Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 5, 2026, disclosing preliminary terms for 3-Year Callable Contingent Coupon Securities linked to the worst of three equity indexes, with a pricing date of November 6, 2026, and a maturity date of November 9, 2029.

Key Highlights

  • Contingent coupon rate: 8.10% per annum, paid quarterly, only if the worst-performing underlying closes at or above 60.00% of its initial value on the related valuation date.
  • Three underlying indexes: The Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX).
  • Barrier level: Both the coupon barrier value and the final barrier value are set at 60.00% of each underlying's initial value.
  • Principal at risk: If the worst performer's final value falls below the final barrier, investors lose 1% of stated principal for every 1% decline from the initial value, with no minimum payment at maturity.
  • Issuer call option: Securities may be redeemed in whole, at the issuer's option, on any quarterly valuation date beginning after six months, with not less than three business days' notice.
  • Stated principal amount: $1,000 per security; CUSIP 17334D7J5 / ISIN US17334D7J50.
  • Securities will not be listed on any securities exchange, according to the filing.

Preliminary Terms for Citigroup Global Markets Holdings Worst-of Index Notes

According to the free writing prospectus, Citigroup Global Markets Holdings Inc. is the issuer of the securities, with Citigroup Inc. serving as guarantor. The securities are described as "3 Year Callable Contingent Coupon Securities Linked to the Worst of NDX, RTY and SPX," with a pricing date of November 6, 2026, and quarterly valuation dates through the maturity date of November 9, 2029. All payments on the securities are stated to be subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

The filing discloses that the contingent coupon of 8.10% per annum is paid quarterly only when the closing value of the worst-performing underlying on a given valuation date is greater than or equal to its coupon barrier value, set at 60.00% of its initial underlying value. The filing states explicitly: "You are not assured of receiving any contingent coupon." The payment at maturity is $1,000 per security if the worst performer's final underlying value is at or above 60.00% of its initial value. If that threshold is breached, the payment equals $1,000 plus $1,000 multiplied by the worst performer's underlying return, which could result in a loss of up to the entire stated principal amount.

The filing identifies several risk considerations, including that the securities offer "downside exposure, but no upside exposure, to the underlyings," that returns depend solely on the worst-performing index, and that the estimated value of the securities on the pricing date "will be less than the issue price." The filing also notes that the U.S. federal tax consequences of an investment in the securities are described as "unclear," and that the issuer and its affiliates "may have conflicts of interest" with investors. The filing was made pursuant to Rule 433, referencing registration statement file numbers 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for callable, contingent coupon securities maturing November 9, 2029, linked to the worst of three equity indexes, carrying a 60.00% barrier level, an 8.10% per annum conditional coupon, and full principal-loss risk below the barrier.