Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 3, 2026, disclosing preliminary terms for 35-month callable contingent coupon securities linked to the worst of three underlyings: the Nasdaq-100 Index, the Russell 2000 Index, and the SPDR S&P Regional Banking ETF.

Key Highlights

  • Contingent coupon rate: 9.75% per annum, paid monthly only if the worst-performing underlying closes at or above 70.00% of its initial value on the related valuation date.
  • Maturity date: October 29, 2029, with a pricing date of November 24, 2026, and monthly valuation dates throughout the term.
  • Principal barrier: 60.00% of each underlying's initial value; if the worst performer falls below this on the final valuation date, investors lose 1% of principal for every 1% decline from the initial value, with no minimum payment.
  • Callable feature: The issuer may redeem the securities in whole, but not in part, on any monthly valuation date beginning after six months, upon not less than three business days' notice.
  • Stated principal amount: $1,000 per security, with CUSIP 17334D6Q0 and ISIN US17334D6Q03.
  • Credit risk: All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."

Structure and Payment Terms of the Citigroup Worst-of Linked Securities

According to the filing, the securities are issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The three underlyings are the Nasdaq-100 Index (ticker: NDX), the Russell 2000 Index (ticker: RTY), and the State Street SPDR S&P Regional Banking ETF (ticker: KRE). The contingent coupon of 9.75% per annum is paid monthly, but only on valuation dates where the closing value of the worst-performing underlying is greater than or equal to its coupon barrier value, set at 70.00% of its initial underlying value. The filing states: "You are not assured of receiving any contingent coupon."

At maturity, the filing discloses two outcomes. If the final underlying value of the worst performer is greater than or equal to its final barrier value of 60.00% of its initial value, the payment is $1,000 per security. If the worst performer falls below that barrier, the payment equals $1,000 plus $1,000 multiplied by the underlying return of the worst performer, which the filing notes could result in receiving "significantly less than the stated principal amount" or "possibly nothing." The hypothetical payment table provided in the filing illustrates that a worst underlying return of -40.01% at maturity would yield $599.90, while a -100.00% return would yield $0.00.

The filing identifies several risk considerations, including that "the return on the securities depends solely on the performance of the worst performer," that the securities carry "heightened risk because they have multiple underlyings," and that the issuer's optional call feature "will limit your ability to receive the contingent coupon payments." The filing also notes that "the estimated value of the securities on the pricing date will be less than the issue price" and that U.S. federal tax consequences "are unclear." Registration file numbers cited are 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus presenting preliminary terms for callable contingent coupon securities maturing October 29, 2029, linked to the worst of NDX, RTY, and KRE, with a 9.75% per annum coupon and a 60.00% principal barrier.