Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 5, 2026, offering Market Linked Securities auto-callable with contingent downside, linked to the lowest performing of the Dow Jones Industrial Average and the S&P 500 Index, with a stated maturity of November 21, 2030.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. fully and unconditionally guarantees the securities.
  • Principal amount: $1,000 per security, with denominations in any integral multiple of $1,000.
  • Call premium range: Call premiums start at a minimum of 8.80% (November 22, 2027) and step up to 35.20% at the final calculation day (November 18, 2030).
  • Threshold value: Each underlying's threshold value is set at 75% of its starting value, below which investors bear full downside exposure.
  • Estimated value: The estimated value of the securities on the pricing date is expected to be at least $915.00 per security, less than the public offering price.
  • Agent discount: Up to 2.575%, including a selling concession of 2.00% and a Wells Fargo Advisors distribution expense fee of 0.075%.
  • CUSIP / ISIN: 17334D5U2 / US17334D5U24.

Citigroup's Dual-Index Auto-Callable Structure and Payout Terms

According to the filing, the securities are linked to the lowest performing of two underlyings: the Dow Jones Industrial Average and the S&P 500 Index. The pricing date is set for November 17, 2026, and the issue date for November 20, 2026, both subject to change. If, on any of the 13 scheduled call dates, the closing value of the lowest performing underlying is greater than or equal to its starting value, the securities will be automatically called at $1,000 plus the applicable call premium. The call premiums escalate quarterly from at least 8.80% at the first call date through at least 35.20% at the final calculation day.

The filing discloses that if the securities are not called prior to or at maturity and the ending value of the lowest performing underlying is greater than or equal to its threshold value (75% of starting value), investors receive $1,000 per security. However, if the ending value falls below the threshold value, investors receive $1,000 multiplied by the performance factor of the lowest performing underlying, meaning they bear "full downside exposure to the decrease in the value of the lowest performing underlying from its starting value" and could receive "significantly less than the stated principal amount," or possibly nothing, according to the filing.

The filing also notes that the securities will not be listed on any securities exchange, the securities do not pay interest, and positive return is capped at the applicable call premium regardless of how much any underlying appreciates. Citigroup Global Markets Inc. (CGMI), an affiliate of the issuer, serves as calculation agent. The filing states that the estimated value of at least $915.00 per security is based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, and "is not an indication of actual profit to CGMI."

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed the terms of auto-callable, principal-at-risk securities linked to the worst of two major equity indexes, maturing November 21, 2030, with contingent downside protection at a 75% threshold and call premiums ranging from at least 8.80% to 35.20%.