Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on October 30, 2026 for preliminary terms of 3-year autocallable barrier securities linked to Tesla, Inc. (TSLA), with a pricing date of November 20, 2026.

Key Highlights

  • Underlying asset: Tesla, Inc. (ticker: "TSLA"), with the initial underlying value set to the closing value on the pricing date of November 20, 2026.
  • Stated principal: $1,000 per security, with a maturity date of November 26, 2029.
  • Autocall feature: If TSLA closes at or above its initial value on the interim valuation date of November 22, 2027, securities are automatically redeemed at $1,276.00 per security, reflecting a 27.60% per annum premium.
  • Upside participation: If not autocalled and TSLA finishes above its initial value, investors receive $1,000 plus the return amount calculated at a 150.00% upside participation rate.
  • Barrier level: Final barrier value is set at 70.00% of the initial underlying value; if TSLA declines but stays at or above this level, principal of $1,000 is returned at maturity.
  • Principal at risk: If the final underlying value falls below the final barrier value, the filing states investors will lose 1% of stated principal for every 1% decline from the initial underlying value, with no minimum payment and possible total loss.
  • CUSIP / ISIN: 17334DS52 / US17334DS521.

Structure and Payment Terms of the TSLA-Linked Barrier Securities

According to the preliminary terms filed by Citigroup Global Markets Holdings Inc., the securities carry no periodic interest payments and do not entitle holders to dividends or other rights with respect to Tesla, Inc. shares. The filing identifies two valuation dates: November 22, 2027 as the interim valuation date and November 20, 2029 as the final valuation date. If the closing value of TSLA equals or exceeds the initial underlying value on the interim valuation date, the securities are automatically called and the hypothetical redemption per security would be $1,276.00, reflecting the 27.60% per annum premium.

If the autocall does not occur, payment at maturity depends on TSLA's final underlying value relative to the initial underlying value and the final barrier value. The filing presents hypothetical scenarios: a 50.00% underlying gain yields a $1,750.00 payment; a flat return yields $1,000.00; and a decline of 30.01% - which breaches the 70.00% barrier - yields $699.90, while a 50.00% decline yields $500.00 and a 100.00% decline yields $0.00. Upside returns are calculated using the 150.00% participation rate applied to the underlying return.

The filing notes that all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The securities will not be listed on any securities exchange, and the filing states that "the estimated value of the securities on the pricing date will be less than the issue price." The filing was made pursuant to Rule 433 and references registration statement File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 3-year autocallable barrier securities linked to TSLA, with a $1,000 stated principal, a 150.00% upside participation rate, a 70.00% final barrier value, and a 27.60% per annum autocall premium if called on November 22, 2027.