Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 3, 2026, disclosing preliminary terms for 1.5-Year Enhanced Barrier Digital Securities linked to the worst-performing of three major equity indexes.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor for all payment obligations.
  • Underlying indexes: The securities reference the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX), with payoff determined by the worst performer.
  • Digital return: If the worst performer's final value is at or above its final barrier value, investors receive $1,000 plus a 14.50% digital return amount, for a total of $1,145.00 per security.
  • Final barrier value: Set at 70.00% of each underlying's initial value, recorded on the pricing date of November 30, 2026.
  • Key dates: Pricing date is November 30, 2026; valuation date is May 30, 2028; maturity date is June 2, 2028.
  • Principal at risk: According to the filing, if the worst performer's final value falls below its barrier, investors lose 1% of stated principal for every 1% decline, with no minimum payment at maturity.
  • CUSIP / ISIN: 17334D4X7 / US17334D4X71, with registration file numbers 333-293732 and 333-293732-02.

How the Payment Structure and Risk Profile Are Defined in This Offering

According to the preliminary pricing supplement dated November 3, 2026, the securities carry a stated principal amount of $1,000 per security and do not pay interest during their approximately 1.5-year term. The filing describes a binary outcome at maturity: if the final closing value of the worst-performing underlying on May 30, 2028 is greater than or equal to 70.00% of that underlying's initial value, the holder receives $1,145.00 per security. That $145.00 gain represents the 14.50% digital return amount applied to the $1,000 stated principal, regardless of how much above the barrier any of the three indexes may finish.

If the worst performer's final value falls below the 70.00% barrier, the payment formula shifts entirely. The filing states that investors would then receive $1,000 plus ($1,000 multiplied by the underlying return of the worst performer), meaning the loss tracks the worst performer's full percentage decline from its initial value, with no floor. The filing notes expressly: "There is no minimum payment at maturity on the securities, and you may lose up to all of your investment." The offering further discloses that the securities will not be listed on any securities exchange, limiting the ability to sell prior to maturity, and that the estimated value on the pricing date will be less than the issue price.

Citigroup Global Markets Holdings Inc. is a structured-note issuing subsidiary of Citigroup Inc., one of the largest global financial services companies. The filing highlights that all payments are subject to the credit risk of both the issuer and the guarantor. Additionally, the filing notes that the multi-index structure introduces correlation risk: "The less correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities." The Russell 2000 component is separately identified as carrying risks specific to small-capitalization stocks.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed preliminary terms for barrier digital securities linked to the worst of three equity indexes, with a 14.50% digital return if the barrier holds, full downside exposure if it does not, a maturity date of June 2, 2028, and no exchange listing.