Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 2, 2026, disclosing preliminary terms for 1.5 Year Dual Directional Buffer Securities linked to the worst of the Dow Jones Industrial Average and the Russell 2000 Index, with a pricing date of November 30, 2026, and a maturity date of June 2, 2028.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. is the guarantor of all payments on the securities.
  • Underlyings: The securities are linked to the worst performer of the Dow Jones Industrial Average (ticker: INDU) and the Russell 2000 Index (ticker: RTY).
  • Participation rate: The upside and absolute return participation rate is 120.00% of the worst performer's underlying return.
  • Maximum upside return: The maximum upside return will be determined on the pricing date and will be at least $171.00 per security (at least 17.10% of the stated principal amount of $1,000).
  • Buffer percentage: A 15.00% buffer applies on the downside; the final buffer value for each underlying is 85.00% of its initial underlying value.
  • Loss exposure: If the worst performer falls below its final buffer value, investors lose 1% of stated principal for every 1% by which depreciation exceeds the buffer percentage, down to a maximum loss of 85% per security.
  • CUSIP / ISIN: 17334DV66 / US17334DV665.

Terms and Payment Structure for the INDU/RTY Worst-of Buffer Securities

According to the filing, the securities carry a stated principal amount of $1,000 per security and do not pay interest. The pricing date is November 30, 2026, the valuation date is May 30, 2028, and the maturity date is June 2, 2028. The preliminary pricing supplement is dated November 2, 2026, and was filed pursuant to Rule 433. Registration statement file numbers 333-293732 and 333-293732-02 apply to the offering.

The filing describes three payment scenarios at maturity. If the worst performer's final underlying value is greater than or equal to its initial underlying value, the investor receives $1,000 plus the upside return amount, subject to the maximum upside return. If the worst performer has declined but remains at or above its final buffer value (85.00% of its initial underlying value), the investor receives $1,000 plus an absolute return amount calculated on the magnitude of the decline multiplied by the 120.00% participation rate. If the worst performer falls below its final buffer value, the investor loses 1% of stated principal for every 1% by which the depreciation exceeds the 15.00% buffer percentage, with the hypothetical table in the filing showing a payment of $150.00 per security if the worst performer declines 100.00%.

The filing highlights several risk considerations. The securities will not be listed on any securities exchange, and the estimated value on the pricing date will be less than the issue price. All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The filing also notes that "the U.S. federal tax consequences of an investment in the securities are unclear," and that the issuer and its affiliates may have conflicts of interest with investors. The filing states these selected risks do not describe all risks associated with an investment in the securities.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed preliminary terms for structured securities linked to the worst-performing of two equity indexes, with a 15.00% downside buffer, a 120.00% participation rate, a minimum maximum upside return of 17.10%, and a June 2, 2028 maturity date.