Citigroup Global Markets Holdings Inc. filed a preliminary pricing supplement (Form 424B2) on August 4, 2026, for Autocallable Buffered Notes linked to the MSCI Emerging Markets Index, with an expected maturity in August 2028 and a stated principal amount of $1,000 per security.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; all payments are fully and unconditionally guaranteed by Citigroup Inc.
  • Stated principal: $1,000 per security, with an issue price of $1,000 and an underwriting fee of $15.00 per security, leaving proceeds to the issuer of $985.00 per security.
  • Estimated value: The filing discloses that the estimated value of the securities on the pricing date is expected to be at least $927.50 per security, less than the $1,000 issue price.
  • Automatic early redemption: If the underlying closes at or above its initial value on the August 20, 2027 valuation date, the securities will be redeemed at $1,000 plus a premium of 18.75% of the stated principal amount.
  • Upside participation: If held to maturity and the underlying appreciates, investors receive $1,000 plus a return amount calculated at an upside participation rate of 125.00%.
  • Buffer protection: The final buffer value is 80.00% of the initial underlying value (a 20.00% buffer percentage); losses occur only if the underlying falls below that level, at a buffer rate of 125.00%.
  • Principal at risk: According to the filing, if the final underlying value is less than the final buffer value, investors will lose more than 1% of principal for every 1% by which depreciation exceeds the buffer percentage, and "you may lose your entire investment in the securities."

Structure and Terms of Citigroup's MSCI Emerging Markets Autocallable Notes

According to the filing, the securities are unsecured senior debt obligations of Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., and are linked to the MSCI Emerging Markets Index (ticker symbol: "MXEF"). The pricing date is expected to be August 7, 2026, the issue date is expected to be August 12, 2026, and the maturity date is expected to be August 10, 2028, unless the securities are automatically redeemed earlier. The CUSIP is 17334CH31 and the ISIN is US17334CH310. The securities will not be listed on any securities exchange.

The filing describes two valuation dates: expected to be August 20, 2027, and August 7, 2028 (the final valuation date), each subject to postponement for non-trading days or market disruption events. If the underlying's closing value on August 20, 2027 equals or exceeds the initial underlying value, the notes are automatically redeemed at $1,000 plus the 18.75% premium. If the securities are not redeemed early and the underlying appreciates by the final valuation date, holders receive $1,000 plus the return amount at a 125.00% upside participation rate. If the underlying depreciates but remains at or above 80.00% of the initial underlying value, the filing states holders receive $1,000. Below that level, losses are magnified at the buffer rate of 125.00%.

Citigroup Global Markets Inc. ("CGMI") is acting as underwriter on a principal basis. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. are identified as placement agents, each receiving a placement fee of $15.00 per security sold to accounts other than fiduciary accounts. The filing notes that for fiduciary account purchases, the issue price is $985.00 per security, and no underwriting or placement fee applies. The filing also states that CGMI and its affiliates may profit from expected hedging activity related to the offering.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a preliminary pricing supplement for senior unsecured autocallable buffered notes tied to the MSCI Emerging Markets Index, disclosing key terms including pricing, fees, buffer levels, participation rates, and principal risk.