Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 12, 2026, offering Market Linked Securities auto-callable with a contingent coupon and memory feature linked to NVIDIA Corporation, due November 15, 2029.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer, fully and unconditionally guaranteed by Citigroup Inc.
  • Underlying asset: Securities are linked to NVIDIA Corporation, with a strike date of November 9, 2026 and a pricing date of November 12, 2026.
  • Contingent coupon rate: At least 12.60% per annum, to be determined on the pricing date, paid quarterly if the underlying's closing value is at or above 60% of the starting value.
  • Downside threshold: Set at 60% of the starting value; if the underlying closes below this level on the final calculation day (November 12, 2029), investors may receive significantly less than the $1,000 stated principal amount, or possibly nothing.
  • Estimated value: Citigroup Global Markets Holdings Inc. disclosed the estimated value of the securities on the pricing date is expected to be at least $913.00 per security, which is less than the public offering price of $1,000.
  • Agent discount: Up to 2.325%, with dealers using the Wells Fargo Advisors trade name eligible for a selling concession of 1.75% and a distribution expense fee of 0.075%.
  • No exchange listing: According to the filing, "The Securities Will Not Be Listed On Any Securities Exchange And You May Not Be Able To Sell Them Prior To Maturity."

Structure and Terms of the NVIDIA-Linked Securities

According to the filing, the securities carry a stated principal amount of $1,000 per security and are issued under Registration Statement Nos. 333-293732 and 333-293732-02. The issue date is expected to be November 17, 2026, subject to change. Calculation days fall on the 12th of each February, May, August, and November, beginning in February 2027 and ending in November 2029. Potential autocall dates run from February 2027 through August 2029; if the underlying closes at or above its starting value on any of those dates, the securities are automatically redeemed at $1,000 plus any applicable contingent coupon payments.

The filing describes a memory feature: if the underlying closes below the coupon threshold on one or more calculation days but then meets or exceeds it on a later calculation day, the securities will pay the current coupon plus all previously unpaid contingent coupons on that subsequent date. However, if the underlying remains below the coupon threshold through the final calculation day, those unpaid coupons are forfeited entirely. The filing states that investors "will not participate in any appreciation in the value of the underlying over the term of the securities," meaning return is limited solely to contingent coupon payments received, if any.

The filing notes the estimated value of at least $913.00 per security "is based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate" and explicitly states it "is not an indication of actual profit to CGMI." The filing identifies CUSIP 17334HBR3 and ISIN US17334HBR30. Citigroup Global Markets Inc. (CGMI) serves as the calculation agent and is described as an affiliate of the issuer.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a term sheet for principal-at-risk, auto-callable securities linked to NVIDIA Corporation, maturing November 15, 2029, with a contingent coupon rate of at least 12.60% per annum, a 60% downside threshold, and an estimated value of at least $913.00 per security.