Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 3, 2026, disclosing preliminary terms for 5-Year Callable Dual Directional Barrier Securities linked to the S&P 500 Futures Excess Return Index, with a pricing date of November 24, 2026, and a maturity date of November 28, 2031.

Key Highlights

  • Underlying index: The securities are linked to the S&P 500 Futures Excess Return Index (ticker: SPXFP), which tracks futures contracts on the S&P 500 Index and is calculated, maintained, and published by S&P Dow Jones Indices LLC.
  • Barrier level: The final barrier value is set at 60% of the initial underlying value, below which principal protection disappears entirely.
  • Upside participation: The upside participation rate is 225.00%, applied to the underlying return at maturity if the final underlying value is at or above the initial underlying value.
  • Call premium: The issuer may redeem the securities monthly beginning after one year, at 13.50% per annum, with the first potential redemption date of November 30, 2027, carrying a redemption amount of $1,135.00 per $1,000 security.
  • No interest payments: According to the filing, "the securities do not pay interest."
  • Principal at risk: The filing states there is "no minimum payment at maturity" and investors "may lose up to all of your investment" if the final underlying value falls below the final barrier value.
  • CUSIP / ISIN: The securities carry CUSIP 17334D5D0 and ISIN US17334D5D09.

Terms and Risk Profile of Citigroup's SPXFP-Linked Barrier Securities

Citigroup Global Markets Holdings Inc. issued a preliminary offering summary as a free writing prospectus (filed pursuant to Rule 433) for structured securities with a stated principal amount of $1,000 per security. According to the filing, the securities have a pricing date of November 24, 2026, a valuation date of November 24, 2031, and a maturity date of November 28, 2031. The issuer is Citigroup Global Markets Holdings Inc., with Citigroup Inc. serving as guarantor.

The filing describes three distinct payment outcomes at maturity. If the final underlying value is at or above the initial underlying value, holders receive $1,000 plus an upside return amount calculated as $1,000 multiplied by the underlying return and the 225.00% upside participation rate. If the final underlying value falls below the initial underlying value but remains at or above 60% of that value (the final barrier value), holders receive $1,000 plus an absolute return amount equal to $1,000 multiplied by the absolute value of the underlying return. If the final underlying value falls below the final barrier value, holders receive $1,000 plus $1,000 multiplied by the underlying return, meaning losses are taken on a one-for-one basis with no floor, and the filing warns that investors may receive nothing at maturity.

The issuer retains the right to call the securities monthly starting after one year, beginning with a November 30, 2027 potential redemption date. Premiums step up with each successive potential redemption date, reaching 66.375% (a redemption amount of $1,663.75) for the October 29, 2031 date. The filing also discloses that the securities will not be listed on any securities exchange, the estimated value on the pricing date will be less than the issue price, and the securities are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. Registration statement file numbers cited are 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed preliminary terms for callable structured securities linked to the SPXFP index, covering payment mechanics at maturity, a 60% barrier level, a 225.00% upside participation rate, monthly call options beginning after one year, and a comprehensive list of risk factors including total loss of principal.