Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 2, 2026, disclosing preliminary terms for 1 Year Barrier Securities linked to the S&P 500 Index with a pricing date of November 24, 2026.

Key Highlights

  • Underlying: The S&P 500 Index (ticker: "SPX"), with the initial and final underlying values set at the closing value on the pricing date and valuation date, respectively.
  • Maximum return capped at 11.50%: The upside participation rate is 100.00%, but gains above 11.50% are not passed through to investors.
  • Final barrier value is 80.00% of the initial underlying value; if the final underlying value falls below this threshold, investors lose 1% of stated principal for every 1% decline from the initial underlying value, with no minimum payment at maturity.
  • Principal protection zone: If the final underlying value is at or below the initial underlying value but at or above the final barrier value, investors receive $1,000 per security.
  • Key dates: Pricing date November 24, 2026; valuation date November 24, 2027; maturity date December 1, 2027.
  • CUSIP / ISIN: 17334DW81 / US17334DW812; stated principal amount is $1,000 per security.
  • 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."

Preliminary Terms of Citigroup Global Markets Holdings' SPX-Linked Barrier Securities

Citigroup Global Markets Holdings Inc., as issuer and with Citigroup Inc. as guarantor, disclosed preliminary terms for a structured note offering through a free writing prospectus filed pursuant to Rule 433. The securities are linked to the S&P 500 Index and carry a stated principal amount of $1,000 per security. The filing states that all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

According to the filing, the payment structure at maturity operates in three scenarios. First, if the final underlying value exceeds the initial underlying value, investors receive $1,000 plus a return amount equal to $1,000 multiplied by the underlying return and the upside participation rate of 100.00%, subject to the maximum return of 11.50%. Second, if the final underlying value is at or below the initial value but at or above 80.00% of it (the final barrier value), investors receive $1,000. Third, if the final underlying value falls below the final barrier value, the payment equals $1,000 plus ($1,000 multiplied by the underlying return), meaning losses are passed through fully and "there is no minimum payment at maturity on the securities, and you may lose up to all of your investment," the filing states.

The filing also discloses that the securities do not pay interest, investors will not receive dividends or any other rights with respect to the underlying, and the estimated value of the securities on the pricing date will be less than the issue price. The filing notes that "the U.S. federal tax consequences of an investment in the securities are unclear." Registration statements were filed with the SEC under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 1 Year Barrier Securities linked to the S&P 500 Index, detailing the payment structure, an 11.50% maximum return, an 80.00% final barrier value, key dates, CUSIP/ISIN identifiers, and selected risk considerations.