Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed an amended and restated free writing prospectus on November 5, 2026, offering 5-year buffer securities linked to the S&P 500 Futures Excess Return Index (ticker: SPXFP), with a pricing date of November 30, 2026, and a maturity date of December 4, 2031.

Key Highlights

  • Underlying index: The S&P 500 Futures Excess Return Index (ticker: SPXFP), with the initial underlying value set as the closing value on the pricing date.
  • Upside participation rate: At least 200.00%, with the actual rate to be determined on the pricing date of November 30, 2026.
  • Buffer protection: A buffer percentage of 20.00%, with a final buffer value equal to 80.00% of the initial underlying value.
  • Principal at risk: If the final underlying value falls below the final buffer value, investors lose 1% of the $1,000 stated principal for every 1% by which depreciation exceeds the buffer percentage.
  • No interest or dividends: The securities do not pay interest, and holders have no rights to dividends from the underlying.
  • Not exchange-listed: The securities will not be listed on any securities exchange, and secondary market sales prior to maturity may not be possible.
  • CUSIP / ISIN: 17334D4N9 / US17334D4N99.

Terms and Structure of Citigroup's SPXFP-Linked Buffer Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer and Citigroup Inc. serves as guarantor for these 5-year buffer securities. The stated principal amount is $1,000 per security. The pricing date is November 30, 2026, the valuation date is December 1, 2031, and the maturity date is December 4, 2031. The underlying return is calculated as the difference between the final underlying value and the initial underlying value, divided by the initial underlying value.

The filing describes three payment scenarios at maturity. If the final underlying value exceeds the initial underlying value, the payment equals $1,000 plus the return amount based on the upside participation rate. If the final underlying value is at or below the initial underlying value but at or above the final buffer value, the payment is $1,000. If the final underlying value falls below the final buffer value, the payment is $1,000 plus $1,000 multiplied by the sum of the underlying return and the buffer percentage, meaning losses begin once the underlying has depreciated by more than 20.00% from its initial value.

The filing notes that "the underlying is expected to underperform the total return performance of the S&P 500 Index because the performance of the underlying is expected to be reduced by an implicit financing cost, and any increase in this cost will adversely affect the performance of the securities." The filing also states that the estimated value of the securities on the pricing date will be less than the issue price, and that all payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The hypothetical return table in the filing assumes the upside participation rate is set at the lowest indicated value of 200.00%.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed an amended and restated offering summary for 5-year buffer securities linked to the SPXFP index, disclosing key terms including a 20.00% buffer, an upside participation rate of at least 200.00%, a $1,000 stated principal, and a maturity date of December 4, 2031.