Citigroup Global Markets Holdings Inc. filed a free writing prospectus on November 9, 2026, disclosing preliminary terms for 6-Year Buffer Securities linked to the S&P 500 Index, with a pricing date of November 23, 2026, and maturity on November 29, 2032.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor.
  • Underlying index: The securities are linked to the S&P 500 Index (ticker: "SPX"), with a stated principal amount of $1,000 per security.
  • Maximum return capped at 81.75%: The upside participation rate is 100.00%, but gains at maturity are subject to a maximum return of 81.75%.
  • Buffer protection of 25.00%: The final buffer value is set at 75.00% of the initial underlying value, providing a 25.00% buffer against losses.
  • Loss exposure below the buffer: According to the filing, investors "will lose 1% of the stated principal amount of your securities at maturity for every 1% by which that depreciation exceeds the buffer percentage."
  • No interest or dividends: The securities do not pay interest, and holders will not receive dividends or have any rights with respect to the underlying.
  • CUSIP / ISIN: 17334HAH6 / US17334HAH66; the securities will not be listed on any securities exchange.

Preliminary Terms of Citigroup's S&P 500-Linked Buffer Securities Due 2032

According to the free writing prospectus filed November 9, 2026, Citigroup Global Markets Holdings Inc. is offering 6-Year Buffer Securities linked to the S&P 500 Index. The preliminary pricing supplement is dated November 9, 2026, with the pricing date set for November 23, 2026, the valuation date on November 23, 2032, and a maturity date of November 29, 2032. The stated principal amount is $1,000 per security, and all payments are subject to the credit risk of both the issuer and Citigroup Inc. as guarantor.

The filing describes three payment scenarios at maturity. If the final underlying value is greater than the initial underlying value, the investor receives $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 81.75% maximum return. If the final underlying value is at or below the initial value but at or above the final buffer value of 75.00% of the initial underlying value, the investor receives $1,000. If the final underlying value falls below the final buffer value, losses occur on a 1-for-1 basis for every percentage point the depreciation exceeds the 25.00% buffer percentage, as stated in the filing.

The filing lists several risk considerations. Among them, the estimated value of the securities on the pricing date "will be less than the issue price." The securities will not be listed on any exchange, which the filing notes may limit the ability to sell prior to maturity. The filing also states that "the U.S. federal tax consequences of an investment in the securities are unclear," and that the issuer and its affiliates "may have conflicts of interest" with investors. The filing was made pursuant to Rule 433, with registration statements on file under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. disclosed preliminary terms for 6-Year Buffer Securities linked to the S&P 500 Index, including an 81.75% return cap, a 25.00% downside buffer, a $1,000 stated principal amount, and key risk factors, via a free writing prospectus filed November 9, 2026.