Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 10, 2026 for barrier securities linked to the S&P 500 Futures Excess Return Index, with a pricing date of November 24, 2026 and 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"), according to the filing.
  • Upside participation rate: The filing states an upside participation rate of 157.00%, applied to the underlying return at maturity.
  • Final barrier value: Set at 70% of the lookback underlying value, as disclosed in the offering summary.
  • Lookback observation period: Runs from and including the pricing date to and including January 25, 2027, per the filing.
  • Stated principal amount: $1,000 per security, with no minimum payment at maturity if the final barrier is breached.
  • No exchange listing: The filing states "the securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."
  • CUSIP / ISIN: 17334HCC5 / US17334HCC51, as identified in the filing.

Structure and Payment Terms of the Barrier Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of these barrier securities, with Citigroup Inc. serving as guarantor. The return amount at maturity is calculated as $1,000 multiplied by the underlying return and then multiplied by the upside participation rate of 157.00%. The underlying return itself is defined as the final underlying value minus the lookback underlying value, divided by the lookback underlying value.

The filing describes three payment scenarios at maturity. If the final underlying value exceeds the lookback underlying value, investors receive $1,000 plus the return amount. If the final underlying value is at or below the lookback underlying value but at or above the final barrier value, investors receive $1,000. If the final underlying value falls below the final barrier value, investors receive $1,000 plus $1,000 multiplied by the underlying return, which the filing notes could result in receiving "significantly less than the stated principal amount" or "possibly nothing."

The filing identifies several risk considerations specific to these securities. The underlying is described as expected to underperform the total return of the S&P 500 Index "because the performance of the underlying is expected to be reduced by an implicit financing cost." The filing also discloses that the estimated value of the securities on the pricing date is less than the issue price, and that the securities do not pay interest. All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. Registration statements for this offering were filed with the SEC under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a free writing prospectus disclosing preliminary terms for barrier securities linked to the SPXFP index, with a $1,000 principal, 157.00% upside participation, a 70%-of-lookback final barrier, and a maturity date of November 28, 2031.