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Citigroup 5-Year SPXFP Barrier Notes: 185% Upside Rate

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 Barrier Securities linked to the S&P 500 Futures Excess Return Index (SPXFP), with a pricing date of November 30, 2026.

Key Highlights

  • Upside participation rate: At least 185.00%, with the actual rate to be set on the pricing date of November 30, 2026.
  • Final barrier value: Set at 50.00% of the initial underlying value, below which investors bear full principal loss exposure.
  • Callable feature: The issuer may redeem the securities annually, with a cumulative premium of 25.25% per annum applied only upon redemption.
  • Maturity date: December 4, 2031, with a valuation date of December 1, 2031.
  • Stated principal amount: $1,000 per security; CUSIP 17334D4G4 / ISIN US17334D4G49.
  • No interest payments: The securities do not pay interest and will not be listed on any securities exchange.
  • Credit exposure: All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Preliminary Terms of the SPXFP-Linked Callable Barrier Securities

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of these structured securities, with Citigroup Inc. serving as guarantor. The underlying index is the S&P 500 Futures Excess Return Index, identified by the ticker SPXFP. The filing notes that the underlying is expected to underperform the total return performance of the S&P 500 Index because its performance "is expected to be reduced by an implicit financing cost," and that any increase in this cost "will adversely affect the performance of the securities."

The payment structure at maturity depends on where the final underlying value falls relative to two thresholds. If the final underlying value exceeds the initial underlying value, the investor receives $1,000 plus the return amount, calculated as $1,000 multiplied by the underlying return and the upside participation rate. If the final underlying value is at or below the initial value but at or above the 50.00% barrier, the investor receives $1,000. If the final underlying value falls below the barrier, the investor loses principal on a one-for-one basis with the decline, with no minimum payment at maturity, meaning a total loss of investment is possible, as the filing states.

The callable feature allows the issuer to redeem the securities in whole, but not in part, on annual potential redemption dates, beginning December 3, 2027, upon not less than three business days' notice. Hypothetical redemption amounts shown in the filing include $1,252.50 at the first potential date in December 2027, rising to $2,010.00 if redeemed in December 2030, reflecting the 25.25% annual premium. The filing cautions that if the issuer does not elect to redeem, investors will not have the opportunity to receive the premium. Registration statements for this offering were filed under File Nos. 333-293732 and 333-293732-02.

What Was Disclosed

The free writing prospectus filed November 3, 2026, sets out preliminary terms for 5-Year Callable Barrier Securities linked to SPXFP, including an upside participation rate of at least 185.00%, a 50.00% barrier, annual call options at a 25.25% per annum premium, and a maturity date of December 4, 2031.