Citigroup Global Markets Holdings Inc. filed a preliminary pricing supplement on August 4, 2026, offering Callable Barrier Securities linked to the S&P 500 Futures Excess Return Index, with a stated maturity of August 29, 2031, under Medium-Term Senior Notes, Series N.

Key Highlights

  • Issuer and guarantee: Securities are issued by Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., and fully and unconditionally guaranteed by Citigroup Inc.
  • Issue price and estimated value: Each security is priced at $1,000.00, but the estimated value on the pricing date is expected to be at least $886.50 per security, which the filing notes will be less than the issue price.
  • Underwriting fee: CGMI will receive an underwriting fee of up to $41.30 per security, leaving proceeds to the issuer of $958.70 per security at the maximum fee.
  • Call premiums: If called, investors receive $1,000 plus a premium of 16.00% (August 31, 2027), 32.00% (August 31, 2028), 48.00% (August 30, 2029), or 64.00% (August 29, 2030) of the stated principal amount.
  • Upside participation rate: If not called and the underlying appreciates, investors receive a return equal to that appreciation multiplied by an upside participation rate of 240.00%.
  • Final barrier value: Set at 60.00% of the initial underlying value; if the final underlying value falls below this level at maturity, investors receive less than the stated principal amount and may lose their entire investment.
  • No interest or exchange listing: The securities pay no interest, do not repay a fixed principal amount, and will not be listed on any securities exchange.

Structure and Payoff Terms of Citigroup's Callable Barrier Securities

According to the filing, the securities are unsecured debt obligations of Citigroup Global Markets Holdings Inc. and are linked to the S&P 500 Futures Excess Return Index, which tracks futures contracts on the S&P 500 Index. The filing notes that this underlying index "is expected to underperform the total return performance of the S&P 500 Index because of an implicit financing cost." The pricing date is August 26, 2026, with an issue date of August 31, 2026, and the valuation date is August 26, 2031, subject to postponement for market disruption events.

The filing describes four potential redemption dates, beginning August 31, 2027, and occurring annually through August 29, 2030. The issuer holds the right to call the securities in whole, and not in part, on any of those dates upon at least three business days' notice. If the call right is exercised, investors receive $1,000 plus the applicable premium for that date. The filing states that "the premium may be significantly less than any appreciation of the underlying from the pricing date to the applicable potential redemption date."

If the securities reach maturity without being called, the payment depends on the final underlying value relative to the initial underlying value and the final barrier value of 60.00% of the initial underlying value. Investors participate in appreciation at a 240.00% upside participation rate, receive their principal back if the underlying has not fallen below the barrier, or lose principal on a 1-for-1 basis if the final underlying value is below the final barrier value. The filing also discloses that CGMI and its affiliates "may profit from expected hedging activity related to this offering, even if the value of the securities declines."

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a preliminary pricing supplement for Callable Barrier Securities linked to the S&P 500 Futures Excess Return Index, maturing August 29, 2031, with an issue price of $1,000 per security, an estimated value of at least $886.50, and an underwriting fee of up to $41.30 per security.