Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 2, 2026, disclosing preliminary terms for 5-year market-linked securities tied to the S&P 500 Futures Excess Return Index (SPXFP), with a pricing date of November 30, 2026, and maturity on December 4, 2031.

Key Highlights

  • Underlying index: The securities are linked to the S&P 500 Futures Excess Return Index, ticker "SPXFP."
  • Upside participation rate: 144.00%, applied to any positive underlying return at maturity.
  • Principal protection: The stated principal amount of $1,000 per security is repaid at maturity regardless of underlying performance, provided neither issuer nor guarantor defaults.
  • No interest or dividends: According to the filing, the securities do not pay interest, and holders will not receive dividends or any other rights with respect to the underlying.
  • CUSIP / ISIN: 17334DZ96 / US17334DZ963, as disclosed in the preliminary terms.
  • Credit risk: "All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc."
  • Estimated value below issue price: The filing states that the estimated value of the securities on the pricing date will be less than the issue price.

Preliminary Terms for Citigroup's SPXFP-Linked Securities Due December 2031

According to the filing, Citigroup Global Markets Holdings Inc. is the issuer of the securities, with Citigroup Inc. serving as guarantor. The securities are 5-year market-linked instruments with a stated principal amount of $1,000 per security. The pricing date is set for November 30, 2026, and the maturity date is December 4, 2031. The valuation date is December 1, 2031, meaning the final underlying value is determined by the closing value of the SPXFP index on that single day.

The filing discloses that the return amount at maturity depends entirely on whether the final underlying value exceeds the initial underlying value. If it does, holders receive $1,000 multiplied by the underlying return multiplied by the upside participation rate of 144.00%. If the final underlying value is less than or equal to the initial underlying value, the return amount is $0 and holders receive only the $1,000 stated principal. Hypothetical examples in the filing illustrate that a 50% underlying return would produce a $1,720.00 payment, while a 5% underlying return would produce $1,072.00, and a negative or flat underlying return would produce $1,000.00.

The filing outlines several risk considerations. It notes that the securities will not be listed on any securities exchange and may not be saleable prior to maturity, with a sale before maturity potentially resulting in a loss of principal. Additionally, the filing states 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." The filing also cautions that the issuer and its affiliates may have conflicts of interest with investors. The preliminary pricing supplement was dated November 2, 2026, filed pursuant to Rule 433, with registration file numbers 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 5-year securities linked to the SPXFP index, offering 144.00% upside participation and principal repayment at maturity, subject to credit risk of both the issuer and Citigroup Inc. as guarantor.