Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on October 30, 2026 disclosing preliminary terms for 1 Year Barrier Securities linked to the S&P 500 Index, with a pricing date of November 30, 2026 and maturity date of December 6, 2027.

Key Highlights

  • Underlying index: The S&P 500 Index (ticker: "SPX"), with the initial and final underlying values based on the closing value on the pricing date and valuation date, respectively.
  • Maximum return capped at 12.50%: The upside participation rate is 100.00%, but gains are limited to a maximum return at maturity of 12.50%, according to the filing.
  • Barrier protection: The final barrier value is set at 80.00% of the initial underlying value; if the final underlying value stays at or above this level but below the initial value, the investor receives the $1,000 stated principal amount.
  • Principal at risk below barrier: According to the filing, if the final underlying value falls below the final barrier value, investors lose 1% of stated principal for every 1% decline from the initial underlying value, with no minimum payment at maturity.
  • No interest or dividends: The securities do not pay interest and investors have no dividend rights with respect to the underlying, the filing states.
  • CUSIP / ISIN: 17334DV41 / US17334DV418, as disclosed in the preliminary terms.
  • Not exchange-listed: The filing states the securities will not be listed on any securities exchange, and investors may not be able to sell them prior to maturity.

Preliminary Terms for SPX-Linked Barrier Securities from Citigroup Global Markets Holdings

According to the free writing prospectus filed October 30, 2026, Citigroup Global Markets Holdings Inc. is offering 1 Year Barrier Securities linked to the S&P 500 Index, with a stated principal amount of $1,000 per security. The pricing date is scheduled for November 30, 2026, with a valuation date of November 30, 2027, and a maturity date of December 6, 2027. All payment obligations are guaranteed by Citigroup Inc. and are subject to the credit risk of both entities.

The payment at maturity depends on the relationship between the final underlying value and both the initial underlying value and the final barrier value, as the filing describes. If the final underlying value exceeds the initial underlying value, investors receive $1,000 plus a return amount calculated as $1,000 multiplied by the underlying return and the 100.00% upside participation rate, subject to the 12.50% maximum return at maturity, capping the maximum payment at $1,125.00 per security. If the final underlying value is at or below the initial value but at or above the final barrier value of 80.00% of the initial underlying value, investors receive the $1,000 stated principal. Below the barrier, investors bear full downside exposure from the initial underlying value, with no floor on losses.

The filing highlights several additional risk factors. The estimated value of the securities on the pricing date will be less than the issue price. The value prior to maturity may fluctuate based on unpredictable factors. The U.S. federal tax consequences are described as "unclear" in the filing. The issuer and its affiliates "may have conflicts of interest" with investors, according to the document. Registration statements have been filed under File Nos. 333-293732 and 333-293732-02, and the filing directs investors to the full preliminary pricing supplement on SEC EDGAR for complete information.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 1 Year Barrier Securities linked to the S&P 500 Index, offering up to 12.50% upside with principal protection down to an 80.00% barrier, and full downside exposure below that level, with pricing set for November 30, 2026.