Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., filed a free writing prospectus on November 2, 2026, disclosing preliminary terms for 5-Year Buffer Securities linked 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: At least 180.00%, with the actual rate to be determined on the pricing date of November 30, 2026.
  • Buffer protection: A 20.00% buffer percentage, with a final buffer value set at 80.00% of the initial underlying value.
  • Stated principal amount: $1,000 per security; the securities do not pay interest.
  • Loss exposure: If the underlying depreciates by more than 20.00%, investors lose 1% of stated principal for every 1% of depreciation beyond that buffer.
  • CUSIP / ISIN: 17334D4N9 / US17334D4N99.
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity."

Preliminary Terms of the SPXFP Buffer Securities Offering

Citigroup Global Markets Holdings Inc., with Citigroup Inc. as guarantor, disclosed preliminary terms for a structured note offering in a free writing prospectus filed pursuant to Rule 433. The securities are linked to the S&P 500 Futures Excess Return Index (SPXFP) and carry a stated principal amount of $1,000 per security. The pricing date is scheduled for November 30, 2026, with the valuation date set for December 1, 2031, and the maturity date for December 4, 2031.

According to the filing, the payment at maturity depends on the relationship between the final underlying value and the initial underlying value, both measured by the closing value of the SPXFP index on their respective single days. If the final underlying value exceeds the initial underlying value, the holder receives $1,000 plus a return amount equal to $1,000 multiplied by the underlying return and the upside participation rate of at least 180.00%. If the final underlying value is at or below the initial value but at or above the final buffer value (80.00% of the initial underlying value), the holder receives $1,000 with no gain or loss. If the final underlying value falls below the final buffer value, principal loss begins at a 1-for-1 rate for each percentage point of depreciation beyond the 20.00% buffer.

The filing identifies several risk considerations. It states that "the estimated value of the securities on the pricing date will be less than the issue price" and 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." All payments are stated to be subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The filing also notes that the U.S. federal tax consequences of an investment in the securities are described as unclear. Registration statement file numbers cited are 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for 5-Year Buffer Securities linked to SPXFP, offering at least 180.00% upside participation and a 20.00% downside buffer, with pricing set for November 30, 2026, and maturity on December 4, 2031.