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 24, 2026.

Key Highlights

  • Underlying index: The S&P 500 Futures Excess Return Index, ticker SPXFP, with an initial value set on the November 24, 2026 pricing date.
  • Upside participation rate: 240.00%, applied to any positive underlying return at maturity.
  • Final barrier value: 60.00% of the initial underlying value, below which investors bear full principal loss proportional to the decline.
  • Callable premium: 18.00% per annum, accumulating to hypothetical redemption amounts of $1,180.00, $1,360.00, $1,540.00, and $1,720.00 per $1,000 security on the four annual potential redemption dates.
  • Maturity date: November 28, 2031, with valuation on November 24, 2031.
  • No minimum payment: According to the filing, if the final underlying value is less than the final barrier value, investors "may lose up to all of your investment."
  • CUSIP / ISIN: 17334D4Q2 / US17334D4Q21; securities will not be listed on any securities exchange.

Preliminary Terms for SPXFP-Linked Callable Barrier Securities

According to the preliminary pricing supplement dated November 3, 2026, Citigroup Global Markets Holdings Inc. is offering 5-Year Callable Barrier Securities with a stated principal amount of $1,000 per security. The securities are linked to the S&P 500 Futures Excess Return Index (SPXFP) and are guaranteed by Citigroup Inc. The filing notes that the performance of the underlying index "is expected to be reduced by an implicit financing cost," which the filing says is expected to cause the index to underperform the total return performance of the S&P 500 Index.

The payment structure at maturity depends on three scenarios, as described in the filing. 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 240.00% upside participation rate. If the final underlying value falls at or below the initial value but remains at or above the final barrier value of 60.00% of the initial underlying value, the investor receives $1,000. If the final underlying value falls below the final barrier value, the investor receives $1,000 plus $1,000 multiplied by the underlying return, meaning losses are one-for-one with the underlying decline from its initial level, with no floor.

The issuer holds the right to call the securities annually on each potential redemption date, in whole and not in part, upon not less than three business days' notice, paying the applicable premium. The filing states that "if we do not elect to redeem the securities prior to maturity, then you will not have an opportunity to receive the premium." All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. The filing also discloses that the estimated value of the securities on the pricing date will be less than the issue price.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed preliminary terms for callable barrier securities linked to the SPXFP index, maturing November 28, 2031, with a 240.00% upside participation rate, a 60.00% barrier, and an 18.00% per annum callable premium, subject to full principal loss risk below the barrier.