Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus on October 29, 2026, summarizing the terms of its Dual Directional Buffered PLUS securities linked to the S&P 500 Index, with a stated pricing date of November 13, 2026 and a maturity date of December 5, 2028.

Key Highlights

  • Issuer and guarantor: Citigroup Global Markets Holdings Inc. is the issuer; Citigroup Inc. serves as guarantor.
  • Stated principal: $1,000 per security, with the securities carrying principal-at-risk status.
  • Leverage and cap: A 150% leverage factor applies to index gains, subject to a maximum upside return of $208.00 per security (20.80% of stated principal).
  • Buffer amount: A 10.00% buffer applies on the downside; losses exceeding the buffer reduce the payment below $1,000, with a disclosed risk of losing up to 90.00% of the investment.
  • Dual directional feature: If the index declines by an amount equal to or less than the buffer, holders receive $1,000 plus the absolute value of the index return.
  • Estimated value: The estimated value of the securities on the pricing date is expected to be at least $920.00 per security, which the filing notes will be less than the public offering price.
  • No exchange listing: According to the filing, the securities will not be listed on any securities exchange.

Terms and Structure of the Citigroup S&P 500 Dual Directional Buffered PLUS Securities

According to the filing, Citigroup Global Markets Holdings Inc. offered Dual Directional Buffered Performance Leveraged Upside Securities linked to the S&P 500 Index (ticker: SPX), designated as principal at risk. The pricing date is set for November 13, 2026, with an issue date of November 18, 2026. The valuation date is November 30, 2028, subject to postponement for non-trading days or market disruption events, and the maturity date is December 5, 2028. The CUSIP is 17334D2K7 and the ISIN is US17334D2K78.

The filing describes three payment scenarios at maturity per $1,000 stated principal. If the final index level is above the initial level, the holder receives $1,000 plus 150% of the index return, capped at a maximum upside return of $208.00 per security. If the index is flat or has declined by no more than the 10.00% buffer, the holder receives $1,000 plus the absolute value of the index return. If the index has fallen by more than 10.00%, the payment is reduced dollar-for-dollar beyond the buffer, and the filing states the payment "will be less, and possibly significantly less, than the $1,000 stated principal amount per security." The filing explicitly warns that investors "may lose up to 90.00%" of their investment.

The filing states that the estimated value, based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate, is expected to be at least $920.00 per security on the pricing date. The filing notes this figure "is not an indication of actual profit to CGMI" nor of any secondary market price. The securities do not pay interest, will not be listed on any exchange, and are subject to the credit risk of both the issuer and Citigroup Inc. as guarantor. The filing references Registration Statement Nos. 333-293732 and 333-293732-02.

What Was Disclosed

Citigroup Global Markets Holdings Inc. filed a Free Writing Prospectus summarizing the key terms of structured notes linked to the S&P 500 Index, including a 150% leverage factor, a 20.80% maximum upside return, a 10.00% downside buffer, and an estimated value of at least $920.00 per security on the pricing date.