Citigroup Inc.

09/01/2026 | Press release | Distributed by Public on 09/01/2026 04:32

Free Writing Prospectus (Form FWP)

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

5 Year Buffered Autocallable Securities Linked to SPXI4EV6

Preliminary Terms

This summary of terms is not complete and should be read with the preliminary pricing supplement below

Issuer:

Citigroup Global Markets Holdings Inc.

Guarantor:

Citigroup Inc.

Underlying:

The S&P 500 Futures 40% Intraday Edge Volatility TCA 6% Decrement Index (USD) ER (ticker: "SPXI4EV6")

Pricing date:

September 15, 2026

Valuation dates:

Monthly, beginning approximately one year after issuance

Final valuation date:

September 15, 2031

Maturity date:

September 18, 2031

Final buffer value:

85.00% of the initial underlying value

Buffer percentage:

15.00%

Automatic early redemption:

If on any valuation date prior to the final valuation date the closing value of the underlying is greater than or equal to the initial underlying value, the securities will be automatically called for an amount equal to the principal plus the applicable premium

Premium:

20.00% per annum

CUSIP / ISIN:

17334CTD6 / US17334CTD64

Initial underlying value:

The closing value on the pricing date

Final underlying value:

The closing value on the final valuation date

Underlying return:

(Final underlying value - initial underlying value) / initial underlying value

Payment at maturity (if not autocalled):

•If the final underlying value is greater than or equal to the initial underlying value:

$1,000 + the premium applicable to the final valuation date

•If the final underlying value is less than the initial underlying value but greater than or equal to the final buffer value:

$1,000

•If the final underlying value is less than the final buffer value:

$1,000 + [$1,000 × (the underlying return + the buffer percentage)]

If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the final buffer value, which means that the underlying has depreciated from the initial underlying value by more than the buffer percentage, you will lose 1% of the stated principal amount of your securities at maturity for every 1% by which that depreciation exceeds the buffer percentage.

All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Stated principal amount:

$1,000 per security

Preliminary pricing supplement:

Preliminary Pricing Supplement dated September 1, 2026

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Hypothetical Interim Payment per Security

Valuation Date on which the Closing Value of the Underlying Equals or Exceeds Initial Underlying Value

Premium

Hypothetical Redemption

September 15, 2027

20.00%

$1,200.00

October 15, 2027

21.6667%

$1,216.667

November 15, 2027

23.3333%

$1,233.333

December 15, 2027

25.00%

$1,250.00

January 18, 2028

26.6667%

$1,266.667

February 15, 2028

28.3333%

$1,283.333

March 15, 2028

30.00%

$1,300.00

April 17, 2028

31.6667%

$1,316.667

May 15, 2028

33.3333%

$1,333.333

June 15, 2028

35.00%

$1,350.00

July 17, 2028

36.6667%

$1,366.667

August 15, 2028

38.3333%

$1,383.333

September 15, 2028

40.00%

$1,400.00

October 16, 2028

41.6667%

$1,416.667

November 15, 2028

43.3333%

$1,433.333

December 15, 2028

45.00%

$1,450.00

January 16, 2029

46.6667%

$1,466.667

February 15, 2029

48.3333%

$1,483.333

March 15, 2029

50.00%

$1,500.00

April 16, 2029

51.6667%

$1,516.667

May 15, 2029

53.3333%

$1,533.333

June 15, 2029

55.00%

$1,550.00

July 16, 2029

56.6667%

$1,566.667

August 15, 2029

58.3333%

$1,583.333

September 17, 2029

60.00%

$1,600.00

October 15, 2029

61.6667%

$1,616.667

November 15, 2029

63.3333%

$1,633.333

December 17, 2029

65.00%

$1,650.00

January 15, 2030

66.6667%

$1,666.667

February 15, 2030

68.3333%

$1,683.333

March 15, 2030

70.00%

$1,700.00

April 15, 2030

71.6667%

$1,716.667

May 15, 2030

73.3333%

$1,733.333

June 17, 2030

75.00%

$1,750.00

July 15, 2030

76.6667%

$1,766.667

August 15, 2030

78.3333%

$1,783.333

September 16, 2030

80.00%

$1,800.00

October 15, 2030

81.6667%

$1,816.667

November 15, 2030

83.3333%

$1,833.333

December 16, 2030

85.00%

$1,850.00

January 15, 2031

86.6667%

$1,866.667

February 18, 2031

88.3333%

$1,883.333

March 17, 2031

90.00%

$1,900.00

April 15, 2031

91.6667%

$1,916.667

May 15, 2031

93.3333%

$1,933.333

June 16, 2031

95.00%

$1,950.00

July 15, 2031

96.6667%

$1,966.667

August 15, 2031

98.3333%

$1,983.333

If the closing value of the underlying is not greater than or equal to the initial underlying value on any interim valuation date, then the securities will not be automatically redeemed prior to maturity and you will not receive a premium following that valuation date.

Hypothetical Payment at Maturity per Security

Assumes the securities have not been automatically redeemed prior to maturity.

Hypothetical Underlying Return on Final Valuation Date

Hypothetical Payment at Maturity

100.00%

$2,000.00

50.00%

$2,000.00

25.00%

$2,000.00

0.00%

$2,000.00

-0.01%

$1,000.00

-15.00%

$1,000.00

-15.01%

$999.90

-25.00%

$900.00

-50.00%

$650.00

-75.00%

$400.00

-100.00%

$150.00

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Additional Information

Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed registration statements (including the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission ("SEC") for the offering to which this communication relates. Before you invest, you should read the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus in those registration statements (File Nos. 333-293732 and 333-293732-02) and the other documents Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed with the SEC for more complete information about Citigroup Global Markets Holdings Inc., Citigroup Inc. and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request these documents by calling toll-free 1-800-831-9146.

Filed pursuant to Rule 433

This offering summary does not contain all of the material information an investor should consider before investing in the securities. This offering summary is not for distribution in isolation and must be read together with the accompanying preliminary pricing supplement and the other documents referred to therein, which can be accessed via the link on the first page.

Selected Risk Considerations

•You may lose a significant portion of your investment. Unlike conventional debt securities, the securities do not provide for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior to maturity, your payment at maturity will depend on the final underlying value. If the final underlying value is less than the final buffer value, which means that the underlying has depreciated from the initial underlying value by more than the buffer percentage, you will lose 1% of the stated principal amount of your securities for every 1% by which that depreciation exceeds the buffer percentage.

•Your potential return on the securities is limited.

•The securities do not pay interest.

•The securities may be automatically redeemed prior to maturity.

•The securities offer downside exposure, but no upside exposure, to the underlying.

•The securities are particularly sensitive to the volatility of the closing value of the underlying on or near the valuation dates.

•The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. defaults on its obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the securities.

•The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.

•The estimated value of the securities on the pricing date will be less than the issue price. For more information about the estimated value of the securities, see the accompanying preliminary pricing supplement.

•The value of the securities prior to maturity will fluctuate based on many unpredictable factors.

•Sale of the securities prior to maturity may result in a loss of principal.

•The calculation agent, which is an affiliate of the issuer, will make important determinations with respect to the securities.

•If a material modification event occurs during the term of the securities, the issuer may redeem the securities early for an amount that may result in a significant loss on your investment.

•The calculation agent may make determinations in connection with a material modification event and the early redemption amount that could adversely affect your return upon early redemption.

•The issuer and its affiliates may have conflicts of interest with you.

•The U.S. federal tax consequences of an investment in the securities are unclear.

•The underlying is highly risky because it may reflect highly leveraged exposure to the Underlying Futures Index and may therefore experience a decline that is many multiples of any decline in the Underlying Futures Index.

•The underlying may realize significant losses if it is not consistently successful in increasing exposure to the Underlying Futures Index in advance of increases in the Underlying Futures Index and reducing exposure to the Underlying Futures Index in advance of declines.

•A significant portion of the underlying may be hypothetically uninvested, dampening returns.

•The underlying may significantly underperform the S&P 500® Index.

•The underlying may experience significantly greater volatility than its volatility target.

•The underlying's intraday trend-following mechanism may not be effective.

•The underlying's overnight mean-reversion mechanism may not be effective.

•The underlying may perform poorly in temporary market downturns.

•The underlying may be adversely affected by a "decay" effect.

•The Underlying Futures Index is expected to underperform the S&P 500® Index because of an implicit financing cost.

•The performance of the underlying will be reduced by notional costs and by a decrement of 6% per annum.

•The decrement of 6% per annum may reduce the annual return of the underlying by more (and possibly significantly more) than 6%.

•The negative impact of notional costs on the annual return of the underlying may be greater than the absolute amount by which notional costs reduce the level of the underlying.

•The manner in which the underlying measures underlying volatility may not be effective.

•This approach to determining the underlying volatility is premised on the notion that forward-looking implied volatility tends to be higher than backward-looking realized volatility because of a risk premium embedded in the options used to calculate forward-looking implied volatility.

•The underlying has limited actual performance information.

•An affiliate of ours participated in the development of the underlying.

The above summary of selected risks does not describe all of the risks associated with an investment in the securities. You should read the accompanying preliminary pricing supplement and product supplement for a more complete description of risks relating to the securities.

Citigroup Inc. published this content on September 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 01, 2026 at 10:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]