Citigroup Inc.

09/24/2026 | Press release | Distributed by Public on 09/24/2026 10:52

Free Writing Prospectus (Form FWP)

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

10 Year Autocallable Securities Linked to SPXF3EV6

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 35% Edge Volatility 6% Decrement Index (USD) ER (ticker: "SPXF3EV6")

Pricing date:

October 16, 2026

Valuation dates:

Quarterly, beginning approximately one year after issuance

Final valuation date:

October 21, 2036

Maturity date:

October 24, 2036

Final buffer value:

60.00% of the initial underlying value

Buffer percentage:

40.00%

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:

At least 16.80% per annum*

CUSIP / ISIN:

17334DJY9 / US17334DJY94

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 24, 2026

* The actual premium will be determined on the pricing date.

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

October 19, 2027

16.80%

$1,168.00

January 21, 2028

21.00%

$1,210.00

April 21, 2028

25.20%

$1,252.00

July 21, 2028

29.40%

$1,294.00

October 23, 2028

33.60%

$1,336.00

January 22, 2029

37.80%

$1,378.00

April 23, 2029

42.00%

$1,420.00

July 23, 2029

46.20%

$1,462.00

October 22, 2029

50.40%

$1,504.00

January 22, 2030

54.60%

$1,546.00

April 22, 2030

58.80%

$1,588.00

July 22, 2030

63.00%

$1,630.00

October 21, 2030

67.20%

$1,672.00

January 21, 2031

71.40%

$1,714.00

April 21, 2031

75.60%

$1,756.00

July 21, 2031

79.80%

$1,798.00

October 21, 2031

84.00%

$1,840.00

January 21, 2032

88.20%

$1,882.00

April 21, 2032

92.40%

$1,924.00

July 21, 2032

96.60%

$1,966.00

October 21, 2032

100.80%

$2,008.00

January 21, 2033

105.00%

$2,050.00

April 21, 2033

109.20%

$2,092.00

July 21, 2033

113.40%

$2,134.00

October 21, 2033

117.60%

$2,176.00

January 23, 2034

121.80%

$2,218.00

April 21, 2034

126.00%

$2,260.00

July 21, 2034

130.20%

$2,302.00

October 23, 2034

134.40%

$2,344.00

January 22, 2035

138.60%

$2,386.00

April 23, 2035

142.80%

$2,428.00

July 23, 2035

147.00%

$2,470.00

October 22, 2035

151.20%

$2,512.00

January 22, 2036

155.40%

$2,554.00

April 21, 2036

159.60%

$2,596.00

July 21, 2036

163.80%

$2,638.00

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.

** The hypotheticals assume that the premium applicable to each valuation date will be set at the lowest value indicated in this offering summary.

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%

$2,680.00

50.00%

$2,680.00

25.00%

$2,680.00

0.00%

$2,680.00

-0.01%

$1,000.00

-25.00%

$1,000.00

-40.00%

$1,000.00

-40.01%

$999.90

-50.00%

$900.00

-75.00%

$650.00

-100.00%

$400.00

*** The hypothetical assumes that the premium on the final valuation date will be set at the lowest value indicated in this offering summary.

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.

•You will not receive dividends or have any other rights with respect to the underlying.

•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.

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

•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 in the Underlying Futures Index.

•The underlying may be adversely affected by a time lag in its volatility targeting mechanism.

•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 a decrement of 6% per annum.

•The underlying may not fully participate in any appreciation of the Underlying Futures Index.

•The underlying may perform less favorably than it would if its volatility targeting mechanism were based on an alternative volatility measure, such as actual realized volatility, rather than implied volatility.

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

•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 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 24, 2026 at 16:53 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]