Citigroup Global Markets Holdings Inc. |
Free
Writing Prospectus to Pricing Supplement No. 2026-USNCH33579
Registration Statement
Nos. 333-293732 and 333-293732-02
Dated August 11, 2026;
Filed pursuant to Rule 433
|
Jump Securities with Auto-Callable
Feature Based Upon the Worst Performing of the State Street® Energy Select Sector SPDR® ETF, the State
Street® Health Care Select Sector SPDR® ETF and the State Street® Technology Select Sector
SPDR® ETF Due August , 2032
Principal at Risk Securities
This document provides
a summary of the terms of the securities. Investors must carefully review the accompanying preliminary pricing supplement
referenced below, product supplement, underlying supplement, prospectus supplement and prospectus, and the “Risk Considerations”
on the following page, prior to making an investment decision.
| Summary Terms |
| Issuer: |
Citigroup Global Markets Holdings Inc. |
| Guarantor: |
Citigroup Inc. |
| Underlyings: |
State Street® Energy Select Sector SPDR® ETF (ticker symbol: “XLE UP”), State Street® Health Care Select Sector SPDR® ETF (ticker symbol: “XLV UP”) and State Street® Technology Select Sector SPDR® ETF (ticker symbol: “XLK UP”) |
| Stated principal amount: |
$1,000 per security |
| Pricing date: |
August 21, 2026 |
| Issue date: |
August 26, 2026 |
| Maturity date: |
August 26, 2032 |
Valuation dates,
potential redemption |
The valuation dates and potential redemption dates are listed
below. The premium applicable to each valuation date is the amount indicated below. |
| Valuation dates, potential redemption dates and premiums: |
The valuation dates and potential redemption dates are listed below. The premium applicable to each valuation date is the amount indicated below. |
| Valuation Dates* |
Potential Redemption Dates** |
Premiums |
| August 30, 2027 |
September 2, 2027 |
13.200% of the stated principal amount |
| November 22, 2027 |
November 26, 2027 |
16.500% of the stated principal amount |
| February 22, 2028 |
February 25, 2028 |
19.800% of the stated principal amount |
| May 22, 2028 |
May 25, 2028 |
23.100% of the stated principal amount |
| August 21, 2028 |
August 24, 2028 |
26.400% of the stated principal amount |
| November 21, 2028 |
November 27, 2028 |
29.700% of the stated principal amount |
| February 21, 2029 |
February 26, 2029 |
33.000% of the stated principal amount |
| May 21, 2029 |
May 24, 2029 |
36.300% of the stated principal amount |
| August 21, 2029 |
August 24, 2029 |
39.600% of the stated principal amount |
| November 21, 2029 |
November 27, 2029 |
42.900% of the stated principal amount |
| February 21, 2030 |
February 26, 2030 |
46.200% of the stated principal amount |
| May 21, 2030 |
May 24, 2030 |
49.500% of the stated principal amount |
| August 21, 2030 |
August 26, 2030 |
52.800% of the stated principal amount |
| November 21, 2030 |
November 26, 2030 |
56.100% of the stated principal amount |
| February 21, 2031 |
February 26, 2031 |
59.400% of the stated principal amount |
| |
May 21, 2031 |
May 27, 2031 |
62.700% of the stated principal amount |
| |
August 21, 2031 |
August 26, 2031 |
66.000% of the stated principal amount |
| |
November 21, 2031 |
November 26, 2031 |
69.300% of the stated principal amount |
| |
February 23, 2032 |
February 26, 2032 |
72.600% of the stated principal amount |
| |
May 21, 2032 |
May 26, 2032 |
75.900% of the stated principal amount |
| |
August 23, 2032 (the “final valuation date”) |
N/A |
79.200% of the stated principal amount |
| |
*Each valuation date is subject to postponement if such date
is not a scheduled trading day or certain market disruption events occur with respect to any of the underlyings
** If the valuation date immediately preceding any potential
redemption date is postponed, that potential redemption date will also be postponed so that it falls on the third business day after such
valuation date, as postponed |
| Automatic early redemption: |
If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying is greater than or equal to its mandatory redemption threshold value, the securities will be automatically redeemed on the potential redemption date immediately following that valuation date for an amount in cash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemed following any valuation date prior to the final valuation date, they will cease to be outstanding and you will not be entitled to receive the premium applicable to any later valuation date. |
| Underlying return: |
For each of the underlyings on any valuation date, (i) its closing value on such valuation date minus its initial underlying value, divided by (ii) its initial underlying value |
| Initial underlying value: |
For each underlying, its closing value on the pricing date |
| Final underlying value: |
For each underlying, its closing value on the final valuation date |
| Mandatory redemption threshold value: |
For each underlying, 90% of its initial underlying value |
| Worst performing underlying: |
On any valuation date, the underlying with the lowest underlying return on such valuation date |
| Payment at maturity1: |
If the securities have not previously been redeemed, you will receive
at maturity, for each $1,000 stated principal amount security you then hold, an amount in cash equal to:
·
If
the final underlying value of the worst performing underlying on the final valuation date is greater than or equal to its initial underlying
value: $1,000 + the premium applicable to the final valuation date
·
If
the final underlying value of the worst performing underlying on the final valuation date is less than its initial underlying value:
$1,000 + ($1,000 x the underlying return of the worst performing underlying on the final valuation date)
If the securities are not automatically redeemed prior to maturity
and the final underlying value of the worst performing underlying on the final valuation date is less than its initial underlying value,
your payment at maturity will be less, and possibly significantly less, than the $1,000 stated principal amount per security. You should
not invest in the securities unless you are willing and able to bear the risk of losing a significant portion or all of your investment. |
| CUSIP/ISIN: |
17334CJ88 / US17334CJ886 |
| Preliminary pricing supplement: |
Preliminary Pricing Supplement Dated August 11, 2026 |
| Hypothetical Payment1 |
| If the first valuation date on which the closing value of the worst performing underlying is greater than or equal to its mandatory redemption threshold value, or its initial underlying value in the case of the final valuation date, is . . . |
. . . then you will receive the following payment per security upon automatic redemption or at maturity, as applicable |
| 1st valuation date |
$1,132.00 |
| 2nd valuation date |
$1,165.00 |
| 3rd valuation date |
$1,198.00 |
| 4th valuation date |
$1,231.00 |
| 5th valuation date |
$1,264.00 |
| 6th valuation date |
$1,297.00 |
| 7th valuation date |
$1,330.00 |
| 8th valuation date |
$1,363.00 |
| 9th valuation date |
$1,396.00 |
| 10th valuation date |
$1,429.00 |
| 11th valuation date |
$1,462.00 |
| 12th valuation date |
$1,495.00 |
| 13th valuation date |
$1,528.00 |
| 14th valuation date |
$1,561.00 |
| 15th valuation date |
$1,594.00 |
| 16th valuation date |
$1,627.00 |
| 17th valuation date |
$1,660.00 |
| 18th valuation date |
$1,693.00 |
| 19th valuation date |
$1,726.00 |
| 20th valuation date |
$1,759.00 |
| The final valuation date |
$1,792.00 |
| 1All payments are subject to our credit risk |
| |
|
On the date of the accompanying preliminary pricing supplement, Citigroup
Global Markets Holdings Inc. expects that the estimated value of the securities on the pricing date will be at least $869.00 per security,
which will be less than the public offering price. The estimated value of the securities is based on Citigroup Global Markets Inc.’s
(“CGMI”) proprietary pricing models and Citigroup Global Markets Holdings Inc.’s internal funding rate. It is not an
indication of actual profit to CGMI or other of Citigroup Global Markets Holdings Inc.’s affiliates, nor is it an indication of
the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation
of the Securities” in the accompanying preliminary pricing supplement. |
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.
Underlyings
For more information about the underlyings, including historical performance
information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks set forth below are discussed in more detail in the “Summary
Risk Factors” section in the accompanying preliminary pricing supplement. Please review those risk factors carefully
prior to making an investment decision.
| · | You may lose a significant portion or all of your
investment. |
| · | The securities do not pay interest. |
| · | Your potential return on the securities is limited. |
| · | The securities are subject to the risks of all of
the underlyings and will be negatively affected if any one of the underlyings performs poorly, even if the others perform well. |
| · | You will not benefit in any way from the performance
of any better performing underlying. |
| · | The term of the securities may be as short as one
year. |
| · | You will be subject to risks relating to the relationship
among the underlyings. |
| · | Investing in the securities is not equivalent to
investing in the underlyings. |
| · | Your return on the securities depends on the closing
values of the underlyings on a limited number of days. |
| · | The securities are subject to the credit risk of
Citigroup Global Markets Holdings Inc. and Citigroup Inc. |
| · | 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, based on CGMI’s proprietary pricing models and Citigroup Global Markets Holdings Inc.’s internal funding rate, is less
than the issue price. |
| · | The estimated value of the securities was determined
for Citigroup Global Markets Holdings Inc. by its affiliate using proprietary pricing models. |
| · | The estimated value of the securities would be lower
if it were calculated based on Citigroup Global Markets Holdings Inc.’s secondary market rate. |
| · | The estimated value of the securities is not an indication
of the price, if any, at which CGMI or any other person may be willing to buy the securities from you in the secondary market. |
| · | The value of the securities prior to maturity will
fluctuate based on many unpredictable factors. |
| · | Immediately following issuance, any secondary market
bid price provided by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates,
will reflect a temporary upward adjustment. |
| · | The State Street® Energy Select Sector
SPDR® Fund is subject to concentrated risks associated with the energy sector. |
| · | The State Street® Health Care Select
Sector SPDR® Fund is subject to concentrated risks associated with the health care sector. |
| · | The State Street® Technology Select
Sector SPDR® Fund is subject to concentrated risks associated with the technology sector. |
| · | Governmental regulatory actions, such as sanctions,
could adversely affect your investment in the securities. |
| · | Citigroup Global Markets Holdings Inc.’s offering
of the securities does not constitute a recommendation of any underlying. |
| · | The value and performance of any underlying share
issuer may not completely track the performance of its underlying index or its net asset value per share. |
| · | The closing values of the underlyings may be adversely
affected by Citigroup Global Markets Holdings Inc.’s or its affiliates’ hedging and other trading activities. |
| · | Citigroup Global Markets Holdings Inc. and its affiliates
may have economic interests that are adverse to yours as a result of the business activities of Citigroup Global Markets Holdings Inc.’s
affiliates. |
| · | Even if any underlying pays a dividend that it identifies
as special or extraordinary, no adjustment will be required under the securities for that dividend unless it meets the criteria specified
in the accompanying product supplement. |
| · | The securities will not be adjusted for all events
that could affect the closing value of any of the underlyings. |
| · | The securities may become linked to an underlying
other than one of the original underlyings upon the occurrence of a reorganization event or upon the delisting of any of the underlyings. |
| · | The calculation agent, which is an affiliate of Citigroup
Global Markets Holdings Inc., will make important determinations with respect to the securities. |
| · | Adjustments to the underlyings may affect the value
of your securities. |
| · | The U.S. federal tax consequences of an investment
in the securities are unclear. |
Tax Considerations
You should review carefully the discussion in the accompanying preliminary
pricing supplement under the heading “United States Federal Tax Considerations” concerning the U.S. federal tax consequences
of an investment in the securities, and you should consult your tax adviser.
