[424B2] Citigroup Inc. Prospectus Supplement
Bank of Montreal (BMO) is offering US$5.075 million of Senior Medium-Term Notes, Series K, Buffer Enhanced Return Notes (BERNs) linked to the S&P 500 Index, maturing 15 June 2027. The notes provide 200 % leveraged exposure to any positive index performance, but total appreciation is capped at 20.30 %, translating to a maximum redemption of US$1,203 per US$1,000 principal. If the index declines less than 15 % from the 6,033.11 initial level, investors receive par; beyond that, principal is reduced 1 % for every 1 % drop past the 15 % buffer, exposing holders to as much as an 85 % loss.
The notes pay no periodic interest, will not be listed, and are unsecured, unsubordinated obligations of BMO, subject to the bank’s credit risk and not covered by U.S. or Canadian deposit insurance. Initial value is estimated at US$986, reflecting structuring and hedging costs. BMO Capital Markets Corp. acts as calculation agent and selling agent, earning a 0.15 % underwriting commission; certain dealers may also receive up to a 0.50 % referral fee.
Key dates: pricing 16 June 2025, settlement 20 June 2025, valuation 10 June 2027, maturity 15 June 2027. Minimum denomination is US$1,000 (CUSIP 06376EHY1).
Primary risks highlighted include limited upside versus direct index investment, potential for substantial principal loss, lack of liquidity, no shareholder rights in S&P 500 constituents, and dependence on BMO’s credit quality. Investors should review additional risk factors in the accompanying prospectus documents before purchase.
Bank of Montreal (BMO) offre Senior Medium-Term Notes per un valore di 5,075 milioni di dollari USA, Serie K, Buffer Enhanced Return Notes (BERNs) legate all'indice S&P 500, con scadenza il 15 giugno 2027. Le note garantiscono un esposizione leva del 200% su qualsiasi performance positiva dell'indice, ma l'apprezzamento totale è limitato al 20,30%, corrispondente a un rimborso massimo di 1.203 dollari USA per ogni 1.000 dollari di capitale. Se l'indice scende di meno del 15% rispetto al livello iniziale di 6.033,11, gli investitori ricevono il valore nominale; oltre tale soglia, il capitale si riduce del 1% per ogni 1% di calo oltre la soglia del 15%, esponendo gli investitori a perdite fino all'85%.
Le note non pagano interessi periodici, non saranno quotate e rappresentano obbligazioni non garantite e non subordinate di BMO, soggette al rischio di credito della banca e non coperte da assicurazione sui depositi negli Stati Uniti o in Canada. Il valore iniziale è stimato in 986 dollari USA, riflettendo i costi di strutturazione e copertura. BMO Capital Markets Corp. agisce come agente di calcolo e agente di vendita, percependo una commissione di sottoscrizione dello 0,15%; alcuni dealer possono anche ricevere fino a un 0,50% di commissione di segnalazione.
Date chiave: prezzo 16 giugno 2025, regolamento 20 giugno 2025, valutazione 10 giugno 2027, scadenza 15 giugno 2027. Il taglio minimo è di 1.000 dollari USA (CUSIP 06376EHY1).
Rischi principali evidenziati includono un potenziale limitato di guadagno rispetto a un investimento diretto sull'indice, possibilità di perdite significative sul capitale, mancanza di liquidità, assenza di diritti azionari sui componenti dell'S&P 500 e dipendenza dalla qualità creditizia di BMO. Gli investitori dovrebbero consultare ulteriori fattori di rischio nei documenti di prospetto allegati prima dell'acquisto.
Bank of Montreal (BMO) ofrece Notas Senior a Medio Plazo por un valor de 5,075 millones de dólares estadounidenses, Serie K, Buffer Enhanced Return Notes (BERNs) vinculadas al índice S&P 500, con vencimiento el 15 de junio de 2027. Las notas proporcionan una exposición apalancada del 200% a cualquier rendimiento positivo del índice, pero la apreciación total está limitada al 20,30%, lo que se traduce en un reembolso máximo de 1.203 dólares estadounidenses por cada 1.000 dólares de principal. Si el índice cae menos del 15% desde el nivel inicial de 6.033,11, los inversores reciben el valor nominal; más allá de ese punto, el principal se reduce en un 1% por cada 1% de caída que supere el 15% de amortiguamiento, exponiendo a los tenedores a pérdidas de hasta el 85%.
Las notas no pagan intereses periódicos, no estarán listadas y son obligaciones no garantizadas y no subordinadas de BMO, sujetas al riesgo crediticio del banco y no cubiertas por el seguro de depósitos de EE.UU. o Canadá. El valor inicial se estima en 986 dólares estadounidenses, reflejando costos de estructuración y cobertura. BMO Capital Markets Corp. actúa como agente de cálculo y agente de venta, ganando una comisión de suscripción del 0,15%; ciertos distribuidores también pueden recibir hasta una comisión de referencia del 0,50%.
Fechas clave: fijación de precio 16 de junio de 2025, liquidación 20 de junio de 2025, valoración 10 de junio de 2027, vencimiento 15 de junio de 2027. La denominación mínima es de 1.000 dólares estadounidenses (CUSIP 06376EHY1).
Riesgos principales destacados incluyen un potencial limitado de ganancia en comparación con la inversión directa en el índice, posibilidad de pérdidas sustanciales del principal, falta de liquidez, ausencia de derechos accionarios en los componentes del S&P 500 y dependencia de la calidad crediticia de BMO. Los inversores deben revisar factores de riesgo adicionales en los documentos del prospecto adjuntos antes de la compra.
뱅크 오브 몬트리올(BMO)은 2027년 6월 15일 만기인 S&P 500 지수 연계 Senior Medium-Term Notes, Series K, Buffer Enhanced Return Notes(BERNs)를 미화 5,075,000달러 규모로 제공합니다. 이 노트는 지수의 긍정적 성과에 대해 200% 레버리지 노출을 제공하지만, 총 수익률은 20.30%로 제한되며, 이는 원금 1,000달러당 최대 상환금 1,203달러에 해당합니다. 지수가 초기 수준 6,033.11에서 15% 미만 하락하면 투자자는 액면가를 받으며, 그 이상 하락 시 원금은 버퍼 15%를 초과하는 하락분 1%마다 1%씩 감소하여 최대 85% 손실 위험이 있습니다.
이 노트는 정기 이자 지급이 없으며, 상장되지 않고, BMO의 무담보, 비후순위 채무로서 은행 신용위험에 노출되며 미국 또는 캐나다 예금 보험의 보호를 받지 않습니다. 초기 가치는 구조화 및 헤지 비용을 반영하여 986달러로 추정됩니다. BMO Capital Markets Corp.가 계산 및 판매 대행을 맡으며 0.15% 인수 수수료를 받으며, 일부 딜러는 최대 0.50% 추천 수수료를 받을 수 있습니다.
주요 일정: 가격 결정 2025년 6월 16일, 결제 2025년 6월 20일, 평가 2027년 6월 10일, 만기 2027년 6월 15일. 최소 단위는 미화 1,000달러(CUSIP 06376EHY1)입니다.
주요 위험요소로는 직접 지수 투자 대비 제한된 상승 잠재력, 상당한 원금 손실 가능성, 유동성 부족, S&P 500 구성 종목에 대한 주주 권리 부재, BMO의 신용 등급 의존성이 포함됩니다. 투자자는 구매 전에 첨부된 설명서 내 추가 위험 요소를 반드시 검토해야 합니다.
La Banque de Montréal (BMO) propose des Senior Medium-Term Notes d'un montant de 5,075 millions de dollars US, série K, Buffer Enhanced Return Notes (BERNs) liées à l'indice S&P 500, arrivant à échéance le 15 juin 2027. Ces notes offrent une exposition à effet de levier de 200% sur toute performance positive de l'indice, mais l'appréciation totale est plafonnée à 20,30%, ce qui correspond à un rachat maximal de 1 203 dollars US pour 1 000 dollars de principal. Si l'indice baisse de moins de 15% par rapport au niveau initial de 6 033,11, les investisseurs reçoivent la valeur nominale ; au-delà, le principal est réduit de 1% pour chaque baisse de 1% dépassant le buffer de 15%, exposant les détenteurs à une perte pouvant atteindre 85%.
Les notes ne versent aucun intérêt périodique, ne seront pas cotées et constituent des obligations non garanties et non subordonnées de BMO, soumises au risque de crédit de la banque et non couvertes par l'assurance-dépôts américaine ou canadienne. La valeur initiale est estimée à 986 dollars US, reflétant les coûts de structuration et de couverture. BMO Capital Markets Corp. agit en tant qu'agent de calcul et agent de vente, percevant une commission de souscription de 0,15% ; certains distributeurs peuvent également recevoir jusqu'à une commission de recommandation de 0,50%.
Dates clés : fixation du prix le 16 juin 2025, règlement le 20 juin 2025, valorisation le 10 juin 2027, échéance le 15 juin 2027. La valeur nominale minimale est de 1 000 dollars US (CUSIP 06376EHY1).
Principaux risques soulignés : potentiel de hausse limité par rapport à un investissement direct dans l'indice, risque important de perte en capital, manque de liquidité, absence de droits d'actionnaire sur les composants du S&P 500, et dépendance à la qualité de crédit de BMO. Les investisseurs doivent consulter les facteurs de risque supplémentaires dans les documents du prospectus avant d’acheter.
Die Bank of Montreal (BMO) bietet Senior Medium-Term Notes im Wert von 5,075 Millionen US-Dollar der Serie K, Buffer Enhanced Return Notes (BERNs) mit Bezug auf den S&P 500 Index, mit Fälligkeit am 15. Juni 2027, an. Die Notes bieten eine 200% gehebelte Beteiligung an jeder positiven Indexentwicklung, wobei die Gesamtrendite auf 20,30% begrenzt ist, was einer maximalen Rückzahlung von 1.203 US-Dollar je 1.000 US-Dollar Nominalwert entspricht. Fällt der Index weniger als 15% vom Anfangswert 6.033,11, erhalten Anleger den Nennwert; darüber hinaus wird das Kapital um 1% für jeden 1% Rückgang über die 15% Puffergrenze hinaus reduziert, was Verluste von bis zu 85% bedeuten kann.
Die Notes zahlen keine periodischen Zinsen, werden nicht börslich gehandelt und sind ungesicherte, nicht nachrangige Verbindlichkeiten von BMO, unterliegen dem Kreditrisiko der Bank und sind nicht durch US-amerikanische oder kanadische Einlagensicherung geschützt. Der Anfangswert wird auf 986 US-Dollar geschätzt und berücksichtigt Strukturierungs- und Absicherungskosten. BMO Capital Markets Corp. fungiert als Berechnungs- und Verkaufsagent und erhält eine Underwriting-Kommission von 0,15%; bestimmte Händler können zudem bis zu 0,50% Vermittlungsgebühr erhalten.
Wichtige Termine: Preisfestsetzung 16. Juni 2025, Abwicklung 20. Juni 2025, Bewertung 10. Juni 2027, Fälligkeit 15. Juni 2027. Mindeststückelung 1.000 US-Dollar (CUSIP 06376EHY1).
Hervorgehobene Hauptrisiken umfassen begrenztes Aufwärtspotenzial im Vergleich zur direkten Indexanlage, erhebliches Risiko eines Kapitalverlusts, mangelnde Liquidität, keine Aktionärsrechte an den S&P 500 Indexbestandteilen sowie Abhängigkeit von der Kreditwürdigkeit von BMO. Anleger sollten vor dem Kauf die zusätzlichen Risikofaktoren im beigefügten Prospekt sorgfältig prüfen.
- 200 % leveraged upside on S&P 500 gains until the 20.30 % cap is reached, enhancing returns versus direct index ownership within that range.
- 15 % downside buffer protects principal against moderate equity market declines before losses apply.
- Short two-year tenor (matures June 2027) reduces long-term market exposure compared with typical five- to seven-year structured notes.
- Maximum return capped at 20.30 %, limiting potential gains if the S&P 500 rallies strongly.
- Investors may lose up to 85 % of principal if the index falls more than 15 % by the valuation date.
- No periodic interest; holders receive neither coupons nor dividends, creating negative carry.
- Unsecured credit exposure to BMO with no FDIC or CDIC insurance; note value sensitive to bank credit spreads.
- Illiquidity risk; notes are not exchange-listed and secondary pricing relies on dealer discretion.
Insights
TL;DR: 200% upside leverage with 15% buffer but 20.3% cap; unsecured, illiquid, credit-linked to BMO.
The BERNs fit the classic buffered, leveraged design: investors trade unlimited upside for a modest 20.3 % cap in exchange for a 15 % downside shield. The risk-return profile may appeal to moderately bullish investors expecting mid-teens gains over two years, but holders face material tail risk—an 85 % maximum loss and zero coupon carry. The US$986 estimated value indicates a 1.4 % issue premium after fees and hedging. Liquidity is limited to dealer bid and the obligation is pari passu with other senior BMO debt, so spread widening or credit events could erode secondary pricing. Overall this is a niche allocation tool, not a core holding.
TL;DR: Return ceiling constrains upside; investors absorb BMO credit and market risk without FDIC/CDIC protection.
Because the notes are unsecured, any deterioration in BMO’s credit spreads directly affects mark-to-market values. The 0.15 % commission plus up to 0.50 % referral fee, combined with the modelled US$14 discount to estimated value, embeds distribution costs into the structure. Absence of interest income raises negative carry relative to conventional bonds. From a risk standpoint, the 15 % buffer offers limited protection in volatile equity markets; post-2022 drawdowns of >25 % occurred within months. For capital-preservation mandates, this product is unsuitable. For speculative allocations it could complement—but not replace—equity exposure.
Bank of Montreal (BMO) offre Senior Medium-Term Notes per un valore di 5,075 milioni di dollari USA, Serie K, Buffer Enhanced Return Notes (BERNs) legate all'indice S&P 500, con scadenza il 15 giugno 2027. Le note garantiscono un esposizione leva del 200% su qualsiasi performance positiva dell'indice, ma l'apprezzamento totale è limitato al 20,30%, corrispondente a un rimborso massimo di 1.203 dollari USA per ogni 1.000 dollari di capitale. Se l'indice scende di meno del 15% rispetto al livello iniziale di 6.033,11, gli investitori ricevono il valore nominale; oltre tale soglia, il capitale si riduce del 1% per ogni 1% di calo oltre la soglia del 15%, esponendo gli investitori a perdite fino all'85%.
Le note non pagano interessi periodici, non saranno quotate e rappresentano obbligazioni non garantite e non subordinate di BMO, soggette al rischio di credito della banca e non coperte da assicurazione sui depositi negli Stati Uniti o in Canada. Il valore iniziale è stimato in 986 dollari USA, riflettendo i costi di strutturazione e copertura. BMO Capital Markets Corp. agisce come agente di calcolo e agente di vendita, percependo una commissione di sottoscrizione dello 0,15%; alcuni dealer possono anche ricevere fino a un 0,50% di commissione di segnalazione.
Date chiave: prezzo 16 giugno 2025, regolamento 20 giugno 2025, valutazione 10 giugno 2027, scadenza 15 giugno 2027. Il taglio minimo è di 1.000 dollari USA (CUSIP 06376EHY1).
Rischi principali evidenziati includono un potenziale limitato di guadagno rispetto a un investimento diretto sull'indice, possibilità di perdite significative sul capitale, mancanza di liquidità, assenza di diritti azionari sui componenti dell'S&P 500 e dipendenza dalla qualità creditizia di BMO. Gli investitori dovrebbero consultare ulteriori fattori di rischio nei documenti di prospetto allegati prima dell'acquisto.
Bank of Montreal (BMO) ofrece Notas Senior a Medio Plazo por un valor de 5,075 millones de dólares estadounidenses, Serie K, Buffer Enhanced Return Notes (BERNs) vinculadas al índice S&P 500, con vencimiento el 15 de junio de 2027. Las notas proporcionan una exposición apalancada del 200% a cualquier rendimiento positivo del índice, pero la apreciación total está limitada al 20,30%, lo que se traduce en un reembolso máximo de 1.203 dólares estadounidenses por cada 1.000 dólares de principal. Si el índice cae menos del 15% desde el nivel inicial de 6.033,11, los inversores reciben el valor nominal; más allá de ese punto, el principal se reduce en un 1% por cada 1% de caída que supere el 15% de amortiguamiento, exponiendo a los tenedores a pérdidas de hasta el 85%.
Las notas no pagan intereses periódicos, no estarán listadas y son obligaciones no garantizadas y no subordinadas de BMO, sujetas al riesgo crediticio del banco y no cubiertas por el seguro de depósitos de EE.UU. o Canadá. El valor inicial se estima en 986 dólares estadounidenses, reflejando costos de estructuración y cobertura. BMO Capital Markets Corp. actúa como agente de cálculo y agente de venta, ganando una comisión de suscripción del 0,15%; ciertos distribuidores también pueden recibir hasta una comisión de referencia del 0,50%.
Fechas clave: fijación de precio 16 de junio de 2025, liquidación 20 de junio de 2025, valoración 10 de junio de 2027, vencimiento 15 de junio de 2027. La denominación mínima es de 1.000 dólares estadounidenses (CUSIP 06376EHY1).
Riesgos principales destacados incluyen un potencial limitado de ganancia en comparación con la inversión directa en el índice, posibilidad de pérdidas sustanciales del principal, falta de liquidez, ausencia de derechos accionarios en los componentes del S&P 500 y dependencia de la calidad crediticia de BMO. Los inversores deben revisar factores de riesgo adicionales en los documentos del prospecto adjuntos antes de la compra.
뱅크 오브 몬트리올(BMO)은 2027년 6월 15일 만기인 S&P 500 지수 연계 Senior Medium-Term Notes, Series K, Buffer Enhanced Return Notes(BERNs)를 미화 5,075,000달러 규모로 제공합니다. 이 노트는 지수의 긍정적 성과에 대해 200% 레버리지 노출을 제공하지만, 총 수익률은 20.30%로 제한되며, 이는 원금 1,000달러당 최대 상환금 1,203달러에 해당합니다. 지수가 초기 수준 6,033.11에서 15% 미만 하락하면 투자자는 액면가를 받으며, 그 이상 하락 시 원금은 버퍼 15%를 초과하는 하락분 1%마다 1%씩 감소하여 최대 85% 손실 위험이 있습니다.
이 노트는 정기 이자 지급이 없으며, 상장되지 않고, BMO의 무담보, 비후순위 채무로서 은행 신용위험에 노출되며 미국 또는 캐나다 예금 보험의 보호를 받지 않습니다. 초기 가치는 구조화 및 헤지 비용을 반영하여 986달러로 추정됩니다. BMO Capital Markets Corp.가 계산 및 판매 대행을 맡으며 0.15% 인수 수수료를 받으며, 일부 딜러는 최대 0.50% 추천 수수료를 받을 수 있습니다.
주요 일정: 가격 결정 2025년 6월 16일, 결제 2025년 6월 20일, 평가 2027년 6월 10일, 만기 2027년 6월 15일. 최소 단위는 미화 1,000달러(CUSIP 06376EHY1)입니다.
주요 위험요소로는 직접 지수 투자 대비 제한된 상승 잠재력, 상당한 원금 손실 가능성, 유동성 부족, S&P 500 구성 종목에 대한 주주 권리 부재, BMO의 신용 등급 의존성이 포함됩니다. 투자자는 구매 전에 첨부된 설명서 내 추가 위험 요소를 반드시 검토해야 합니다.
La Banque de Montréal (BMO) propose des Senior Medium-Term Notes d'un montant de 5,075 millions de dollars US, série K, Buffer Enhanced Return Notes (BERNs) liées à l'indice S&P 500, arrivant à échéance le 15 juin 2027. Ces notes offrent une exposition à effet de levier de 200% sur toute performance positive de l'indice, mais l'appréciation totale est plafonnée à 20,30%, ce qui correspond à un rachat maximal de 1 203 dollars US pour 1 000 dollars de principal. Si l'indice baisse de moins de 15% par rapport au niveau initial de 6 033,11, les investisseurs reçoivent la valeur nominale ; au-delà, le principal est réduit de 1% pour chaque baisse de 1% dépassant le buffer de 15%, exposant les détenteurs à une perte pouvant atteindre 85%.
Les notes ne versent aucun intérêt périodique, ne seront pas cotées et constituent des obligations non garanties et non subordonnées de BMO, soumises au risque de crédit de la banque et non couvertes par l'assurance-dépôts américaine ou canadienne. La valeur initiale est estimée à 986 dollars US, reflétant les coûts de structuration et de couverture. BMO Capital Markets Corp. agit en tant qu'agent de calcul et agent de vente, percevant une commission de souscription de 0,15% ; certains distributeurs peuvent également recevoir jusqu'à une commission de recommandation de 0,50%.
Dates clés : fixation du prix le 16 juin 2025, règlement le 20 juin 2025, valorisation le 10 juin 2027, échéance le 15 juin 2027. La valeur nominale minimale est de 1 000 dollars US (CUSIP 06376EHY1).
Principaux risques soulignés : potentiel de hausse limité par rapport à un investissement direct dans l'indice, risque important de perte en capital, manque de liquidité, absence de droits d'actionnaire sur les composants du S&P 500, et dépendance à la qualité de crédit de BMO. Les investisseurs doivent consulter les facteurs de risque supplémentaires dans les documents du prospectus avant d’acheter.
Die Bank of Montreal (BMO) bietet Senior Medium-Term Notes im Wert von 5,075 Millionen US-Dollar der Serie K, Buffer Enhanced Return Notes (BERNs) mit Bezug auf den S&P 500 Index, mit Fälligkeit am 15. Juni 2027, an. Die Notes bieten eine 200% gehebelte Beteiligung an jeder positiven Indexentwicklung, wobei die Gesamtrendite auf 20,30% begrenzt ist, was einer maximalen Rückzahlung von 1.203 US-Dollar je 1.000 US-Dollar Nominalwert entspricht. Fällt der Index weniger als 15% vom Anfangswert 6.033,11, erhalten Anleger den Nennwert; darüber hinaus wird das Kapital um 1% für jeden 1% Rückgang über die 15% Puffergrenze hinaus reduziert, was Verluste von bis zu 85% bedeuten kann.
Die Notes zahlen keine periodischen Zinsen, werden nicht börslich gehandelt und sind ungesicherte, nicht nachrangige Verbindlichkeiten von BMO, unterliegen dem Kreditrisiko der Bank und sind nicht durch US-amerikanische oder kanadische Einlagensicherung geschützt. Der Anfangswert wird auf 986 US-Dollar geschätzt und berücksichtigt Strukturierungs- und Absicherungskosten. BMO Capital Markets Corp. fungiert als Berechnungs- und Verkaufsagent und erhält eine Underwriting-Kommission von 0,15%; bestimmte Händler können zudem bis zu 0,50% Vermittlungsgebühr erhalten.
Wichtige Termine: Preisfestsetzung 16. Juni 2025, Abwicklung 20. Juni 2025, Bewertung 10. Juni 2027, Fälligkeit 15. Juni 2027. Mindeststückelung 1.000 US-Dollar (CUSIP 06376EHY1).
Hervorgehobene Hauptrisiken umfassen begrenztes Aufwärtspotenzial im Vergleich zur direkten Indexanlage, erhebliches Risiko eines Kapitalverlusts, mangelnde Liquidität, keine Aktionärsrechte an den S&P 500 Indexbestandteilen sowie Abhängigkeit von der Kreditwürdigkeit von BMO. Anleger sollten vor dem Kauf die zusätzlichen Risikofaktoren im beigefügten Prospekt sorgfältig prüfen.
The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 30, 2025 | |
| Citigroup Global Markets Holdings Inc. | June , 2025 Medium-Term Senior Notes, Series N Pricing Supplement No. 2025-USNCH27437 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-270327 and 333-270327-01 |
Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026
| § | The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity because you may not receive one or more, or any, contingent coupon payments; (ii) your actual yield may be negative because, at maturity, you may receive significantly less than the stated principal amount of your securities, and possibly nothing, and (iii) the securities may be automatically redeemed prior to maturity. Each of these risks will depend on the performance of the shares of common stock of Thermo Fisher Scientific Inc. (the “underlying shares”), as described below. Although you will be exposed to downside risk with respect to the underlying shares, you will not participate in any appreciation of the underlying shares or receive any dividends paid on the underlying shares. If the final share price is less than the final barrier price, you will lose more than 1% of the stated principal amount of your securities for every 1% by which the final share price has declined beyond the buffer amount. Accordingly, the lower the final share price, the less benefit you will receive from the buffer. There is no minimum payment at maturity. |
| § | Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. |
| KEY TERMS | |
| Issuer: | Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
| Guarantee: | All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc. |
| Underlying shares: | Shares of common stock of Thermo Fisher Scientific Inc. (ticker symbol: “TMO”) (the “underlying share issuer”) |
| Aggregate stated principal amount: | $ |
| Stated principal amount: | $1,000 per security |
| Strike date: | June 27, 2025 |
| Pricing date: | June , 2025 (expected to be June 30, 2025) |
| Issue date: | July , 2025 (expected to be July 3, 2025) |
| Interim valuation dates: | Expected to be July 30, 2025, September 2, 2025, September 30, 2025, October 30, 2025, December 1, 2025, December 30, 2025, January 30, 2026, March 2, 2026, March 30, 2026, April 30, 2026 and June 1, 2026, each subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur |
| Final valuation date: | Expected to be June 30, 2026, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur |
| Maturity date: | Unless earlier redeemed, July , 2026 (expected to be July 6, 2026), subject to postponement as described under “Additional Information” below |
| Contingent coupon payment dates: | For any interim valuation date, the third business day after such interim valuation date; and for the final valuation date, the maturity date |
| Contingent coupon: |
On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to 1.4667% of the stated principal amount of the securities if and only if the relevant share price for the related interim valuation date or with respect to the final valuation date, as applicable, is greater than or equal to the coupon barrier price. If the relevant share price on any interim valuation date or with respect to the final valuation date, as applicable, is less than the coupon barrier price, you will not receive any contingent coupon payment on the related contingent coupon payment date. If the relevant share price is less than the coupon barrier price on one or more interim valuation dates and, on a subsequent interim valuation date or with respect to the final valuation date, the relevant share price is greater than or equal to the coupon barrier price, your contingent coupon payment for that subsequent interim valuation date or with respect to the final valuation date, as applicable, will include all previously unpaid contingent coupon payments (without interest on amounts previously unpaid). However, if the relevant share price is less than the coupon barrier price on an interim valuation date and on each subsequent interim valuation date thereafter and with respect to the final valuation date, you will not receive the unpaid contingent coupon payments in respect of those interim valuation dates and with respect to the final valuation date. |
| Automatic early redemption: | If, on any of the interim valuation dates, the closing price of the underlying shares is greater than or equal to the initial share price, each security you then hold will be automatically redeemed on the related contingent coupon payment date for an amount in cash equal to $1,000 plus the related contingent coupon payment (including any previously unpaid contingent coupon payments). |
| Payment at maturity: |
If the securities are not automatically redeemed prior to maturity, you will be entitled to receive at maturity, for each $1,000 stated principal amount security you then hold: § If the final share price is greater than or equal to the final barrier price: $1,000 plus the contingent coupon payment due at maturity (including any previously unpaid contingent coupon payments) § If the final share price is less than the final barrier price: $1,000 + [$1,000 × the buffer rate × (the share return + the buffer amount)] If the final share price is less than the final barrier price, you will receive less than the stated principal amount of your securities, and possibly nothing, at maturity, and you will not receive any contingent coupon payment at maturity (including any previously unpaid contingent coupon payments). |
| Initial share price: | $408.28, the closing price of the underlying shares on the strike date |
| Final share price: | The closing price of the underlying shares on the final valuation date |
| Relevant share price: | For any contingent coupon payment date other than the maturity date, the relevant share price is the closing price of the underlying shares on the interim valuation date immediately preceding that contingent coupon payment date. For the maturity date, the relevant share price is the final share price. |
| Coupon barrier price: | $347.038, 85.00% of the initial share price |
| Share return: | (i) The final share price minus the initial share price, divided by (ii) the initial share price |
| Final barrier price: | $347.038, 85.00% of the initial share price |
| Buffer amount: | 15.00% |
| Buffer rate: | The initial share price divided by the final barrier price, which is approximately 117.647% |
| Listing: | The securities will not be listed on any securities exchange |
| CUSIP / ISIN: | 17333LFM2 / US17333LFM28 |
| Underwriter: | Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal |
| Underwriting fee and issue price: | Issue price(1)(2) | Underwriting fee(3) | Proceeds to issuer(3) |
| Per security: | $1,000.00 | $1.00 | $999.00 |
| Total: | $ | $ | $ |
(1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $944.50 per security, which will be less than the issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our 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 this pricing supplement.
(2) The issue price for investors purchasing the securities in fiduciary accounts is $999.00 per security.
(3) CGMI will receive an underwriting fee of $1.00 for each security sold in this offering. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the securities and, from the underwriting fee to CGMI, will receive a placement fee of $1.00 for each security they sell in this offering to accounts other than fiduciary accounts. CGMI and the placement agents will forgo an underwriting fee and placement fee for sales to fiduciary accounts. For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-10 dated March 7, 2023 Prospectus Supplement and Prospectus each dated March 7, 2023
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
Additional Information
General. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect whether you receive a contingent coupon payment on a contingent coupon payment date or whether the securities are automatically redeemed as well as your payment at maturity or, in the case of a delisting of the underlying shares, could give us the right to call the securities prior to maturity for an amount that may be less than the stated principal amount. These events, including market disruption events and other events affecting the underlying shares, and their consequences are described in the accompanying product supplement in the sections “Description of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date,” “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments” and “—Delisting of an Underlying Company,” and not in this pricing supplement. It is important that you read the accompanying product supplement, prospectus supplement and prospectus together with this pricing supplement before deciding whether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.
Dilution and Reorganization Adjustments. The initial share price, the coupon barrier price and the final barrier price are each a “Relevant Value” for purposes of the section “Description of the Securities— Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments” in the accompanying product supplement. Accordingly, the initial share price, the coupon barrier price and the final barrier price are each subject to adjustment upon the occurrence of any of the events described in that section.
Postponement of the Final Valuation Date; Postponement of the Maturity Date. If the scheduled final valuation date is not a scheduled trading day, the final valuation date will be postponed to the next succeeding scheduled trading day. In addition, if a market disruption event occurs on the scheduled final valuation date, the calculation agent may, but is not required to, postpone the final valuation date to the next succeeding scheduled trading day on which a market disruption event does not occur. However, in no event will the scheduled final valuation date be postponed more than five scheduled trading days after the originally scheduled final valuation date as a result of a market disruption event occurring on the scheduled final valuation date. If the final valuation date is postponed so that it falls less than three business days prior to the scheduled maturity date, the maturity date will be postponed to the third business day after the final valuation date as postponed. The provisions in this paragraph supersede the related provisions in the accompanying product supplement to the extent the provisions in this paragraph are inconsistent with those provisions. The terms “scheduled trading day” and “market disruption event” are defined in the accompanying product supplement. Each interim valuation date is subject to postponement on the terms set forth with respect to valuation dates in the accompanying product supplement.
| June 2025 | PS-2 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
Hypothetical Examples
The table below illustrates various hypothetical payments on the securities at maturity for a range of hypothetical final share prices of the underlying shares, assuming the securities are not automatically redeemed. The outcomes illustrated in the table are not exhaustive, and the actual payment at maturity you receive on the securities may differ from any example illustrated below. The table and examples that follow are based on the following hypothetical values and assumptions in order to illustrate how the securities work and do not reflect the actual initial share price, coupon barrier price or final barrier price.
| Initial share price: | $100.00 (the hypothetical closing price of the underlying shares on the strike date) |
| Coupon barrier price: | $85.00 (85.00% of the hypothetical initial share price) |
| Final barrier price: | $85.00 (85.00% of the hypothetical initial share price) |
| Contingent coupon: | 1.4667% of the stated principal amount, paid on each contingent coupon payment date |
For ease of analysis, figures in the table and examples below have been rounded.
| Maturity Date | ||
| Hypothetical final share price(1) | Hypothetical percentage change from initial share price to final share price | Hypothetical cash amount(2) you receive at maturity per security |
| $150.00 | 50.00% | $1,014.667 |
| $140.00 | 40.00% | $1,014.667 |
| $130.00 | 30.00% | $1,014.667 |
| $120.00 | 20.00% | $1,014.667 |
| $110.00 | 10.00% | $1,014.667 |
| $105.00 | 5.00% | $1,014.667 |
| $100.00 | 0.00% | $1,014.667 |
| $95.00 | -5.00% | $1,014.667 |
| $90.00 | -10.00% | $1,014.667 |
| $85.00 | -15.00% | $1,014.667 |
| $84.99 | -15.01% | $999.882 |
| $80.00 | -20.00% | $941.176 |
| $70.00 | -30.00% | $823.529 |
| $60.00 | -40.00% | $705.882 |
| $50.00 | -50.00% | $588.235 |
| $40.00 | -60.00% | $470.588 |
| $30.00 | -70.00% | $352.941 |
| $20.00 | -80.00% | $235.294 |
| $10.00 | -90.00% | $117.647 |
| $0.00 | -100.00% | $0.000 |
| (1) | The final share price is equal to the closing price of the underlying shares on the final valuation date. You will be repaid the stated principal amount of your securities if, and only if, the final share price is greater than or equal to the final barrier price. |
| (2) | You will receive a contingent coupon payment at maturity if, and only if, the final share price is greater than or equal to the coupon barrier price. For purposes of this table, it is assumed that there are no previously unpaid contingent coupon payments. |
The examples below illustrate various possible outcomes under the securities. The examples do not illustrate all possible outcomes, and the return you actually receive on an investment in the securities may differ from any example shown below. References below to the total return on an investment in the securities take into account all contingent coupon payments received (if any) on or prior to the date of redemption or maturity.
Examples assuming the securities are automatically redeemed prior to maturity:
Example 1: The hypothetical closing price of the underlying shares on the first interim valuation date is $110.00, which is greater than the hypothetical initial share price. Because the hypothetical closing price of the underlying shares is greater than the hypothetical initial share price on the first interim valuation date, the securities would be automatically redeemed on the first contingent coupon payment date for $1,014.667 per security, consisting of the stated principal amount of $1,000 plus the related contingent coupon payment of $14.667. In this scenario, the term of the securities would be approximately one month and you would receive a total return of 1.4667% on your investment in the securities.
Example 2: The hypothetical closing price of the underlying shares on the first interim valuation date is $50.00, which is less than the hypothetical coupon barrier price. As a result, no contingent coupon payment would be paid on the first contingent coupon payment date. On the second interim valuation date, the hypothetical closing price of the underlying shares is $95.00, which is greater than the hypothetical coupon barrier price but less than the hypothetical initial share price. As a result, on the second contingent coupon payment date, a contingent coupon payment of $14.667 per security plus the contingent coupon payment of $14.667 per security related to the first interim valuation date would be paid and the securities would not be automatically redeemed. On the third interim valuation date, the hypothetical closing price of the underlying shares is $110.00, which is greater than the hypothetical initial share price. Because the hypothetical closing price of the underlying shares on the third interim valuation date is greater than the hypothetical initial share price, the securities would be automatically redeemed on the third contingent coupon payment date for $1,014.667 per security, consisting of the stated principal amount of
| June 2025 | PS-3 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
$1,000 plus the related contingent coupon payment of $14.667. In this scenario, the term of the securities would be approximately three months and you would receive a total return of 4.4001% on your investment in the securities.
In each of the previous examples, the automatic early redemption feature of the securities would limit the term of the securities to less than the full term to maturity, and possibly to as short as approximately one month. If the securities are automatically redeemed early, you will not receive any additional contingent coupon payments after the redemption, and you may not be able to reinvest in other investments that offer comparable terms or returns. Although in each of these examples the hypothetical closing price of the underlying shares on the interim valuation date immediately before redemption is greater than the hypothetical initial share price, investors in the securities will not share in any appreciation of the underlying shares.
Examples assuming the securities are not automatically redeemed prior to maturity:
Example 3: The hypothetical closing price of the underlying shares on each of the interim valuation dates is less than the hypothetical initial share price but greater than the hypothetical coupon barrier price, and the hypothetical final share price is $130.00, which is greater than the hypothetical final barrier price. In this scenario, you would receive a contingent coupon payment of $14.667 per security on each contingent coupon payment date prior to maturity and, on the maturity date, would receive $1,014.667 per security, consisting of the stated principal amount of $1,000 plus the contingent coupon payment of $14.667 due at maturity. The total return on your investment in the securities in this example is 17.6004%, which is the maximum return you may receive on an investment in the securities. As this example illustrates, the return you receive on an investment in the securities may be less than the return you could have received on a direct investment in the underlying shares.
Example 4: The hypothetical closing price of the underlying shares is less than the hypothetical initial share price on each of the interim valuation dates but greater than the hypothetical coupon barrier price on only the first interim valuation date, and the hypothetical final share price is $95.00, which is greater than the hypothetical final barrier price. Because the hypothetical closing price of the underlying shares is greater than the hypothetical coupon barrier price on only the first interim valuation date, you would receive the contingent coupon payment of $14.667 per security on only the contingent coupon payment date related to the first interim valuation date. On the maturity date, because the final share price is greater than the final barrier price, you would receive $1,161.337 per security, consisting of the stated principal amount of $1,000 plus the contingent coupon payment of $14.667 due at maturity plus the ten contingent coupon payments of $14.667 related to the second through eleventh interim valuation dates. In this scenario, your total return on your investment in the securities would be 17.6004%.
Example 5: The hypothetical closing price of the underlying shares on each of the interim valuation dates is less than the hypothetical initial share price but greater than the hypothetical coupon barrier price, and the hypothetical final share price is $55.00, which is less than the hypothetical final barrier price. Because the hypothetical closing price of the underlying shares is greater than the hypothetical coupon barrier price on each interim valuation date, you would receive the contingent coupon payment of $14.667 per security on each contingent coupon payment date prior to the maturity date. On the maturity date, because the final share price is less than the final barrier price, you would receive $647.059 per security, calculated as follows:
Payment at maturity = $1,000 + [$1,000 × the buffer rate × (the share return + the buffer amount)]
= $1,000 + [$1,000 × 1.17647 × (-45.00% + 15.00%)]
= $1,000 + [$1,000 × 1.17647 × (-30.00%)]
= $647.059
In this scenario, you would receive significantly less than the stated principal amount of your securities at maturity. Because the final share price is less than the final barrier price, you will lose more than 1% of the stated principal amount of your securities for every 1% by which the final share price has declined beyond the buffer amount. In addition, because the final share price is below the coupon barrier price, you will not receive any contingent coupon payment at maturity. In this scenario, your total return on your investment in the securities would be -19.1604%.
Example 6: The hypothetical closing price of the underlying shares on each of the interim valuation dates is less than the hypothetical initial share price but greater than the hypothetical coupon barrier price, and the hypothetical final share price is $25.00, which is less than the hypothetical final barrier price. Because the hypothetical closing price of the underlying shares is greater than the hypothetical coupon barrier price on each interim valuation date, you would receive the contingent coupon payment of $14.667 per security on each contingent coupon payment date prior to the maturity date. On the maturity date, because the final share price is less than the final barrier price, you would receive $294.118 per security, calculated as follows:
Payment at maturity = $1,000 + [$1,000 × the buffer rate × (the share return + the buffer amount)]
= $1,000 + [$1,000 × 1.17647 × (-75.00% + 15.00%)]
= $1,000 + [$1,000 × 1.17647 × (-60.00%)]
= $294.118
In this scenario, you would receive significantly less than the stated principal amount of your securities at maturity. Because the final share price is less than the final barrier price, you will lose more than 1% of the stated principal amount of your securities for every 1% by which the final share price has declined beyond the buffer amount. In addition, because the final share price is below the coupon barrier price, you will not receive any contingent coupon payment at maturity. In this scenario, your total return on your investment in the securities would be -54.4545%. A comparison of this example with the previous example illustrates the diminishing benefit of the buffer the greater the depreciation of the underlying shares. The greater the depreciation of the underlying shares, the closer your negative return on the securities will be to the depreciation of the underlying shares.
| June 2025 | PS-4 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
Example 7: The hypothetical closing price of the underlying shares on each of the interim valuation dates is less than the hypothetical coupon barrier price, and the hypothetical final share price is $0.00. In this scenario, you would receive no contingent coupon payments over the term of the securities, and you would not be repaid any of your stated principal amount at maturity, for a total loss on your investment in the securities.
| June 2025 | PS-5 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
Summary Risk Factors
An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with the underlying shares. Accordingly, the securities are suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors as to the risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.
The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with the more detailed description of risks relating to an investment in the securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-7 in the accompanying product supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.
| § | You may lose a significant portion or all 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 and the final share price is less than the final barrier price, you will lose more than 1% of the stated principal amount of the securities for every 1% by which the final share price has declined beyond the buffer amount. You should understand that any decline in the final share price beyond the buffer amount will result in a magnified loss to your investment by the buffer rate, which will progressively offset any protection that the buffer amount would offer. The lower the final share price, the less benefit you will receive from the buffer. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment. |
| § | The initial share price, which was set on the strike date, may be higher than the closing price of the underlying shares on the pricing date. If the closing price of the underlying shares on the pricing date is less than the initial share price that was set on the strike date, the terms of the securities may be less favorable to you than the terms of an alternative investment that may be available to you that offers a similar payout as the securities but with the initial share price set on the pricing date. |
| § | You will not receive any contingent coupon payment on any contingent coupon payment date for which the relevant share price is less than the coupon barrier price on the related interim valuation date or with respect to the final valuation date, as applicable. A contingent coupon payment will be made on a contingent coupon payment date if and only if the relevant share price for the related interim valuation date or with respect to the final valuation date, as applicable, is greater than or equal to the coupon barrier price. If the relevant share price is less than the coupon barrier price for any interim valuation date or with respect to the final valuation date, as applicable, you will not receive any contingent coupon payment on the related contingent coupon payment date. You will receive a contingent coupon payment that has not been paid on a subsequent contingent coupon payment date if and only if the relevant share price for the related interim valuation date or with respect to the final valuation date, as applicable, is greater than or equal to the coupon barrier price. If the relevant share price is below the coupon barrier price for each interim valuation date and with respect to the final valuation date, you will not receive any contingent coupon payments over the term of the securities. |
| § | Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the securities, including the risks that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates, the securities will not be automatically redeemed and the amount you receive at maturity may be significantly less than the stated principal amount of your securities and may be zero. The volatility of the underlying shares is an important factor affecting these risks. Greater expected volatility of the underlying shares as of the pricing date may result in a higher contingent coupon rate, but it also represents a greater expected likelihood as of the pricing date that (i) the relevant share price will be less than the coupon barrier price for one or more interim valuation dates or with respect to the final valuation date, such that you will not receive one or more, or any, contingent coupon payments during the term of the securities, (ii) the relevant share price will be less than the initial share price on each interim valuation date, such that the securities are not automatically redeemed, and (iii) the final share price will be less than the final barrier price, such that you will not be repaid the stated principal amount of your securities at maturity. |
| § | You may not be adequately compensated for assuming the downside risk of the underlying shares. The potential contingent coupon payments on the securities are the compensation you receive for assuming the downside risk of the underlying shares, as well as all the other risks of the securities. That compensation is effectively “at risk” and may, therefore, be less than you currently anticipate. First, the actual yield you realize on the securities could be lower than you anticipate because the coupon is “contingent” and you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment dates. Second, the contingent coupon payments are the compensation you receive not only for the downside risk of the underlying shares, but also for all of the other risks of the securities, including the risk that the securities may be automatically redeemed prior to maturity, interest rate risk and our and Citigroup Inc.’s credit risk. If those other risks increase or are otherwise greater than you currently anticipate, the contingent coupon payments may turn out to be inadequate to compensate you for all the risks of the securities, including the downside risk of the underlying shares. |
| § | The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent coupon payments. The securities will be automatically redeemed prior to maturity if the closing price of the underlying shares on any interim valuation date is greater than or equal to the initial share price.Thus, the term of the securities may be limited to as short as approximately one month. If the securities are automatically redeemed prior to maturity, you will not receive any additional contingent |
| June 2025 | PS-6 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
coupon payments. Moreover, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk.
| § | The securities offer downside exposure to the underlying shares, but no upside exposure to the underlying shares. You will not participate in any appreciation in the price of the underlying shares over the term of the securities. Consequently, your return on the securities will be limited to the contingent coupon payments you receive, if any, and may be significantly less than the return on the underlying shares over the term of the securities. In addition, you will not receive any dividends or other distributions or have any other rights with respect to the underlying shares over the term of the securities. |
| § | The performance of the securities will depend on the closing price of the underlying shares solely on the relevant valuation dates, which makes the securities particularly sensitive to the volatility of the underlying shares. Whether any contingent coupons will be paid prior to maturity and whether the securities will be automatically redeemed prior to maturity will depend on the closing price of the underlying shares solely on the applicable interim valuation dates, regardless of the closing price of the underlying shares on other days during the term of the securities. If the securities are not automatically redeemed, the amount you receive at maturity will depend solely on the closing price of the underlying shares on the final valuation date and not on any other days during the term of the securities. Because the performance of the securities depends on the closing price of the underlying shares on a limited number of dates, the securities will be particularly sensitive to volatility in the closing price of the underlying shares. You should understand that the underlying shares have historically been highly volatile. |
| § | Your payment at maturity depends on the closing price of the underlying shares on a single day. Because your payment at maturity depends on the closing price of the underlying shares solely on the final valuation date, you are subject to the risk that the closing price of the underlying shares on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the securities. If you had invested directly in the underlying shares or in another instrument linked to the underlying shares that you could sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing prices of the underlying shares, you might have achieved better returns. |
| § | The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on our 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 securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity. |
| § | The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal funding rate, will be less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) the placement fees paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See “The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below. |
| § | The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying shares, dividend yields on the underlying shares and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value. |
| § | The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not the same as the coupon that is payable on the securities. |
| June 2025 | PS-7 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the securities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted for discretionary factors such as CGMI’s preferences with respect to purchasing the securities prior to maturity.
| § | 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. Any such secondary market price will fluctuate over the term of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the securities will be less than the issue price. |
| § | The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities prior to maturity will fluctuate based on the price and volatility of the underlying shares and a number of other factors, including the dividend yields on the underlying shares, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate. Changes in the price of the underlying shares may not result in a comparable change in the value of your securities. You should understand that the value of your securities at any time prior to maturity may be significantly less than the issue price. |
| § | 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 amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Securities” in this pricing supplement. |
| § | Our offering of the securities does not constitute a recommendation of the underlying shares by CGMI or its affiliates or by the placement agents or their affiliates. The fact that we are offering the securities does not mean that we believe, or that the placement agents or their affiliates believe, that investing in an instrument linked to the underlying shares is likely to achieve favorable returns. In fact, as we and the placement agents are part of global financial institutions, our affiliates and the placement agents and their affiliates may have positions (including short positions) in the underlying shares or in instruments related to the underlying shares over the term of the securities, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlying shares. These and other activities of our affiliates or the placement agents or their affiliates may affect the price of the underlying shares in a way that has a negative impact on your interests as a holder of the securities. |
| § | The price of the underlying shares may be adversely affected by our or our affiliates’ hedging and other trading activities. We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions directly in the underlying shares and other financial instruments related to the underlying shares and may adjust such positions during the term of the securities. Our affiliates and the placement agents and their affiliates also trade the underlying shares and other financial instruments related to the underlying shares on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities could affect the price of the underlying shares in a way that negatively affects the value of the securities. They could also result in substantial returns for us or our affiliates or the placement agents or their affiliates while the value of the securities declines. |
| § | We and our affiliates or the placement agents or their affiliates may have economic interests that are adverse to yours as a result of our affiliates’ or their business activities. Our affiliates or the placement agents or their affiliates may currently or from time to time engage in business with the underlying share issuer, including extending loans to, making equity investments in or providing advisory services to the underlying share issuer. In the course of this business, we or our affiliates or the placement agents or their affiliates may acquire non-public information about the underlying share issuer, which we and they will not disclose to you. Moreover, if any of our affiliates or the placement agents or their affiliates is or becomes a creditor of the underlying share issuer, they may exercise any remedies against the underlying share issuer that are available to them without regard to your interests. |
| § | You will have no rights and will not receive dividends with respect to the underlying shares. If any change to the underlying shares is proposed, such as an amendment to the underlying share issuer’s organizational documents, you will not have the right to vote on such change. Any such change may adversely affect the market price of the underlying shares. |
| § | Even if the underlying share issuer 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. In general, an adjustment will not be made under the terms of the securities for any cash dividend paid on the underlying shares unless the amount of the dividend per underlying share, together with any other dividends paid in the same fiscal quarter, exceeds the dividend paid per underlying share in the most recent fiscal quarter by an amount equal to at least 10% of the closing price of the underlying shares on the date of declaration of the dividend. Any dividend will reduce the closing price of the underlying shares by the amount of the dividend per underlying share. If the underlying share issuer pays any dividend for which an adjustment is not made under the terms of the securities, holders of the securities will be adversely affected. See “Description of the Securities— Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments—Certain Extraordinary Cash Dividends” in the accompanying product supplement. |
| June 2025 | PS-8 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
| § | The securities will not be adjusted for all events that could affect the price of the underlying shares. For example, we will not make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria described above, partial tender offers or additional public offerings of the underlying shares. Moreover, the adjustments we do make may not fully offset the dilutive or adverse effect of the particular event. Investors in the securities may be adversely affected by such an event in a circumstance in which a direct holder of the underlying shares would not. |
| § | If the underlying shares are delisted, we may call the securities prior to maturity for an amount that may be less than the stated principal amount. If we exercise this call right, you will receive the amount described under “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Delisting of an Underlying Company” in the accompanying product supplement. This amount may be less, and possibly significantly less, than the stated principal amount of the securities. |
| § | The securities may become linked to shares of an issuer other than the original underlying share issuer upon the occurrence of a reorganization event or upon the delisting of the underlying shares. For example, if the underlying share issuer enters into a merger agreement that provides for holders of the underlying shares to receive stock of another entity, the stock of such other entity will become the underlying shares for all purposes of the securities upon consummation of the merger. Additionally, if the underlying shares are delisted and we do not exercise our call right, the calculation agent may, in its sole discretion, select shares of another issuer to be the underlying shares. See “Description of the Securities— Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments,” and “—Delisting of an Underlying Company” in the accompanying product supplement. |
| § | The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If certain events occur, such as market disruption events, corporate events with respect to the underlying share issuer that may require a dilution adjustment or the delisting of the underlying shares, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your return on the securities. In making these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities. |
| § | The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as described in “United States Federal Tax Considerations” below. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively. |
Non-U.S. investors should note that persons having withholding responsibility in respect of the securities may withhold on any coupon payment paid to a non-U.S. investor, generally at a rate of 30%. To the extent that we have withholding responsibility in respect of the securities, we intend to so withhold.
You should read carefully the discussion under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
| June 2025 | PS-9 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
Information About Thermo Fisher Scientific Inc.
Thermo Fisher Scientific, Inc. manufactures scientific instruments, consumables, and chemicals. The company offers analytical instruments, laboratory equipment, software, services, consumables, reagents, chemicals, and supplies to pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions, and government agencies. The underlying shares of Thermo Fisher Scientific Inc. are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by Thermo Fisher Scientific Inc. pursuant to the Exchange Act can be located by reference to the SEC file number 001-08002 through the SEC’s website at http://www.sec.gov. In addition, information regarding Thermo Fisher Scientific Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. The underlying shares of Thermo Fisher Scientific Inc. trade on the New York Stock Exchange under the ticker symbol “TMO.”
We have derived all information regarding Thermo Fisher Scientific Inc. from publicly available information and have not independently verified any information regarding Thermo Fisher Scientific Inc. This pricing supplement relates only to the securities and not to Thermo Fisher Scientific Inc. We make no representation as to the performance of Thermo Fisher Scientific Inc. over the term of the securities.
The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. Thermo Fisher Scientific Inc. is not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing price of the underlying shares of Thermo Fisher Scientific Inc. on June 27, 2025 was $408.28.
The graph below shows the closing price of the underlying shares of Thermo Fisher Scientific Inc. for each day such price was available from January 2, 2015 to June 27, 2025. We obtained the closing prices from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period shown below, including, but not limited to, spin-offs or mergers, then the closing prices of the underlying shares of Thermo Fisher Scientific Inc. shown below for the period prior to the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such transaction had occurred prior to the first day in the period shown below. You should not take the historical prices of the underlying shares of Thermo Fisher Scientific Inc. as an indication of future performance.
| Underlying Shares of Thermo Fisher Scientific Inc. – Historical Closing Prices* January 2, 2015 to June 27, 2025 |
 |
* The red line indicates a coupon barrier price and final barrier price
of $347.038, which is equal to 85.00% of the initial share price.
| June 2025 | PS-10 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
United States Federal Tax Considerations
You should read carefully the discussion under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and “Summary Risk Factors” in this pricing supplement.
Due to the lack of any controlling legal authority, there is substantial uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection with any information reporting requirements we may have in respect of the securities under applicable law, we intend (in the absence of an administrative determination or judicial ruling to the contrary) to treat the securities for U.S. federal income tax purposes as prepaid forward contracts with associated coupon payments that will be treated as gross income to you at the time received or accrued in accordance with your regular method of tax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, this treatment of the securities is reasonable under current law; however, our counsel has advised us that it is unable to conclude affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments are possible. Moreover, our counsel’s opinion is based on market conditions as of the date of this preliminary pricing supplement and is subject to confirmation on the pricing date.
Assuming this treatment of the securities is respected and subject to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal income tax consequences should result under current law:
| · | Any coupon payments on the securities should be taxable as ordinary income to you at the time received or accrued in accordance with your regular method of accounting for U.S. federal income tax purposes. |
| · | Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to the difference between the amount realized and your tax basis in the security. For this purpose, the amount realized does not include any coupon paid on retirement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. Such gain or loss should be long-term capital gain or loss if you held the security for more than one year. |
We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative tax treatments of the securities and potential changes in applicable law.
Withholding Tax on Non-U.S. Holders. Because significant aspects of the tax treatment of the securities are uncertain, persons having withholding responsibility in respect of the securities may withhold on any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement), generally at a rate of 30%. To the extent that we have (or an affiliate of ours has) withholding responsibility in respect of the securities, we intend to so withhold. In order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the securities, including the possibility of obtaining a refund of any amounts withheld and the certification requirement described above.
As discussed under “United States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”) or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on the terms of the securities and representations provided by us as of the date of this preliminary pricing supplement, our counsel is of the opinion that the securities should not be treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m). However, the final determination regarding the treatment of the securities under Section 871(m) will be made as of the pricing date for the securities, and it is possible that the securities will be subject to withholding tax under Section 871(m) based on the circumstances as of that date.
A determination that the securities are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application may depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.
We will not be required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
| June 2025 | PS-11 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Phoenix Securities Based on the Common Stock of Thermo Fisher Scientific Inc. Due July , 2026 |
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $1.00 for each security sold in this offering. The amount of the underwriting fee to CGMI will be equal to the placement fee paid to the placement agents. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the securities and, from the underwriting fee to CGMI, will receive a placement fee of $1.00 for each security they sell in this offering to accounts other than fiduciary accounts. CGMI and the placement agents will forgo an underwriting fee and placement fee for sales to fiduciary accounts. In addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus. For the avoidance of doubt, the fees and commissions described on the cover of this pricing supplement will not be rebated or subject to amortization if the securities are automatically redeemed.
See “Plan of Distribution; Conflicts of Interest” in the accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus for additional information.
Valuation of the Securities
CGMI calculated the estimated value of the securities set forth on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on various inputs, including the factors described under “Summary Risk Factors—The value of the securities prior to maturity will fluctuate based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.
The estimated value of the securities is a function of the terms of the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement, it is uncertain what the estimated value of the securities will be on the pricing date because it is uncertain what the values of the inputs to CGMI’s proprietary pricing models will be on the pricing date.
For a period of approximately six months following issuance of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the six-month temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See “Summary Risk Factors—The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
© 2025 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.
| June 2025 | PS-12 |
FAQ
What is the upside leverage factor on BMO's Buffer Enhanced Return Notes?
What is the maximum amount I can receive at maturity per US$1,000 note?
How much principal protection do these notes offer?
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Are the notes insured or principal-protected by regulators?
