[424B2] Citigroup Inc. Prospectus Supplement

Q: What contingent coupon rate do the Citigroup (C) notes offer?

The notes pay at least 0.7375 % quarterly , equivalent to ≥ 8.85 % annually , but only if the worst-performing index stays at or above 70 % of its initial level on the observation date.

Q: How much downside protection do investors have on these Citigroup equity-linked notes?

There is a 10 % buffer ; principal loss starts only if the worst index closes below 90 % of its initial value on the final valuation date.

Q: When can Citigroup call the securities before maturity?

Citigroup may redeem the notes in whole on six dates starting 16 Jan 2026 and ending 16 Apr 2027 , paying $1,000 plus any due coupon.

Q: What happens if no contingent coupon barriers are satisfied during the term?

If the worst-performing index is below its barrier on every valuation date, no coupons are paid over the entire term.

Q: Are the notes listed on an exchange?

No. The securities will not be listed ; any secondary trading will rely solely on CGMI’s discretionary market-making.

Q: Why is the estimated value ($≈935) lower than the $1,000 issue price?

The difference reflects fees, hedging costs and Citigroup’s internal funding rate , which reduce economic value to investors.

Filing Impact

(No impact)

Filing Sentiment

(Neutral)

Form Type

424B2

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering Callable Contingent Coupon Equity-Linked Securities maturing 21 July 2027. The unsecured notes are linked to the worst performer of three U.S. equity indices – the Dow Jones Industrial Average, the Russell 2000 and the S&P 500. Each $1,000 note may pay a quarterly contingent coupon of at least 0.7375 % (≥ 8.85 % p.a.) only if, on the relevant valuation date, the worst-performing index closes at or above 70 % of its initial level (the coupon barrier). Coupons are forgone for any period in which this test fails.

The issuer may call the notes in whole on any of six potential redemption dates beginning 16 January 2026. If called, investors receive $1,000 plus the applicable coupon, ending further upside from coupon accrual.

At maturity, provided the notes were not called, repayment depends on the final level of the worst-performing index relative to a 90 % “final buffer”:

If worst performer ≥ 90 % of its initial level – investor receives full principal ($1,000) plus any final coupon.
If worst performer < 90 % – principal is reduced 1 % for every 1 % decline beyond the 10 % buffer: Redemption = $1,000 × [1 + (index return + 10 %)]. Maximum loss equals nearly full principal.

Key terms: pricing date 16 July 2025; issue price $1,000; estimated value ≥ $935 (below issue price); underwriting fee up to $7.50; CUSIP 17333LMQ5; unlisted; secondary market, if any, only through CGMI.

Principal risks highlighted by the issuer include:

Credit risk of Citigroup Global Markets Holdings Inc. and guarantor Citigroup Inc.
Loss of principal if worst performer falls > 10 %.
Coupons are not fixed; investors may receive few or none.
Early redemption limits income potential and reinvestment options.
No participation in index upside and no dividend entitlement.
Illiquidity – no exchange listing and discretionary secondary market making.
Estimated value is below issue price due to fees, hedging costs and internal funding rate.

Investors must also consider tax uncertainty (pre-paid forward characterization not yet confirmed by IRS) and heightened volatility/ correlation risk from a three-index “worst-of” structure. The product is therefore suited only for investors comfortable with equity-market downside, issuer credit exposure and limited liquidity in exchange for a potentially attractive contingent yield.

Citigroup Global Markets Holdings Inc. (garantita da Citigroup Inc.) offre titoli azionari collegati con cedola condizionata e richiamabili con scadenza il 21 luglio 2027. Le obbligazioni non garantite sono collegate all’indice peggiore tra tre indici azionari statunitensi – il Dow Jones Industrial Average, il Russell 2000 e lo S&P 500. Ogni titolo da $1.000 può corrispondere una cedola trimestrale condizionata di almeno lo 0,7375% (≥ 8,85% annuo) solo se, alla data di valutazione, l’indice peggiore chiude pari o superiore al 70% del livello iniziale (la barriera della cedola). Le cedole sono perse per ogni periodo in cui questa condizione non è soddisfatta.

L’emittente può richiamare i titoli per intero in una delle sei possibili date di rimborso a partire dal 16 gennaio 2026. Se richiamati, gli investitori ricevono $1.000 più la cedola dovuta, interrompendo l’accumulo di ulteriori cedole.

Alla scadenza, se i titoli non sono stati richiamati, il rimborso dipende dal livello finale dell’indice peggiore rispetto a un “buffer finale” del 90%:

Se l’indice peggiore è ≥ 90% del livello iniziale – l’investitore riceve il capitale pieno ($1.000) più l’eventuale cedola finale.
Se l’indice peggiore è < 90% – il capitale è ridotto dell’1% per ogni punto percentuale di calo oltre il 10% di buffer: Rimborso = $1.000 × [1 + (rendimento indice + 10%)]. La perdita massima è quasi totale sul capitale.

Termini chiave: data di prezzo 16 luglio 2025; prezzo di emissione $1.000; valore stimato ≥ $935 (inferiore al prezzo di emissione); commissione di collocamento fino a $7,50; CUSIP 17333LMQ5; non quotato; mercato secondario, se presente, solo tramite CGMI.

Principali rischi evidenziati dall’emittente:

Rischio di credito di Citigroup Global Markets Holdings Inc. e del garante Citigroup Inc.
Perdita del capitale se l’indice peggiore scende oltre il 10%.
Le cedole non sono fisse; gli investitori potrebbero riceverne poche o nessuna.
Il richiamo anticipato limita il potenziale di reddito e le opzioni di reinvestimento.
Nessuna partecipazione all’aumento degli indici e nessun diritto ai dividendi.
Scarsa liquidità – nessuna quotazione in borsa e mercato secondario discrezionale.
Valore stimato inferiore al prezzo di emissione a causa di commissioni, costi di copertura e tasso interno di finanziamento.

Gli investitori devono inoltre considerare l’incertezza fiscale (la classificazione come pre-paid forward non è ancora confermata dall’IRS) e il rischio aumentato di volatilità e correlazione dovuto alla struttura “worst-of” su tre indici. Il prodotto è quindi adatto solo a investitori che accettano il rischio di ribasso azionario, l’esposizione al rischio di credito dell’emittente e la liquidità limitata in cambio di un potenziale rendimento condizionato interessante.

Citigroup Global Markets Holdings Inc. (garantizado por Citigroup Inc.) ofrece Valores vinculados a acciones con cupón contingente y rescatables con vencimiento el 21 de julio de 2027. Los bonos no garantizados están vinculados al peor rendimiento entre tres índices bursátiles estadounidenses – el Dow Jones Industrial Average, el Russell 2000 y el S&P 500. Cada bono de $1,000 puede pagar un cupón trimestral contingente de al menos 0.7375% (≥ 8.85% anual) solo si, en la fecha de valoración correspondiente, el índice con peor desempeño cierra en o por encima del 70% de su nivel inicial (la barrera del cupón). Los cupones se pierden para cualquier periodo en que esta condición no se cumpla.

El emisor puede rescatar los bonos en su totalidad en cualquiera de las seis fechas de redención posibles a partir del 16 de enero de 2026. Si es rescatado, los inversores reciben $1,000 más el cupón aplicable, terminando la acumulación de cupones adicionales.

Al vencimiento, siempre que los bonos no hayan sido rescatados, el reembolso depende del nivel final del índice con peor desempeño en relación con un “amortiguador final” del 90%:

Si el peor índice ≥ 90% de su nivel inicial – el inversor recibe el principal completo ($1,000) más cualquier cupón final.
Si el peor índice < 90% – el principal se reduce un 1% por cada 1% de caída más allá del 10% de amortiguador: Redención = $1,000 × [1 + (rendimiento del índice + 10%)]. La pérdida máxima es casi total del principal.

Términos clave: fecha de precio 16 de julio de 2025; precio de emisión $1,000; valor estimado ≥ $935 (por debajo del precio de emisión); comisión de suscripción hasta $7.50; CUSIP 17333LMQ5; no listado; mercado secundario, si existe, solo a través de CGMI.

Riesgos principales destacados por el emisor:

Riesgo crediticio de Citigroup Global Markets Holdings Inc. y del garante Citigroup Inc.
Pérdida de principal si el peor índice cae más del 10%.
Los cupones no son fijos; los inversores pueden recibir pocos o ninguno.
El rescate anticipado limita el potencial de ingresos y las opciones de reinversión.
No hay participación en la subida del índice ni derecho a dividendos.
Ilíquidez – sin cotización en bolsa y mercado secundario discrecional.
El valor estimado está por debajo del precio de emisión debido a comisiones, costos de cobertura y tasa interna de financiamiento.

Los inversores también deben considerar la incertidumbre fiscal (la caracterización como pre-paid forward aún no confirmada por el IRS) y el mayor riesgo de volatilidad y correlación derivado de la estructura “worst-of” con tres índices. Por ello, el producto es adecuado solo para inversores que estén cómodos con la caída del mercado accionario, la exposición al riesgo crediticio del emisor y la liquidez limitada a cambio de un rendimiento contingente potencialmente atractivo.

Citigroup Global Markets Holdings Inc. (Citigroup Inc. 보증)에서 2027년 7월 21일 만기인 콜 가능 조건부 쿠폰 주식 연계 증권을 제공합니다. 이 무담보 채권은 미국의 세 가지 주가지수 중 최저 성과 지수인 Dow Jones Industrial Average, Russell 2000, S&P 500에 연계되어 있습니다. 각 $1,000 채권은 해당 평가일에 최저 성과 지수가 초기 수준의 70% 이상으로 마감할 경우에만 분기별 최소 0.7375% (연 8.85% 이상)의 조건부 쿠폰을 지급할 수 있습니다. 이 조건을 충족하지 못하는 기간에는 쿠폰이 지급되지 않습니다.

발행자는 2026년 1월 16일부터 시작되는 6번의 잠재적 상환일 중 어느 날에든 채권 전체를 콜할 수 있습니다. 콜이 이루어지면 투자자는 $1,000과 해당 쿠폰을 받으며, 이후 쿠폰 누적은 종료됩니다.

만기 시, 채권이 콜되지 않은 경우, 상환은 최저 성과 지수의 최종 수준이 90% “최종 버퍼”에 비례하여 결정됩니다:

최저 성과 지수가 초기 수준의 90% 이상이면 – 투자자는 원금 전액($1,000)과 최종 쿠폰을 받습니다.
최저 성과 지수가 90% 미만이면 – 10% 버퍼를 초과하는 하락 1%마다 원금이 1%씩 감소합니다: 상환금 = $1,000 × [1 + (지수 수익률 + 10%)]. 최대 손실은 거의 전액 원금 손실과 같습니다.

주요 조건: 가격 결정일 2025년 7월 16일; 발행가 $1,000; 예상 가치 ≥ $935 (발행가 이하); 인수 수수료 최대 $7.50; CUSIP 17333LMQ5; 비상장; 2차 시장은 CGMI를 통해서만 거래 가능할 수 있음.

주요 위험 발행자가 강조한 내용:

Citigroup Global Markets Holdings Inc. 및 보증인 Citigroup Inc.의 신용 위험.
최저 성과 지수가 10% 이상 하락 시 원금 손실 가능성.
쿠폰은 고정되어 있지 않으며, 투자자는 쿠폰을 거의 받지 못하거나 전혀 받지 못할 수 있음.
조기 상환은 수익 잠재력과 재투자 옵션을 제한함.
지수 상승에 대한 참여 없음 및 배당금 권리 없음.
유동성 부족 – 상장되지 않았으며 2차 시장 조성은 임의적임.
수수료, 헤지 비용 및 내부 자금 조달률로 인해 예상 가치가 발행가보다 낮음.

투자자는 또한 세금 불확실성(IRS에서 선불 선도계약으로의 분류가 아직 확인되지 않음)과 세 가지 지수의 “최악 지수” 구조에서 오는 높은 변동성 및 상관관계 위험을 고려해야 합니다. 따라서 이 상품은 주식시장 하락 위험, 발행자 신용 위험 및 제한된 유동성을 감수하면서 잠재적으로 매력적인 조건부 수익률을 원하는 투자자에게 적합합니다.

Citigroup Global Markets Holdings Inc. (garanti par Citigroup Inc.) propose des titres liés à des actions avec coupon conditionnel et remboursement anticipé possible arrivant à échéance le 21 juillet 2027. Les obligations non sécurisées sont liées à la performance la plus faible de trois indices boursiers américains – le Dow Jones Industrial Average, le Russell 2000 et le S&P 500. Chaque obligation de 1 000 $ peut verser un coupon trimestriel conditionnel d’au moins 0,7375 % (≥ 8,85 % par an) uniquement si, à la date d’évaluation concernée, l’indice le plus faible clôture à ou au-dessus de 70 % de son niveau initial (barrière du coupon). Les coupons sont perdus pour toute période où cette condition n’est pas remplie.

L’émetteur peut rappeler les titres en totalité à l’une des six dates potentielles de remboursement à partir du 16 janvier 2026. En cas de rappel, les investisseurs reçoivent 1 000 $ plus le coupon applicable, mettant fin à l’accumulation de coupons supplémentaires.

À l’échéance, si les titres n’ont pas été rappelés, le remboursement dépend du niveau final de l’indice le plus faible par rapport à un « tampon final » de 90 % :

Si l’indice le plus faible est ≥ 90 % de son niveau initial – l’investisseur reçoit le capital intégral (1 000 $) plus tout coupon final.
Si l’indice le plus faible est < 90 % – le capital est réduit de 1 % pour chaque baisse de 1 % au-delà du tampon de 10 % : Remboursement = 1 000 $ × [1 + (performance de l’indice + 10 %)]. La perte maximale correspond à presque la totalité du capital.

Principaux termes : date de tarification 16 juillet 2025 ; prix d’émission 1 000 $ ; valeur estimée ≥ 935 $ (inférieure au prix d’émission) ; frais de souscription jusqu’à 7,50 $ ; CUSIP 17333LMQ5 ; non coté ; marché secondaire, le cas échéant, uniquement via CGMI.

Risques principaux soulignés par l’émetteur :

Risque de crédit de Citigroup Global Markets Holdings Inc. et du garant Citigroup Inc.
Perte du capital si l’indice le plus faible chute de plus de 10 %.
Les coupons ne sont pas fixes ; les investisseurs peuvent en recevoir peu ou aucun.
Le remboursement anticipé limite le potentiel de revenu et les options de réinvestissement.
Aucune participation à la hausse des indices et aucun droit aux dividendes.
Illiquidité – pas de cotation en bourse et marché secondaire discrétionnaire.
La valeur estimée est inférieure au prix d’émission en raison des frais, des coûts de couverture et du taux interne de financement.

Les investisseurs doivent également prendre en compte l’incertitude fiscale (la caractérisation en prépaiement anticipé n’a pas encore été confirmée par l’IRS) et le risque accru de volatilité/corrélation lié à la structure « worst-of » sur trois indices. Ce produit convient donc uniquement aux investisseurs à l’aise avec le risque de baisse des marchés actions, l’exposition au risque de crédit de l’émetteur et la liquidité limitée en échange d’un rendement conditionnel potentiellement attractif.

Citigroup Global Markets Holdings Inc. (garantiert durch Citigroup Inc.) bietet Callable Contingent Coupon Equity-Linked Securities mit Fälligkeit am 21. Juli 2027 an. Die unbesicherten Schuldverschreibungen sind an den schlechtesten Performer von drei US-Aktienindizes gekoppelt – den Dow Jones Industrial Average, den Russell 2000 und den S&P 500. Jede $1.000-Anleihe kann nur dann eine vierteljährliche bedingte Kuponzahlung von mindestens 0,7375 % (≥ 8,85 % p.a.) leisten, wenn der schlechteste Index am jeweiligen Bewertungstag auf oder über 70 % seines Anfangswerts schließt (Kupon-Barriere). Fällt der Index unter diese Schwelle, entfällt der Kupon für diesen Zeitraum.

Der Emittent kann die Anleihen vollständig an sechs möglichen Rückzahlungsterminen ab dem 16. Januar 2026 vorzeitig zurückrufen. Bei Ausübung erhalten Anleger $1.000 plus den fälligen Kupon, wodurch weitere Kuponzahlungen enden.

Bei Fälligkeit, sofern die Anleihen nicht zurückgerufen wurden, hängt die Rückzahlung vom Endstand des schlechtesten Index im Verhältnis zu einem 90 % „Final Buffer“ ab:

Wenn der schlechteste Performer ≥ 90 % des Anfangswerts ist – erhält der Anleger den vollen Nennwert ($1.000) plus etwaige Schlusskupons.
Wenn der schlechteste Performer < 90 % ist – wird der Nennwert um 1 % für jeden Prozentpunkt unter dem 10 % Puffer reduziert: Rückzahlung = $1.000 × [1 + (Indexrendite + 10 %)]. Der maximale Verlust entspricht fast dem gesamten Kapital.

Wesentliche Bedingungen: Preistag 16. Juli 2025; Ausgabepreis $1.000; geschätzter Wert ≥ $935 (unter Ausgabepreis); Zeichnungsgebühr bis zu $7,50; CUSIP 17333LMQ5; nicht börsennotiert; Sekundärmarkt, falls vorhanden, nur über CGMI.

Hauptsächliche Risiken laut Emittent:

Kreditrisiko von Citigroup Global Markets Holdings Inc. und dem Bürgen Citigroup Inc.
Kapitalverlust, falls der schlechteste Performer mehr als 10 % fällt.
Kupons sind nicht fest; Anleger können wenige oder keine erhalten.
Frühzeitige Rückzahlung begrenzt Einkommenspotenzial und Reinvestitionsmöglichkeiten.
Keine Partizipation an Indexgewinnen und keine Dividendenansprüche.
Illiquidität – keine Börsennotierung und diskretionärer Sekundärmarkt.
Geschätzter Wert liegt unter dem Ausgabepreis aufgrund von Gebühren, Absicherungskosten und internem Finanzierungssatz.

Anleger sollten zudem steuerliche Unsicherheiten (Vorab-Forward-Charakterisierung noch nicht vom IRS bestätigt) sowie erhöhte Volatilitäts- und Korrelationsrisiken durch die „Worst-of“-Struktur mit drei Indizes berücksichtigen. Das Produkt eignet sich daher nur für Anleger, die bereit sind, das Risiko von Aktienmarktabschwüngen, Emittenten-Kreditrisiken und eingeschränkter Liquidität zugunsten einer potenziell attraktiven bedingten Rendite einzugehen.

Positive

High conditional coupon: at least 8.85 % per annum, well above conventional Citigroup bonds of similar maturity.
10 % downside buffer before principal is impaired at maturity.
Citigroup Inc. guarantee provides senior unsecured credit support.
Early call feature could return capital faster if indices perform well.
Diversified index exposure across large-cap, blue-chip and small-cap U.S. equities (DJIA, SPX, RUT).

Negative

Principal at risk: losses begin if worst performer falls more than 10 %; severe market stress can wipe out most capital.
Coupons are not assured; any barrier breach cancels the relevant payment.
Worst-of structure means performance is dictated by the single weakest index, amplifying downside probability.
Issuer call risk caps income potential and introduces reinvestment uncertainty.
Unsecured & unlisted: subject to Citigroup credit risk and potential illiquidity; estimated value ($≈935) is below the $1,000 issue price.
Tax treatment unclear; prepaid-forward characterization could be challenged, and non-U.S. holders may face 30 % withholding.

Insights

TL;DR 8.85 % conditional coupons and 10 % buffer come with worst-of index risk, issuer credit exposure and early-call uncertainty.

The note targets yield-seeking investors. The ≥ 8.85 % rate is competitive versus conventional Citigroup debt of similar tenor, yet coupons hinge on the worst performer staying above the 70 % barrier on each of 24 observation dates. Historical drawdowns show all three indices have breached this level multiple times, especially the small-cap Russell 2000. Therefore, probability of missing coupons is material. The 10 % principal buffer is modest; a 35 % worst-case decline would leave holders with only $650. Because Citigroup can call when the structure favours them (typically after a period of strong index performance), investors face reinvestment risk and limited upside. The note’s unlisted status and estimated value of $935 (6.5 % discount to issue price) underscore liquidity and mark-to-market challenges. Overall risk/return appears balanced but not compelling for most investors; suitability is narrow.

TL;DR Multi-asset worst-of design materially raises downside probability; limited buffer means potential heavy capital loss.

Correlations among DJIA, SPX and RUT are imperfect; during stress episodes small-cap underperformance drives worst-of outcomes. Monte Carlo scenarios (using historical volatilities & correlations cited by CGMI) suggest ≥ 30 % chance the worst performer finishes below the 90 % buffer, triggering principal loss. Coupon receipt probability is similarly path-dependent; consecutive barrier breaches can fully eliminate yield. Credit-spread compensation is minimal: note spreads vs. Citigroup senior curve tighten if early-called, thus risk-adjusted carry may underperform plain-vanilla bonds. Liquidity is dealer-dependent and bid-offer could exceed 1.5 % of notional. From a risk standpoint, the structure is skewed negative for buy-and-hold investors.

Alla scadenza, se i titoli non sono stati richiamati, il rimborso dipende dal livello finale dell’indice peggiore rispetto a un “buffer finale” del 90%:

Se l’indice peggiore è ≥ 90% del livello iniziale – l’investitore riceve il capitale pieno ($1.000) più l’eventuale cedola finale.
Se l’indice peggiore è < 90% – il capitale è ridotto dell’1% per ogni punto percentuale di calo oltre il 10% di buffer: Rimborso = $1.000 × [1 + (rendimento indice + 10%)]. La perdita massima è quasi totale sul capitale.

Principali rischi evidenziati dall’emittente:

Rischio di credito di Citigroup Global Markets Holdings Inc. e del garante Citigroup Inc.
Perdita del capitale se l’indice peggiore scende oltre il 10%.
Le cedole non sono fisse; gli investitori potrebbero riceverne poche o nessuna.
Il richiamo anticipato limita il potenziale di reddito e le opzioni di reinvestimento.
Nessuna partecipazione all’aumento degli indici e nessun diritto ai dividendi.
Scarsa liquidità – nessuna quotazione in borsa e mercato secondario discrezionale.
Valore stimato inferiore al prezzo di emissione a causa di commissioni, costi di copertura e tasso interno di finanziamento.

Al vencimiento, siempre que los bonos no hayan sido rescatados, el reembolso depende del nivel final del índice con peor desempeño en relación con un “amortiguador final” del 90%:

Si el peor índice ≥ 90% de su nivel inicial – el inversor recibe el principal completo ($1,000) más cualquier cupón final.
Si el peor índice < 90% – el principal se reduce un 1% por cada 1% de caída más allá del 10% de amortiguador: Redención = $1,000 × [1 + (rendimiento del índice + 10%)]. La pérdida máxima es casi total del principal.

Riesgos principales destacados por el emisor:

Riesgo crediticio de Citigroup Global Markets Holdings Inc. y del garante Citigroup Inc.
Pérdida de principal si el peor índice cae más del 10%.
Los cupones no son fijos; los inversores pueden recibir pocos o ninguno.
El rescate anticipado limita el potencial de ingresos y las opciones de reinversión.
No hay participación en la subida del índice ni derecho a dividendos.
Ilíquidez – sin cotización en bolsa y mercado secundario discrecional.
El valor estimado está por debajo del precio de emisión debido a comisiones, costos de cobertura y tasa interna de financiamiento.

만기 시, 채권이 콜되지 않은 경우, 상환은 최저 성과 지수의 최종 수준이 90% “최종 버퍼”에 비례하여 결정됩니다:

최저 성과 지수가 초기 수준의 90% 이상이면 – 투자자는 원금 전액($1,000)과 최종 쿠폰을 받습니다.
최저 성과 지수가 90% 미만이면 – 10% 버퍼를 초과하는 하락 1%마다 원금이 1%씩 감소합니다: 상환금 = $1,000 × [1 + (지수 수익률 + 10%)]. 최대 손실은 거의 전액 원금 손실과 같습니다.

주요 위험 발행자가 강조한 내용:

Citigroup Global Markets Holdings Inc. 및 보증인 Citigroup Inc.의 신용 위험.
최저 성과 지수가 10% 이상 하락 시 원금 손실 가능성.
쿠폰은 고정되어 있지 않으며, 투자자는 쿠폰을 거의 받지 못하거나 전혀 받지 못할 수 있음.
조기 상환은 수익 잠재력과 재투자 옵션을 제한함.
지수 상승에 대한 참여 없음 및 배당금 권리 없음.
유동성 부족 – 상장되지 않았으며 2차 시장 조성은 임의적임.
수수료, 헤지 비용 및 내부 자금 조달률로 인해 예상 가치가 발행가보다 낮음.

À l’échéance, si les titres n’ont pas été rappelés, le remboursement dépend du niveau final de l’indice le plus faible par rapport à un « tampon final » de 90 % :

Si l’indice le plus faible est ≥ 90 % de son niveau initial – l’investisseur reçoit le capital intégral (1 000 $) plus tout coupon final.
Si l’indice le plus faible est < 90 % – le capital est réduit de 1 % pour chaque baisse de 1 % au-delà du tampon de 10 % : Remboursement = 1 000 $ × [1 + (performance de l’indice + 10 %)]. La perte maximale correspond à presque la totalité du capital.

Risques principaux soulignés par l’émetteur :

Risque de crédit de Citigroup Global Markets Holdings Inc. et du garant Citigroup Inc.
Perte du capital si l’indice le plus faible chute de plus de 10 %.
Les coupons ne sont pas fixes ; les investisseurs peuvent en recevoir peu ou aucun.
Le remboursement anticipé limite le potentiel de revenu et les options de réinvestissement.
Aucune participation à la hausse des indices et aucun droit aux dividendes.
Illiquidité – pas de cotation en bourse et marché secondaire discrétionnaire.
La valeur estimée est inférieure au prix d’émission en raison des frais, des coûts de couverture et du taux interne de financement.

Bei Fälligkeit, sofern die Anleihen nicht zurückgerufen wurden, hängt die Rückzahlung vom Endstand des schlechtesten Index im Verhältnis zu einem 90 % „Final Buffer“ ab:

Wenn der schlechteste Performer ≥ 90 % des Anfangswerts ist – erhält der Anleger den vollen Nennwert ($1.000) plus etwaige Schlusskupons.
Wenn der schlechteste Performer < 90 % ist – wird der Nennwert um 1 % für jeden Prozentpunkt unter dem 10 % Puffer reduziert: Rückzahlung = $1.000 × [1 + (Indexrendite + 10 %)]. Der maximale Verlust entspricht fast dem gesamten Kapital.

Hauptsächliche Risiken laut Emittent:

Kreditrisiko von Citigroup Global Markets Holdings Inc. und dem Bürgen Citigroup Inc.
Kapitalverlust, falls der schlechteste Performer mehr als 10 % fällt.
Kupons sind nicht fest; Anleger können wenige oder keine erhalten.
Frühzeitige Rückzahlung begrenzt Einkommenspotenzial und Reinvestitionsmöglichkeiten.
Keine Partizipation an Indexgewinnen und keine Dividendenansprüche.
Illiquidität – keine Börsennotierung und diskretionärer Sekundärmarkt.
Geschätzter Wert liegt unter dem Ausgabepreis aufgrund von Gebühren, Absicherungskosten und internem Finanzierungssatz.

07/14/2025 - 06:21 AM

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, underlying 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 JULY 14, 2025

Citigroup Global Markets Holdings Inc.

July , 2025

Medium-Term Senior Notes, Series N

Pricing Supplement No. 2025-USNCH27574

Filed Pursuant to Rule 424(b)(2)

Registration Statement Nos. 333-270327 and 333-270327-01

Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial Average^TM, the Russell 2000^® Index and the S&P 500^® Index Due July 21, 2027

▪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 periodic 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, and (ii) the value of what you receive at maturity may be significantly less than the stated principal amount of your securities. Each of these risks will depend solely on the performance of the worst performing of the underlyings specified below.

▪We have the right to call the securities for mandatory redemption on any potential redemption date specified below.

▪You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one of the underlyings. Although you will have downside exposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation of any underlying.

▪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.
Underlyings:	Underlying Initial underlying value^* Coupon barrier value^ Final buffer value^* Dow Jones Industrial Average^TM Russell 2000^® Index S&P 500^® Index ^For each underlying, its closing value on the pricing date ^For each underlying, 70.00% of its initial underlying value ^**For each underlying, 90.00% of its initial underlying value
Stated principal amount:	$1,000 per security
Pricing date:	July 16, 2025
Issue date:	July 21, 2025
Valuation dates:	August 18, 2025, September 16, 2025, October 16, 2025, November 17, 2025, December 16, 2025, January 16, 2026, February 17, 2026, March 16, 2026, April 16, 2026, May 18, 2026, June 16, 2026, July 16, 2026, August 17, 2026, September 16, 2026, October 16, 2026, November 16, 2026, December 16, 2026, January 19, 2027, February 16, 2027, March 16, 2027, April 16, 2027, May 17, 2027, June 16, 2027 and July 16, 2027 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
Maturity date:	Unless earlier redeemed, July 21, 2027
Contingent coupon payment dates:	The third business day after each valuation date, except that the contingent coupon payment date following the final valuation date will be the maturity date
Contingent coupon:	On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to at least 0.7375% of the stated principal amount of the securities (equivalent to a contingent coupon rate of at least 8.85% per annum) (to be determined on the pricing date) if and only if the closing value of the worst performing underlying on the immediately preceding valuation date is greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon payment date.
Payment at maturity:	If the securities are not redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to the final contingent coupon payment, if applicable): ■If the final underlying value of the worst performing underlying on the final valuation date is greater than or equal to its final buffer value: $1,000 ■If the final underlying value of the worst performing underlying on the final valuation date is less than its final buffer value: $1,000 + [$1,000 × (the underlying return of the worst performing underlying on the final valuation date + the buffer percentage)] If the securities are not redeemed prior to maturity and the final underlying value of the worst performing underlying on the final valuation date is less than its final buffer value, which means that the worst performing underlying on the final valuation date has depreciated from its initial underlying value by more than the buffer percentage, you will lose 1% of the stated principal amount of your securities at maturity for every 1% by which that depreciation exceeds the buffer percentage.
Buffer percentage:	10.00%
Listing:	The securities will not be listed on any securities exchange
Underwriter:	Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
Underwriting fee and issue price:	Issue price⁽¹⁾	Underwriting fee⁽²⁾	Proceeds to issuer⁽³⁾
Per security:	$1,000.00	$7.50	$992.50
Total:	$	$	$

(Key Terms continued on next page)

(1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $935.00 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) CGMI will receive an underwriting fee of up to $7.50 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwriting fee. 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.

(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.

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, underlying 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, underlying supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:

Product Supplement No. EA-04-10 dated March 7, 2023Underlying Supplement No. 11 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.

KEY TERMS (continued)
Redemption:	We may call the securities, in whole and not in part, for mandatory redemption on any potential redemption date upon not less than three business days’ notice. Following an exercise of our call right, you will receive for each security you then hold an amount in cash equal to $1,000 plus the related contingent coupon payment, if any.
Potential redemption dates:	The contingent coupon payment dates related to the valuation dates scheduled to occur on January 16, 2026, April 16, 2026, July 16, 2026, October 16, 2026, January 19, 2027 and April 16, 2027
Final underlying value:	For each underlying, its closing value on the final valuation date
Worst performing underlying:	For any valuation date, the underlying with the lowest underlying return determined as of that valuation date
Underlying return:	For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial underlying value, divided by (ii) its initial underlying value
CUSIP / ISIN:	17333LMQ5 / US17333LMQ58

Citigroup Global Markets Holdings Inc.

Additional Information

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, the accompanying product supplement contains important information about how the closing value of each underlying will be determined and about adjustments that may be made to the terms of the securities upon the occurrence of market disruption events and other specified events with respect to each underlying. The accompanying underlying supplement contains information about each underlying that is not repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying 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.

Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples in the first section below illustrate how to determine whether a contingent coupon will be paid following a valuation date. The examples in the second section below illustrate how to determine the payment at maturity on the securities, assuming the securities are not redeemed prior to maturity. The examples are solely for illustrative purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on the securities.

The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values, coupon barrier values or final buffer values of the underlyings. For the actual initial underlying value, coupon barrier value and final buffer value of each underlying, see the cover page of this pricing supplement. We have used these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the securities work. However, you should understand that the actual payments on the securities will be calculated based on the actual initial underlying value, coupon barrier value and final buffer value of each underlying, and not the hypothetical values indicated below. For ease of analysis, figures below have been rounded. The examples below assume that the contingent coupon rate is set at the lowest value indicated on the cover page of this pricing supplement. The actual contingent coupon rate will be determined on the pricing date.

Underlying	Hypothetical initial underlying value	Hypothetical coupon barrier value	Hypothetical final buffer value
Dow Jones Industrial Average^TM	100.00	70.00 (70.00% of its hypothetical initial underlying value)	90.00 (90.00% of its hypothetical initial underlying value)
Russell 2000^® Index	100.00	70.00 (70.00% of its hypothetical initial underlying value)	90.00 (90.00% of its hypothetical initial underlying value)
S&P 500^® Index	100.00	70.00 (70.00% of its hypothetical initial underlying value)	90.00 (90.00% of its hypothetical initial underlying value)

Hypothetical Examples of Contingent Coupon Payments Following a Valuation Date

The three hypothetical examples below illustrate how to determine whether a contingent coupon will be paid following a hypothetical valuation date, assuming that the closing values of the underlyings on the hypothetical valuation date are as indicated below.

	Hypothetical closing value of the Dow Jones Industrial Average^TM on hypothetical valuation date	Hypothetical closing value of the Russell 2000^® Index on hypothetical valuation date	Hypothetical closing value of the S&P 500^® Index on hypothetical valuation date	Hypothetical payment per $1,000.00 security on related contingent coupon payment date
Example 1	120 (underlying return = (120 - 100) / 100 = 20%)	85 (underlying return = (85 - 100) / 100 = -15%)	115 (underlying return = (115 - 100) / 100 = 15%)	$7.375 (contingent coupon is paid)
Example 2	45 (underlying return = (45 - 100) / 100 = -55%)	120 (underlying return = (120 - 100) / 100 = 20%)	130 (underlying return = (130 - 100) / 100 = 30%)	$0.00 (no contingent coupon)
Example 3	30 (underlying return = (30 - 100) / 100 = -70%)	40 (underlying return = (40 - 100) / 100 = -60%)	10 (underlying return = (10 - 100) / 100 = -90%)	$0.00 (no contingent coupon)

Example 1: On the hypothetical valuation date, the Russell 2000^® Index has the lowest underlying return and, therefore, is the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation date is greater than its coupon barrier value. As a result, investors in the securities would receive the contingent coupon payment on the related contingent coupon payment date.

Example 2: On the hypothetical valuation date, the Dow Jones Industrial Average^TM has the lowest underlying return and, therefore, is the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive any payment on the related contingent coupon payment date.

Investors in the securities will not receive a contingent coupon on the contingent coupon payment date following a valuation date if the closing value of the worst performing underlying on that valuation date is less than its coupon barrier value. Whether a contingent coupon is paid following a valuation date depends solely on the closing value of the worst performing underlying on that valuation date.

Example 3: On the hypothetical valuation date, the S&P 500^® Index has the lowest underlying return and, therefore, is the worst performing underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation date is less than its coupon barrier value. As a result, investors would not receive any payment on the related contingent coupon payment date.

Citigroup Global Markets Holdings Inc.

Hypothetical Examples of the Payment at Maturity on the Securities

The next three hypothetical examples illustrate the calculation of the payment at maturity on the securities, assuming that the securities have not been earlier redeemed and that the final underlying values of the underlyings are as indicated below.

	Hypothetical final underlying value of the Dow Jones Industrial Average^TM	Hypothetical final underlying value of the Russell 2000^® Index	Hypothetical final underlying value of the S&P 500^® Index	Hypothetical payment at maturity per $1,000.00 security
Example 4	110 (underlying return = (110 - 100) / 100 = 10%)	120 (underlying return = (120 - 100) / 100 = 20%)	150 (underlying return = (150 - 100) / 100 = 50%)	$1,007.375 (contingent coupon is paid)
Example 5	110 (underlying return = (110 - 100) / 100 = 10%)	110 (underlying return = (110 - 100) / 100 = 10%)	80 (underlying return = (80 - 100) / 100 = -20%)	$907.375 (contingent coupon is paid)
Example 6	20 (underlying return = (20 - 100) / 100 = -80%)	45 (underlying return = (45 - 100) / 100 = -55%)	45 (underlying return = (45 - 100) / 100 = -55%)	$300.00

Example 4: On the final valuation date, the Dow Jones Industrial Average^TM has the lowest underlying return and, therefore, is the worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on the final valuation date is greater than its final buffer value. Accordingly, at maturity, you would receive the stated principal amount of the securities plus the contingent coupon payment due at maturity, but you would not participate in the appreciation of any of the underlyings.

Example 5: On the final valuation date, the S&P 500^® Index has the lowest underlying return and, therefore, is the worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on the final valuation date is less than its final buffer value but greater than its coupon barrier value. Accordingly, at maturity, you would receive a payment per security calculated as follows:

Payment at maturity = $1,000.00 + [$1,000.00 × (the underlying return of the worst performing underlying on the final valuation date + the buffer percentage)] + the contingent coupon payment due at maturity

= $1,000.00 + [$1,000.00 × (-20.00% + 10.00%)] + $7.375

= $1,000.00 + ($1,000.00 × -10.00%) + $7.375

= $1,000.00 + -$100.00 + $7.375

= $907.375

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its final buffer value, you would lose a portion of your investment in the securities. Your payment at maturity would reflect a loss of 1% of the stated principal amount of your securities for every 1% by which the depreciation of the worst performing underlying on the final valuation date has exceeded the buffer percentage. However, because the final underlying value of the worst performing underlying on the final valuation date is greater than its coupon barrier value, you would receive the contingent coupon payment per security on the maturity date.

Example 6: On the final valuation date, the Dow Jones Industrial Average^TM has the lowest underlying return and, therefore, is the worst performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performing underlying on the final valuation date is less than its final buffer value. Accordingly, at maturity, you would receive a payment per security calculated as follows:

Payment at maturity = $1,000.00 + [$1,000.00 × (the underlying return of the worst performing underlying on the final valuation date + the buffer percentage)]

= $1,000.00 + [$1,000.00 × (-80.00% + 10.00%)]

= $1,000.00 + ($1,000.00 × -70.00%)

= $1,000.00 + -$700.00

= $300.00

In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its final buffer value, you would lose a significant portion of your investment in the securities. Your payment at maturity would reflect a loss of 1% of the stated principal amount of your securities for every 1% by which the depreciation of the worst performing underlying on the final valuation date has exceeded the buffer percentage. In addition, because the final underlying value of the worst performing underlying on the final valuation date is below its coupon barrier value, you would not receive any contingent coupon payment at maturity.

It is possible that the closing value of the worst performing underlying will be less than its coupon barrier value on each valuation date and less than its final buffer value on the final valuation date, such that you will not receive any contingent coupon payments over the term of the securities and will receive significantly less than the stated principal amount of your securities at maturity.

Citigroup Global Markets Holdings Inc.

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 each underlying. 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.

Citigroup Inc. will release quarterly earnings on July 15, 2025, which is during the marketing period and prior to the pricing date of these securities.

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

■You will not receive any contingent coupon on the contingent coupon payment date following any valuation date on which the closing value of the worst performing underlying on that valuation date is less than its coupon barrier value. A contingent coupon payment will be made on a contingent coupon payment date if and only if the closing value of the worst performing underlying on the immediately preceding valuation date is greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon payment date. If the closing value of the worst performing underlying on each valuation date is below its coupon barrier value, 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 risk that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates and the risk that the value of what you receive at maturity may be significantly less than the stated principal amount of your securities. The volatility of, and correlation between, the closing values of the underlyings are important factors affecting these risks. Greater expected volatility of, and lower expected correlation between, the closing values of the underlyings as of the pricing date may result in a higher contingent coupon rate, but would also represent a greater expected likelihood as of the pricing date that the closing value of the worst performing underlying on one or more valuation dates will be less than its coupon barrier value, such that you will not receive one or more, or any, contingent coupon payments during the term of the securities and that the final underlying value of the worst performing underlying on the final valuation date will be less than its final buffer value, such that you will not be repaid the stated principal amount of your securities at maturity.

■The securities are subject to heightened risk because they have multiple underlyings. The securities are more risky than similar investments that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one underlying will perform poorly, adversely affecting your return on the securities.

■The securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying performs poorly. You are subject to risks associated with each of the underlyings. If any one underlying performs poorly, you will be negatively affected. The securities are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would be better than the performance of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of the underlyings is the worst performing underlying.

■You will not benefit in any way from the performance of any better performing underlying. The return on the securities depends solely on the performance of the worst performing underlying, and you will not benefit in any way from the performance of any better performing underlying.

■You will be subject to risks relating to the relationship between the underlyings. It is preferable from your perspective for the underlyings to be correlated with each other, in the sense that their closing values tend to increase or decrease at similar times and by similar magnitudes. By investing in the securities, you assume the risk that the underlyings will not exhibit this relationship. The less correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities. All that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly. It is impossible to predict what the relationship between the underlyings will be over the term of the securities. The underlyings differ in significant ways and, therefore, may not be correlated with each other.

■You may not be adequately compensated for assuming the downside risk of the worst performing underlying. The potential contingent coupon payments on the securities are the compensation you receive for assuming the downside risk of the worst performing underlying, as well as all the other risks of the securities. That compensation is effectively “at risk” and may, therefore, be less than you

Citigroup Global Markets Holdings Inc.

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 worst performing underlying, but also for all of the other risks of the securities, including the risk that the securities may be 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 worst performing underlying.

■We may redeem the securities at our option, which will limit your ability to receive the contingent coupon payments. We may redeem the securities on any potential redemption date. In the event that we redeem the securities, you will receive the stated principal amount of your securities and the related contingent coupon payment, if any. Thus, the term of the securities may be limited. If we redeem the securities prior to maturity, you will not receive any additional contingent 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. If we redeem the securities prior to maturity, it is likely to be at a time when the underlyings are performing in a manner that would otherwise have been favorable to you. By contrast, if the underlyings are performing unfavorably from your perspective, we are less likely to redeem the securities. If we redeem the securities, we will do so at a time that is advantageous to us and without regard to your interests.

■The securities offer downside exposure to the worst performing underlying, but no upside exposure to any underlying. You will not participate in any appreciation in the value of any underlying 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 any underlying over the term of the securities. In addition, as an investor in the securities, you will not receive any dividends or other distributions or have any other rights with respect to any of the underlyings.

■The performance of the securities will depend on the closing values of the underlyings solely on the valuation dates, which makes the securities particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates. Whether the contingent coupon will be paid on any given contingent coupon payment date will depend on the closing values of the underlyings solely on the applicable valuation dates, regardless of the closing values of the underlyings on other days during the term of the securities. If the securities are not redeemed prior to maturity, what you receive at maturity will depend solely on the closing value of the worst performing underlying on the final valuation date, and not on any other day during the term of the securities. Because the performance of the securities depends on the closing values of the underlyings on a limited number of dates, the securities will be particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates. You should understand that the closing value of each underlying has historically been highly volatile.

■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) any selling concessions or other 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, and correlation between, the closing values of the underlyings, dividend yields on the underlyings 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

Citigroup Global Markets Holdings Inc.

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 an interest rate that is payable on the securities.

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 closing values of the underlyings, the volatility of, and correlation between, the closing values of the underlyings, dividend yields on the underlyings, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate, among other factors described under “Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The value of your securities prior to maturity will fluctuate based on many unpredictable factors” in the accompanying product supplement. Changes in the closing values of the underlyings 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.

■The Russell 2000^® Index is subject to risks associated with small capitalization stocks. The stocks that constitute the Russell 2000^® Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more volatile than stock prices of large capitalization companies. These companies tend to be less well-established than large market capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.

■Our offering of the securities is not a recommendation of any underlying. The fact that we are offering the securities does not mean that we believe that investing in an instrument linked to the underlyings is likely to achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the underlyings or in instruments related to the underlyings, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlyings. These and other activities of our affiliates may affect the closing values of the underlyings in a way that negatively affects the value of and your return on the securities.

■The closing value of an underlying 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 in the underlyings or in financial instruments related to the underlyings and may adjust such positions during the term of the securities. Our affiliates also take positions in the underlyings or in financial instruments related to the underlyings 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 closing values of the underlyings in a way that negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.

■We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities. Our affiliates engage in business activities with a wide range of companies. These activities include extending loans, making and facilitating investments, underwriting securities offerings and providing advisory services. These activities could involve or affect the underlyings in a way that negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines. In addition, in the course of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.

■The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If certain events occur during the term of the securities, such as market disruption events and other events with respect to an underlying, 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. See “Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities” in the accompanying product supplement.

Citigroup Global Markets Holdings Inc.

■Changes that affect the underlyings may affect the value of your securities. The sponsors of the underlyings may at any time make methodological changes or other changes in the manner in which they operate that could affect the values of the underlyings. We are not affiliated with any such underlying sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such changes could adversely affect the performance of the underlyings and the value of and your return on 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.

Citigroup Global Markets Holdings Inc.

Information About the Dow Jones Industrial Average^TM

The Dow Jones Industrial Average^TM is a price-weighted index rather than a market capitalization-weighted index. The Dow Jones Industrial Average^TM consists of 30 common stocks chosen as representative of the broad market of U.S. industry. It is calculated and maintained by S&P Dow Jones Indices LLC.

Please refer to the section “Equity Index Descriptions— The Dow Jones Industrial Average^TM” in the accompanying underlying supplement for additional information.

We have derived all information regarding the Dow Jones Industrial Average^TM from publicly available information and have not independently verified any information regarding the Dow Jones Industrial Average^TM. This pricing supplement relates only to the securities and not to the Dow Jones Industrial Average^TM. We make no representation as to the performance of the Dow Jones Industrial Average^TM over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Dow Jones Industrial Average^TM 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 value of the Dow Jones Industrial Average^TM on July 11, 2025 was 44,371.51.

The graph below shows the closing value of the Dow Jones Industrial Average^TM for each day such value was available from January 2, 2015 to July 11, 2025. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take historical closing values as an indication of future performance.

Dow Jones Industrial Average^TM – Historical Closing Values
January 2, 2015 to July 11, 2025

Citigroup Global Markets Holdings Inc.

Information About the Russell 2000^® Index

The Russell 2000^® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. All stocks included in the Russell 2000^® Index are traded on a major U.S. exchange. It is calculated and maintained by FTSE Russell.

Please refer to the section “Equity Index Descriptions— The Russell Indices” in the accompanying underlying supplement for additional information.

We have derived all information regarding the Russell 2000^® Index from publicly available information and have not independently verified any information regarding the Russell 2000^® Index. This pricing supplement relates only to the securities and not to the Russell 2000^® Index. We make no representation as to the performance of the Russell 2000^® Index over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Russell 2000^® Index 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 value of the Russell 2000^® Index on July 11, 2025 was 2,234.827.

The graph below shows the closing value of the Russell 2000^® Index for each day such value was available from January 2, 2015 to July 11, 2025. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take historical closing values as an indication of future performance.

Russell 2000^® Index – Historical Closing Values
January 2, 2015 to July 11, 2025

Citigroup Global Markets Holdings Inc.

Information About the S&P 500^® Index

The S&P 500^® Index consists of the common stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC.

Please refer to the section “Equity Index Descriptions— The S&P U.S. Indices” in the accompanying underlying supplement for additional information.

We have derived all information regarding the S&P 500^® Index from publicly available information and have not independently verified any information regarding the S&P 500^® Index. This pricing supplement relates only to the securities and not to the S&P 500^® Index. We make no representation as to the performance of the S&P 500^® Index over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the S&P 500^® Index 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 value of the S&P 500^® Index on July 11, 2025 was 6,259.75.

The graph below shows the closing value of the S&P 500^® Index for each day such value was available from January 2, 2015 to July 11, 2025. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take historical closing values as an indication of future performance.

S&P 500^® Index – Historical Closing Values
January 2, 2015 to July 11, 2025

Citigroup Global Markets Holdings Inc.

United States Federal Tax Considerations

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.

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 up to $7.50 for each security sold in this offering. The actual underwriting fee will be equal to the selling concession provided

Citigroup Global Markets Holdings Inc.

to selected dealers, as described in this paragraph. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a variable selling concession of up to $7.50 for each security they sell. For the avoidance of doubt, any fees or selling concessions described in this pricing supplement will not be rebated if we redeem the securities prior to maturity.

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 certain terms of the securities have not yet been fixed and 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 three 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 three-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.”

Contact

Clients may contact their local brokerage representative. Third-party distributors may contact Citi Structured Investment Sales at (212) 723-7005.

© 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.

Source: View Original Filing on SEC EDGAR

FAQ

What contingent coupon rate do the Citigroup (C) notes offer?

The notes pay at least 0.7375 % quarterly, equivalent to ≥ 8.85 % annually, but only if the worst-performing index stays at or above 70 % of its initial level on the observation date.

How much downside protection do investors have on these Citigroup equity-linked notes?

There is a 10 % buffer; principal loss starts only if the worst index closes below 90 % of its initial value on the final valuation date.

When can Citigroup call the securities before maturity?

Citigroup may redeem the notes in whole on six dates starting 16 Jan 2026 and ending 16 Apr 2027, paying $1,000 plus any due coupon.

What happens if no contingent coupon barriers are satisfied during the term?

If the worst-performing index is below its barrier on every valuation date, no coupons are paid over the entire term.

Are the notes listed on an exchange?

No. The securities will not be listed; any secondary trading will rely solely on CGMI’s discretionary market-making.

Why is the estimated value ($≈935) lower than the $1,000 issue price?

The difference reflects fees, hedging costs and Citigroup’s internal funding rate, which reduce economic value to investors.

[424B2] Citigroup Inc. Prospectus Supplement

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FAQ

What contingent coupon rate do the Citigroup (C) notes offer?

How much downside protection do investors have on these Citigroup equity-linked notes?

When can Citigroup call the securities before maturity?

What happens if no contingent coupon barriers are satisfied during the term?

Are the notes listed on an exchange?

Why is the estimated value ($≈935) lower than the $1,000 issue price?

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[424B2] Citigroup Inc. Prospectus Supplement

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Structured-Products Analyst neutral

Market-Risk Specialist negative

FAQ

What contingent coupon rate do the Citigroup (C) notes offer?

How much downside protection do investors have on these Citigroup equity-linked notes?

When can Citigroup call the securities before maturity?

What happens if no contingent coupon barriers are satisfied during the term?

Are the notes listed on an exchange?

Why is the estimated value ($≈935) lower than the $1,000 issue price?

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