[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Citigroup Global Markets Holdings is offering 13-Month Autocallable Securities linked to Eli Lilly and Company (LLY) stock, guaranteed by Citigroup. Key features include:

• Principal Amount: $1,000 per security
• Coupon Rate: Minimum 10.60% per annum, paid monthly
• Term: July 8, 2025 to August 13, 2026
• Automatic Early Redemption: Monthly after 6 months if LLY closes at or above initial value
• Downside Protection: 69% barrier level at maturity

If not automatically called and LLY closes below the 69% barrier at maturity, investors receive LLY shares (or cash equivalent) worth significantly less than principal. Notable risks include potential loss of principal, limited upside potential, credit risk of Citigroup, and limited secondary market liquidity. The securities offer high yield potential but expose investors to substantial downside risk in LLY stock performance.

Positive

• Attractive 10.60% minimum annual coupon paid monthly, providing strong income potential
• Downside protection with barrier at 69% of initial value, preserving principal if LLY stock doesn't fall more than 31%
• Monthly autocall opportunity after 6 months if LLY trades at or above initial price, providing early exit potential

Negative

• Complete loss of principal possible if LLY stock falls below 69% barrier at maturity
• Limited upside potential with no participation in LLY stock gains beyond coupon payments
• Credit risk exposure to Citigroup could result in total loss if issuer defaults
• Early autocall feature may limit returns if LLY performs well, capping upside to coupon payments

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Hypothetical Payment at Maturity per Security^*

Assumes the securities have not been automatically redeemed prior to maturity and does not include the final coupon payment.

Hypothetical Underlying Return on Valuation Date	Hypothetical Payment at Maturity or Cash Value of Underlying Shares Received at Maturity
100.00%	$1,000.00
50.00%	$1,000.00
25.00%	$1,000.00
0.00%	$1,000.00
-31.00%	$1,000.00
-31.01%	$689.90
-50.00%	$500.00
-75.00%	$250.00
-100.00%	$0.00

13 Month Autocallable Securities Linked to LLY

Preliminary Terms

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

Issuer:	Citigroup Global Markets Holdings Inc.
Guarantor:	Citigroup Inc.
Underlying:	Eli Lilly and Company (ticker: “LLY”)
Pricing date:	July 8, 2025
Valuation date:	August 10, 2026
Maturity date:	August 13, 2026
Coupon:	At least 10.60% per annum, paid monthly
Coupon payment dates:	Monthly
Final barrier value:	69.00% of the initial underlying value
Automatic early redemption:	If on any autocall date prior to the valuation date the closing value of the underlying is greater than or equal to the initial underlying value, the securities will be automatically called for an amount equal to the principal plus the related coupon payment
Autocall dates:	Monthly beginning after six months
Equity ratio:	The stated principal amount divided by the initial underlying value
CUSIP / ISIN:	17333H5J9 / US17333H5J97
Initial underlying value:	The closing value on the pricing date
Final underlying value:	The closing value on the valuation date
Underlying return:	(Current closing value - initial underlying value) / initial underlying value
Payment at maturity (if not autocalled):	You will receive at maturity for each security you then hold, the final coupon payment plus: •If the final underlying value is greater than or equal to the final barrier value: $1,000 •If the final underlying value is less than the final barrier value: a fixed number of underlying shares of the underlying equal to the equity ratio (or, if we elect, the cash value of those shares based on the final underlying value) If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the final barrier value, you will receive underlying shares (or, in our sole discretion, cash) that will be worth significantly less than the stated principal amount of your securities, and possibly nothing, at maturity (other than the final coupon payment). All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Stated principal amount:	$1,000 per security
Preliminary pricing supplement:	Preliminary Pricing Supplement dated June 25, 2025

^* Assumes that the closing value of the underlying on the valuation date is the same as the closing value of the underlying on the maturity date.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Additional Information

Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed registration statements (including the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus in those registration statements (File Nos. 333-270327 and 333-270327-01) and the other documents Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed with the SEC for more complete information about Citigroup Global Markets Holdings Inc., Citigroup Inc. and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request these documents by calling toll-free 1-800-831-9146.

Filed pursuant to Rule 433

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

Selected Risk Considerations

•You may lose a significant portion 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 underlying value is less than the final barrier value, you will not receive the stated principal amount of your securities at maturity and, instead, will receive underlying shares of the underlying (or, in our sole discretion, cash based on the value thereof) that will be worth significantly less than the stated principal amount and possibly nothing. There is no minimum payment at maturity on the securities (excluding the final coupon payment), and you may lose up to all of your investment.

•The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent coupons if the underlying performs in a way that would otherwise be favorable.

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

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

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

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

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

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

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

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

FAQ

What is the coupon rate for Citigroup's (C) 13-month Autocallable Securities linked to LLY?

The securities offer a coupon rate of at least 10.60% per annum, paid monthly. The exact rate will be determined on the pricing date of July 8, 2025.

When do Citigroup's (C) LLY-linked securities mature?

The securities have a maturity date of August 13, 2026, with a valuation date of August 10, 2026, representing a 13-month term from issuance.

What is the automatic redemption feature of Citigroup's (C) LLY-linked securities?

The securities will be automatically called if on any monthly autocall date (beginning after six months) the closing value of LLY is greater than or equal to the initial underlying value. If called, investors receive the principal amount plus the related coupon payment.

What happens at maturity if Citigroup's (C) LLY-linked securities fall below the barrier value?

If the final underlying value is below the final barrier value (69.00% of initial value), investors will receive a fixed number of LLY shares equal to the equity ratio (or cash equivalent), which will be worth significantly less than the $1,000 principal amount, possibly nothing, plus the final coupon payment.

What are the key risks of Citigroup's (C) LLY-linked securities?

Key risks include: possible loss of significant portion or all of investment, early automatic redemption limiting coupon payments, downside exposure with no upside exposure to LLY, credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and lack of listing on securities exchanges limiting ability to sell before maturity.