[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Old Market Capital Corporation (NASDAQ: OMCC) has filed Form 10-K/A (Amendment No. 1) for the fiscal year ended 31 March 2025. The amendment is narrowly focused and does not revise previously issued financial statements. Instead, it corrects two clerical items on the original Form 10-K:

• Auditors’ Report date change: The opinion of Forvis Mazars, LLP is re-dated to 27 June 2025 (from 27 June 2024).
• Sarbanes-Oxley §404(b) checkbox: The “internal control over financial reporting” attestation box is now unchecked; the company was not subject to an auditor’s ICFR opinion.

The re-issued audit report remains unqualified, confirming that the consolidated financial statements for FY 2024 and FY 2025 are presented fairly in accordance with U.S. GAAP. The auditor again highlights one Critical Audit Matter: valuation of property, plant & equipment, trade name, and customer relationships acquired via the 15 June 2024 acquisition of Amplex Electric, Inc. Key assumptions scrutinised include projected cash flows, attrition rates, discount rates and royalty rates, for which internal valuation specialists were engaged.

Capitalisation snapshot: As of 23 June 2025 the company had 12.7 million shares issued, but 6.7 million are entitled to vote after subtracting treasury and subsidiary-held shares. Aggregate market value held by non-affiliates was $42.3 million based on 30 September 2024 NASDAQ pricing.

Aside from the technical corrections above, no quantitative operating or earnings data are provided in this amendment. Governance disclosures confirm the company is a non-accelerated filer, smaller reporting company, and not an emerging growth company. Management and board signatures were re-submitted as of 30 June 2025.

Positive

• Clean audit opinion reaffirmed; no misstatements identified in FY 2025 and FY 2024 financials.
• Administrative amendment only; financial results and guidance remain unchanged.
• Disclosure clarifies critical audit matter procedures, providing transparency on acquisition valuation.

Negative

• Disclosure-control lapse evidenced by incorrect audit-report date and §404(b) checkbox in original filing.
• Unchecked §404(b) box confirms no external opinion on internal control effectiveness, lowering assurance for investors.

Insights

Financial Analyst

TL;DR – Unqualified audit opinion unchanged; 10-K/A fixes clerical errors, minimal direct financial impact.

The amendment merely revises the audit report date and corrects a mistakenly checked §404(b) box. Importantly, Forvis Mazars still issues a clean opinion on FY 2025 and FY 2024 statements, so there is no restatement of numbers. Investors should note, however, that the unchecked §404(b) box confirms no external opinion on internal controls, typical for a non-accelerated filer but a notch lower in assurance. The disclosed Critical Audit Matter around the Amplex Electric purchase underscores management’s reliance on significant valuation assumptions, yet this was already flagged in the original filing. Overall, the amendment is administrative, with negligible valuation effect unless investors reinterpret the control-oversight gap.

Corporate Governance Expert

TL;DR – Filing error correction raises process-quality questions, but governance impact minor.

Mis-dating an audit opinion and mis-marking the §404(b) checkbox suggest lapses in disclosure controls. While the fixes are straightforward, such errors can erode confidence in the company’s reporting discipline—especially given the emphasis on valuation judgments for the recent Amplex acquisition. The absence of an ICFR audit is permissible for a non-accelerated filer, yet investors may still discount governance quality. Because the underlying financial statements remain intact, the amendment’s net impact is neutral, but management should strengthen review protocols to avoid future inaccuracies.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Hypothetical Interim Payment per Security^**

Valuation Date on which the Closing Value of the Worst Performer Equals or Exceeds Initial Underlying Value	Premium	Hypothetical Redemption
August 3, 2026	10.75%	$1,107.50
August 2, 2027	21.50%	$1,215.00

If the closing value of the worst performer is not greater than or equal to the initial underlying value on any interim valuation date, then the securities will not be automatically redeemed prior to maturity and you will not receive a premium following that valuation date.

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

Hypothetical Payment at Maturity per Security^***

Assumes the securities have not been automatically redeemed prior to maturity.

Hypothetical Worst Underlying Return on Final Valuation Date	Hypothetical Payment at Maturity
100.00%	$1,322.50
50.00%	$1,322.50
25.00%	$1,322.50
0.00%	$1,322.50
-0.01%	$1,000.00
-35.00%	$1,000.00
-35.01%	$649.90
-50.00%	$500.00
-75.00%	$250.00
-100.00%	$0.00

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

3 Year Autocallable Securities Linked to the Worst of RTY and SPX

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.
Underlyings:	The Russell 2000® Index (ticker: “RTY”) and the S&P 500® Index (ticker: “SPX”)
Pricing date:	July 31, 2025
Valuation dates:	Annually, beginning approximately one year after issuance
Final valuation date:	July 31, 2028
Maturity date:	August 3, 2028
Final barrier value:	For each underlying, 65.00% of its initial underlying value
Automatic early redemption:	If on any valuation date prior to the final valuation date the closing value of the worst performer is greater than or equal to its initial underlying value, the securities will be automatically called for an amount equal to the principal plus the applicable premium
Premium:	At least 10.75% per annum*
CUSIP / ISIN:	17333LFW0 / US17333LFW00
Initial underlying value:	For each underlying, its closing value on the pricing date
Final underlying value:	For each underlying, its closing value on the final valuation date
Underlying return:	For each underlying on any valuation date, (i) its current closing value minus initial underlying value, divided by (ii) its initial underlying value
Worst performer:	On any valuation date, the underlying with the lowest underlying return
Payment at maturity (if not autocalled):	•If the final underlying value of the worst performer on the final valuation date is greater than or equal to its initial underlying value: $1,000 + the premium applicable to the final valuation date •If the final underlying value of the worst performer on the final valuation date is less than its initial underlying value but greater than or equal to its final barrier value: $1,000 •If the final underlying value of the worst performer is less than its final barrier value: $1,000 + ($1,000 × the underlying return of the worst performer on the final valuation date) If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performer on the final valuation date is less than its final barrier value, you will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity. 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 30, 2025

^* The actual premium will be determined on the pricing 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, underlying supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus in those registration statements (File Nos. 333-270327 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, your payment at maturity will depend on the final underlying value of the worst performer on the final valuation date. If the final underlying value of the worst performer on the final valuation date is less than its final barrier value, you will lose 1% of the stated principal amount of your securities for every 1% by which the worst performer on the final valuation date has declined from its initial underlying value. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment.

•Your potential return on the securities is limited.

•The securities do not pay interest.

•The securities are subject to heightened risk because they have multiple underlyings.

•The return on the securities depends solely on the performance of the worst performer. As a result, the securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying performs poorly.

•You will be subject to risks relating to the relationship between the underlyings. 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.

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

•The securities may be automatically redeemed prior to maturity.

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

•The securities are particularly sensitive to the volatility of the closing values of the underlyings on or near the valuation dates.

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

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

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

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

•The Russell 2000^® Index is subject to risks associated with small capitalization stocks.

•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

Why did Old Market Capital Corporation file a Form 10-K/A?

To correct the audit report date to 27 June 2025 and to remove an improperly checked §404(b) internal-control attestation box.

Did the auditor change its opinion on OMCC's financial statements?

No. Forvis Mazars, LLP continues to issue an unqualified opinion for FY 2025 and FY 2024.

Does the company have an auditor’s opinion on internal controls?

No. As a non-accelerated filer, OMCC is not required to provide—and did not receive—a §404(b) internal-control audit.

How many shares of OMCC are outstanding and entitled to vote?

As of 23 June 2025, 6.7 million shares are entitled to vote after treasury and subsidiary-held shares are excluded.

What critical audit matter did the auditor highlight?

The valuation of assets (PP&E, trade name, customer relationships) acquired in the Amplex Electric, Inc. purchase on 15 June 2024.

What is OMCC’s market value held by non-affiliates?

Approximately $42.3 million based on the 30 September 2024 NASDAQ closing price.