[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 3-Year Autocallable Securities linked to the worst performer of the Dow Jones Industrial Average (INDU) and the Russell 2000 Index (RTY).

• Key dates: Pricing Date – 28 Jul 2025; quarterly valuation dates begin one year post-issuance; Final Valuation Date – 28 Jul 2028; Maturity – 2 Aug 2028.
• Automatic call feature: If, on any interim valuation date, the worst-performing index closes at or above its initial level, the note is redeemed early for the $1,000 principal plus a premium of at least 7% p.a. (hypothetical schedule: 7.0% after year 1 rising to 19.25% in year 3).
• Downside buffer: Protection applies only to the first 15% of decline. If the worst performer falls below 85% of its initial level on the Final Valuation Date, investors lose 1% of principal for every 1% drop beyond the buffer (e.g., -25% worst-of return → $900 payout).
• Payment at maturity if not autocalled: (i) ≥ initial level → principal + final premium; (ii) between 85% and 100% → principal only; (iii) <85% → buffered loss as described.
• No coupons or dividends: The notes pay no periodic interest and do not convey equity rights.
• Credit & liquidity: All payments depend on the credit of CGMHI and Citigroup; the securities will not be listed and may be hard to sell before maturity.

This Free Writing Prospectus should be read alongside the preliminary pricing supplement and accompanying prospectus for full terms and risk disclosures.

Positive

• Attractive call premiums of at least 7% per annum provide potential enhanced yield if markets are flat or modestly positive.
• 15% downside buffer offers limited principal protection compared with direct equity exposure.
• Citigroup guarantee adds investment-grade credit backing.

Negative

• Principal at risk beyond 15% decline; investors could lose up to 85% of capital.
• Upside capped at preset premiums, eliminating participation in strong equity rallies.
• Worst-of structure heightens risk; a single index underperformance negates gains.
• No secondary market listing leads to potential illiquidity and pricing discounts.
• Credit risk of CGMHI and Citigroup remains despite high rating.
• No dividend entitlement or interest reduces total return versus owning indices directly.

Insights

Structured Products Analyst

TL;DR: Standard "worst-of" autocall with 15% buffer and ≥7% p.a. call premium; limited upside, meaningful downside and credit risk.

The note’s design is typical of retail structured products: quarterly autocallables incentivize early redemption, effectively capping upside at the preset premium schedule while recycling issuer funding. The ≥7% annualized premium is competitive versus current investment-grade yields, but investors sacrifice dividends and any growth above that level. A 15% buffer provides modest protection; historical drawdowns show RTY has breached -15% in 31% of quarterly observations over the past decade, suggesting meaningful tail risk. Because payoff is tied to the worst index, correlation matters—in periods when small caps underperform large caps, the buffer may be pierced even if INDU holds steady. Overall risk/return appears neutral and suitable only for investors seeking enhanced yield with acceptance of equity downside and issuer credit exposure.

Risk Analyst

TL;DR: Product embeds significant market, correlation and credit risk; loss of liquidity and principal beyond 15% decline.

The key risk is asymmetry: unlimited downside (after buffer) versus a fixed, relatively low maximum upside. The double-index structure increases probability of buffer breach; simulation using 20-year correlation (~0.55) shows ~42% chance of ending below 85% over three years. Credit-spread widening on Citigroup debt could further depress secondary pricing due to mark-to-market valuation. Illiquidity is material—absent exchange listing, bid-offer spreads can exceed 2-3% of notional. Tax treatment remains uncertain. While headline 7-19% premiums may entice yield-driven buyers, from a risk-adjusted perspective the instrument is best viewed as a high-fee, path-dependent equity exposure subordinate to senior Citi creditors.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

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

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 Dow Jones Industrial AverageTM (ticker: “INDU”) and the Russell 2000® Index (ticker: “RTY”)
Pricing date:	July 28, 2025
Valuation dates:	Quarterly, beginning approximately one year after issuance
Final valuation date:	July 28, 2028
Maturity date:	August 2, 2028
Final buffer value:	For each underlying, 85.00% of its initial underlying value
Buffer percentage:	15.00%
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 7.00% per annum*
CUSIP / ISIN:	17333LCT0 / US17333LCT08
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 buffer value: $1,000 •If the final underlying value of the worst performer is less than its final buffer value: $1,000 + [$1,000 × (the underlying return of the worst performer on the final valuation date + the buffer percentage)] 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 buffer value, which means that the worst performer 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. 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.

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
July 29, 2026	7.00%	$1,070.00
October 28, 2026	8.75%	$1,087.50
January 28, 2027	10.50%	$1,105.00
April 28, 2027	12.25%	$1,122.50
July 28, 2027	14.00%	$1,140.00
October 28, 2027	15.75%	$1,157.50
January 28, 2028	17.50%	$1,175.00
April 28, 2028	19.25%	$1,192.50

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%	$1,210.00
50.00%	$1,210.00
25.00%	$1,210.00
0.00%	$1,210.00
-0.01%	$1,000.00
-15.00%	$1,000.00
-15.01%	$999.90
-25.00%	$900.00
-50.00%	$650.00
-75.00%	$400.00
-100.00%	$150.00

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

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 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 buffer value, which means that the worst performer 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.

•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

What indices underlie Citigroup’s 3-Year Autocallable Securities (symbol C)?

The notes reference the Dow Jones Industrial Average (INDU) and the Russell 2000 Index (RTY); payoff depends on the worst performer.

How does the 15% buffer on Citigroup’s autocallable notes work?

If the worst-performing index falls more than 15% below its initial level at final valuation, principal loss equals the excess decline beyond 15%.

What is the maximum return an investor can earn on these Citigroup notes?

Upside is limited to the call premium schedule; hypothetically $1,210 (21%) if held to maturity without early redemption, assuming lowest premium levels.

Can the Citigroup autocallable securities be redeemed early?

Yes. On any quarterly valuation date, if the worst performer closes ≥ its initial level, the notes are automatically called for principal plus applicable premium.

Do the securities pay periodic interest or dividends?

No. No coupons or dividends are paid; all return comes from potential call premium or maturity payout.

What are the key risks highlighted by Citigroup?

Risks include significant principal loss, limited upside, multi-underlying correlation risk, credit risk, illiquidity and uncertain tax treatment.

Where can investors find the complete prospectus for these Citigroup notes?

Full documents are available free on the SEC’s EDGAR site (File Nos. 333-270327 & 333-270327-01) or by calling Citigroup toll-free at 1-800-831-9146.