[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Citigroup Global Markets Holdings has announced a new structured product offering of 3-Year Autocallable Securities linked to Dell Technologies (DELL) with the following key terms:

• Principal Amount: $1,000 per security
• Coupon Rate: 10.50% per annum, paid quarterly
• Maturity Date: July 12, 2028
• Early Redemption Feature: Quarterly autocall opportunity after year one if DELL closes at or above initial value
• Downside Protection: 60% barrier level at maturity

Key risks include potential for significant principal loss if DELL falls below the 60% barrier at maturity, with investors losing 1% for each 1% decline in the underlying stock. The securities offer no upside participation beyond fixed coupons and are subject to Citigroup's credit risk. The product features quarterly autocall opportunities that could limit investment duration if DELL performs well.

Positive

• Attractive 10.50% annual coupon paid quarterly, providing strong income potential
• Full principal protection if DELL stock doesn't fall below 60% of initial value at maturity
• Quarterly autocall opportunity at 100% of initial price after first year, offering early exit potential

Negative

• Complete loss of principal possible if DELL falls more than 60% with 1:1 downside exposure
• No upside participation beyond fixed coupon even if DELL stock rises significantly
• Early automatic redemption could limit total return potential in strong upside scenarios
• Credit risk exposure to Citigroup with no FDIC insurance protection

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
100.00%	$1,000.00
50.00%	$1,000.00
25.00%	$1,000.00
0.00%	$1,000.00
-25.00%	$1,000.00
-40.00%	$1,000.00
-40.01%	$599.90
-50.00%	$500.00
-75.00%	$250.00
-100.00%	$0.00

3 Year Autocallable Securities Linked to DELL

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:	Dell Technologies Inc. (ticker: “DELL”)
Pricing date:	July 7, 2025
Valuation date:	Quarterly
Final valuation date:	July 7, 2028
Maturity date:	July 12, 2028
Coupon:	10.50% per annum, paid quarterly
Coupon payment dates:	Quarterly
Final barrier value:	60.00% 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:	Quarterly on valuation dates beginning after one year
CUSIP / ISIN:	17333LCQ6 / US17333LCQ68
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: $1,000 + ($1,000 × the underlying return) 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 significantly less than the stated principal amount of your securities, and possibly nothing (other than the final coupon payment), 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 26, 2025

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, your payment at maturity will depend on the final underlying value. If the final underlying value is less than the final barrier value, you will lose 1% of the stated principal amount of your securities for every 1% by which the underlying has declined from the initial underlying value. 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 are the key terms of Citigroup's (C) 3-year Autocallable Securities linked to DELL?

The securities offer a 10.50% annual coupon paid quarterly, with a maturity date of July 12, 2028. They have a stated principal amount of $1,000 per security and feature automatic early redemption if DELL's closing value equals or exceeds the initial value on any quarterly autocall date after year one. The final barrier value is set at 60% of the initial underlying value.

How much could investors lose in Citigroup's (C) DELL-linked securities?

Investors could lose up to 100% of their investment (excluding final coupon payment) if DELL's final value falls below the 60% barrier level. For every 1% decline in DELL's value below the barrier, investors lose 1% of principal. The payment at maturity table shows that if DELL declines 100%, the payment would be $0.00, while a 40% decline would result in a $599.90 payment.

What is the maximum return potential for Citigroup's (C) DELL-linked securities?

The securities offer a fixed 10.50% annual coupon paid quarterly, with no additional upside potential beyond the stated coupon payments. Even if DELL's stock price increases significantly (e.g., 100%), investors will only receive their $1,000 principal plus the applicable coupon payments.

What are the main risks of Citigroup's (C) DELL-linked securities?

The main risks include: potential loss of significant portion or all of investment, early automatic redemption limiting coupon payments, no upside exposure to DELL's performance, credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., lack of listing on securities exchanges limiting liquidity, and estimated value being less than issue price on pricing date.

When will Citigroup's (C) DELL-linked securities be automatically called?

The securities will be automatically called if on any quarterly autocall date (occurring after the first year) DELL's closing value is greater than or equal to its initial underlying value. If called, investors receive their principal amount plus the related coupon payment.