[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Form 4 filing overview

On June 23, 2025, GlycoMimetics, Inc. (GLYC) disclosed that director Jonathan Violin received a stock option covering 9,023 ordinary shares at an exercise price of $15.30 per share. The award vests in full on the earlier of June 23, 2026 or the company’s next annual shareholder meeting, provided he remains in service, and expires on June 23, 2035. The option is held directly by Violin; no open-market purchases or sales of common stock were reported, and Table I shows no changes in non-derivative share ownership.

The filing represents a routine equity incentive grant to a non-employee director. While it increases Violin’s long-term exposure to the company’s equity, it does not, by itself, indicate a change in insider sentiment or the firm’s financial outlook.

Insights

Securities Analyst

TL;DR: Routine director option grant; negligible near-term market impact.

The Form 4 documents a standard non-employee director incentive—9,023 options at $15.30, vesting within one year, expiring in 2035. No common-stock transactions occurred, so the company’s share float and insider ownership of outstanding shares remain unchanged. Such grants are customary for governance and retention and typically do not affect valuation metrics or trading dynamics. Investors should view the disclosure as administrative rather than a signal of bullish or bearish insider activity.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Hypothetical Payment at Maturity per Security^**

n The Underlying n The Securities

	Hypothetical Underlying Return on Valuation Date	Hypothetical Security Return	Hypothetical Payment at Maturity
	50.00%	57.50%	$1,575.00
C	25.00%	28.75%	$1,287.50
	5.00%	5.75%	$1,057.50
	0.00%	0.00%	$1,000.00
	-20.00%	20.00%	$1,200.00
B	-25.00%	25.00%	$1,250.00
	-40.00%	40.00%	$1,400.00
	-40.01%	-40.01%	$599.90
A	-50.00%	-50.00%	$500.00
	-100.00%	-100.00%	$0.00

4 Year Dual Directional Barrier Securities Linked to SPXFP

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:	The S&P 500 Futures Excess Return Index (ticker: “SPXFP”)
Pricing date:	July 31, 2025
Valuation date:	July 31, 2029
Maturity date:	August 3, 2029
Upside return amount:	$1,000 × the underlying return × the participation rate
Participation rate:	At least 115.00%*
Absolute return amount:	$1,000 × the absolute value of the underlying return
Final barrier value:	60.00% of the initial underlying value
CUSIP / ISIN:	17333LED3 / US17333LED38
Initial underlying value:	The closing value on the pricing date
Final underlying value:	The closing value on the valuation date
Underlying return:	(Final underlying value - initial underlying value) / initial underlying value
Payment at maturity:	•If the final underlying value is greater than or equal to the initial underlying value: $1,000 + the upside return amount •If the final underlying value is less than the initial underlying value but greater than or equal to the final barrier value: $1,000 + the absolute return amount •If the final underlying value is less than the final barrier value: $1,000 + ($1,000 × the underlying return) If 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, 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 participation rate will be determined on the pricing date.

^** The hypotheticals assume that the participation rate 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 or all of your investment. 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, and you may lose up to all of your investment.

•Your potential for positive return from depreciation of the underlying is limited.

•The securities do not pay interest.

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

•Your payment at maturity depends on the closing value of the underlying on a single day.

•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 underlying is expected to underperform the total return performance of the S&P 500^® Index because the performance of the underlying is expected to be reduced by an implicit financing cost, and any increase in this cost will adversely affect the performance of the securities.

•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 transaction did GlycoMimetics (GLYC) report in the latest Form 4?

A grant of a stock option to director Jonathan Violin for 9,023 shares.

How many shares are covered by Jonathan Violin’s new option?

The option covers 9,023 ordinary shares.

What is the exercise price of the option granted on June 23, 2025?

The exercise price is $15.30 per share.

When will the option granted to Jonathan Violin vest?

It vests on the earlier of June 23, 2026 or the next annual shareholder meeting.

Did the Form 4 show any purchase or sale of GLYC common stock?

No; only an option grant was reported, with no changes to common-stock holdings.