[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Citigroup Global Markets Holdings has filed a Free Writing Prospectus for PLUS (Principal at Risk Securities) based on the S&P 500® Index, due November 4, 2026. Key features include:

• Principal amount of $1,000 per security with 300% leverage factor
• Maximum return capped at 14.20% ($142.00 per security)
• Downside risk: Full 1:1 exposure to index losses
• Estimated value at pricing date: minimum $919.50 per security

Notable risks include potential loss of principal, no interest payments, limited upside potential, and credit risk of Citigroup. Securities will not be listed on any exchange, limiting liquidity. The offering includes complex features such as leverage and conditional returns based on the S&P 500 index performance. The securities' value will be determined by the index's closing level on a single valuation date (October 30, 2026).

Positive

• Offers 3x leverage (300%) on S&P 500 upside performance up to a 14.20% cap
• Principal is protected if the S&P 500 index remains flat or increases
• Guaranteed by Citigroup Inc., providing strong credit backing

Negative

• Maximum return is capped at 14.20%, limiting upside potential even if S&P 500 performs strongly
• Full downside exposure with potential for 100% loss of principal if S&P 500 declines
• Estimated initial value ($919.50) is significantly below the offering price ($1,000), indicating high embedded costs
• No periodic interest payments or dividends during the 16-month term
• Limited secondary market liquidity as securities won't be listed on any exchange

Citigroup Global Markets Holdings Inc. Free Writing Prospectus to Pricing Supplement No. 2025-USNCH27327 Registration Statement Nos. 333-270327; 333-270327-01 Dated June 25, 2025; Filed pursuant to Rule 433

PLUS Based on the S&P 500^® Index Due November    , 2026

Principal at Risk Securities

This document provides a summary of the terms of the securities. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, underlying supplement, prospectus supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.

Summary Terms
Issuer:	Citigroup Global Markets Holdings Inc.
Guarantor:	Citigroup Inc.
Underlying index:	The S&P 500® Index (ticker symbol: “SPX”)
Stated principal amount:	$1,000 per security
Pricing date:	July 17, 2025
Issue date:	July 22, 2025
Valuation date:	October 30, 2026, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur.
Maturity date:	November 4, 2026
Payment at maturity1:	For each $1,000 stated principal amount security you hold at maturity: · If the final index level is greater than the initial index level: $1,000 + the leveraged return amount, subject to the maximum return at maturity · If the final index level is less than or equal to the initial index level: $1,000 + ($1,000 x the index return) If the final index level is less than the initial index level, your payment at maturity will be less, and possibly significantly less, than the $1,000 stated principal amount per security. You should not invest in the securities unless you are willing and able to bear the risk of losing a significant portion of your investment.
Initial index level:	The closing level of the underlying index on the pricing date
Final index level:	The closing level of the underlying index on the valuation date
Index return:	(i) The final index level minus the initial index level, divided by (ii) the initial index level
Leveraged return amount:	$1,000 × the index return × the leverage factor
Leverage factor:	300.00%
Maximum return at maturity2:	At least $142.00 per security (14.20% of the stated principal amount), to be determined on the pricing date. The payment at maturity per security will not exceed $1,000 plus the maximum return at maturity.
CUSIP / ISIN:	17333LBD6 / US17333LBD64
Preliminary pricing supplement:	Preliminary pricing supplement dated June 25, 2025

Hypothetical Payout at Maturity1 2
Change in Underlying	Return on Securities
+50.00%	14.20%
+40.00%	14.20%
+30.00%	14.20%
+20.00%	14.20%
+10.00%	14.20%
+4.73%	14.20%
+2.00%	6.00%
0.00%	0.00%
-10.00%	-10.00%
-20.00%	-20.00%
-30.00%	-30.00%
-40.00%	-40.00%
-50.00%	-50.00%
-60.00%	-60.00%
-70.00%	-70.00%
-80.00%	-80.00%
-90.00%	-90.00%
-100.00%	-100.00%

¹ All payments are subject to our credit risk

² Assuming the maximum return at maturity is set to the minimum value indicated

On the date of the accompanying preliminary pricing supplement, Citigroup Global Markets Holdings Inc. expects that the estimated value of the securities on the pricing date will be at least $919.50 per security, which will be less than the public offering price. The estimated value of the securities is based on Citigroup Global Markets Inc.’s (“CGMI”) proprietary pricing models and Citigroup Global Markets Holdings Inc.’s internal funding rate. It is not an indication of actual profit to CGMI or other of Citigroup Global Markets Holdings Inc.’s affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation of the Securities” in the accompanying preliminary pricing supplement.

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.

Underlying Index

For more information about the underlying index, including historical performance information, see the accompanying preliminary pricing supplement.

Risk Considerations

The risks set forth below are discussed in more detail in the “Summary Risk Factors” section in the accompanying preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.

· You may lose some or all of your investment.

· The securities do not pay interest.

· Your potential return on the securities is limited.

· Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute the underlying index.

· Your payment at maturity depends on the closing level of the underlying index on a single day.

· The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

· 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, based on Citigroup Global Markets Inc.’s proprietary pricing models and Citigroup Global Markets Holdings Inc.’s internal funding rate, will be less than the issue price.

· The estimated value of the securities would be lower if it were calculated based on Citigroup Global Markets Holdings Inc.’s secondary market rate.

· The estimated value of the securities is not an indication of the price, if any, at which Citigroup Global Markets Inc. or any other person may be willing to buy the securities from you in the secondary market.

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

· Immediately following issuance, any secondary market bid price provided by Citigroup Global Markets Inc., and the value that will be indicated on any brokerage account statements prepared by Citigroup Global Markets Inc. or its affiliates, will reflect a temporary upward adjustment.

· Changes that affect the underlying index may affect the value of your securities.

· Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities.

· Citigroup Global Markets Holdings Inc.’s offering of the securities does not constitute a recommendation of any underlying index.

· The level of the underlying index may be adversely affected by our or our affiliates’ hedging and other trading activities.

· Citigroup Global Markets Holdings Inc. and its affiliates may have economic interests that are adverse to yours as a result of the business activities of Citigroup Global Markets Holdings Inc.’s affiliates.

· The calculation agent, which is an affiliate of Citigroup Global Markets Holdings Inc., will make important determinations with respect to the securities.

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

Tax Considerations

You should review carefully the discussion in the accompanying preliminary pricing supplement under the heading “United States Federal Tax Considerations” concerning the U.S. federal tax consequences of an investment in the securities, and you should consult your tax adviser.

FAQ

What are the key terms of Citigroup's (C) S&P 500-linked PLUS securities due November 2026?

The securities have a $1,000 principal amount per unit, issued on July 22, 2025 and maturing November 4, 2026. They offer 300% leveraged upside exposure to the S&P 500 Index, capped at a maximum return of 14.20%. If the index declines, investors face 1-to-1 downside risk with possible loss of principal.

What is the maximum return possible on Citigroup's (C) 2026 PLUS securities?

The maximum return at maturity is at least $142.00 per security (14.20% of the stated principal amount), which will be finalized on the July 17, 2025 pricing date. Even if the S&P 500 Index rises more than 14.20%, the return is capped at this maximum level.

What is the estimated value of Citigroup's (C) PLUS securities at issuance?

According to Citigroup's pricing models, the estimated value of the securities on the pricing date will be at least $919.50 per security, which is less than the public offering price. This estimate is based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate.

What are the main risks of investing in Citigroup's (C) 2026 PLUS securities?

Key risks include: potential loss of some or all of the investment, no interest payments, limited upside potential capped at 14.20%, credit risk of Citigroup, no listing on securities exchanges limiting liquidity, and payment depending on the S&P 500 Index level on a single valuation date (October 30, 2026).

How does the payment structure work for Citigroup's (C) S&P 500-linked securities?

For each $1,000 security, if the final index level is higher than the initial level, investors receive $1,000 plus 300% of the index return (subject to 14.20% cap). If the final index level is lower, investors lose 1-to-1 with the index decline, receiving $1,000 plus the negative index return percentage.