[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 13-month Autocallable Contingent Coupon Securities linked to Freeport-McMoRan Inc. (FCX). Each $1,000 security pays a monthly contingent coupon of at least 12.30% p.a. provided FCX’s closing price on the valuation date is at or above the Coupon Barrier (69% of the initial value). If, on any monthly Autocall Date beginning after six months, FCX closes at or above its initial value, the notes are automatically redeemed at par plus the coupon.

Principal at risk: If the notes are not autocalled and FCX closes below the Final Barrier (69% of initial) on the final valuation date, investors receive a fixed number of FCX shares (or cash equivalent) based on the equity ratio, potentially worth far less than $1,000 and as little as zero. Hypothetical payouts illustrate full redemption down to a –31% underlying return and steep losses below –31.01%.

Key terms:

• Pricing date: 10-Jul-2025; Maturity: 13-Aug-2026
• Monthly valuation & coupon observation; same dates double as potential autocalldates after month 6
• No market listing; secondary liquidity uncertain
• Credit exposure to Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee

Principal risks: up to 100% loss of invested amount, missed coupons if FCX trades below the barrier, early redemption limiting upside to coupons, product sensitivity to FCX volatility, estimated value below issue price, tax uncertainty, and issuer conflicts of interest.

Positive

• Attractive contingent coupon of at least 12.30% annualized, significantly above current short-term rates.
• 31% downside buffer; investors receive full principal if FCX decline remains within this range at maturity.
• Monthly autocal­l feature may return capital early with coupon if FCX performs well, improving annualized yield.

Negative

• Full downside risk: declines beyond –31% convert principal into FCX shares, potentially worthless.
• No participation in upside beyond coupon; gains capped despite equity risk.
• Issuer credit exposure to Citigroup and lack of FDIC/SEC insurance.
• Unlisted security limits liquidity and could trade at substantial discounts before maturity.
• Estimated value below issue price, creating immediate mark-to-market drag.
• Tax treatment uncertain, potentially resulting in higher effective taxes or penalties.

Insights

Structured-Products Analyst

TL;DR High 12.3% contingent yield and 31% downside buffer offset by full downside risk below barrier, no upside, and Citi credit exposure.

The notes appeal to yield-hunters comfortable with FCX price stability. The 69% barriers provide a moderate cushion; historically FCX has displayed high beta to copper prices, so breaches are plausible. Automatic redemption probability is meaningful if copper rallies; however, that truncates coupon accrual. Investors forfeit any upside beyond coupons, making risk-adjusted return inferior to direct equity for bullish views. Secondary liquidity will be thin, and the issue will price with a 3–5% discount to theoretical value, creating negative carry if sold early.

Credit & Risk Specialist

TL;DR Product’s main risk is principal loss from FCX decline and issuer credit; suits diversified portfolios seeking income with defined barriers.

Citi’s senior unsecured debt is investment-grade (A/A3), but long-dated credit spreads could widen. Because principal is unsecured, a Citi credit event would leave noteholders sharing recovery pari-passu with other senior creditors. The –31% buffer mitigates modest commodity downturns, yet FCX’s historic 52-week volatility (~35-40%) suggests a non-trivial breach probability over 13 months. Tax treatment remains unclear (likely contingent payment swap), exposing investors to audit risk. Overall impact is neutral: product neither materially strengthens nor weakens Citi’s financial profile, but offers retail investors a risk-reward trade-off that warrants cautious sizing.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Hypothetical Interim Payment per Security^**

Hypothetical Underlying Return on Interim Valuation Date	Hypothetical Payment for Interim Valuation Date	Hypothetical Redemption***
100.00%	$1,010.25	Redeemed
50.00%	$1,010.25	Redeemed
25.00%	$1,010.25	Redeemed
0.00%	$1,010.25	Redeemed
-0.01%	$10.25	Securities not redeemed
-31.00%	$10.25	Securities not redeemed
-31.01%	$0.00	Securities not redeemed
-50.00%	$0.00	Securities not redeemed
-75.00%	$0.00	Securities not redeemed
-100.00%	$0.00	Securities not redeemed

Hypothetical Payment at Maturity per Security^****

Assumes the securities have not been automatically redeemed prior to maturity and does not include the final contingent coupon payment, if any.

Hypothetical Underlying Return on Final Valuation Date	Hypothetical Payment at Maturity or Cash Value of Underlying Shares Received at Maturity
100.00%	$1,000.00
50.00%	$1,000.00
25.00%	$1,000.00
0.00%	$1,000.00
-31.00%	$1,000.00
-31.01%	$689.90
-50.00%	$500.00
-75.00%	$250.00
-100.00%	$0.00

13 Month Autocallable Contingent Coupon Securities Linked to FCX

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:	Freeport-McMoRan Inc. (ticker: “FCX”)
Pricing date:	July 10, 2025
Valuation dates:	Monthly
Maturity date:	August 13, 2026
Contingent coupon:	At least 12.30% per annum*, paid monthly only if the closing value of the underlying is greater than or equal to the coupon barrier value on the related valuation date. You are not assured of receiving any contingent coupon.
Coupon barrier value:	69.00% of the initial underlying value
Final barrier value:	69.00% of the initial underlying value
Automatic early redemption:	If on any autocall 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 contingent coupon
Autocall dates:	Monthly on valuation dates beginning after six months
Equity ratio:	The stated principal amount divided by the initial underlying value
CUSIP / ISIN:	17333H7C2 / US17333H7C27
Initial underlying value:	The closing value on the pricing date
Final underlying value:	The closing value on the final valuation date
Underlying return:	(Current closing value - initial underlying value) / initial underlying value
Payment at maturity (if not autocalled):	•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: a fixed number of underlying shares of the underlying equal to the equity ratio (or, if we elect, the cash value of those shares based on the final underlying value) 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 underlying shares (or, in our sole discretion, cash) that will be worth significantly less than the stated principal amount of your securities, and possibly nothing, at maturity, and you will not receive any contingent 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 July 2, 2025

^* The actual contingent coupon rate will be determined on the pricing date.

^** The hypotheticals assume that the contingent coupon will be set at the lowest value indicated in this offering summary.

^*** Assumes the interim valuation date is also an autocall date.

^**** Assumes that the closing value of the underlying on the final valuation date is the same as the closing value of the underlying on the maturity 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, 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 and the final underlying value is less than the final barrier value, you will not receive the stated principal amount of your securities at maturity and, instead, will receive underlying shares of the underlying (or, in our sole discretion, cash based on the value thereof) that will be worth significantly less than the stated principal amount and possibly nothing. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment.

•You will not receive any contingent coupon following any valuation date on which the closing value of the underlying on that valuation date is less than the coupon barrier value.

•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 particularly sensitive to the volatility of the closing value of the underlying 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 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 is the coupon rate on Citigroup's FCX-linked autocallable securities (ticker C)?

The securities pay a monthly contingent coupon of at least 12.30% per annum, only when FCX closes at or above 69% of its initial value on the observation date.

When can the Citigroup autocallable notes be automatically redeemed?

Starting six months after issuance, on each monthly valuation date, the notes autocal­l if FCX closes at or above its initial price, returning $1,000 plus the coupon.

How much principal protection do investors have in these Citigroup FCX-linked notes?

Investors keep full principal only if FCX’s final price is at least 69% of its initial value; below that, they receive FCX shares (or cash) that could be worth far less, even zero.

What happens if FCX drops more than 31% at maturity?

If the decline exceeds 31%, investors receive a fixed number of FCX shares worth proportionally to the final price, resulting in losses up to 100% of principal.

Are the Citigroup contingent coupon securities listed on an exchange?

No. The notes are not exchange-listed; secondary market liquidity may be limited, and sale prices could be significantly below intrinsic value.

Do these securities expose investors to Citigroup credit risk?

Yes. All payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and the Citigroup Inc. guarantee; a Citi default could lead to non-payment.