[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Citigroup Global Markets Holdings has announced a 13-month Autocallable Contingent Coupon Securities offering linked to Micron Technology (MU) stock, with Citigroup as guarantor. Key features include:

• Principal amount of $1,000 per security with pricing date July 2, 2025
• Monthly contingent coupon of at least 13.40% per annum, paid only if MU closes above 56% of initial value
• Automatic early redemption if MU closes at or above initial value on monthly valuation dates after 6 months
• At maturity (August 6, 2026), full principal returned if MU is above 56% barrier; below barrier, investors receive MU shares or cash equivalent

Risk Considerations: Investors may lose significant portion or all investment, no minimum payment guaranteed, subject to Citigroup's credit risk, limited liquidity as securities won't be exchange-listed, and potential early redemption limiting upside potential. Securities offer downside exposure but no upside participation in MU's performance.

Positive

• Attractive contingent coupon rate of at least 13.40% per annum if underlying stays above barrier
• Monthly autocall opportunity after 6 months if Micron stock trades at or above initial value
• Downside protection with 44% buffer before principal loss occurs (barrier at 56% of initial value)

Negative

• Complete loss of principal possible if Micron stock declines more than 56%
• No participation in upside potential of Micron stock beyond fixed coupon payments
• Contingent coupons only paid if Micron stays above 56% barrier - no guaranteed income
• Credit risk exposure to Citigroup could result in total loss if issuer defaults
• Limited secondary market liquidity as securities won't be exchange-listed

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%	$1,011.167	Redeemed
50.00%	$1,011.167	Redeemed
25.00%	$1,011.167	Redeemed
0.00%	$1,011.167	Redeemed
-0.01%	$11.167	Securities not redeemed
-25.00%	$11.167	Securities not redeemed
-44.00%	$11.167	Securities not redeemed
-44.01%	$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
-25.00%	$1,000.00
-44.00%	$1,000.00
-44.01%	$559.90
-50.00%	$500.00
-75.00%	$250.00
-100.00%	$0.00

13 Month Autocallable Contingent Coupon Securities Linked to MU

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:	Micron Technology, Inc. (ticker: “MU”)
Pricing date:	July 2, 2025
Valuation dates:	Monthly
Maturity date:	August 6, 2026
Contingent coupon:	At least 13.40% 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:	56.00% of the initial underlying value
Final barrier value:	56.00% 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:	17333H5G5 / US17333H5G58
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 June 23, 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 are the key terms of Citigroup's (C) 13-month Autocallable Contingent Coupon Securities linked to MU?

The securities are issued by Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., with a maturity date of August 6, 2026. They offer a contingent coupon of at least 13.40% per annum paid monthly if MU's closing value is ≥ 56% of initial value. The securities feature automatic early redemption if MU's closing value equals or exceeds the initial value on monthly valuation dates after 6 months.

What is the maximum potential loss on Citigroup's (C) Autocallable Securities linked to Micron (MU)?

Investors can lose their entire investment. If the securities are not automatically redeemed and MU's final value is below the 56% barrier value at maturity, investors will receive MU shares (or cash equivalent) worth significantly less than the $1,000 principal amount, potentially as low as $0. The securities provide no minimum payment guarantee at maturity.

How does the contingent coupon payment work for Citigroup's (C) MU-linked securities?

The contingent coupon of at least 13.40% per annum is paid monthly, but only if Micron's closing value is greater than or equal to the coupon barrier value (56% of initial value) on the related valuation date. Investors are not guaranteed to receive any contingent coupon payments throughout the term of the securities.

What happens at maturity for Citigroup's (C) Autocallable Securities if not called early?

At maturity, if not previously autocalled: 1) If MU's final value is ≥ 56% of initial value, investors receive $1,000 principal. 2) If MU's final value is < 56% of initial value, investors receive MU shares (or cash equivalent) equal to the equity ratio, worth significantly less than $1,000. The payment is subject to Citigroup's credit risk.

What are the main risk factors of Citigroup's (C) Autocallable Securities linked to MU?

Key risks include: 1) Potential loss of significant portion or entire investment 2) No guaranteed coupon payments 3) Early redemption risk limiting upside potential 4) No upside exposure to MU beyond coupon payments 5) Credit risk of Citigroup 6) No listing on securities exchanges limiting liquidity 7) Estimated value below issue price 8) Unclear U.S. federal tax consequences.