[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Citigroup Global Markets Holdings announces 3-Year Autocallable Contingent Coupon Securities linked to AMD stock, with pricing date set for July 16, 2025 and maturity on July 19, 2028. The securities offer quarterly contingent coupons of at least 11.20% per annum if AMD's closing value remains above the 60% coupon barrier.

Key features include:

• Automatic early redemption if AMD's closing value equals/exceeds initial value on quarterly autocall dates
• Principal protection at maturity if AMD stays above 60% of initial value
• Full downside exposure if AMD falls below 60% barrier at maturity
• CUSIP: 17333LAV7

Risk considerations: Investors may lose entire investment; no guaranteed coupons; early redemption risk; credit risk of Citigroup; limited liquidity as securities won't be exchange-listed. The estimated value will be less than issue price of $1,000 per security.

Positive

• Attractive potential yield with contingent coupon of at least 11.20% per annum paid quarterly
• Automatic early redemption feature provides potential for full principal return plus coupon if AMD trades above initial value
• 60% downside protection barrier offers some cushion against moderate market declines

Negative

• High risk of principal loss with 1:1 downside exposure if AMD falls below 60% barrier
• No upside participation beyond fixed coupon payments even if AMD performs strongly
• Contingent coupon payments stop if AMD trades below 60% barrier level
• Credit risk exposure to Citigroup could result in total loss if issuer defaults
• Limited liquidity due to no exchange listing makes early sales difficult

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%	$1,028.00	Redeemed
50.00%	$1,028.00	Redeemed
25.00%	$1,028.00	Redeemed
0.00%	$1,028.00	Redeemed
-0.01%	$28.00	Securities not redeemed
-25.00%	$28.00	Securities not redeemed
-40.00%	$28.00	Securities not redeemed
-40.01%	$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
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 Contingent Coupon Securities Linked to AMD

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:	Advanced Micro Devices, Inc. (ticker: “AMD”)
Pricing date:	July 16, 2025
Valuation dates:	Quarterly
Maturity date:	July 19, 2028
Contingent coupon:	At least 11.20% per annum*, paid quarterly 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:	60.00% of the initial underlying value
Final barrier value:	60.00% 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:	Quarterly on valuation dates beginning after six months
CUSIP / ISIN:	17333LAV7 / US17333LAV71
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: $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, 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 25, 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.

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, 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) 3-Year Autocallable Contingent Coupon Securities linked to AMD?

The securities, issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc., have a maturity date of July 19, 2028, with quarterly valuation dates. They offer a contingent coupon of at least 11.20% per annum, paid quarterly if AMD's closing value is at or above the 60% coupon barrier value. The securities feature automatic early redemption if AMD's closing value equals or exceeds the initial value on any quarterly autocall date after six months.

How much could investors lose with Citigroup's (C) AMD-linked securities?

Investors could lose their entire investment if the securities are not automatically redeemed and AMD's final value falls below the 60% barrier value at maturity. For every 1% decline in AMD's value below the initial value, investors will lose 1% of their principal. For example, if AMD declines 75% from its initial value, investors would receive just $250 per $1,000 principal amount at maturity.

What is the contingent coupon payment structure for Citigroup's (C) AMD-linked securities?

The securities pay a contingent coupon of at least 11.20% per annum, distributed quarterly, but only if AMD's closing value is greater than or equal to the coupon barrier value (60% of initial value) on the related valuation date. Investors are not guaranteed to receive any contingent coupon payments, and no coupon is paid if AMD closes below the barrier.

When can Citigroup's (C) AMD-linked securities be automatically called?

The securities can be automatically called (redeemed) on any quarterly autocall date beginning after the first six months if AMD's closing value is greater than or equal to its initial underlying value. If called, investors receive their principal amount plus the related contingent coupon payment for that period.

What are the major risks of Citigroup's (C) AMD-linked securities?

Key risks include: potential loss of significant portion or entire investment if AMD falls below 60% barrier, no guaranteed coupon payments, limited upside potential due to no upside exposure to AMD, early redemption risk limiting potential returns, and credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The securities also won't be listed on any exchange, potentially limiting liquidity.