Citigroup Global Markets Holdings Inc.

09/26/2025 | Press release | Distributed by Public on 09/26/2025 11:49

Free Writing Prospectus (Form FWP)

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

5 Year Autocallable Securities Linked to SPXF4EV6

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 40% Edge Volatility 6% Decrement Index (USD) ER (ticker: "SPXF4EV6") (the "Index")

Pricing date:

October 28, 2025

Valuation dates:

Monthly, beginning approximately one year after issuance

Final valuation date:

October 28, 2030

Maturity date:

October 31, 2030

Final barrier value:

50.00% of the initial underlying value

Automatic early redemption:

If on any valuation date prior to the final valuation 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 applicable premium

Premium:

At least 19.60% per annum*

CUSIP / ISIN:

17333MM67 / US17333MM675

Initial underlying value:

The closing value on the pricing date

Final underlying value:

The closing value on the final valuation date

Underlying return:

(Final underlying 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 initial underlying value:

$1,000 + the premium applicable to the final valuation date

•If the final underlying value is less than the initial underlying value but 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.

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 September 26, 2025

* The actual premium will be determined on the pricing date.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Hypothetical Interim Payment per Security**

Valuation Date on which the Closing Value of the Underlying Equals or Exceeds Initial Underlying Value

Premium

Hypothetical Redemption

October 28, 2026

19.60%

$1,196.00

November 30, 2026

21.2333%

$1,212.33333

December 28, 2026

22.8667%

$1,228.66667

January 28, 2027

24.50%

$1,245.00

March 1, 2027

26.1333%

$1,261.33333

March 29, 2027

27.7667%

$1,277.66667

April 28, 2027

29.40%

$1,294.00

May 28, 2027

31.0333%

$1,310.33333

June 28, 2027

32.6667%

$1,326.66667

July 28, 2027

34.30%

$1,343.00

August 30, 2027

35.9333%

$1,359.33333

September 28, 2027

37.5667%

$1,375.66667

October 28, 2027

39.20%

$1,392.00

November 29, 2027

40.8333%

$1,408.33333

December 28, 2027

42.4667%

$1,424.66667

January 28, 2028

44.10%

$1,441.00

February 28, 2028

45.7333%

$1,457.33333

March 28, 2028

47.3667%

$1,473.66667

April 28, 2028

49.00%

$1,490.00

May 30, 2028

50.6333%

$1,506.33333

June 28, 2028

52.2667%

$1,522.66667

July 28, 2028

53.90%

$1,539.00

August 28, 2028

55.5333%

$1,555.33333

September 28, 2028

57.1667%

$1,571.66667

October 30, 2028

58.80%

$1,588.00

November 28, 2028

60.4333%

$1,604.33333

December 28, 2028

62.0667%

$1,620.66667

January 29, 2029

63.70%

$1,637.00

February 28, 2029

65.3333%

$1,653.33333

March 28, 2029

66.9667%

$1,669.66667

April 30, 2029

68.60%

$1,686.00

May 29, 2029

70.2333%

$1,702.33333

June 28, 2029

71.8667%

$1,718.66667

July 30, 2029

73.50%

$1,735.00

August 28, 2029

75.1333%

$1,751.33333

September 28, 2029

76.7667%

$1,767.66667

October 29, 2029

78.40%

$1,784.00

November 28, 2029

80.0333%

$1,800.33333

December 28, 2029

81.6667%

$1,816.66667

January 28, 2030

83.30%

$1,833.00

February 28, 2030

84.9333%

$1,849.33333

March 28, 2030

86.5667%

$1,865.66667

April 29, 2030

88.20%

$1,882.00

May 28, 2030

89.8333%

$1,898.33333

June 28, 2030

91.4667%

$1,914.66667

July 29, 2030

93.10%

$1,931.00

August 28, 2030

94.7333%

$1,947.33333

September 30, 2030

96.3667%

$1,963.66667

If the closing value of the underlying is not greater than or equal to the initial underlying value on any interim valuation date, then the securities will not be automatically redeemed prior to maturity and you will not receive a premium following that valuation date.

** The hypotheticals assume that the premium applicable to each valuation date will be set at the lowest value indicated in this offering summary.

Hypothetical Payment at Maturity per Security***

Assumes the securities have not been automatically redeemed prior to maturity.

Hypothetical Underlying Return on Final Valuation Date

Hypothetical Payment at Maturity

100.00%

$1,980.00

50.00%

$1,980.00

25.00%

$1,980.00

0.00%

$1,980.00

-0.01%

$1,000.00

-25.00%

$1,000.00

-50.00%

$1,000.00

-50.01%

$499.90

-75.00%

$250.00

-100.00%

$0.00

*** The hypothetical assumes that the premium on the final valuation date 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. 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.

•Your potential return on the securities is limited.

•The securities do not pay interest.

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

•The securities may be automatically redeemed prior to maturity.

•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 Index is highly risky because it may reflect highly leveraged exposure to the Underlying Futures Index and may therefore experience a decline that is many multiples of any decline in the Underlying Futures Index.

•The Index may realize significant losses if it is not consistently successful in increasing exposure to the Underlying Futures Index in advance of increases in the Underlying Futures Index and reducing exposure to the Underlying Futures Index in advance of declines in the Underlying Futures Index.

•The Index may be adversely affected by a time lag in its volatility targeting mechanism.

•The Index may be adversely affected by a "decay" effect.

•The Underlying Futures Index is expected to underperform the S&P 500® Index because of an implicit financing cost.

•The performance of the Index will be reduced by a decrement of 6% per annum.

•The Index may not fully participate in any appreciation of the Underlying Futures Index.

•The Index may perform less favorably than it would if its volatility targeting mechanism were based on an alternative volatility measure, such as actual realized volatility, rather than implied volatility.

•The Index may significantly underperform the S&P 500® Index.

•The Index has limited actual performance information.

•An affiliate of ours participated in the development of the Index.

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.

Citigroup Global Markets Holdings Inc. published this content on September 26, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 26, 2025 at 17:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]