Citigroup
Global Markets Holdings Inc.
|
Free
Writing Prospectus to Pricing Supplement No. 2025-USNCH27660
Registration Statement Nos. 333-270327; 333-270327-01
Dated July 18, 2025;
Filed pursuant to Rule 433
|
Contingent Income Callable Securities Due July , 2027 Based on
the Worst Performing of the EURO STOXX 50® Index, the Russell 2000® Index and the S&P 500®
Index
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
indices: |
The EURO STOXX
50® Index (ticker symbol: “SX5E”), the Russell 2000® Index (ticker symbol: “RTY”)
and the S&P 500® Index (ticker symbol: “SPX”) |
| Stated
principal amount: |
$1,000 per
security |
| Pricing
date: |
July 25, 2025 |
| Issue
date: |
July 30, 2025 |
| Observation
period |
The
expected observation period end-dates, potential redemption dates and contingent coupon payment
dates are set forth below: |
| redemption
dates and contingent coupon payment dates: |
Observation period end-dates |
Potential redemption dates |
Contingent coupon payment dates |
| October 27, 2025 |
October 30, 2025 |
October 30, 2025 |
| January 26, 2026 |
January 29, 2026 |
January 29, 2026 |
| April 27, 2026 |
April 30, 2026 |
April 30, 2026 |
| July 27, 2026 |
July 30, 2026 |
July 30, 2026 |
| October 26, 2026 |
October 29, 2026 |
October 29, 2026 |
| January 25, 2027 |
January 28, 2027 |
January 28, 2027 |
| April 26, 2027 |
April 29, 2027 |
April 29, 2027 |
| July 26, 2027 (the “final valuation date”) |
N/A |
July 29, 2027 (the “maturity date”) |
| Maturity
date: |
Unless
earlier redeemed by us, July 29, 2027 |
| Contingent
coupon: |
On each quarterly
contingent coupon payment date, unless previously redeemed by us, the securities will pay a contingent coupon equal to 2.925% of
the stated principal amount of the securities (11.70% per annum) if and only if a coupon barrier event has not occurred during
the related observation period. If a coupon barrier event occurs during an observation period, you will not receive any contingent
coupon payment on the related contingent coupon payment date. A coupon barrier event will occur if the closing level of any
underlying index is less than its coupon barrier level on any trading day for that underlying index during an observation
period. |
| Payment
at maturity1: |
Unless earlier redeemed by us, for
each $1,000 stated principal amount security you hold at maturity, you will receive cash in an amount determined as follows (in addition
to the final contingent coupon payment, if any):
· If the final index level of the worst performing underlying index is greater than or equal to
its downside threshold level: $1,000
· If the final index level of the worst performing underlying index is less than its downside
threshold level:
$1,000 + ($1,000 ×
the index return of the worst performing underlying index)
If the final index level of the
worst performing underlying index is less than its downside threshold level, you will receive less, and possibly significantly less,
than 75.00% of the stated principal amount of your securities at maturity. |
| Coupon
barrier event: |
A coupon barrier
event will occur with respect to an observation period if the closing level of any underlying index is less than its
coupon barrier level on any trading day for that underlying index during that observation period. |
| Observation
periods: |
Each observation
period will consist of each day from but excluding an observation period end-date to and including the following observation period
end-date, provided that the first observation period will consist of each day from but excluding the pricing date to and including
the first observation period end-date. |
| Trading
day: |
For any underlying
index, a scheduled trading day for that underlying index on which a market disruption event has not occurred with respect to that
underlying index. |
| Redemption: |
We
may call the securities, in whole and not in part, for mandatory redemption on any potential redemption date upon not less than three
business days’ notice. Following an exercise of our call right, you will receive for each security you then hold an amount
in cash equal to the early redemption payment. If the securities are redeemed, no further payments will be made. |
| Early
redemption payment: |
The stated
principal amount of $1,000 per security plus the related contingent coupon payment, if any |
| Initial
index level: |
For each underlying
index, its closing level on the pricing date |
| Final
index level: |
For each underlying
index, its closing level on the final valuation date |
| Coupon
barrier level: |
For each underlying
index, 75.00% of its initial index level |
| Downside
threshold level: |
For each underlying
index, 75.00% of its initial index level |
| Index
return: |
For each underlying
index, (i) its final index level minus its initial index level, divided by (ii) its initial index level |
| CUSIP
/ ISIN: |
17333LQA6
/ US17333LQA60 |
| Worst
performing underlying index: |
The underlying
index with the lowest index return |
| Preliminary
pricing supplement: |
Preliminary
pricing supplement dated July 18, 2025 |
Hypothetical
Payout at Maturity1
(if
the securities have not been previously redeemed) |
| Index
Return of Worst Performing Underlying Index on the Final Valuation Date |
Payment
at Maturity (excluding any coupon payable at maturity) |
| +40.00% |
$1,000.00 |
| +30.00% |
$1,000.00 |
| +20.00% |
$1,000.00 |
| +10.00% |
$1,000.00 |
| 0.00% |
$1,000.00 |
| -10.00% |
$1,000.00 |
| -20.00% |
$1,000.00 |
| -25.00% |
$1,000.00 |
| -26.00% |
$740.00 |
| -30.00% |
$700.00 |
| -40.00% |
$600.00 |
| -50.00% |
$500.00 |
| -60.00% |
$400.00 |
| -70.00% |
$300.00 |
| -80.00% |
$200.00 |
| -90.00% |
$100.00 |
| -100.00% |
$0.00 |
1 All payments are subject to our credit risk
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 $914.50 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 Indices
For more information about the underlying indices, 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 a significant portion or all of your investment. |
| · | You will not receive any contingent coupon payment for any quarterly observation period during which
a coupon barrier event occurs. |
| · | The quarterly contingent coupon payment is contingent on the closing level of each underlying index
on each trading day throughout the observation periods. |
| · | The securities are subject to the risks of all of the underlying indices and will be negatively affected
if any one of the underlying indices performs poorly, even if the others perform well. |
| · | You will not benefit in any way from the performance of the better performing underlying indices. |
| · | You will be subject to risks relating to the relationship among the underlying indices. |
| · | Higher contingent coupon rates are associated with greater risk. |
| · | You may not be adequately compensated for assuming the downside risk of the worst performing underlying
index. |
| · | We may redeem the securities at our option, which will limit your ability to receive the contingent
coupon payments. |
| · | The securities offer downside exposure to the worst performing underlying index, but no upside exposure
to the underlying indices. |
| · | The payment at maturity depends on the closing level of the worst performing 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. |
| · | The securities are linked to the Russell 2000® Index and will be subject to risks associated
with small capitalization stocks. |
| · | Changes that affect the underlying indices 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 an 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 EURO STOXX 50® Index is subject to risks associated with non-U.S. markets. |
| · | The performance of the EURO STOXX 50® Index will not be adjusted for changes in the exchange
rate between the euro and the U.S. dollar. |
| · | 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.