| Citigroup Global Markets Holdings Inc. |
Free Writing Prospectus to Pricing Supplement No.
2025-USNCH[ ]
Registration Statement Nos. 333-270327 and 333-270327-01
Dated June 13, 2025; Filed pursuant to Rule 433 |
PLUS Based on a Basket of Six Underliers
Due December 29, 2025
Principal at Risk Securities
This document provides a summary of the terms of the securities. Investors
must carefully review the accompanying 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. |
| Basket: |
Basket Component |
Weighting |
| EURO STOXX 50® Index (ticker symbol: “SX5E”) |
15% |
| iShares® 20+ Year Treasury Bond ETF (ticker symbol: “TLT”) |
15% |
| iShares® MSCI Emerging Markets ETF (ticker symbol: “EEM”) |
15% |
| iShares® Biotechnology ETF (ticker symbol: “IBB”) |
15% |
| Russell 2000® Index (ticker symbol: “RTY”) |
25% |
| SPDR® S&P® Oil & Gas Exploration & Production ETF (ticker symbol: “XOP”) |
15% |
| Stated principal amount: |
$1,000 per security |
| Pricing date: |
June 30, 2025 |
| Issue date: |
July 3, 2025 |
| Valuation date: |
December 23, 2025, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur. |
| Maturity date: |
December 29, 2025 |
| Payment at maturity1: |
For each $1,000 stated principal amount security you hold at maturity:
▪
If
the final basket value is greater than the initial basket value:
$1,000 + the leveraged return amount, subject to the maximum return at maturity
▪
If
the final basket value is less than or equal to the initial basket value:
$1,000 + ($1,000 × the basket return)
If the final basket value is less than the initial index value, your
payment at maturity will be less, and possibly significantly less, than the $1,000 stated principal amount per security. You should not
invest in the securities unless you are willing and able to bear the risk of losing a significant portion and up to all of your investment. |
| Initial basket value: |
100 |
| Final basket value: |
100 × (1 + the sum of the weighted component returns of the basket components) |
| Weighted component return: |
For each basket component, its weighting multiplied by its component return |
| Component return: |
For each basket component, (i) The final component value minus the initial component value, divided by (ii) the initial component value |
| Final component value: |
For each basket component, its closing value on the valuation date |
| Basket return: |
(i) The final basket value minus the initial basket value, divided by (ii) the initial basket value |
| Hypothetical Payout at Maturity1 |
| Change in Underlying |
Return on Securities |
| +50.00% |
6.70% |
| +40.00% |
6.70% |
| +30.00% |
6.70% |
| +20.00% |
6.70% |
| +10.00% |
6.70% |
| +5.00% |
6.70% |
| +3.35% |
6.70% |
| +2.00% |
4.00% |
| 0.00% |
0.00% |
| -10.00% |
-10.00% |
| -20.00% |
-20.00% |
| -30.00% |
-30.00% |
| -40.00% |
-40.00% |
| -50.00% |
-50.00% |
| -60.00% |
-60.00% |
| -80.00% |
-80.00% |
| -100.00% |
-100.00% |
1All payments are subject to our credit risk
| On the date of this pricing supplement, the estimated value of the securities is $875.00 per security, which is less than the issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our 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 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.
Basket and Basket Components
For more information about the basket and basket components, 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 some or all of your investment. |
| · | The securities do not pay interest. |
| · | Your potential return on the securities is limited. |
| · | Investing in the securities is not equivalent to
investing in the basket components or the stocks included in the basket components. |
| · | Your payment at maturity depends on the closing values
of the basket components 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 CGMI’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 was determined
for Citigroup Global Market Holdings Inc. by its affiliate using proprietary pricing models. |
| · | The estimated value of the securities would be lower
if it were calculated based on Citigroup Global Market Holdings Inc.’s secondary market rate. |
| · | The estimated value of the securities is not an indication
of the price, if any, at which CGMI 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 CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates,
will reflect a temporary upward adjustment. |
| · | The basket components may offset each other. |
| · | The basket components may be highly correlated in
decline. |
| · | The basket components are not equally weighted. |
| · | The EURO STOXX 50® Index and the iShares®
MSCI Emerging Markets ETF are 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. |
| · | Investing in the securities exposes investors to
risks associated with emerging markets equity securities. |
| · | Fluctuations in exchange rates will affect the value
of the iShares® MSCI Emerging Markets ETF. |
| · | The iShares® 20+ Year Treasury Bond
ETF is subject to significant risks, including interest rate-related and credit-related risks. |
| · | The iShares® Biotechnology ETF is
subject to risks associated with the biotechnology and pharmaceutical sectors. |
| · | The securities will be subject to risks associated
with small capitalization stocks. |
| · | The SPDR® S&P®
Oil & Gas Exploration & Production ETF is subject to concentrated risks associated with the oil and gas exploration and production
industry. |
| · | In the case of basket components that are underlying
ETFs, the value and performance of each basket component may not completely track the performance of its underlying index or its net asset
value per share. |
| · | In the case of basket components that are underlying
ETFs, even if a basket component pays a dividend that it identifies as special or extraordinary, no adjustment will be required under
the securities for that dividend unless it meets the criteria specified in the accompanying product supplement. |
| · | In the case of basket components that are underlying
ETFs, an adjustment will not be made for all events that may have a dilutive effect on or otherwise adversely affect the market value
of a basket component. |
| · | In the case of basket components that are underlying
ETFs, the securities may become linked to shares of issuers other than the basket components upon the occurrence of a reorganization event
or upon the delisting of the shares of such basket component. |
| · | Changes made by the sponsor of a basket component
may affect the basket component. |
| · | Citigroup Global Market Holdings Inc.’s offering
of the securities does not constitute a recommendation of the basket or the basket components. |
| · | Governmental regulatory actions, such as sanctions,
could adversely affect your investment in the securities. |
| · | The value of a basket component may be adversely
affected by our or our affiliates’ hedging and other trading activities. |
| · | Citigroup Global Market Holdings Inc. and its affiliates
may have economic interests that are adverse to yours as a result of the business activities of Citigroup Global Market Holdings Inc.’s
affiliates. |
| · | The calculation agent, which is an affiliate of Citigroup
Global Market 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.