SEC Form FWP filed by Citigroup Inc.

4.643% per annum, payable semiannually in arrears on each May 7 and November 7, beginning on November 7, 2025, from, and including, the Settlement Date to, but excluding, May 7, 2027 (the “fixed rate period”).

Following business day convention during the fixed rate period. Business days during fixed rate period New York.

From, and including, May 7, 2027 (the “floating rate period”), an annual floating rate equal to SOFR (as defined in the Issuer’s base prospectus dated March 7, 2023 (the “Prospectus”) and compounding daily over each interest period as described in the Prospectus) plus 1.143%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on August 11, 2027 and ending at Maturity or any earlier redemption date. An “interest period end date” means the 7^th of each February, May, August and November, beginning on August 9, 2027 and ending at Maturity or any earlier redemption date.

Modified following business day convention applicable to each interest period end date during the floating rate period. Business days during floating rate period New York and U.S. Government Securities Business (as defined in the Prospectus).

We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after November 7, 2025 (or if additional notes are issued after May 7, 2025, beginning six months after the issue date of such additional notes) and prior to May 7, 2027 at a redemption price equal to the greater of (i) the make-whole amount (as described in the Prospectus) and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the date of redemption. The make-whole spread to be added to the Treasury Rate (as defined in the Prospectus) will equal 15 basis points.

We may redeem the notes, at our option, (i) in whole, but not in part, on May 7, 2027, or (ii) in whole at any time or in part from time to time, on or after April 7, 2028 at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date.

We may redeem the notes, at our option, in whole at any time, but not in part at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption, if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-U.S. persons.

SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date.

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