FILED PURSUANT TO RULE 433
File No. 333-270327
CITIGROUP INC.
$500,000,000
6-YEAR NON-CALL 5-YEAR GLOBAL FLOATING RATE SENIOR NOTES DUE 2031
Terms and Conditions
| Issuer: |
Citigroup Inc. | |
| Ratings*: |
A3 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch) | |
| Ranking: |
Senior | |
| Trade Date: |
September 4, 2025 | |
| Settlement Date: |
September 11, 2025 (T+5 days) | |
| Maturity: |
September 11, 2031 | |
| Par Amount: |
$500,000,000 | |
| Base Rate: |
SOFR (as defined in the Issuer’s base prospectus dated March 7, 2023 (the “Prospectus”)) | |
| Re-offer Spread: |
+117.1 bps | |
| Coupon and Interest Payment Dates: |
An annual floating rate equal to SOFR (as defined in the Prospectus and compounding daily over each interest period as described in the Prospectus) plus 1.171%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on December 15, 2025. An “interest period end date” means the 11th of each March, June, September and December, beginning on December 11, 2025 and ending at Maturity or any earlier redemption date. Modified following business day convention applicable to each interest period end date. Business days New York and U.S. Government Securities Business (as defined in the Prospectus). | |
| Public Offering Price: |
100.000% | |
| Net Proceeds to Citigroup: |
$498,375,000 (before expenses) | |
| Day Count: |
Actual / 360 | |
| Defeasance: |
Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply | |
| Redemption at Issuer Option: |
We may redeem the notes, at our option, in whole, but not in part, on September 11, 2030 at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
We may redeem the notes, at our option, in whole, but not in part, on or after August 11, 2031 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.
In each case, 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. | |
| Rate Cut-Off Date: |
The second U.S. Government Securities Business Day prior to a redemption date and Maturity. | |
| Redemption for Tax Purposes: |
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. | |
| Sinking Fund: |
Not applicable | |
CITIGROUP INC.
$500,000,000
6-YEAR NON-CALL 5-YEAR GLOBAL FLOATING RATE SENIOR NOTES DUE 2031
| Minimum Denominations/Multiples: |
$1,000 / multiples of $1,000 in excess thereof | |
| CUSIP: |
172967 QG9 | |
| ISIN: |
US172967QG93 | |
| Sole Book Manager: |
Citigroup Global Markets Inc. | |
| Senior Co-Managers: |
Barclays Capital Inc. BBVA Securities Inc. BMO Capital Markets Corp. CaixaBank, S.A. Capital One Securities, Inc. CastleOak Securities, L.P. China Construction Bank (Asia) Corporation Limited Deutsche Bank Securities Inc. Intesa Sanpaolo IMI Securities Corp. MUFG Securities Americas Inc. Nomura Securities International, Inc. Nordea Bank Abp PNC Capital Markets LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Swedbank AB (publ) TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. UniCredit Capital Markets LLC | |
CITIGROUP INC.
$500,000,000
6-YEAR NON-CALL 5-YEAR GLOBAL FLOATING RATE SENIOR NOTES DUE 2031
| Junior Co-Managers: |
American Veterans Group, PBC AmeriVet Securities, Inc. ANZ Securities, Inc. BNY Mellon Capital Markets, LLC CIBC World Markets Corp. Citizens JMP Securities, LLC Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Desjardins Securities Inc. Fifth Third Securities, Inc. Huntington Securities, Inc. KeyBanc Capital Markets Inc. M&T Securities, Inc. nabSecurities, LLC National Bank of Canada Financial Inc. Natixis Securities Americas LLC R. Seelaus & Co., LLC Regions Securities LLC Samuel A. Ramirez & Company, Inc. Santander US Capital Markets LLC SG Americas Securities, LLC Telsey Advisory Group LLC Tigress Financial Partners LLC Westpac Capital Markets LLC |
*Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.
Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroup’s registration statement is No. 333-270327. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.