SEC Form FWP filed by Citigroup Inc.

Issuer:

Ratings*:

Ranking:

Trade Date:

Settlement Date:

Maturity:

Par Amount:

Treasury Benchmark:

Treasury Price:

Treasury Yield:

Re-offer Spread to Benchmark:

Re-offer Yield:

Fixed Rate Coupon & Payment Dates:

4.503% per annum, payable semiannually in arrears on each March 11 and September 11, beginning on March 11, 2026, from, and including, the Settlement Date to, but excluding, September 11, 2030 (the “fixed rate period”).

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

Floating Rate Coupon & Payment Dates:

From, and including, September 11, 2030 (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 1.171%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on December 13, 2030 and ending at Maturity or any earlier redemption date. An “interest period end date” means the 11^th of each March, June, September and December, beginning on December 11, 2030 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).

Public Offering Price:

Net Proceeds to Citigroup:

Day Count:

Defeasance:

Redemption at Issuer Option:

We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after March 11, 2026 (or if additional notes are issued after September 11, 2025, beginning six months after the issue date of such additional notes) and prior to September 11, 2030 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 September 11, 2030, or (ii) in whole at any time or in part from time to time, on or after August 11, 2031 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.

Rate Cut-Off Date:

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:

Minimum Denominations/Multiples:

CUSIP:

ISIN:

Sole Book Manager:

Senior Co-Managers:

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