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Citigroup Global Markets Holdings Inc.
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Free Writing Prospectus to Pricing Supplement No.
2025-USNCH28310
Registration Statement Nos. 333-270327; 333-270327-01
Dated September 11, 2025; Filed pursuant to Rule
433 |
Contingent Income Auto-Callable Securities
Due September , 2028 Based on the Worst Performing of the Nasdaq-100 Index®, the S&P 500®
Index and the EURO STOXX 50® 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: |
Nasdaq-100 Index® (ticker symbol: “NDX”), S&P 500® Index (ticker symbol: “SPX”) and EURO STOXX 50® Index (ticker symbol: “SX5E”) |
| Stated principal amount: |
$1,000 per security |
| Pricing date: |
September 19, 2025 |
| Issue date: |
September 24, 2025 |
| Final valuation date: |
September 19, 2028, subject to postponement if such date is not a scheduled trading day for any underlying index or if certain market disruption events occur with respect to any underlying index |
| Maturity date: |
Unless earlier automatically redeemed, September 22, 2028 |
| Contingent coupon: |
On each quarterly contingent coupon payment date, unless previously automatically redeemed, the securities will pay a contingent coupon equal to 2.025% of the stated principal amount of the securities (8.10% 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: |
If the securities are not automatically redeemed prior to maturity,
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 on the final valuation date is greater than or equal to its downside
threshold level:
$1,000
▪ If
the final index level of the worst performing underlying index on the final valuation date is less than its downside threshold
level:
$1,000 + ($1,000 × the index return
of the worst performing underlying index on the final valuation date)
If the final index level of the worst performing underlying index
on the final valuation date is less than its downside threshold level, you will receive less, and possibly significantly less, than 65%
of the stated principal amount of your securities at maturity. |
| Observation period end-dates, potential redemption dates and contingent coupon payment dates: |
The observation period end-dates, potential redemption dates and contingent
coupon payment dates are set forth below: |
| Observation period end-dates |
Potential redemption dates* |
Contingent coupon payment dates** |
| December 19, 2025 |
N/A |
December 24, 2025 |
| March 19, 2026 |
March 19, 2026 |
March 24, 2026 |
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June 22, 2026 |
June 22, 2026 |
June 25, 2026 |
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September 21, 2026 |
September 21, 2026 |
September 24, 2026 |
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December 21, 2026 |
December 21, 2026 |
December 24, 2026 |
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March 19, 2027 |
March 19, 2027 |
March 24, 2027 |
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June 21, 2027 |
June 21, 2027 |
June 24, 2027 |
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September 20, 2027 |
September 20, 2027 |
September 23, 2027 |
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December 20, 2027 |
December 20, 2027 |
December 23, 2027 |
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March 20, 2028 |
March 20, 2028 |
March 23, 2028 |
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June 20, 2028 |
June 20, 2028 |
June 23, 2028 |
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September 19, 2028 |
N/A |
September 22, 2028 (the “maturity date”) |
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* Each potential redemption date is subject to postponement as if it were a valuation date as described in the accompanying product supplement. |
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** If the potential redemption date immediately preceding any contingent
coupon payment date is postponed, that contingent coupon payment date will also be postponed so that it falls on the third business day
after such potential redemption date, as postponed. |
| 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. |
| Automatic early redemption: |
If, on any potential redemption date, the closing level of the worst performing underlying index on that potential redemption date is greater than or equal to its initial index level, each security you then hold will be automatically redeemed on the related contingent coupon payment date for 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 |
| Downside threshold level: |
For each underlying index, 65.00% of its initial index level |
| Coupon barrier level: |
For each underlying index, 75.00% of its initial index level |
| Index return: |
For each underlying index on any date, (i) its closing level on that date minus its initial index level, divided by (ii) its initial index level |
| Worst performing underlying index: |
For any date, the underlying index with the lowest index return on that date |
| CUSIP/ISIN: |
17333MUM3 / US17333MUM36 |
| Preliminary pricing supplement: |
https://www.sec.gov/Archives/edgar/data/831001/000095010325011555/
dp234275_424b2-us2508882d.htm |
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Hypothetical Payout at Maturity1
(if the securities have not previously
been redeemed) |
| Index Return of Worst Performing Underlying Index on the Final Valuation Date |
Payment at Maturity (excluding any coupon payable at maturity) |
| +40% |
$1,000.00 |
| +30% |
$1,000.00 |
| +20% |
$1,000.00 |
| +10% |
$1,000.00 |
| 0% |
$1,000.00 |
| -10% |
$1,000.00 |
| -20% |
$1,000.00 |
| -30% |
$1,000.00 |
| -35% |
$1,000.00 |
| -36% |
$640.00 |
| -40% |
$600.00 |
| -50% |
$500.00 |
| -60% |
$400.00 |
| -70% |
$300.00 |
| -80% |
$200.00 |
| -90% |
$100.00 |
| -100% |
$0 |
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1All 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 $917.50 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. |
| · | The securities may be automatically called prior
to maturity, limiting your opportunity to receive contingent coupon payments. |
| · | The securities offer downside exposure to the worst
performing underlying index, but no upside exposure to the underlying indices. |
| · | Any early redemption payment or payment at maturity
will depend on the closing levels of the underlying indices solely on the relevant dates, which makes the securities particularly sensitive
to the volatility of the underlying indices. |
| · | 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 was determined
for Citigroup Global Markets 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 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 EURO STOXX 50® Index is subject
to risks associated with foreign equity securities. |
| · | 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. |
| · | Changes that affect the underlying indices may affect
the value of your securities. |
| · | Citigroup Global Markets Holdings Inc.’s offering
of the securities does not constitute a recommendation of any underlying index. |
| · | Governmental regulatory actions, such as sanctions,
could adversely affect your investment in the securities. |
| · | The level of an underlying index may be adversely
affected by Citigroup Global Markets Holdings Inc.’s or its 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 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.
