| Citigroup Global Markets Holdings Inc. |
Free Writing Prospectus to Pricing Supplement No. 2025-USNCH[ ] Registration Statement Nos. 333-270327 and 333-270327-01 Dated November 5, 2025; Filed pursuant to Rule 433 |
Bearish PLUS Based Inversely on an
Allocated Basket of Three Underliers Due November 20, 2026
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 |
| Nasdaq-100 Index® (ticker symbol: “NDX”) | |
| Russell 2000® Index (ticker symbol: “RTY”) | |
| S&P 500® Index (ticker symbol: “SPX”) |
| Stated principal amount: | $1,000 per security |
| Pricing date: | November 7, 2025 |
| Issue date: | November 13, 2025 |
| Valuation date: | November 16, 2026, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur. |
| Maturity date: | November 20, 2026 |
| Payment at maturity1: |
For each $1,000 stated principal amount security you hold at maturity: ▪ If
the final basket value is less than the initial basket value: ▪ If
the final basket value is greater than or equal to the initial basket value: If the final basket value is greater 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. However, in no case will the payment at maturity be less than zero. 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 initial basket value minus the final basket value, divided by (ii) the initial basket value |
| Leveraged return amount: | $1,000 x the basket return x the leverage factor |
| Leverage factor: | 600% |
| Maximum return at maturity: | $740.00 per security (74% of the stated principal amount). The payment at maturity per security will not exceed $1,000 plus the maximum return at maturity. |
Weighting
|
The weighting for each basket component will be determined on the valuation date as follows: • The basket component with the highest (meaning the least favorable) component return: 90.00% • The basket component with the second-highest (meaning the second-least favorable) component return: 5.00% • The basket component with the lowest (meaning the most favorable) component return: 5.00% |
| CUSIP / ISIN: | 17331BZP7 / US17331BZP74 |
| Preliminary pricing supplement: | sec.gov/Archives/edgar/data/200245/000095010325014433/ dp237007_424b2-us2526755d.htm |
Allocation Feature: The weighting for each basket component is not set at the beginning of the term of the securities. Instead, in measuring the performance of the basket as a whole as of the valuation date, each basket component will be allocated a weighting based on the relative performance of the basket components compared to each other. The basket component with the highest (least favorable) component return will be allocated a weighting equal to 90% of the basket and the basket components with the second-highest (second-least favorable) and the lowest (most favorable) component returns will each be allocated a weight equal to 5% of the basket.
| Hypothetical Payout at Maturity1 | |
| Percent Change in Value of Basket | Return on Securities |
| +120.00% | -100.00% |
| +100.00 | -100.00% |
| +75.00% | -75.00% |
| +50.00% | -50.00% |
| +40.00% | -40.00% |
| +30.00% | -30.00% |
| +20.00% | -20.00% |
| +10.00% | -10.00% |
| +5.00% | -5.00% |
| 0.00% | 0.00% |
| -5.00% | 30.00% |
| -10.00% | 60.00% |
| -12.33% | 74.00% |
| -20.00% | 74.00% |
| -30.00% | 74.00% |
| -40.00% | 74.00% |
| -50.00% | 74.00% |
| -75.00% | 74.00% |
| -100.00% | 74.00% |
1All payments are subject to our credit risk | |
On the date of this pricing supplement, the estimated value of the securities is $919.00 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 provide inverse (bearish) exposure to the performance of the basket. |
| · | The securities do not pay interest. |
| · | The allocated basket weighting will result in a return on the securities that is lower than the return you would receive if the securities were linked to an equally weighted basket. |
| · | 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, is 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 appreciation. |
| · | 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 inverse (bearish) exposure to 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.