Filed Pursuant to Rule 433
File No. 333-270327
CITIGROUP INC.
2,500,000 DEPOSITARY SHARES
EACH REPRESENTING A 1/25TH INTEREST IN A SHARE OF
6.625% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES HH
AMENDED TERM SHEET*
| * | The Final Term Sheet, filed with the SEC on December 4, 2025 has been amended solely to reflect a revised CUSIP number and ISIN. |
Terms and Conditions
| Issuer: | Citigroup Inc. | |
| Securities: | 2,500,000 depositary shares, each representing a 1/25th interest in a share of perpetual 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH (the “Series HH preferred stock”). | |
| Ratings*: | Ba1 / BB+ / BBB- / BBBH (Stable Outlook / Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch / DBRS) | |
| Trade Date: | December 3, 2025 | |
| Settlement Date: | December 10, 2025 (T+5 days) | |
| Maturity: | Perpetual | |
| Liquidation Preference: | $25,000 per share of Series HH preferred stock (equivalent to $1,000 liquidation preference per depositary share). | |
| Aggregate Liquidation Preference: | $2,500,000,000 | |
| Public Offering Price: | $1,000 per depositary share. | |
| Net Proceeds to Citigroup: | $2,462,500,000 (before expenses) | |
| Dividend Rate and Payment Dates: | When, as and if declared by the board of directors of Citigroup, or a duly authorized committee of the board of directors, out of funds legally available to pay dividends, on the 15th of each February, May, August, and November (each date for payment of dividends, a “dividend payment date”) (i) from, and including, the date of issuance of the Series HH preferred stock to, but excluding, February 15, 2031 (the “First Reset Date”), at an annual rate of 6.625% on the liquidation preference amount of $25,000 per share of Series HH preferred stock, quarterly in arrears, beginning on May 15, 2026 and (ii) from, and including, the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 3.001% on the liquidation preference amount of $25,000 per share of Series HH preferred stock, quarterly in arrears, beginning on May 15, 2031. | |
| Reset Period: | The period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date | |
| Reset Date: | The First Reset Date and each date falling on the fifth anniversary of the preceding reset date | |
| Reset Dividend Determination Date: | In respect of any reset period, the day that is three business days prior to the beginning of such reset period | |
| First Dividend Payment Date: | If declared, May 15, 2026 | |
| Day Count: | 30/360 | |
CITIGROUP INC.
2,500,000 DEPOSITARY SHARES
EACH REPRESENTING A 1/25TH INTEREST IN A SHARE OF
6.625% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES HH
| Redemption at Issuer Option: | Subject to any required prior approval of the Federal Reserve, Citigroup may redeem the Series HH preferred stock in whole or in part, from time to time, on any dividend payment date on or after the First Reset Date or in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the Preliminary Prospectus Supplement dated December 3, 2025), in each case at a cash redemption price equal to 100% of the liquidation preference, plus any declared and unpaid dividends and without accumulation of any undeclared dividends, to, but excluding, the redemption date. | |
| Sinking Fund: | Not applicable | |
| Listing: | None | |
| Voting Rights: | The holders of the Series HH preferred stock do not have voting rights, except (i) as specifically required by Delaware law; (ii) in the case of certain dividend non-payments; (iii) with respect to the issuance of senior capital stock of Citigroup; and (iv) with respect to changes to Citigroup’s organizational documents that would adversely affect the voting powers, preferences or special rights of the Series HH preferred stock. Holders of depositary shares must act through the depositary to exercise any voting rights. | |
| Depositary Shares CUSIP / ISIN: | 172967 QJ3 / US172967QJ33 | |
| Use of Proceeds: | Citigroup expects to use the net proceeds from the sale of the depositary shares representing interests in the Series HH preferred stock for general corporate purposes, which may include the partial or full redemption of outstanding shares of Citigroup preferred stock and related depositary shares, as applicable, and repurchases and redemptions of other outstanding securities of Citigroup and its subsidiaries, including Citigroup common stock. | |
| Sole Structuring Agent and Sole Bookrunner: | Citigroup Global Markets Inc. | |
| Senior Co-Managers: | Academy Securities, Inc. ANZ Securities, Inc. Barclays Capital Inc. BMO Capital Markets Corp. Capital One Securities, Inc. Deutsche Bank Securities Inc. MFR Securities, Inc. MUFG Securities Americas Inc. Nomura Securities International, Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. | |
CITIGROUP INC.
2,500,000 DEPOSITARY SHARES
EACH REPRESENTING A 1/25TH INTEREST IN A SHARE OF
6.625% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES HH
| Junior Co-Managers: | AmeriVet Securities, Inc. Banca Monte dei Paschi di Siena S.p.A. Banco de Sabadell, S.A. BNY Mellon Capital Markets, LLC Cabrera Capital Markets LLC CastleOak Securities, L.P. CAVU Securities LLC CIBC World Markets Corp. Citizens JMP Securities, LLC Commerz Markets LLC Commonwealth Bank of Australia Desjardins Securities Inc. Drexel Hamilton, LLC Erste Group Bank AG FHN Financial Securities Corp. Fifth Third Securities, Inc. Huntington Securities, Inc. KeyBanc Capital Markets Inc. M&T Securities, Inc. nabSecurities, LLC National Bank of Canada Financial Inc. Penserra Securities LLC Regions Securities LLC Siebert Williams Shank & Co., LLC Stern Brothers & Co. UBS Securities LLC United Overseas Bank Limited 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 (the “SEC”) 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’s website 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.