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Citigroup Global Markets Holdings Inc. Fully and Unconditionally Guaranteed by Citigroup Inc.
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Term Sheet No. 2025-USNCH27955 Dated August
14, 2025 relating to dated August 14, 2025 Registration Statement Nos. 333-270327 and 333-270327-01 Filed Pursuant to Rule 433 |
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Market Linked Securities—Auto-Callable with Upside Participation to a Cap, Contingent Absolute Return and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Dow Jones Industrial Average™ due August 30, 2028 Term Sheet to Preliminary Pricing Supplement No. 2025-USNCH27955 dated August 14, 2025 |
Summary of Terms
| Issuer and Guarantor: | Citigroup Global Markets Holdings Inc. (issuer) and Citigroup Inc. (guarantor) |
| Underlyings: | S&P 500® Index and Dow Jones Industrial Average™ (each an “underlying” and collectively the “underlyings”) |
| Pricing Date*: | August 25, 2025 |
| Issue Date*: | August 28, 2025 |
| Stated Principal Amount: | $1,000 per security |
| Automatic Call: | If the closing value of the lowest performing underlying on the call date is greater than or equal to its starting value, the securities will be automatically called for redemption on the call settlement date for an amount in cash per security equal to $1,000 plus the call premium. |
| Call Premium: | At least 8.10% of the stated principal amount (to be determined on the pricing date) |
| Maturity Payment Amount (per security): |
If the securities are not automatically called for redemption prior to maturity, you will receive a maturity payment amount for each $1,000 stated principal amount security you hold at maturity: · if the ending value of the lowest performing underlying on the final calculation day is greater than its starting value: $1,000 plus the lesser of: (i) $1,000 × underlying return of the lowest performing underlying on the final calculation day × participation rate; and (ii) the maximum upside return; · if the ending value of the lowest performing underlying on the final calculation day is less than or equal to its starting value, but greater than or equal to its threshold value: $1,000 + ($1,000 × absolute value of the underlying return of the lowest performing underlying on the final calculation day); or · if the ending value of the lowest performing underlying on the final calculation day is less than its threshold value: $1,000 + [$1,000 × (underlying return of the lowest performing underlying on the final calculation day + buffer amount)] |
| Participation Rate: | 100% |
| Maximum Upside Return: | 24.00% of the stated principal amount ($240 per security) |
| Call Date*: | August 28, 2026 |
| Call Settlement Date: | The third business day after the call date. |
| Final Calculation Day*: | August 25, 2028 |
| Maturity Date*: | August 30, 2028 |
| Lowest Performing Underlying: | For any calculation day, the underlying with the lowest underlying return determined as of that calculation day |
| Underlying Return: |
For each underlying on any calculation day: (its closing value on that calculation day – its starting value) / its starting value If the underlying return of an underlying is equal to -5%, the absolute value of the underlying return for that underlying would be +5%. |
| Starting Value: | For each underlying, its closing value on the pricing date |
| Threshold Value: | For each underlying, 85% of its starting value |
| Buffer Amount: | 15% |
| Ending Value: | For each underlying, its closing value on the final calculation day |
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* subject to change ** In addition, CGMI may pay a fee of up to 0.30% to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. | |
Summary of Terms (continued)
| Calculation Agent: | Citigroup Global Markets Inc. (“CGMI”), an affiliate of Citigroup Global Markets Holdings Inc. |
| Denominations: | $1,000 and any integral multiple of $1,000 |
| Agent Discount**: | Up to 2.575%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of 2.00% and WFA may receive a distribution expense fee of 0.075%. |
| CUSIP / ISIN: | 17333MCJ0 / US17333MCJ09 |
| United States Federal Tax Considerations: | See the preliminary pricing supplement. |
| Hypothetical Payout Profile*** |
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| ***assumes a call premium equal to the lowest possible call premium that may be determined on the pricing date |
| If the securities are automatically called for redemption, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of any underlying beyond the call premium, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of the underlyings at the participation rate. |
| If the securities are not automatically called for redemption prior to maturity and the ending value of the lowest performing underlying on the final calculation day is less than its threshold value, you will have 1-to-1 downside exposure to the decrease in the value of the lowest performing underlying on the final calculation day in excess of the buffer amount and will lose some, and possibly up to 85%, of the stated principal amount of your securities at maturity. |
| On the date of the related preliminary pricing supplement, Citigroup Global Markets Holdings Inc. expects that the estimated value of the securities on the pricing date will be at least $912.50 per security, which will be less than the public offering price. The estimated value of the securities is based on CGMI’s 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. |
| Preliminary Pricing Supplement: |
| https://www.sec.gov/Archives/edgar/data/200245/000095010325010330/ dp232979_424b2-us2596332d.htm |
| The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” in this term sheet and the accompanying preliminary pricing supplement and “Risk Factors” in the accompanying product supplement. |
| This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision. |
| Investors should carefully review the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus before making a decision to invest in the securities. |
| NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY |
Summary Risk Factors
The risks set forth below are discussed in detail in the “Summary Risk Factors” section in the accompanying preliminary pricing supplement and the “Risk Factors” section in the accompanying product supplement. Please review those risk disclosures carefully.
| · | You May Lose A Significant Portion Of Your Investment. |
| · | The Securities Do Not Pay Interest. |
| · | If The Securities Are Automatically Called For Redemption Prior To Maturity, Your Potential Return On The Securities Is Limited. |
| · | The Securities May Be Automatically Called For Redemption Prior To Maturity, Limiting The Term Of The Securities. |
| · | Your Potential Return On The Securities From Appreciation Of The Lowest Performing Underlying On The Final Calculation Day Is Limited. |
| · | Your Potential Return On The Securities From Depreciation Of The Lowest Performing Underlying On The Final Calculation Day Is Limited. |
| · | The Securities Are Subject To Heightened Risk Because They Have Multiple Underlyings. |
| · | The Securities Are Subject To The Risks Of Each Of The Underlyings And Will Be Negatively Affected If Any One Underlying Performs Poorly, Regardless Of The Performance Of Any Other Underlying. |
| · | You Will Not Benefit In Any Way From The Performance Of Any Better Performing Underlying. |
| · | You Will Be Subject To Risks Relating To The Relationship Between The Underlyings. |
| · | You Will Not Receive Dividends Or Have Any Other Rights With Respect To The Securities Included In Any Underlying. |
| · | The Performance Of The Securities Will Depend On The Closing Values Of The Underlyings Solely On The Calculation Days, Which Makes The Securities Particularly Sensitive To Volatility In The Closing Values Of The Underlyings On Or Near The Calculation Days. |
| · | 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 Our Internal Funding Rate, Is Less Than The Public Offering Price. |
| · | The Estimated Value Of The Securities Was Determined For Us By Our Affiliate Using Proprietary Pricing Models. |
| · | The Estimated Value Of The Securities Would Be Lower If It Were Calculated Based On Wells Fargo’s Determination Of The Secondary Market Rate With Respect To Us. |
| · | The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Any 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. |
| · | We Have Been Advised That, Immediately Following Issuance, Any Secondary Market Bid Price Provided By Wells Fargo, And The Value That Will Be Indicated On Any Brokerage Account Statements Prepared By Wells Fargo Or Its Affiliates, Will Reflect A Temporary Upward Adjustment. |
| · | Our Offering Of The Securities Is Not A Recommendation Of Any Underlying. |
| · | The Closing Value Of An Underlying May Be Adversely Affected By Our Or Our Affiliates’, Or By Wells Fargo And Its Affiliates’, Hedging And Other Trading Activities. |
| · | We And Our Affiliates And Wells Fargo And Its Affiliates May Have Economic Interests That Are Adverse To Yours As A Result Of Our And Their Respective Business Activities. |
| · | The Calculation Agent, Which Is An Affiliate Of Ours, Will Make Important Determinations With Respect To The Securities. |
| · | Changes That Affect The Underlyings May Affect The Value Of Your Securities. |
| · | The Call Settlement Date And The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed. |
| · | The U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear. |
| Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed a registration statement (including a related preliminary pricing supplement, an accompanying product supplement, underlying supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. You should read the related preliminary pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus in that registration statement (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 get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, you can request the related preliminary pricing supplement, accompanying product supplement, underlying supplement, prospectus supplement and prospectus by calling toll-free 1-800-831-9146. |
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.