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Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing Autocallable Contingent Coupon Equity-Linked Securities linked to NVIDIA Corporation (NVDA) maturing 12 July 2028. The $1,000-denominated notes pay a 12.00% p.a. contingent coupon (3.00% quarterly) only when NVDA鈥檚 closing price on the relevant valuation date is at or above the coupon barrier of $94.944 (60% of the $158.24 initial value). Any missed coupons accrue and are paid only if a later observation meets the barrier.

Automatic early redemption can occur on any of the ten quarterly potential autocall dates starting 7 Jan 2026 if NVDA closes at or above the initial value, returning $1,000 plus the due coupon(s). This limits upside duration and reinvestment flexibility.

If the notes are not called, the principal outcome on maturity depends on NVDA鈥檚 final value:

• 鈮� $94.944 (鈮�60% of initial): full $1,000 principal is returned.
• < $94.944: investors receive $1,000 脳 (1 + return), incurring a 1-for-1 loss below the barrier, with maximum loss of the entire investment.

Issue size is $1.273 million; notes are unlisted and subject to Citigroup credit risk. Investors pay an issue price of $1,000 while the estimated value is $965.70, reflecting structuring and hedging costs. CGMI receives up to $25.50 (2.55%) underwriting fee per note.

Key risks highlighted include potential total loss of principal, missed coupons, early call truncation of yield, limited liquidity, model-based pricing gap, and complex U.S. tax treatment. The product suits investors seeking high income who can absorb NVDA volatility, accept credit exposure to Citigroup, and hold to maturity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1.533 million of Callable Contingent Coupon Equity-Linked Securities (Series N) due 10 June 2027. Each $1,000 note is linked to the worst performance among the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the VanEck Gold Miners ETF (GDX).

The securities pay a contingent coupon of 1.0833 % per month 鈮� 13 % p.a. on each scheduled payment date only if the worst-performing underlying closes at or above 70 % of its initial level (the 鈥渃oupon barrier鈥�) on the immediately preceding valuation date. Coupons are forgone for any month in which the barrier is breached. Citigroup may call the notes in whole (not in part) on 20 pre-defined dates starting 7 Oct 2025; holders then receive $1,000 plus any due coupon.

If the notes are not called, the principal repayment is conditional. At maturity investors receive:

• $1,000 + final coupon if the worst underlying is 鈮� 60 % of its initial level (the 鈥渇inal barrier鈥�).
• $1,000 + ($1,000 脳 underlying return) if the worst underlying is < 60 %, exposing the investor to a dollar-for-dollar loss below the barrier (maximum loss 100 %).

The issue price is $1,000 but the estimated value is $969.50, reflecting distribution and hedging costs. The notes are unsecured, unsubordinated obligations subject to the credit risk of both the issuer and guarantor and will not be listed on any exchange, limiting liquidity. CGMI intends (but is not obliged) to make a secondary market and will apply a temporary bid adjustment that amortises to zero over roughly three months.

Key documented risks include potential loss of the entire investment, missed coupons during market downturns, heightened correlation/volatility risk from multiple underlyings, early redemption at the issuer鈥檚 option, and the difference between issue price and estimated value. U.S. federal tax treatment is uncertain; Citigroup intends to treat the notes as prepaid forward contracts with ordinary-income coupons, but alternative outcomes are possible.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering Autocallable Phoenix Securities linked to the common stock of Bank of America Corporation (BAC). The unsecured senior notes have a scheduled 3-year term, but may be redeemed as early as the first quarterly interim valuation date (鈮�3 months after issuance) if BAC鈥檚 closing price is at or above the Initial Share Price.

Key economic terms

• Stated principal: $1,000 per security; aggregate size TBD.
• Contingent coupon: ≥2.50 % of face value per quarter (10 % annualized minimum) paid only when BAC鈥檚 price on the applicable valuation date is 鈮� the Coupon Barrier (80 % of the initial price). Missed coupons accrue and are paid in arrears if a later valuation meets the barrier.
• Automatic early redemption: Occurs on any interim date if BAC closes 鈮� the initial price. Holders then receive $1,000 plus the relevant coupon (including unpaid accrued coupons).
• Protection level: At maturity, if not previously redeemed, holders receive full principal only if BAC鈥檚 final price 鈮� the Final Barrier (80 % of initial). Below the barrier, repayment equals $1,000 + ($1,000 脳 Share Return), resulting in up to 100 % loss.
• Estimated value: At least $917.50 on pricing date, 鈮�8 % below the $1,000 issue price due to fees, hedging costs and internal funding spread.
• Underwriting/placement fee: $20 per security (2 %); waived for fiduciary accounts.
• Listing: None; secondary liquidity solely at dealer鈥檚 discretion.

Risk highlights

• No assured coupons; payments depend on BAC鈥檚 quarterly performance.
• Down-side exposure begins below 80 % of initial; investors forego all upside beyond coupons.
• Credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Estimated value < issue price; secondary market likely at a discount.
• Complex tax treatment; U.S. federal consequences are uncertain.

The product may suit investors seeking enhanced yield relative to plain-vanilla Citigroup debt and who have a moderately constructive view on BAC over the next three years, but are willing to accept equity-like downside, early-call reinvestment risk and limited liquidity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Trigger Autocallable Notes linked to the S&P 500 Index (SPX) with a scheduled 2-year term (trade date 10 Jul 2025, maturity 14 Jul 2027) unless called earlier. The notes are unsecured, unsubordinated debt obligations that do not pay periodic interest.

Return profile

• Automatic call: If on any quarterly valuation date (starting six months post-issuance) the SPX closing level is 鈮� the initial level, the notes are called and the investor receives the stated principal ($10) plus a call return.
• Call return rate: Fixed at 鈮� 9.00 % p.a.; therefore the call return per $10 note grows from $0.45 (4.50 %) after six months to $1.80 (18.00 %) at final valuation.
• Downside protection: If not called, principal is repaid at maturity only if the final SPX level is 鈮� 80 % of the initial level (the 鈥渄ownside threshold鈥�).
• Full downside exposure: If the final level is < 80 % of the initial level, repayment equals $10 脳 (1 + index return), resulting in a proportional loss of up to 100 % of principal.

Key economics & distribution

• Issue price: $10.00; underwriting discount: $0.15; proceeds to issuer: $9.85.
• Expected estimated value on trade date: 鈮� $9.706, below issue price due to selling and hedging costs.
• Minimum investment: 100 notes ($1,000).
• CUSIP/ISIN: 17332B884 / US17332B8845. Notes will not be listed on any exchange; secondary liquidity, if any, will be provided only by CGMI.

Principal risks highlighted

• No guaranteed principal; investors may lose all capital if SPX falls > 20 % from initial level.
• Limited upside: maximum total return capped at the call schedule; investors do not participate in index appreciation beyond call return.
• Credit risk of both the issuer and Citigroup Inc.
• Lack of interest payments, no dividend entitlement, and potentially illiquid secondary market.
• Tax treatment uncertain; counsel believes prepaid forward contract treatment is reasonable but not assured.
• Estimated value < issue price; immediate secondary market values likely below $10.

Indicative timeline: Settlement 14 Jul 2025; first call observation 12 Jan 2026; subsequent quarterly observations through 12 Jul 2027.

The product suits investors comfortable with equity-linked downside risk, limited upside, no income, and issuer/credit exposure, who are seeking potential enhanced returns if SPX remains flat or rises.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering unsecured Market-Linked Securities that mature on 19 Jan 2029 and are tied to the performance of the S&P 500 Futures Excess Return Index (ticker SPXFP). The $1,000-denominated notes pay no periodic interest; instead, investors receive at maturity:

• Principal protection: repayment of the full $1,000 stated amount if the index is flat or down.
• Contingent upside: if the final index level exceeds the initial level, holders earn the percentage increase multiplied by an upside participation rate of at least 103% (final rate set on the 16 Jul 2025 pricing date).

Key dates: pricing 16 Jul 2025; issuance 21 Jul 2025; valuation 16 Jan 2029; maturity 19 Jan 2029. The securities will not be listed, and Citigroup Global Markets Inc. (CGMI) intends, but is not obligated, to make a secondary market.

Economic positioning: The underlying index reflects E-mini S&P 500 futures and embeds an implicit financing cost, so it is expected to underperform the S&P 500 total-return index over time. Historical data (to 7 Jul 2025) show the index lagging the S&P 500 Price Return by 4-5 ppts annualised across 1-, 3- and 5-year periods.

Pricing economics: Citigroup estimates an initial fair value of 鈮�$920.50 per note (鈮�92.1% of the $1,000 issue price), reflecting selling concessions, hedging costs and the issuer鈥檚 internal funding rate. No underwriting discount is charged, but CGMI will pay selected dealers up to $5 per note as a structuring/marketing fee. CGMI and affiliates may realise hedging profits.

Primary risks highlighted:

• Credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• No interim income; investors forego dividends on the S&P 500 stocks.
• Liquidity: unlisted notes, potential absence of a secondary market, and possible sale below par before maturity.
• Value drag: financing cost inherent in SPXFP, estimated-value discount and bid-ask spread.
• Tax: treated as contingent payment debt instruments; U.S. holders must accrue comparable-yield interest; generally exempt from 搂871(m) withholding for non-U.S. investors unless delta-one at pricing.

Overall, these notes suit investors seeking principal protection with modest leveraged equity upside, who can hold until 2029 and who understand structured-product, credit and liquidity risks.

Citigroup Inc. (Ticker: C) has filed a preliminary 424(b)(2) pricing supplement for a new structured debt offering: Callable Range Accrual Notes Linked to the 10-Year Constant Maturity Treasury (CMT) Rate, due 23 Jan 2034. Each note has a $1,000 principal amount and is part of Citigroup鈥檚 Medium-Term Senior Notes, Series G program.

Coupon mechanics: Interest accrues only on days when the 10-year CMT rate is within a specified band (0.00% 鈥� 4.75%). For each such 鈥渁ccrual day,鈥� investors earn a contingent annual rate of at least 10.00% (final rate set on the 21 Jul 2025 pricing date). If the CMT rate falls outside the range on every day of an accrual period, the coupon for that month is 0%. Coupons are paid monthly on the 23rd and are calculated pro-rata to the actual number of accrual days.

Issuer call right: Beginning 23 Jul 2026, Citigroup may redeem the notes in whole on any interest payment date at 100% of principal plus accrued interest. This feature caps upside for holders if coupons trend high.

Credit & structure: The notes are unsecured senior obligations of Citigroup Inc. and are intended to qualify as TLAC eligible debt. Investors are exposed to Citigroup credit risk, potential subsidiary substitution, and a relatively long 8.5-year tenor. The preliminary estimated value is $950鈥�$1,000 per note, below the $1,000 issue price, reflecting selling concessions, hedging costs and the use of Citigroup鈥檚 internal funding rate.

Key risk disclosures include: possibility of low/no interest for extended periods; issuer call risk; absence of listing and likely limited secondary market; valuation dispersion versus issue price; sensitivity to CMT volatility; and standard tax, liquidity and credit considerations. The product is marketed only to sophisticated investors capable of evaluating these risks.

• Pricing Date: 21 Jul 2025
• Issue Date: 23 Jul 2025
• Maturity: 23 Jan 2034 (unless called earlier)
• Underwriter: Citigroup Global Markets Inc.; fee up to $25 per note
• Minimum notice for call: 5 business days
• Listing: None
• CUSIP/ISIN: 17290AMK3 / US17290AMK33

Overall, the filing represents a routine funding transaction that adds contingent-coupon, callable senior debt to Citigroup鈥檚 liability stack. While offering an attractive headline yield, the structure shifts significant rate-path and reinvestment risk to investors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE: C), is offering Callable Contingent Coupon Equity-Linked Securities tied to the common shares of Marvell Technology, Inc. (NASDAQ: MRVL). The unsecured senior notes (Series N) will be issued at $1,000 per security on 15 July 2025 and mature on 15 July 2027, unless redeemed earlier by the issuer.

Income potential: Investors are eligible for a 20.00% annualised contingent coupon (5.00% quarterly) payable only if the closing price of MRVL on each valuation date is at least the coupon barrier, set at 58% of the initial share price. Missed coupons are not recouped.

Principal repayment: At maturity, if not previously called and the final MRVL price is at or above the final barrier (also 58% of initial), holders receive the full $1,000 principal plus any due coupon. If the final price is below the barrier, investors receive either MRVL shares or cash worth only 58% (or less) of principal, exposing them to substantial downside and potential total loss.

Call feature: Citigroup may redeem the notes on any of six quarterly dates beginning 12 January 2026 at par plus the applicable coupon, capping upside.

Pricing economics: Issue price is $1,000; underwriting fee up to $18.50; net proceeds at least $981.50. The bank estimates the fair value on the pricing date will be 鈮� $917.50, reflecting embedded structuring and hedging costs. The securities will not be listed, and liquidity depends on Citigroup Global Markets Inc. making a market.

Key risks highlighted:

• No guaranteed coupons; payments are contingent on MRVL performance.
• Barrier risk: final value below 58% triggers share delivery/cash worth significantly less than principal, possibly zero.
• Issuer & guarantor credit risk: payments rely on Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity: no exchange listing and potential lack of secondary market.
• Valuation disparity: estimated value below issue price; any secondary market price likely below par.
• Tax uncertainty: treated as prepaid forward contracts with ordinary-income coupons; IRS could challenge.

The product targets investors seeking high conditional income and willing to accept equity-like downside, early redemption risk, credit exposure to Citigroup and limited liquidity.