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Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $1.556 million aggregate principal amount of Autocallable Phoenix Securities linked to Broadcom Inc. (AVGO) that mature on 6-Jul-2029 unless called earlier. Each $1,000 note:

• Offers a 3.60% contingent coupon per observation date (鈮� 14.4% annualised) if AVGO鈥檚 closing price on the relevant interim or final valuation date is 鈮� the coupon barrier of $215.92 (80% of the initial $269.90 price).
• Includes an automatic early redemption feature: if AVGO closes 鈮� the initial price on any of the 15 quarterly interim dates (starting 2-Oct-2025), investors receive $1,000 plus the coupon (and any unpaid coupons) and the note terminates.
• Provides a 20% downside buffer at maturity only. If the notes are not called and the final price 鈮� $215.92, holders receive par plus any due coupon. If the final price is below the barrier, repayment equals $1,000 + [$1,000 脳 1.25 脳 (share return + 20%)], exposing investors to amplified losses; a 40% decline in AVGO would generate a 25% principal loss, while a 100% decline leads to total loss.
• Do not participate in any share appreciation or dividends.

Key structural terms: CUSIP 17333LHC2; issue price $1,000 (or $975 in fiduciary accounts); underwriting/placement fee $25 (waived for fiduciary sales); estimated value on pricing date $962.30, reflecting dealer costs and internal funding curve. The notes will not be listed; liquidity depends on Citigroup Global Markets Inc. (CGMI) making a secondary market, which it may discontinue at any time.

Risk highlights: Investors face (1) credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; (2) market risk tied to AVGO鈥檚 price on only 16 discrete dates, heightening sensitivity to volatility; (3) possibility of receiving no coupons if AVGO stays below the barrier; (4) principal loss beyond 20% downside, magnified by the 1.25 buffer rate; (5) valuation and liquidity discount鈥攅stimated value is 3.8% below issue price and any bid will include further markdowns; (6) tax uncertainty鈥攖reated as prepaid forward contracts with contingent income, but IRS could disagree, and withholding may apply to non-U.S. holders.

The product suits investors seeking high contingent income and willing to accept early call risk, equity downside exposure, illiquidity and complex tax treatment. Its small size makes it immaterial to Citigroup鈥檚 capital structure but relevant to structured-product investors evaluating risk-adjusted yield versus direct AVGO exposure or conventional debt.