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Citigroup Global Markets Holdings Inc. is offering Autocallable Contingent Coupon Equity-Linked Securities tied to NVIDIA Corporation (NVDA) with a scheduled maturity of 6 July 2028. The notes are senior unsecured obligations of the issuer and are fully and unconditionally guaranteed by Citigroup Inc. They combine a high potential income stream with material downside and liquidity risks.

• Coupon mechanics: Investors receive a contingent coupon of 3.3125 % per quarter (13.25 % p.a.) only if NVDA鈥檚 closing price on the relevant valuation date is at or above the coupon barrier (60 % of the initial level, $94.794). No coupon is paid for that period if the barrier is breached.
• Autocall feature: Beginning 30 Sep 2025 and on each subsequent quarterly valuation date up to 30 Mar 2028, the notes will be automatically redeemed at par plus the coupon if NVDA鈥檚 closing price is at or above the initial underlying value ($157.99). Early redemption truncates potential future coupons.
• Principal repayment: 鈥� If the notes are not called and the final underlying value (30 Jun 2028) is 鈮� the final barrier (60 % of initial), principal is repaid in full.
  鈥� If the final value is < the barrier, holders incur a 1-for-1 downside exposure and may lose up to 100 % of principal.
• Issue economics: 鈥� Issue price: $1,000 per note.
  鈥� Estimated value: $965.30, indicating embedded costs of roughly 3.5 %.
  鈥� Underwriting fee: up to $20 (2 %) per note; proceeds to issuer $980.
  鈥� Notes will not be listed; secondary liquidity depends solely on CGMI.
• Key dates: Pricing 30 Jun 2025; issue 3 Jul 2025; quarterly valuation/ payment schedule; maturity 6 Jul 2028.
• Credit exposure: Payments depend on the creditworthiness of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Tax & withholding: Intended treatment as prepaid forward contract with ordinary income coupon; non-U.S. holders subject to 30 % withholding; Section 871(m) deemed not applicable.

Investment profile: The product targets yield-seeking investors willing to assume single-stock downside risk and early-call uncertainty. Prospective buyers should be comfortable with:

• High volatility of NVDA shares and the possibility of missing multiple coupons.
• Lack of upside participation beyond the fixed coupons.
• Potential loss of principal if NVDA declines 鈮�40 % from initial level at final valuation.
• Limited or no secondary market and valuations below issue price in early life.

Compared with conventional Citi senior debt of similar tenor, buyers exchange unconditional coupons and principal protection for a higher conditional yield linked to NVDA performance.