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Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is marketing unsecured Medium-Term Senior Notes linked to Amazon.com, Inc. (AMZN). Each $1,000 security may pay a contingent coupon of at least 2.675% quarterly (鈮�10.70% p.a.) when AMZN鈥檚 closing price on a valuation date is 鈮�70% of the initial level. If on any of eleven scheduled valuation dates (starting 22 Sep 2025) AMZN closes at or above its initial level, the notes are automatically called for $1,000 plus the coupon, limiting upside.

If not called, the notes mature 23 Jun 2028. Principal is protected only if AMZN鈥檚 final price is 鈮�70% of the initial level. Otherwise, investors incur a 1-for-1 downside, potentially losing the entire principal and receiving no final coupon.

The preliminary estimated value is $910 per $1,000 issue price, reflecting dealer margin and hedge costs. The notes are unlisted, illiquid and subject to the senior unsecured credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors forego AMZN dividends and any price appreciation beyond coupons.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Medium-Term Senior Notes (Series N) in the form of Autocallable Contingent Coupon Equity Linked Securities linked to the common stock of Apple Inc. (AAPL). The preliminary pricing supplement (Form 424B2, dated June 18 2025) details a $1,000 stated principal amount per security that may mature on June 23 2028, unless automatically called earlier.

• Contingent coupon: At least 2.2875% of principal per quarter (鈮�9.15% annualized) is paid only if AAPL鈥檚 closing price on the relevant valuation date is 鈮� the 70% coupon-barrier.
• Automatic early redemption: On any of 11 scheduled valuation dates (beginning Sept 22 2025) the notes are automatically called at par plus the coupon if AAPL鈥檚 closing price is 鈮� its initial value.
• Principal risk: If not called and AAPL closes below the 70% final-barrier on the final valuation date (June 20 2028), repayment equals $1,000 脳 (1 + underlying return), exposing investors to full downside beyond the 30% buffer and possible total loss.
• Credit risk: All payments depend on the senior unsecured obligations of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the securities are not FDIC-insured and will not be listed on any exchange.
• Pricing economics: Issue price: $1,000; underwriting fee: up to $20 (2%); net proceeds: 鈮�$980. Citigroup estimates the fair value on the pricing date at 鈮�$915, reflecting internal funding rates and hedging costs.
• CUSIP/ISIN: 17333LAA3 / US17333LAA35. Settlement: pricing date June 20 2025; issue date June 25 2025.

Investors seeking enhanced yield must accept contingent income uncertainty, market-linked principal risk, early-call reinvestment risk, and issuer credit exposure. The document is preliminary; final terms (exact coupon rate and barrier levels) will be fixed on the pricing date.

Citigroup Inc. ("C") filed a Form S-8 with the SEC on 18 June 2025 to register 30,000,000 additional shares of common stock for issuance under the Citigroup 2019 Stock Incentive Plan. Shareholders approved the plan amendment on 29 April 2025. This latest registration supplements six prior S-8 filings made between 2019 and 2024, bringing the cumulative total registered under the plan to 189,000,000 shares. The filing does not present financial results; it strictly covers the legal issuance of equity for employee and director compensation. Required exhibits include the amended plan, legal opinion, consents, and a calculation of the filing fee. The statement is signed by CFO Mark A. L. Mason and other key officers and directors.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., plans to issue Contingent Income Callable Securities due July 1, 2027 linked to the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX) indices. Each security has a $1,000 principal amount and will price on June 27, 2025 with settlement on July 2, 2025.

Coupon mechanics: Investors are eligible for a quarterly contingent coupon of 2.1625 % (8.65 % p.a.) only if, on every trading day in the relevant observation period, all three indices remain at or above 65 % of their initial levels. A single breach by any index cancels the coupon for that quarter.

Issuer call feature: Citigroup may redeem the notes in whole on any of the eight scheduled observation-end dates. Early redemption pays $1,000 plus the due coupon, after which no further payments are made.

Principal repayment:

• If the worst-performing index is 鈮�65 % of its initial level on the final valuation date, investors receive par ($1,000).
• If it is <65 %, repayment equals $1,000 脳 (1 + index return), exposing holders to full downside beyond the 35 % buffer. Illustrative table shows recovery falling to $640 at 鈥�36 % and zero at 鈥�100 %.

Estimated value & liquidity: The preliminary estimated value is $919.50, below the $1,000 issue price, reflecting dealer margins and funding costs. The securities will not be listed; secondary pricing will be at issuer discretion and may include an initial temporary premium.

Key risks highlighted include potential total loss of principal, contingent and cancellable coupons, exposure to the worst-performing index, issuer credit risk, early redemption at issuer option, and lack of market liquidity.

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., filed Amended and Restated Pricing Supplement No. 2025-USWR0006 on 28 May 2025 under Rule 424(b)(3) for its Medium-Term Senior Notes, Series N.

The filing covers bearish European put warrants linked to the S&P 500 Index that automatically exercise on 10 Oct 2025 (settlement 17 Oct 2025). Each warrant carries a $1,000 notional amount; total aggregate notional is $40.27 million. Investors pay a 2.728% premium ($27.28) per warrant, while the estimated value is $22.80, indicating an initial value gap of roughly 16%. The underwriting fee is 0.218% ($2.18), leaving 2.510% proceeds ($25.10) per warrant for the issuer. CGMI acts as underwriter; Insperex LLC serves as qualified independent underwriter.

Key payoff mechanics: if the final underlying value is below the upper strike (95% of the look-back high), holders receive cash determined by preset long/short strike differential formulas, capped once the index falls to or below the lower strike value of 4,430.6625 (75% of the initial level 5,907.55). Should the S&P 500 close at or above the upper strike, the warrants expire worthless and investors lose their entire premium. The breakeven level is 92.272% of the look-back value.

The warrants are unsecured obligations of Citigroup Global Markets Holdings Inc. and fully guaranteed by Citigroup Inc. They are not exchange-listed and may have little or no secondary-market liquidity. The product is intended only for investors with options-approved accounts who can tolerate the risk of a total loss. All payments are subject to the credit risk of both the issuer and guarantor.

Citigroup Global Markets Holdings Inc. is offering unsecured, senior Autocallable Contingent Coupon Equity-Linked Securities linked to Monolithic Power Systems, Inc. (MPWR) common stock and fully guaranteed by Citigroup Inc. The $1,000-denominated notes mature on 24-Jun-2027 unless automatically called earlier.

Income mechanics: Investors may earn a quarterly contingent coupon of 鈮�3.55 % of principal (鈮�14.20 % p.a.) whenever MPWR鈥檚 closing price on the relevant valuation date is at least 50 % of its initial level (the 鈥渃oupon barrier鈥�). Missed coupons accrue and may be clawed back only if a later valuation date is again 鈮� the barrier; otherwise they are permanently lost.

Autocall feature: On six scheduled valuation dates beginning 22-Dec-2025, the note is automatically redeemed at $1,000 plus the current coupon if MPWR closes at or above its initial level. Early redemption truncates future coupon potential.

Principal repayment: 鈥� If the final MPWR value on 21-Jun-2027 is 鈮�50 % of its initial level, holders receive full principal.
鈥� If it is <50 %, investors receive MPWR shares (or cash equivalent) based on a fixed equity ratio, exposing them to a loss of up to 100 % of principal and forfeiture of any unpaid coupons.

Additional considerations:

• The notes will not be listed on any exchange; liquidity depends on dealer willingness.
• The estimated value on pricing date is expected to be 鈮�$924.50, below the $1,000 issue price, reflecting selling concession and hedging costs.
• All payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the securities are not FDIC-insured.

This 424B2 filing is a routine structured-product registration and does not affect Citigroup鈥檚 core operating results.