Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
06 March 2025 - 8:46AM
Edgar (US Regulatory)
|
Citigroup Global Markets Holdings Inc.
|
Free Writing Prospectus to Pricing Supplement
No. 2025-USNCH26119
Registration Statement Nos. 333-270327 and 333-270327-01
Dated March 5, 2025; Filed pursuant to Rule
433 |
Contingent Income Callable Securities
Due March , 2030 Based on the Worst Performing of the MSCI EAFE® Index , the Russell 2000® Index and the
S&P 500 Index®
Principal at Risk Securities
This document provides a summary of the terms of the securities.
Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, underlying supplement,
prospectus supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
| Summary Terms |
| Issuer: |
Citigroup Global Markets Holdings Inc. |
| Guarantor: |
Citigroup Inc. |
| Underlying indices: |
MSCI EAFE® Index (ticker symbol: “MXEA”), Russell 2000® Index (ticker symbol: “RTY”) and S&P 500® Index (ticker symbol: “SPX”) |
| Stated principal amount: |
$1,000 per security |
| Pricing date: |
March 12, 2025 |
| Issue date: |
March 17, 2025 |
| Valuation dates: |
Expected to be June 12, 2025, September 12, 2025, December 12, 2025, March 12, 2026, June 12, 2026, September 14, 2026, December 14, 2026, March 12, 2027, June 14, 2027, September 13, 2027, December 13, 2027, March 13, 2028, June 12, 2028, September 12, 2028, December 12, 2028, March 12, 2029, June 12, 2029, September 12, 2029, December 12, 2029 and March 12, 2030 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day for any underlying index or if certain market disruption events occur with respect to any underlying index. |
| Maturity date: |
Unless earlier redeemed, March 15, 2030 |
| Contingent coupon payment dates: |
For each valuation date, the third business day after such valuation date, except that the contingent coupon payment date for the final valuation date will be the maturity date |
| Contingent coupon: |
On each quarterly contingent coupon payment date, unless previously redeemed by us, the securities will pay a contingent coupon equal to 2.0125% of the stated principal amount of the securities (8.05% per annum) if and only if the closing level of the worst performing underlying index on the related valuation date is greater than or equal to its coupon barrier level. If the closing level of the worst performing underlying index on any quarterly valuation date is less than its coupon barrier level, you will not receive any contingent coupon payment on the related contingent coupon payment date. |
| Payment at maturity1: |
Unless earlier redeemed by us, for each $1,000 stated principal amount
security you hold at maturity, you will receive cash in an amount determined as follows (in addition to the final contingent coupon payment,
if any):
· If
the final index level of the worst performing underlying index on the final valuation date is greater than or equal to its downside
threshold level:
$1,000
· If
the final index level of the worst performing underlying index on the final valuation date is less than its downside threshold
level:
$1,000 + ($1,000 x the index return of the worst performing underlying index on the final valuation date)
If the final index level of the worst performing underlying
index on the final valuation date is less than its downside threshold level, you will receive less, and possibly significantly less,
than 60.00% of the stated principal amount of your securities at maturity. |
| Initial index level: |
For each underlying index, its closing level on the pricing date |
| Final index level: |
For each underlying index, its closing level on the final valuation date |
| Coupon barrier level: |
For each underlying index, 70% of its initial index level |
| Downside threshold level: |
For each underlying index, 60% of its initial index level |
| Worst performing underlying index: |
For any valuation date, the underlying index with the lowest index return on that valuation date |
| Redemption: |
We may call the securities, in whole and not in part, for mandatory redemption on any potential redemption date upon not less than three business days’ notice. Following an exercise of our call right, you will receive for each security you then hold an amount in cash equal to the early redemption payment. If the securities are redeemed, no further payments will be made. |
| Potential redemption dates: |
The contingent coupon payment dates related to the valuation dates beginning in June 2025 and ending in December 2029 |
| Early redemption payment: |
The stated principal amount of $1,000 per security plus the related contingent coupon payment, if any |
| Index return: |
For each underlying index on any valuation date, (i) its closing level on that valuation date minus its initial index level, divided by (ii) its initial index level |
| CUSIP/ISIN: |
17333H2G8 / US17333H2G85 |
| Preliminary pricing supplement: |
https://www.sec.gov/Archives/edgar/data/200245/000095010325003011/dp225920_424b2-us2550582d.htm |
|
Hypothetical Payout at Maturity1
(if the securities have not
previously been redeemed) |
| Index Return of Worst Performing Underlying Index on the Final Valuation Date |
Payment at Maturity (excluding any coupon payable at maturity) |
| +40% |
$1,000.00 |
| +30% |
$1,000.00 |
| +20% |
$1,000.00 |
| +10% |
$1,000.00 |
| 0% |
$1,000.00 |
| -10% |
$1,000.00 |
| -20% |
$1,000.00 |
| -30% |
$1,000.00 |
| -40% |
$1,000.00 |
| -41% |
$590.00 |
| -50% |
$500.00 |
| -60% |
$400.00 |
| -70% |
$300.00 |
| -80% |
$200.00 |
| -90% |
$100.00 |
| -100% |
$0 |
|
1All payments are subject to our credit risk
On the date of the accompanying preliminary pricing supplement,
Citigroup Global Markets Holdings Inc. expects that the estimated value of the securities on the pricing date will be at least $917.00
per security, which will be less than the public offering price. The estimated value of the securities is based on Citigroup Global Markets
Inc.’s (“CGMI”) 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. |
Citigroup Global Markets Holdings Inc. and
Citigroup Inc. have filed registration statements (including the accompanying preliminary pricing supplement, product supplement, underlying
supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to
which this communication relates. Before you invest, you should read the accompanying preliminary pricing supplement, product supplement,
underlying supplement, prospectus supplement and prospectus in those registration statements (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 obtain these documents without cost by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, you can request these documents by calling toll-free 1-800-831-9146.
Underlying Indices
For more information about the underlying indices, including historical
performance information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks set forth below are discussed in more detail in the “Summary
Risk Factors” section in the accompanying preliminary pricing supplement. Please review those risk factors carefully prior to making
an investment decision.
| · | You may lose a significant portion or all of your
investment. |
| · | You will not receive any contingent coupon payment
for any quarter in which the closing level of the worst performing underlying index on the related valuation date is less than its coupon
barrier level. |
| · | The securities are subject to the risks of all of
the underlying indices and will be negatively affected if any one of the underlying indices performs poorly, even if the others perform
well. |
| · | You will not benefit in any way from the performance
of the better performing underlying indices. |
| · | You will be subject to risks relating to the relationship
among the underlying indices. |
| · | Higher contingent coupon rates are associated with
greater risk. |
| · | You may not be adequately compensated for assuming
the downside risk of the worst performing underlying index on the final valuation date. |
| · | We may redeem the securities at our option, which
will limit your ability to receive the contingent coupon payments. |
| · | The securities offer downside exposure to the worst
performing underlying index on the final valuation date, but no upside exposure to the underlying indices. |
| · | The performance of the securities will depend on
the closing levels of the underlying indices solely on the relevant valuation dates, which makes the securities particularly sensitive
to the volatility of the underlying indices. |
| · | The securities are subject to the credit risk of
Citigroup Global Market 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 Citigroup Global Markets Holdings Inc.’s internal funding rate, will
be less than the issue price. |
| · | The estimated value of the securities was determined
for Citigroup Global Markets Holdings Inc. by its affiliate using proprietary pricing models. |
| · | The estimated value of the securities would be lower
if it were calculated based on Citigroup Global Markets Holdings Inc.’s secondary market rate. |
| · | The estimated value of the securities is not an indication
of the price, if any, at which CGMI or any other 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. |
| · | Immediately following issuance, any secondary market
bid price provided by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates,
will reflect a temporary upward adjustment. |
| · | The MSCI EAFE® Index is subject to
risks associated with non-U.S. markets. |
| · | Fluctuations in exchange rates will affect the closing
value of the MSCI EAFE® Index. |
| · | The Russell 2000® Index is subject
to risks associated with small capitalization stocks. |
| · | Changes that affect the underlying indices may affect
the value of your securities. |
| · | Citigroup Global Markets Holdings Inc.’s offering
of the securities does not constitute a recommendation of any underlying index. |
| · | Governmental regulatory actions, such as sanctions,
could adversely affect your investment in the securities. |
| · | The level of an underlying index may be adversely
affected by Citigroup Global Markets Holdings Inc.’s or its affiliates’ hedging and other trading activities. |
| · | Citigroup Global Markets Holdings Inc. and its affiliates
may have economic interests that are adverse to yours as a result of the business activities of Citigroup Global Markets Holdings Inc.’s
affiliates. |
| · | The calculation agent, which is an affiliate of Citigroup
Global Markets Holdings Inc., will make important determinations with respect to the securities. |
| · | The U.S. federal tax consequences of an investment
in the securities are unclear. |
Tax Considerations
You should review carefully the discussion in the accompanying preliminary
pricing supplement under the heading “United States Federal Tax Considerations” concerning the U.S. federal tax consequences
of an investment in the securities, and you should consult your tax adviser.
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