Form FWP CITIGROUP INC Filed by: CITIGROUP INC
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| Citigroup Global Markets Holdings Inc.
|
Free
Writing Prospectus to Pricing Supplement No. 2022-USNCH12426
Registration Statement
Nos. 333-255302; 333-255302-03
Dated May 26, 2022;
Filed pursuant to Rule 433
|
Buffered PLUS Based on the EURO STOXX
50® Index Due January , 2025
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 index: |
The EURO STOXX 50® Index (ticker symbol: “SX5E”) |
| Stated principal amount: |
$10 per security |
| Pricing date: |
June 15, 2022 |
| Issue date: |
June 21, 2022 |
| Valuation date: |
December 30, 2024, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur |
| Maturity date: |
January 6, 2025 |
| Payment at maturity1: |
For each $10.00 stated principal amount security you hold at maturity:
▪ If the final index level is greater than the initial index level:
$10.00 + ($10.00 × the leverage factor × the index return), subject to the maximum return at maturity
▪ If the final index level is equal to the initial index level or less than the initial index level by an amount less
than or equal to the buffer amount:
$10.00
▪ If the final index level is less than the initial index level by an amount greater than the buffer amount:
$10.00 + [$10.00 × (the index return + the buffer amount)]
If the final index level is less than the initial index level
by more than the buffer amount, your payment at maturity will be less, and possibly significantly less, than the $10.00 stated principal
amount per security. You should not invest in the securities unless you are willing and able to bear the risk of losing a significant
portion of your investment. |
| Initial index level: |
The closing level of the underlying index on the pricing date |
| Final index level: |
The closing level of the underlying index on the valuation date |
| Index return: |
(i) The final index level minus the initial index level, divided by (ii) the initial index level |
| Hypothetical Payout at Maturity1 |
| Change in Underlying |
Return on Securities |
| +50.00% |
37.50% |
| +40.00% |
37.50% |
| +30.00% |
37.50% |
| +20.00% |
37.50% |
| +18.75% |
37.50% |
| +10.00% |
20.00% |
| +5.00% |
10.00% |
| 0.00% |
0.00% |
| -10.00% |
0.00% |
| -15.00% |
0.00% |
| -20.00% |
-5.00% |
| -30.00% |
-15.00% |
| -40.00% |
-25.00% |
| -50.00% |
-35.00% |
| -60.00% |
-45.00% |
| -80.00% |
-65.00% |
| -100.00% |
-85.00% |
| 1All
payments are subject to our credit risk |
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. 333-255302 and 333-255302-03)
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 Index
For more information about the underlying index, 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 up to 85.00% of your investment. |
| · | The securities do not pay interest. |
| · | Your potential return on the securities is limited. |
| · | Investing in the securities is not equivalent to
investing in the underlying index or the stocks that constitute the underlying index. |
| · | Your payment at maturity depends on the closing level
of the underlying index on a single day. |
| · | The securities are subject to the credit risk of
Citigroup Global Markets 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 Market 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 Market 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 Citigroup Global Market
Inc. or its affiliates, will reflect a temporary upward adjustment. |
| · | The underlying index is subject to risks associated
with non-U.S. markets. |
| · | The underlying index performance will not be adjusted
for changes in the exchange rate between the euro and the U.S. dollar. |
| · | Governmental regulatory actions, such as sanctions,
could adversely affect your investment in the securities. |
| · | Citigroup Global Market Holdings Inc.’s offering
of the securities does not constitute a recommendation of the underlying index. |
| · | The level of the underlying index may be adversely
affected by Citigroup Global Market Holdings Inc.’s or its affiliates’ hedging and other trading activities. |
| · | Citigroup Global Market Holdings Inc. and its affiliates
may have economic interests that are adverse to yours as a result of the business activities of Citigroup Global Market Holdings Inc.’s
affiliates. |
| · | The calculation agent, which is an affiliate of Citigroup
Global Market Holdings Inc., will make important determinations with respect to the securities. |
| · | Adjustments to the underlying index may affect the
value of your 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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