Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
16 Maio 2022 - 02:02PM
Edgar (US Regulatory)

Preliminary Terms This summary of terms is not complete and should
be read with the pricing supplement below Issuer: Citigroup Global
Markets Holdings Inc. Guarantor: Citigroup Inc. Underlyings:
S&P 500 ® Index (ticker: “SPX”) and Dow Jones Industrial
Average TM (ticker: “ INDU ”) Pricing date: May 18, 2022 Valuation
date: Unless earlier redeemed, May 20 , 2024 Maturity date: May 23,
2024 Coupon: 4.60% per annum, paid quarterly Coupon payment dates:
Quarterly Downside threshold value: For each underlying, 75% of its
initial underlying value Downside event: A downside event will
occur if the final underlying value of the worst performer on the
valuation date is less than its downside threshold value Buffer
percentage: 25% Automatic early redemption: If on any autocall date
the closing value of the worst performer is above its initial
underlying value, the securities will be automatically called for
an amount equal to the principal plus the related coupon Autocall
dates: Quarterly beginning after one year CUSIP / ISIN: 17330FLA7 /
US17330FLA74 Initial underlying value: For each underlying, its
closing value on the pricing date Final underlying value: For each
underlying, its closing value on the valuation date Underlying
return: For each underlying on any date, (i) its closing value on
that date minus its initial underlying value, divided by (ii) its
initial underlying value Worst performer: On any date, the
underlying with the lowest underlying return Payment at maturity:
If the securities are not automatically redeemed prior to maturity,
for each $1,000 stated principal amount security you hold at
maturity, you will receive the final coupon payment plus: • If a
downside event does not occur: $1,000 • If a downside event occurs:
$1,000 + [$1,000 × (the underlying return of the worst performer on
the valuation date + the buffer percentage)] If a downside event
occurs, which means that the worst performer on the valuation date
has depreciated from its initial underlying value by more than the
buffer percentage, you will lose 1% of the stated principal amount
of your securities at maturity for every 1% by which that
depreciation exceeds the buffer percentage. All payments on the
securities are subject to the credit risk of Citigroup Global
Markets Holdings Inc. and Citigroup Inc. Stated principal amount:
$1,000 per security Pricing Supplement: Preliminary Pricing
Supplement dated May 16 , 2022 Citigroup Global Markets Holdings
Inc. Guaranteed by Citigroup Inc. 2 Year Autocallable Buffered
Equity Linked Securities Linked to the Worst of SPX and INDU
Hypothetical Worst Underlying Return on Valuation Date Hypothetical
Payment at Maturity 100.00% $1,004.60 75.00% $1,004.60 50.00%
$1,004.60 25.00% $1,004.60 0.00% $1,004.60 - 25.00% $1,004.60 -
25.01% $1,004.60 - 40.00% $854.60 - 50.00% $754.60 - 75.00 %
$504.60 - 100.00% $254.60 Hypothetical Payment at Maturity per
Security Hypothetical Underlying Return of Worst Performer on
Autocall Date Hypothetical Payment on the Immediately Following
Coupon Payment Date Hypothetical Redemption 100.00% $1,011.50
Redeemed 50.00% $1,011.50 Redeemed 25.00% $1,011.50 Redeemed 0.00%
$1,011.50 Redeemed - 10.00% $11.50 Securities not redeemed - 20.00%
$11.50 Securities not redeemed - 25.00% $11.50 Securities not
redeemed - 75.00 % $11.50 Securities not redeemed - 100.00% $11.50
Securities not redeemed Assumes the securities have not been
automatically redeemed prior to maturity and includes the final
coupon payment Hypothetical Interim Payment per Security If the
closing value of the worst performer is greater than or equal to
its initial underlying value on any autocall date, then the
securities will be automatically redeemed prior to maturity.

Selected Risk Considerations • You may lose some or all of your
investment. Unlike conventional debt securities, the securities do
not provide for the repayment of the stated principal amount at
maturity in all circumstances. If the securities are not
automatically redeemed prior to maturity and a downside event
occurs, which means that the worst performer on the valuation date
has depreciated from its initial underlying value by more than the
buffer percentage, you will lose 1% of the stated principal amount
of your securities for every 1% by which that depreciation exceeds
the buffer percentage. • The initial underlying values, which have
been set on the strike date, may be higher than the closing values
of the underlyings on the pricing date. • The securities will be
adversely affected by volatility in the closing values of the
underlyings . • Higher coupon payment rates are associated with
greater risk. • The securities are subject to heightened risk
because they have multiple underlyings. The securities are more
risky than similar investments that may be available with only one
underlying. • The securities are subject to the risks of each of
the underlyings and will be negatively affected if any one
underlying performs poorly. • You will not benefit in any way from
the performance of any better performing underlying. The return on
the securities depends solely on the performance of the worst
performer, and you will not benefit in any way from the performance
of any better performing underlying. • You will be subject to risks
relating to the relationship between the underlyings . • The
securities may be automatically redeemed prior to maturity,
limiting your opportunity to receive coupon payments. • The
securities offer downside exposure to the worst performer, but no
upside exposure to any underlying. • The performance of the
securities will depend on the closing values of the underlyings
solely on the valuation date, which makes the securities
particularly sensitive to volatility in the closing values of the
underlyings on or near the valuation date. • The securities are
unsecured debt securities and are subject to the credit risk of
Citigroup Global Markets Holdings Inc. and Citigroup Inc. If
Citigroup Global Markets Holdings Inc. defaults on its obligations
under the securities and Citigroup Inc. defaults on its guarantee
obligations, you may not receive anything owed to you under the
securities. • 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 will be
less than the issue price. For more information about the estimated
value of the securities, see the accompanying preliminary pricing
supplement. • The value of the securities prior to maturity will
fluctuate based on many unpredictable factors. • The issuer and its
affiliates may have conflicts of interest with you. • The U.S.
federal tax consequences of an investment in the securities are
unclear. The above summary of selected risks does not describe all
of the risks associated with an investment in the securities. You
should read the accompanying preliminary pricing supplement and
product supplement for a more complete description of risks
relating to the securities. Additional Information 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. Filed pursuant to Rule 433 This offering summary does
not contain all of the material information an investor should
consider before investing in the securities. This offering summary
is not for distribution in isolation and must be read together with
the accompanying preliminary pricing supplement and the other
documents referred to therein, which can be accessed via the link
on the first page. Citigroup Global Markets Holdings Inc.
Guaranteed by Citigroup Inc.
Citigroup (NYSE:C)
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