Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
25 Março 2025 - 6:20PM
Edgar (US Regulatory)
| Citigroup Global Markets Holdings Inc. |
Free Writing Prospectus to Pricing Supplement No.
2025-USNCH26300
Registration Statement Nos. 333-270327 and 333-270327-01
Dated March 25, 2025; Filed pursuant to Rule 433 |
Dual Directional Trigger PLUS Based
on the EURO STOXX 50® Index Due July , 2026
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: |
$1,000 per security |
| Pricing date: |
March 31, 2025 |
| Issue date: |
April 3, 2025 |
| Valuation date: |
June 30, 2026, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur. |
| Maturity date: |
July 6, 2026 |
| Payment at maturity1: |
For each $1,000 stated principal amount security you hold at maturity:
§
If the final index level is greater than the initial
index level:
$1,000 + the leveraged return amount, subject to the maximum upside return
§
If the final index level is less than or equal to the
initial index level but greater than or equal to the trigger level:
$1,000 + ($1,000 × the absolute index return)
§
If the final index level is less than the trigger level:
$1,000 + ($1,000 × the index return)
If the final index level is less than the trigger level, your
payment at maturity will be less, and possibly significantly less, than $850.00 per security. You should not invest in the securities
unless you are willing and able to bear the risk of losing a significant portion and up to all 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 |
| Maximum upside return: |
$156.00 per security (15.60% of the stated principal amount). If the underlying index appreciates, the payment at maturity per security will not exceed $1,000 plus the maximum upside return. |
| Absolute index return: |
The absolute value of the index return |
| Leveraged return amount: |
$1,000 × the index return × the upside leverage factor |
| Upside leverage factor: |
200.00% |
| Hypothetical Payout at Maturity1 |
| Change in Underlying Index |
Return on Securities |
| +50.00% |
+15.60% |
| +40.00% |
+15.60% |
| +30.00% |
+15.60% |
| +20.00% |
+15.60% |
| +10.00% |
+15.60% |
| +7.80% |
+15.60% |
| +5.00% |
+10.00% |
| 0.00% |
0.00% |
| -5.00% |
+5.00% |
| -10.00% |
+10.00% |
| -15.00% |
+15.00% |
| -16.00% |
-16.00% |
| -20.00% |
-20.00% |
| -30.00% |
-30.00% |
| -40.00% |
-40.00% |
| -50.00% |
-50.00% |
| -60.00% |
-60.00% |
| -80.00% |
-80.00% |
| -100.00% |
-100.00% |
| 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 $921.50 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 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 some or all 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 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. |
| · | Governmental regulatory actions, such as sanctions,
could adversely affect your investment in the securities. |
| · | The underlying index is subject to risks associated
with foreign equity securities. |
| · | The underlying index performance will not be adjusted
for changes in the exchange rate between the euro and the U.S. dollar. |
| · | Citigroup Global Markets 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 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. |
| · | 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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