C Citigroup Inc

Citigroup Global Markets Holdings Inc.

Free Writing Prospectus to Pricing Supplement No. 2024-USNCH22621 Registration Statement Nos. 333-270327; 333-270327-01 Dated July 12, 2024; Filed pursuant to Rule 433

Contingent Income Callable Securities Due July   , 2026 Based on the Performance of the Russell 2000^® 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.

 

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 $926.50 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.

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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 underlying index is less than the coupon barrier level on the related valuation date.

 

·

Higher contingent coupon rates are associated with greater risk.

 

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You may not be adequately compensated for assuming the downside risk of the underlying index.

 

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We may redeem the securities at our option, which will limit your ability to receive the contingent coupon payments.

 

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The securities offer downside exposure to the underlying index, but no upside exposure to the underlying index.

 

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The performance of the securities will depend on the closing level of the underlying index solely on the relevant valuation dates, which makes the securities particularly sensitive to the volatility of the underlying index.

 

·

The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

 

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The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.

 

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The estimated value of the securities on the pricing date, based on Citigroup Global Markets Inc.’s proprietary pricing models and Citigroup Global Markets Holdings Inc.’s internal funding rate, will be less than the issue price.

 

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The estimated value of the securities would be lower if it were calculated based on Citigroup Global Markets Holdings Inc.’s secondary market rate.

 

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The estimated value of the securities is not an indication of the price, if any, at which Citigroup Global Markets Inc. or any other person may be willing to buy the securities from you in the secondary market.

 

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The value of the securities prior to maturity will fluctuate based on many unpredictable factors.

 

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Immediately following issuance, any secondary market bid price provided by Citigroup Global Markets Inc., and the value that will be indicated on any brokerage account statements prepared by Citigroup Global Markets Inc. or its affiliates, will reflect a temporary upward adjustment.

 

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The securities are linked to the Russell 2000® Index and will be subject to risks associated with small capitalization stocks.

 

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Changes that affect the underlying index may affect the value of your securities.

 

·

Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities.

 

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Citigroup Global Markets Holdings Inc.’s offering of the securities does not constitute a recommendation of any underlying index.

 

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The level of the underlying index may be adversely affected by our or our affiliates’ hedging and other trading activities.

 

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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.

 

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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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