Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
2024年10月12日 - 3:34AM
Edgar (US Regulatory)
|
Citigroup Global Markets Holdings Inc.
|
Free Writing Prospectus to Pricing Supplement
No. 2024-USNCH[ ]
Registration Statement Nos. 333-270327 and 333-270327-01
Dated October 11, 2024; Filed pursuant to Rule
433 |
Trigger Jump Securities Based on the
Common Stock of Repligen Corporation Due April , 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, 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 shares: |
Shares of common stock of Repligen Corporation (ticker symbol: “RGEN UW”) (the “underlying share issuer”) |
| Stated principal amount: |
$1,000 per security |
| Pricing date: |
October 16, 2024 |
| Issue date: |
October 21, 2024 |
| Valuation date: |
April 16, 2026, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur. |
| Maturity date: |
April 21, 2026 |
| Payment at maturity1: |
For each $1,000 stated principal amount security you hold at maturity:
· If the final share price is greater than or equal to the initial share price:
$1,000 + the fixed return amount
· If the final share price is less than the initial share price but greater than or equal to the trigger price:
$1,000
· If the final share price is less than the trigger price:
$1,000 + ($1,000 × the share return)
If the final share price is less than the trigger price, your
payment at maturity will be less, and possibly significantly less, than $900.00 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 share price: |
The closing price of the underlying shares on the pricing date |
| Final share price: |
The closing price of the underlying shares on the valuation date |
| Fixed return amount: |
$477.50 per security (47.75% of the stated principal amount). You will receive the fixed return amount only if the final share price is greater than or equal to the initial share price. |
| Share return: |
(i) The final share price minus the initial share price, divided by (ii) the initial share price |
| Trigger price: |
90.00% of the initial share price |
| Hypothetical Payout at Maturity1 |
| Change in Underlying Shares |
Return on Securities |
| +60.00% |
47.75% |
| +50.00% |
47.75% |
| +47.75% |
47.75% |
| +40.00% |
47.75% |
| +30.00% |
47.75% |
| +20.00% |
47.75% |
| +10.00% |
47.75% |
| 0.00% |
47.75% |
| -1.00% |
0.00% |
| -10.00% |
0.00% |
| -10.01% |
-10.01% |
| -20.00% |
-20.00% |
| -30.00% |
-30.00% |
| -40.00% |
-40.00% |
| -50.00% |
-50.00% |
| -60.00% |
-60.00% |
| -70.00% |
-70.00% |
| -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 $900.00 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, 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, 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 Shares
For more information about the underlying shares, 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. |
| · | The trigger feature of the securities exposes you
to particular risks. |
| · | 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 shares. |
| · | Your payment at maturity depends on the closing price
of the underlying shares 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. |
| · | Citigroup Global Markets Holdings Inc.’s offering
of the securities does not constitute a recommendation of the underlying shares. |
| · | The price of the underlying shares 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. |
| · | You will have no rights and will not receive dividends
with respect to the underlying shares. |
| · | Even if the underlying share issuer pays a dividend
that it identifies as special or extraordinary, no adjustment will be required under the securities for that dividend unless it meets
the criteria specified in the applicable product supplement. |
| · | The securities will not be adjusted for all events
that could affect the price of the underlying shares. |
| · | If the underlying shares are delisted, we may call
the securities prior to maturity for an amount that may be less than the stated principal amount. |
| · | The securities may become linked to shares of an
issuer other than the original underlying share issuer upon the occurrence of a reorganization event or upon the delisting of the underlying
shares. |
| · | 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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