Citigroup
Inc. will release quarterly earnings on October 14, 2022, which is during the marketing period and prior to the pricing date of these
notes.
Holdings Inc. or Citigroup Inc. The
value of the notes will vary and is likely to be less than the issue price at any time prior to maturity or redemption, and sale of the
notes prior to maturity or redemption may result in a loss.
Citigroup Global Markets Holdings Inc. |
|
Supplemental information regarding plan of distribution; conflicts of interest: |
The terms and conditions set forth in the Amended and Restated Global
Selling Agency Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein,
including CGMI, govern the sale and purchase of the notes.
In order to hedge its obligations under the notes, Citigroup Global
Markets Holdings Inc. expects to enter into one or more swaps or other derivatives transactions with one or more of its affiliates. You
should refer to the section “General Information—Use of proceeds and hedging” in this pricing supplement and the section
“Use of Proceeds and Hedging” in the accompanying prospectus.
See “Plan of Distribution; Conflicts of Interest” in
the accompanying prospectus supplement for more information. |
Paying agent: |
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security representing the notes as custodian for The Depository Trust Company (“DTC”). |
Contact: |
Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005. |
We encourage
you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the hyperlink on the cover page of
this pricing supplement.
Determination
of Interest Payments
On each interest
payment date, the amount of each interest payment will equal (i) the stated principal amount of the notes multiplied by the interest
rate, multiplied by (ii) (90/360).
Hypothetical
Examples
The
following examples illustrate how the payments on the notes will be calculated with respect to various hypothetical interest payment
dates and redemption dates, depending on whether we exercise our right in our sole discretion to redeem the notes on a redemption date
or, if we do not redeem the notes prior to the maturity date, whether the interest payment date is the maturity date. The hypothetical
payments in the following examples are for illustrative purposes only, do not illustrate all possible payments on the notes and may not
correspond to the actual payment for any interest payment date applicable to a holder of the notes. The numbers appearing in the following
examples have been rounded for ease of analysis. The examples below assume that the interest rate is set at the lowest value indicated
on the cover page of this pricing supplement. The interest rate will be determined on the pricing date.
Example
1: The interest payment date is not a redemption date, or it is a redemption date but we choose not to exercise our right to redeem the
notes on that date.
In
this example, we would pay you an interest payment on the interest payment date per note calculated as follows:
($1,000
× 5.25%) × (90/360) = $13.125
Because
the notes are not redeemed on the interest payment date, the notes would remain outstanding and would continue to accrue interest.
Example
2: We elect to exercise our right to redeem the notes on the second redemption date, which is not an interest payment date.
In
this example, we would pay you on the second redemption date the stated principal amount of the notes plus an interest payment
per note calculated as follows:
($1,000
× 5.25%) × (90/360) = $13.125
Therefore,
you would receive a total of $1,013.125 per note (the stated principal amount plus $13.125 of interest) on the second redemption
date. Because the notes are redeemed on the second redemption date, you would not receive any further payments from us.
Example
3: The notes are not redeemed prior to the maturity date and the interest payment date is the maturity date.
In
this example, we would pay you on the maturity date, the stated principal amount of the notes plus an interest payment per note
calculated as follows:
($1,000
× 5.25%) × (90/360) = $13.125
Citigroup Global Markets Holdings Inc. |
|
Therefore,
you would receive a total of $1,013.125 per note (the stated principal amount plus $13.125 of interest) on the maturity date,
and you will not receive any further payments from us.
Because
we have the right to redeem the notes prior to the maturity date, there is no assurance that the notes will remain outstanding until
the maturity date. You should expect the notes to remain outstanding after the first redemption date only if the interest rate payable
on the notes is unfavorable to you as compared to other market rates on comparable investments at that time.
Certain
Selling Restrictions
Prohibition
of Sales to EEA Retail Investors
The notes
may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For the purposes of
this provision:
| a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (i) | a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID
II”); or |
| (ii) | a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or |
| (iii) | not a qualified investor as defined in Directive 2003/71/EC; and |
| b) | the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes. |