Form 424B2 - Prospectus [Rule 424(b)(2)]
The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 14, 2024
| Citigroup Inc. | June----, 2024 Medium-Term Senior Notes, Series G Pricing Supplement No. 2024-CMTNG1444 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-270327 |
Callable Fixed Rate Notes Due June 26, 2031
| · | The notes mature on the maturity date specified below. We have the right to call the notes for mandatory redemption prior to maturityon a periodic basis on the redemption dates specified below. Unless previously redeemed, the notes pay interest periodically at the fixedper annum rate indicated below. |
| · | The notes are unsecured senior debt obligations of Citigroup Inc. All payments due on the notes are subject to the credit riskof Citigroup Inc. |
| · | It is important for you to consider the information contained in this pricing supplement together with the information containedin the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the extent inconsistentwith replaces, the description of the general terms of the notes set forth in the accompanying prospectus supplement and prospectus. |
| KEY TERMS | |||
| Issuer: | Citigroup Inc.Upon at least 15 business days’ notice, any wholly owned subsidiary of Citigroup Inc. may, without the consent of any holder of the notes, assume Citigroup Inc.’s obligations under the notes, and in such event Citigroup Inc. shall be released from its obligations under the notes, subject to certain conditions, including the condition that Citigroup Inc. fully and unconditionally guarantee all payments under the notes.See “Additional Terms of the Notes” in this pricing supplement. | ||
| Stated principal amount: | $1,000 per note | ||
| Pricing date: | June 24, 2024 | ||
| Original issue date: | June 26, 2024 | ||
| Maturity date: | June 26, 2031. If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date.No additional interest will accrue as a result of delayed payment. | ||
| Payment at maturity: | $1,000 per note plus any accrued and unpaid interest | ||
| Interest rate per annum: | From and including the original issue date to but excluding the maturity date, unless previously redeemed by us: 5.45% | ||
| Interest period: | The period from and including the original issue date to but excluding the immediately following interest payment date, and each successive period from and including an interest payment date to but excluding the next interest payment date. | ||
| Interest payment dates: | Semi-annually on the 26th day of each June and December of each year, commencing December 26, 2024, provided that if any such day is not a business day, the applicable interest payment will be made on the next succeeding business day. No additional interest will accrue on that succeeding business day. Interest will be payable to the persons in whose names the notes are registered at the close of business on the business day preceding each interest payment date, which we refer to as a regular record date, except that the interest payment due at maturity or upon earlier redemption will be paid to the persons who hold the notes on the maturity date or earlier date of redemption, as applicable. | ||
| Day count convention: | 30/360 Unadjusted. See “Determination of Interest Payments” in this pricing supplement. | ||
| Redemption: | Beginning on December 26, 2025, we have the right to call the notesfor mandatory redemption, in whole and not in part, on any redemption date and pay to you 100% of the principal amount of the notes plusaccrued and unpaid interest to but excluding the date of such redemption. If we decide to redeem the notes, we will give you noticeat least five business days before the redemption date specified in the notice. So long as the notes are represented by global securities and areheld on behalf of The Depository Trust Company (“DTC”), redemption notices and other notices will be given by delivery toDTC. If the notes are no longer represented by global securities and are not held on behalf of DTC, redemption notices and other noticeswill be published in a leading daily newspaper in New York City, which is expected to be The Wall Street Journal. | ||
| Redemption dates: | The 26th day of each March, June, September and December beginning in December 2025, provided that if any such day is not a business day, the applicable redemption date will be the next succeeding business day. No additional interest will accrue as a result of such delay in payment. | ||
| Business day: | Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close | ||
| Business day convention: | Following | ||
| CUSIP / ISIN: | 17290AEZ9 / US17290AEZ93 | ||
| Listing: | The notes will not be listed on any securities exchange. | ||
| Underwriter: | Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal. See “General Information—Supplemental information regarding plan of distribution; conflicts of interest” in this pricing supplement. | ||
| Underwriting fee and issue price: | Issue price(1) | Underwriting fee(2) | Proceeds to issuer |
| Per note: | $1,000.00 | $ | $ |
| Total: | $ | $ | $ |
(1) The issue price for eligible institutionalinvestors and investors purchasing the notes in fee-based advisory accounts will vary based on then-current market conditions and thenegotiated price determined at the time of each sale; provided, however, that the issue price for such investors will not be lessthan $988.00 per note and will not be more than $1,000 per note. The issue price for such investors reflects a forgone selling concessionor underwriting fee with respect to such sales as described in footnote (2) below. See “General Information—Fees and sellingconcessions” in this pricing supplement.
(2) CGMI will receive an underwritingfee of up to $12.00 per note, and from such underwriting fee will allow selected dealers a selling concession of up to $12.00 per notedepending on market conditions that are relevant to the value of the notes at the time an order to purchase the notes is submitted toCGMI. Dealers who purchase the notes for sales to eligible institutional investors and/or to investors purchasing the notes in fee-basedadvisory accounts may forgo some or all selling concessions, and CGMI may forgo some or all of the underwriting fee for sales it makesto eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts. The per note underwritingfee in the table above represents the maximum underwriting fee payable per note. The total underwriting fee and proceeds to issuer inthe table above give effect to the actual total proceeds to issuer. You should refer to “Risk Factors” and “GeneralInformation—Fees and selling concessions” in this pricing supplement for more information. In addition to the underwritingfee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the notes declines.See “Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the notes involves risks not associated with an investmentin conventional fixed rate debt securities. See “Risk Factors” beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying prospectus supplementand prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement togetherwith the accompanying prospectus supplement and prospectus, each of which can be accessed via the following hyperlink:
Prospectus Supplement dated March 7, 2023 and Prospectus dated March 7, 2023
The notes are not bank deposits and are not insuredor guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteedby, a bank.
| Citigroup Inc. |
RiskFactors
The followingis a non-exhaustive list of certain key risk factors for investors in the notes. You should read the risk factors below together withthe risk factors included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanyingprospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q,which describe risks relating to our business more generally. We also urge you to consult your investment, legal, tax, accounting andother advisors before you decide to invest in the notes.
| § | The notes may be redeemed at our option,which limits your ability to accrue interest over the full term of the notes. We may redeem the notes, in whole but not in part, onany redemption date, upon not less than five business days’ notice. In the event that we redeem the notes, you will receive theprincipal amount of the notes and any accrued and unpaid interest to but excluding the applicable redemption date. In this case, you willnot have the opportunity to continue to accrue and be paid interest to the maturity date of the notes. |
| § | Market interest rates at a particular timewill affect our decision to redeem the notes. It is more likely that we will call the notes for redemption prior to their maturitydate at a time when the interest rate on the notes is greater than that which we would pay on a comparable debt security of CitigroupInc. with a maturity comparable to the remaining term of the notes. Consequently, if we redeem the notes prior to their maturity, youmay not be able to invest in other securities with a similar level of risk that yield as much interest as the notes. |
| § | An investment inthe notes may be more risky than an investment in notes with a shorter term. By purchasing notes with a relatively long term, youwill bear greater exposure to fluctuations in interest rates than if you purchased a note with a shorter term. In particular, you maybe negatively affected if interest rates begin to rise, because the likelihood that we will redeem your notes will decrease and the interestrate on the notes may be less than the amount of interest you could earn on other investments with a similar level of risk available atsuch time. In addition, if you tried to sell your notes at such time, the value of your notes in any secondary market transaction wouldalso be adversely affected. |
| § | The notes are subject to the credit riskof Citigroup Inc., and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the value of thenotes. You are subject to the credit risk of Citigroup Inc. If Citigroup Inc. defaults on its obligations under the notes, your investmentwould be at risk and you could lose some or all of your investment. As a result, the value of the notes will be affected by changes inthe market’s view of Citigroup Inc.’s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.’s creditratings or any increase, or anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk islikely to adversely affect the value of the notes. |
| § | The notes will not be listed on any securitiesexchange and you may not be able to sell them prior to maturity. The notes will not be listed on any securities exchange. Therefore,there may be little or no secondary market for the notes. CGMI currently intends to make a secondary market in relation to the notes andto provide an indicative bid price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determinedin CGMI’s sole discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representationby CGMI that the notes can be sold at that price or at all. CGMI may suspend or terminate making a market and providing indicative bidprices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary marketat all for the notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your notes prior to maturity.Accordingly, an investor must be prepared to hold the notes until maturity. |
| § | Immediately following issuance, any secondarymarket 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. The amount of this temporary upward adjustment will steadily decline to zero over thetemporary adjustment period. See “General Information—Temporary adjustment period” in this pricing supplement. |
| § | Secondary market sales of the notes may resultin a loss of principal. You will be entitled to receive at least the full stated principal amount of your notes, subject to the creditrisk of Citigroup Inc., only if you hold the notes to maturity or redemption. If you are able to sell your notes in the secondary marketprior to maturity or redemption, you are likely to receive less than the stated principal amount of the notes. |
| § | The inclusion of underwriting fees and projectedprofit from hedging in the issue price is likely to adversely affect secondary market prices. Assuming no changes in market conditionsor other relevant factors, the price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions willlikely be lower than the issue price since the issue price of the notes will include, and secondary market prices are likely to exclude,any underwriting fees paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedgingincludes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedgingtransactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related hedging transactions.Our affiliates may realize a profit from the expected hedging activity even if the value of the notes declines. In addition, any secondarymarket prices for the notes may differ from values determined by pricing models used by CGMI, as a result of dealer discounts, mark-upsor other transaction costs. |
| § | The price at which you may be able to sellyour notes prior to maturity will depend on a number of factors and may be substantially less than the amount you originally invest. Anumber of factors will influence the value of the notes in any secondary market that may develop and the price at which CGMI may be willingto purchase the notes in any such secondary market, including: interest rates in the market and the volatility of such rates, the timeremaining to maturity of the notes, hedging activities by our affiliates, any feesand projected hedging fees and profits, expectations about whether we are likely to redeem the |
PS-2
| Citigroup Inc. |
notes and any actual or anticipated changesin the credit ratings, financial condition and results of Citigroup Inc. The value of the notes will vary and is likely to be less thanthe 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.
| § | The U.S. federal tax consequences of an assumptionof the notes are unclear. The notes may be assumed by a successor issuer, as discussed in “Additional Terms of the Notes.”The law regarding whether or not such an assumption would be considered a taxable modification of the notes is not entirely clear and,if the Internal Revenue Service (the “IRS”) were to treat the assumption as a taxable modification, a U.S. Holder would generallybe required to recognize gain (if any) on the notes and the timing and character of income recognized with respect to the notes afterthe assumption could be affected significantly. You should read carefully the discussion under “United States Federal Income TaxConsiderations” in this pricing supplement. You should also consult your tax adviser regarding the U.S. federal tax consequencesof an assumption of the notes. |
AdditionalTerms of the Notes
Thenotes are intended to qualify as eligible debt securities for purposes of the Federal Reserve's total loss-absorbing capacity (“TLAC”)rule. As a result, in the event of a Citigroup Inc. bankruptcy, Citigroup Inc.'s losses and any losses incurred by its subsidiaries wouldbe imposed first on Citigroup Inc.’s shareholders and then on its unsecured creditors, including the holders of the notes. Further,in a bankruptcy proceeding of Citigroup Inc. any value realized by holders of the notes may not be sufficient to repay the amounts owedon the notes. For more information about the consequences of “TLAC” on the notes, you should refer to the “CitigroupInc.” section beginning on page 12 of the accompanying prospectus.
Uponat least 15 business days’ notice, any wholly owned subsidiary (the “successor issuer”) of Citigroup Inc. may, withoutthe consent of any holder of the notes, assume all of Citigroup Inc.’s obligations under the notes, and in such event CitigroupInc. shall be released from its obligations under the notes (in each case, except as described below), subject to the following conditions:
| (a) | Citigroup Inc. shallenter into a supplemental indenture under which Citigroup Inc. fully and unconditionally guarantees all payments on the notes when due,agrees to comply with the covenants described in the section “Description of Debt Securities—Covenants—Limitationson Liens” and “—Limitations on Mergers and Sales of Assets” in the accompanying prospectus as applied to itselfand retains certain reporting obligations under the indenture; |
| (b) | the successor issuershall be organized under the laws of the United States of America, any State thereof or the District of Columbia; and |
| (c) | immediately after givingeffect to such assumption of obligations, no default or event of default shall have occurred and be continuing. |
Uponany such assumption, the successor issuer shall succeed to and be substituted for, and may exercise every right and power of, CitigroupInc. under the notes with the same effect as if such successor issuer had been named as the original issuer of the notes, and CitigroupInc. shall be relieved from all obligations and covenants under the notes, except that Citigroup Inc. shall have the obligations describedin clause (a) above. For the avoidance of doubt, the successor issuer shall not be responsible for Citigroup Inc.’s compliancewith the covenants described in clause (a) above.
Ifa successor issuer assumes the obligations of Citigroup Inc. under the notes as described above, events of bankruptcy or insolvency orresolution proceedings relating to Citigroup Inc. will not constitute an event of default with respect to the notes, nor will any breachof a covenant by Citigroup Inc. (other than payment default). Therefore, if a successor issuer assumes the obligations of Citigroup Inc.under the notes as described above, events of bankruptcy or insolvency or resolution proceedings relating to Citigroup Inc. (in the absenceof any such event occurring with respect to the successor issuer) will not give holders the right to declare the notes to be due andpayable, and a breach of a covenant by Citigroup Inc. (including the covenants described in the section “Description of Debt Securities—Covenants—Limitationson Liens” and “—Limitations on Mergers and Sales of Assets” in the accompanying prospectus), other than paymentdefault, will not give holders the right to declare the notes to be due and payable. Furthermore, if a successor issuer assumes the obligationsof Citigroup Inc. under the notes as described above, it will not be an event of default under the notes if the guarantee of the notesby Citigroup Inc. ceases to be in full force and effect or if Citigroup Inc. repudiates the guarantee.
Thereare no restrictions on which subsidiary of Citigroup Inc. may be a successor issuer other than as specifically set forth above. The successorissuer may be less creditworthy than Citigroup Inc. and/or may have no or nominal assets. If Citigroup Inc. is resolved in bankruptcy,insolvency or other resolution proceedings and the notes are not contemporaneously declared due and payable, and if the successor issueris subsequently resolved in later bankruptcy, insolvency or other resolution proceedings, the value you receive on the notes may be significantlyless than what you would have received had the notes been declared due and payable immediately upon certain events of bankruptcy or insolvencyor resolution proceedings relating to Citigroup Inc. or the breach of a covenant by Citigroup Inc.
Thenotes are “specified securities” for purposes of the indenture. The terms set forth above do not apply to all securitiesissued under the indenture, but only to the notes offered by this pricing supplement (and similar terms may apply to other securitiesissued by Citigroup Inc. that are identified as “specified securities” in the applicable pricing supplement).
Youshould read carefully the discussion of U.S. federal tax consequences of any such assumption under “United States Federal Tax Considerations”in this pricing supplement.
PS-3
| Citigroup Inc. |
| General Information | |
| Temporary adjustment period: | For a period of approximately four months following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the four-month temporary adjustment period.However, CGMI is not obligated to buy the notes from investors at any time.See “Risk Factors—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.” |
| U.S. federal income tax considerations: | The notes will be treated for U.S. federal income tax purposes as fixed rate debt instruments that are issued without original issue discount. Under their terms, the notes may be assumed by a successor issuer, in which case we will guarantee the successor issuer’s payment obligations under the notes. See “Additional Terms of the Notes.” We intend to treat such an assumption as not giving rise to a taxable modification of the notes. While our counsel, Davis Polk & Wardwell LLP, believes this treatment of such an assumption is reasonable under current law and based on the expected circ*mstances of the assumption, it has not rendered an opinion regarding such treatment in light of the lack of clear authority addressing the consequences of such an assumption. Provided that an assumption of the notes is not a taxable modification, the U.S. federal income tax treatment of the notes would not be affected by the assumption. However, if the IRS were to treat an assumption of the notes as a taxable modification, the timing and character of income recognized with respect to the notes after the assumption could be affected significantly, depending on circ*mstances at the time of the assumption. Moreover, a U.S. Holder (as defined in the accompanying prospectus supplement) would generally be required to recognize gain (if any) with respect to the notes at the time of the assumption in the same manner as described in the accompanying prospectus supplement in respect of a sale or other taxable disposition of the notes. You should consult your tax adviser regarding the consequences of an assumption of the notes. Both U.S. and non-U.S. persons considering an investment in thenotes should read the discussion under “United States Federal Tax Considerations,” and in particular the sections entitled“United States Federal Tax Considerations—Tax Consequences to U.S. Holders,” “—Tax Consequences to Non-U.S.Holders” and “—FATCA” in the accompanying prospectus supplement for more information regarding the U.S. federalincome tax consequences of an investment in the notes. |
| Trustee: | The Bank of New York Mellon (as trustee under an indenture dated November 13, 2013) will serve as trustee for the notes. |
| Use of proceeds and hedging: | The net proceeds received from the sale of the notes will be used for general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more of our affiliates. Hedging activities related to the notes by one or more of our affiliatesinvolves trading in one or more instruments, such as options, swaps and/or futures, and/or taking positions in any other available securitiesor instruments that we may wish to use in connection with such hedging and may include adjustments to such positions during the termof the notes. It is possible that our affiliates may profit from this hedging activity, even if the value of the notes declines. Profitor loss from this hedging activity could affect the price at which Citigroup Inc.’s affiliate, CGMI, may be willing to purchaseyour notes in the secondary market. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging”in the accompanying prospectus. |
| ERISA and IRA purchase considerations: | Please refer to “Benefit Plan Investor Considerations” in the accompanying prospectus supplement for important information for investors that are ERISA or other benefit plans or whose underlying assets include assets of such plans. |
| Fees and selling concessions: | The issue price is $1,000 per note; provided that the issue pricefor an eligible institutional investor or an investor purchasing the notes in a fee-based advisory account will vary based on then-currentmarket conditions and the negotiated price determined at the time of each sale. The issue price for such investors will not be less than$988.00 per note and will not be more than |
PS-4
| Citigroup Inc. |
| $1,000 per note. The issue price for such investors reflects a forgone selling concession with respect to such sales as described in the next paragraph. CGMI, an affiliate of Citigroup Inc., is the underwriter of thesale of the notes and is acting as principal. CGMI may resell the notes to other securities dealers at the issue price of $1,000 pernote less a selling concession not in excess of the underwriting fee. CGMI will receive an underwriting fee of up to $12.00 per note,and from such underwriting fee will allow selected dealers a selling concession of up to $12.00 per note depending on market conditionsthat are relevant to the value of the notes at the time an order to purchase the notes is submitted to CGMI. Dealers who purchase thenotes for sales to eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts may forgosome or all selling concessions, and CGMI may forgo some or all of the underwriting fee for sales to it makes to eligible institutionalinvestors and/or to investors purchasing the notes in fee-based advisory accounts. | |
| 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 Inc. and the agents named therein, including CGMI, govern the sale and purchase of the notes. The notes will not be listed on any securities exchange. In order to hedge its obligations under the notes, Citigroup 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. CGMI is an affiliate of Citigroup Inc. Accordingly, the offering of the notes will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. Client accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion are not permitted to purchase the notes, either directly or indirectly, without the prior written consent of the client. See “Plan of Distribution; Conflicts of Interest” inthe 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. |
We encourageyou to also read the accompanying prospectus supplement and prospectus, which can be accessed via the hyperlink on the cover page ofthis pricing supplement.
Determinationof Interest Payments
On each interestpayment date, the amount of each interest payment will equal (i) the stated principal amount of the notes multiplied by the interestrate, multiplied by (ii) (180/360). If we call the notes for mandatory redemption on a redemption date that is not also an interestpayment date, the amount of interest included in the payment you receive upon redemption will equal (i) the stated principal amount ofthe notes multiplied by the interest rate, multiplied by (ii) (90/360).
HypotheticalExamples
Thefollowing examples illustrate how the payments on the notes will be calculated with respect to various hypothetical interest paymentdates and redemption dates, depending on whether we exercise our right in our sole discretion to redeem the notes on a redemption dateor, if we do not redeem the notes prior to the maturity date, whether the interest payment date is the maturity date. The hypotheticalpayments in the following examples are for illustrative purposes only, do not illustrate all possible payments on the notes and may notcorrespond to the actual payment for any interest payment date applicable to a holder of the notes. The numbers appearing in the followingexamples have been rounded for ease of analysis.
Example1: 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 thenotes on that date.
Inthis example, we would pay you an interest payment on the interest payment date per note calculated as follows:
($1,000× 5.45%) × (180/360) = $27.25
Becausethe notes are not redeemed on the interest payment date, the notes would remain outstanding and would continue to accrue interest.
PS-5
| Citigroup Inc. |
Example2: We elect to exercise our right to redeem the notes on the second redemption date, which is not an interest payment date.
Inthis example, we would pay you on the second redemption date the stated principal amount of the notes plus an interest paymentper note calculated as follows:
($1,000× 5.45%) × (90/360) = $13.625
Therefore,you would receive a total of $1,013.625 per note (the stated principal amount plus $13.625 of interest) on the second redemptiondate. Because the notes are redeemed on the second redemption date, you would not receive any further payments from us.
Example3: The notes are not redeemed prior to the maturity date and the interest payment date is the maturity date.
Inthis example, we would pay you on the maturity date, the stated principal amount of the notes plus an interest payment per notecalculated as follows:
($1,000× 5.45%) × (180/360) = $27.25
Therefore,you would receive a total of $1,027.25 per note (the stated principal amount plus $27.25 of interest) on the maturity date, andyou will not receive any further payments from us.
Becausewe have the right to redeem the notes prior to the maturity date, there is no assurance that the notes will remain outstanding untilthe maturity date. You should expect the notes to remain outstanding after the first redemption date only if the interest rate payableon the notes is unfavorable to you as compared to other market rates on comparable investments at that time.
CertainSelling Restrictions
Prohibitionof Sales to EEA Retail Investors
The notesmay not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For the purposes ofthis 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, “MiFIDII”); or |
| (ii) | a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professionalclient 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 sufficientinformation on the terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes. |
Noticeto Canadian Investors
Thenotes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, asdefined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permittedclients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resaleof the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicablesecurities laws.
Securitieslegislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this pricingsupplement or an accompanying product supplement, prospectus supplement or prospectus (including any amendment thereto) contains a misrepresentation,provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securitieslegislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securitieslegislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuantto section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required tocomply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
AdditionalInformation
We reservethe right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to their issuance.
© 2024Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. orits affiliates and are used and registered throughout the world.
PS-6
Citigroup (NYSE:C)
Historical Stock Chart
From May 2024 to Jun 2024
Citigroup (NYSE:C)
Historical Stock Chart
From Jun 2023 to Jun 2024
![Form 424B2 - Prospectus [Rule 424(b)(2)] (3)](data:image/gif;base64,R0lGODlhAQABAAAAACH5BAEKAAEALAAAAAABAAEAAAICTAEAOw== "Form 424B2 - Prospectus [Rule 424(b)(2)] (3)") | {{bbMessage.M_Alias}}{{bbMessage.MSG_Date}}{{bbMessage.HowLongAgo}}{{bbMessage.MSG_ID}}{{bbMessage.MSG_Subject}} |
Loading Messages....
Citigroup Inc News
Loading Messages....
`,data() {return {tabs: [] };},created() {this.tabs = this.$children;},methods: {selectTab(selectedTab) {this.tabs.forEach(tab => {tab.isActive = (tab.name == selectedTab.name);});}}});Vue.component('tab', {template: `
`,props: {name: { required: true },selected: { default: false}},data() {return {isActive: false};},computed: {href() {return '#' + this.name.toLowerCase().replace(/ /g, '-');}},mounted() {this.isActive = this.selected;}});Vue.component('newslist', {template: `
FEATURED![Form 424B2 - Prospectus [Rule 424(b)(2)] (4)](https://i0.wp.com/ih.advfn.com/common/images/news/NDAQGNW2.jpg "Form 424B2 - Prospectus [Rule 424(b)(2)] (4)")
•{{ article.source }} • {{ article.date}} {{article.time}}
`,props: {source: { required: true },rawarticles: { required: true },limit: { default: 12 }},methods: {processData: function(articles){if(articles.length > this.limit){articles = articles.slice(0, this.limit);}this.articles = articles;this.loaded = true;Vue.nextTick(function(){});},stripRedudancies: function(articles){return _.uniqBy(articles, "headline");}},data() {return {loaded: false,articles: []};},mounted() {this.processData(this.rawarticles);}});new Vue({el: '#nw-news-widget',data: {loaded: false,availableTabs: {"Press Releases": [{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94066752\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718745888,"date":"Tue Jun 18, 2024 ","time":"5:24 PM (6 hours ago)","full_date":"June 18, 2024 5:24 PM","post_time":"6 hours ago","article_id":94066752,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94066504\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718744677,"date":"Tue Jun 18, 2024 ","time":"5:04 PM (6 hours ago)","full_date":"June 18, 2024 5:04 PM","post_time":"6 hours ago","article_id":94066504,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94065260\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718738578,"date":"Tue Jun 18, 2024 ","time":"3:22 PM (8 hours ago)","full_date":"June 18, 2024 3:22 PM","post_time":"8 hours ago","article_id":94065260,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Fisker Files for Bankruptcy, Chegg Stocks Rise on 23% Workforce Reduction, and More","short_text":"\nFisker (NYSE:FSR) – The American electric vehicle manufacturer filed for bankruptcy last night, aiming to sell its assets and restructure debts following severe financial challenges in the...","one_line_short_text":"\nFisker (NYSE:FSR) – The American electric vehicle manufacturer filed for bankruptcy last night, aiming to sell its assets and restructure...","link":"https:\/\/ih.advfn.com\/market-news\/article\/7658\/fisker-files-for-bankruptcy-chegg-stocks-rise-on-23-workforce-reduction-and-more","source":"IH Market News","source_logo":"\/common\/images\/news-sources\/ihmarketnews.png","tags":[],"timestamp":1718708533,"date":"Tue Jun 18, 2024 ","time":"7:02 AM (16 hours ago)","full_date":"June 18, 2024 7:02 AM","post_time":"16 hours ago","article_id":94061165,"source_id":"ihmarketnews","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94047391\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718399758,"date":"Fri Jun 14, 2024 ","time":"5:15 PM (4 days ago)","full_date":"June 14, 2024 5:15 PM","post_time":"June 14 2024","article_id":94047391,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94046180\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718395145,"date":"Fri Jun 14, 2024 ","time":"3:59 PM (4 days ago)","full_date":"June 14, 2024 3:59 PM","post_time":"June 14 2024","article_id":94046180,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94046016\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718393115,"date":"Fri Jun 14, 2024 ","time":"3:25 PM (4 days ago)","full_date":"June 14, 2024 3:25 PM","post_time":"June 14 2024","article_id":94046016,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045898\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718391158,"date":"Fri Jun 14, 2024 ","time":"2:52 PM (4 days ago)","full_date":"June 14, 2024 2:52 PM","post_time":"June 14 2024","article_id":94045898,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045890\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718391006,"date":"Fri Jun 14, 2024 ","time":"2:50 PM (4 days ago)","full_date":"June 14, 2024 2:50 PM","post_time":"June 14 2024","article_id":94045890,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045845\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718390015,"date":"Fri Jun 14, 2024 ","time":"2:33 PM (4 days ago)","full_date":"June 14, 2024 2:33 PM","post_time":"June 14 2024","article_id":94045845,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045814\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718389258,"date":"Fri Jun 14, 2024 ","time":"2:20 PM (4 days ago)","full_date":"June 14, 2024 2:20 PM","post_time":"June 14 2024","article_id":94045814,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045591\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718385671,"date":"Fri Jun 14, 2024 ","time":"1:21 PM (4 days ago)","full_date":"June 14, 2024 1:21 PM","post_time":"June 14 2024","article_id":94045591,"source_id":"edgar2","media_url":null,"press_release":true}],"All News": [{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94066752\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718745888,"date":"Tue Jun 18, 2024 ","time":"5:24 PM (6 hours ago)","full_date":"June 18, 2024 5:24 PM","post_time":"6 hours ago","article_id":94066752,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94066504\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718744677,"date":"Tue Jun 18, 2024 ","time":"5:04 PM (6 hours ago)","full_date":"June 18, 2024 5:04 PM","post_time":"6 hours ago","article_id":94066504,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94065260\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718738578,"date":"Tue Jun 18, 2024 ","time":"3:22 PM (8 hours ago)","full_date":"June 18, 2024 3:22 PM","post_time":"8 hours ago","article_id":94065260,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Fisker Files for Bankruptcy, Chegg Stocks Rise on 23% Workforce Reduction, and More","short_text":"\nFisker (NYSE:FSR) – The American electric vehicle manufacturer filed for bankruptcy last night, aiming to sell its assets and restructure debts following severe financial challenges in the...","one_line_short_text":"\nFisker (NYSE:FSR) – The American electric vehicle manufacturer filed for bankruptcy last night, aiming to sell its assets and restructure...","link":"https:\/\/ih.advfn.com\/market-news\/article\/7658\/fisker-files-for-bankruptcy-chegg-stocks-rise-on-23-workforce-reduction-and-more","source":"IH Market News","source_logo":"\/common\/images\/news-sources\/ihmarketnews.png","tags":[],"timestamp":1718708533,"date":"Tue Jun 18, 2024 ","time":"7:02 AM (16 hours ago)","full_date":"June 18, 2024 7:02 AM","post_time":"16 hours ago","article_id":94061165,"source_id":"ihmarketnews","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94047391\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718399758,"date":"Fri Jun 14, 2024 ","time":"5:15 PM (4 days ago)","full_date":"June 14, 2024 5:15 PM","post_time":"June 14 2024","article_id":94047391,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94046180\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718395145,"date":"Fri Jun 14, 2024 ","time":"3:59 PM (4 days ago)","full_date":"June 14, 2024 3:59 PM","post_time":"June 14 2024","article_id":94046180,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94046016\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718393115,"date":"Fri Jun 14, 2024 ","time":"3:25 PM (4 days ago)","full_date":"June 14, 2024 3:25 PM","post_time":"June 14 2024","article_id":94046016,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045898\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718391158,"date":"Fri Jun 14, 2024 ","time":"2:52 PM (4 days ago)","full_date":"June 14, 2024 2:52 PM","post_time":"June 14 2024","article_id":94045898,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045890\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718391006,"date":"Fri Jun 14, 2024 ","time":"2:50 PM (4 days ago)","full_date":"June 14, 2024 2:50 PM","post_time":"June 14 2024","article_id":94045890,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045845\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718390015,"date":"Fri Jun 14, 2024 ","time":"2:33 PM (4 days ago)","full_date":"June 14, 2024 2:33 PM","post_time":"June 14 2024","article_id":94045845,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form FWP - Filing under Securities Act Rules 163\/433 of free writing prospectuses","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045814\/form-fwp-filing-under-securities-act-rules-163-4","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718389258,"date":"Fri Jun 14, 2024 ","time":"2:20 PM (4 days ago)","full_date":"June 14, 2024 2:20 PM","post_time":"June 14 2024","article_id":94045814,"source_id":"edgar2","media_url":null,"press_release":true},{"headline":"Form 424B2 - Prospectus [Rule 424(b)(2)]","short_text":"","one_line_short_text":"","link":"https:\/\/ih.advfn.com\/stock-market\/NYSE\/citigroup-C\/stock-news\/94045591\/form-424b2-prospectus-rule-424b2","source":"Edgar (US Regulatory)","source_logo":"\/common\/images\/news-sources\/edgar2.png","tags":["REGULATORY"],"timestamp":1718385671,"date":"Fri Jun 14, 2024 ","time":"1:21 PM (4 days ago)","full_date":"June 14, 2024 1:21 PM","post_time":"June 14 2024","article_id":94045591,"source_id":"edgar2","media_url":null,"press_release":true}],"Preferred Contributors": ""}},created: function () {this.loaded = true;Vue.nextTick(function(){});}});});
More Citigroup Inc News Articles
![Form 424B2 - Prospectus [Rule 424(b)(2)] (2024)](data:image/png;base64,iVBORw0KGgoAAAANSUhEUgAAAAEAAAABCAQAAAC1HAwCAAAAC0lEQVR42mP8/h8AAvMB+NzmkbcAAAAASUVORK5CYII=)