FILED PURSUANT TO RULE 433
File No. 333-270327
CITIGROUP INC.
€1,000,000,000
FLOATING RATE CALLABLE SENIOR NOTES DUE 2029
Terms and Conditions
| Issuer: | Citigroup Inc. | |
| Ratings*: | A3 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch) | |
| Ranking: | Senior | |
| Offering Format: | SEC-registered | |
| Trade Date: | April 22, 2025 | |
| Settlement Date: | April 29, 2025 (T+5 days) | |
| Maturity: | April 29, 2029 | |
| Par Amount: | €1,000,000,000 | |
| Coupon:
Coupon Payment Dates:
First Coupon Date:
Interest Determination Date:
Re-offer Spread: |
3 month EURIBOR + 110 bp, quarterly, payable in arrears
Quarterly, every January 29, April 29, July 29 and October 29
July 29, 2025
The second TARGET business day prior to each interest payment date.
3 month EURIBOR + 110 bp | |
| Public Offering Price: | 100.000% | |
| Day Count: | Actual/360 | |
| Business Days/Convention: | TARGET, London, New York; Modified following | |
| Redemption at Issuer Option: | We may redeem the notes, at our option, in whole, but not in part from time to time, on or after April 29, 2028 at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. | |
| Redemption for Tax Purposes: | We may redeem the notes, at our option, in whole at any time, but not in part at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption, if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-U.S. persons. | |
| Sinking Fund: | Not applicable | |
| Listing: | Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange. | |
| Settlement: | Euroclear / Clearstream | |
| Minimum Denominations/Multiples: | €100,000 / multiples of €1,000 in excess thereof | |
| Governing Law: | State of New York | |
| Principal Paying Agent: | Citibank, N.A., London Branch | |
| Documentation: | The notes will be issued under the issuer’s Registration Statement on Form S-3 No. 333-270327 filed with the U.S. Securities and Exchange Commission | |
| Prohibition of Sales to EEA and UK Retail Investors: | Applicable | |
| MiFID II professionals/ECPs-only / No EEA PRIIPs KID: | Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in EEA. | |
| UK MiFIR professionals/ECPs-only / No UK PRIIPs KID: | Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in UK. | |
| ISIN: | XS3058827802 | |
| Common Code: | 305882780 | |
CITIGROUP INC.
€1,000,000,000
FLOATING RATE CALLABLE SENIOR NOTES DUE 2029
| Sole Book Manager: | Citigroup Global Markets Limited | |
| Joint Lead Managers: | ANZ Securities, Inc. Barclays Bank PLC Banco Bilbao Vizcaya Argentaria, S.A. Bank Polska Kasa Opieki Spółka Akcyjna Bank of Montreal, London Branch Capital One Securities, Inc. Deutsche Bank AG, London Branch DZ Financial Markets LLC Emirates NBD Bank PJSC Erste Group Bank AG HSBC Bank plc ING Bank N.V. Intesa Sanpaolo IMI Securities Corp. Lloyds Bank Corporate Markets plc Mizuho International plc MUFG Securities EMEA plc National Australia Bank Limited (ABN 12 004 044 937) NATIXIS Nomura Securities International, Inc. Oversea-Chinese Banking Corporation Limited PNC Capital Markets LLC RBC Europe Limited Scotiabank (Ireland) Designated Activity Company SMBC Bank International Plc Société Générale The Toronto-Dominion Bank Westpac Banking Corporation | |
| Co-Managers: | ABN AMRO Capital Markets (USA) LLC Banco Santander, S.A. BNP Paribas Canadian Imperial Bank of Commerce, London Branch Commonwealth Bank of Australia Desjardins Securities Inc. Macquarie Capital (USA) Inc. National Bank of Canada Financial Markets Nykredit Bank A/S Standard Chartered Bank UBS AG London Branch | |
| *Note: | A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time. |
Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroup’s registration statement is No. 333-270327. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.