FILED PURSUANT TO RULE 433
File No. 333-255302
CITIGROUP INC.
$500,000,000
3-YEAR NON-CALL 2-YEAR GLOBAL FLOATING RATE SENIOR NOTES DUE 2025
Terms and Conditions
| Issuer: | Citigroup Inc. | |
| Ratings*: | A3 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch) | |
| Ranking: | Senior | |
| Trade Date: | May 17, 2022 | |
| Settlement Date: | May 24, 2022 (T+5 days) | |
| Maturity: | May 24, 2025 | |
| Par Amount: | $500,000,000 | |
| Base Rate: | SOFR (as defined in the Issuer’s base prospectus dated May 11, 2021 (the “Prospectus”)) | |
| Re-offer Spread: | +137.2 bps | |
| Coupon and Interest Payment Dates: | An annual floating rate equal to SOFR (as defined in the Prospectus and compounding daily over each interest period as described in the Prospectus) plus 1.372%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on August 26, 2022. An “interest period end date” means the 24th of each February, May, August and November, beginning August 24, 2022 and ending at Maturity or any earlier redemption date.
Modified following business day convention applicable to each interest period end date. Business days New York and U.S. Government Securities Business (as defined in the Prospectus). | |
| Public Offering Price: | 100.000% | |
| Net Proceeds to Citigroup: | $498,750,000 (before expenses) | |
| Day Count: | Actual / 360 | |
| Defeasance: | Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply | |
| Redemption at Issuer Option: | We may redeem the notes, at our option, in whole, but not in part, on May 24, 2024 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.
We may redeem the notes, at our option, in whole, but not in part, on or after April 24, 2025 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.
In each case, SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date. | |
| Rate Cut-Off Date: | The second U.S. Government Securities Business Day prior to a redemption date and Maturity. | |
| 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.
SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date. | |
| Sinking Fund: | Not applicable | |