The information in this preliminary
pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, underlying
supplement, 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 October 19, 2021
|
|
Filed Pursuant to Rule 424(b)(2)
|
|
Registration Statement Nos. 333-255302 and 333-255302-03
|
|
Citigroup Global Markets Holdings Inc.
$
Buffered
MSCI EAFE® Index-Linked Notes due
All Payments Due from Citigroup Global
Markets Holdings Inc.
Fully and Unconditionally Guaranteed by
Citigroup Inc.
|
Unlike conventional debt securities, the notes
offered by this pricing supplement do not pay interest and do not repay a fixed amount of principal at maturity. The amount that
you will be paid on your notes on the maturity date (expected to be the second business day after the scheduled determination date) is
based on the performance of the MSCI EAFE® Index (the “underlier”) as measured from the trade date to and
including the determination date (expected to be between 25 and 28 months after the trade date). If the final underlier level
on the determination date is greater than the initial underlier level (set on the trade date and may be higher or lower than the actual
closing level of the underlier on the trade date), the return on your notes will be positive, subject to the maximum settlement amount
(set on the trade date and expected to be between $1,251.44 and $1,295.82 for each $1,000 stated principal amount of your notes). If
the final underlier level declines from the initial underlier level by up to a buffer amount of 12.50%, you will receive the stated principal
amount of your notes. However, if the final underlier level declines from the initial underlier level by more than the 12.50% buffer
amount, the return on your notes will be negative and you will lose approximately 1.1429% of the stated principal amount of your notes
for every 1% by which that decline exceeds the 12.50% buffer amount. You could lose your entire investment in the notes. In exchange
for the upside participation and limited buffer features of the notes, you must be willing to forgo (i) any return in excess of the maximum
return at maturity of 25.144% to 29.582% (set on the trade date and results from the maximum settlement amount), (ii) any dividends paid
on the stocks included in the underlier and (iii) interest on the notes.
To determine your payment at maturity, we will
calculate the underlier return, which is the percentage increase or decrease in the level of the underlier from the initial underlier
level (set on the trade date) to the final underlier level on the determination date. On the maturity date, for each $1,000 stated principal
amount note you then hold, you will receive an amount in cash equal to:
|
·
|
if the underlier return is positive (the final underlier level is greater than the initial
underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation
rate of 140% times (c) the underlier return, subject to the maximum settlement amount;
|
|
·
|
if the underlier return is zero or negative but not below -12.50% (the final underlier
level is equal to or less than the initial underlier level but not by more than 12.50%), $1,000; or
|
|
·
|
if the underlier return is negative and is below -12.50% (the final underlier level is less
than the initial underlier level by more than 12.50%), the sum of (i) $1,000 plus (ii) the product of (a) approximately
1.1429 times (b) the sum of the underlier return plus 12.50% times (c) $1,000. This amount will be less
than $1,000 and may be zero.
|
The notes are unsecured senior debt securities
issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All payments on the notes are subject to
the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. and
Citigroup Inc. default on their obligations, you may not receive any amount due under the notes. The notes will not be listed
on any securities exchange and may have limited or no liquidity.
Investing in the notes involves risks not
associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-8.
|
Issue Price(1)
|
Underwriting Discount(2)
|
Net Proceeds to Issuer
|
Per Note:
|
$1,000.00
|
—
|
$1,000.00
|
Total:
|
$
|
—
|
$
|
(1) Citigroup Global Markets Holdings Inc. currently
expects that the estimated value of the notes on the trade date will be between $976.10 and $996.10 per note, which will be less than
the issue price. The estimated value of the notes is based on proprietary pricing models of Citigroup Global Markets Inc.
(“CGMI”) and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor
is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes from you at any time after
issuance. See “Valuation of the Notes” in this pricing supplement.
(2) CGMI, an affiliate of the issuer, is the underwriter
for the offering of the notes and is acting as principal. For more information on the distribution of the notes, see “Summary Information—Key
Terms—Supplemental Plan of Distribution” in this pricing supplement. 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.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.
The notes are not bank deposits and are not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or
guaranteed by, a bank.
The notes are part of the Medium-Term Senior Notes,
Series N of Citigroup Global Markets Holdings Inc. This pricing supplement is a supplement to the documents listed below and should be
read together with such documents, which are available at the following hyperlinks:
Citigroup Global Markets Inc.
Pricing Supplement No. 2021-USNCH9457
dated----------, 2021
The issue price, underwriting discount and net
proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this
pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The
return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
CGMI may use this pricing supplement in the initial
sale of the notes. In addition, CGMI or any other affiliate of Citigroup Inc. may use this pricing supplement in a market-making
transaction in a note after its initial sale.
|
Buffered MSCI EAFE® Index-Linked Notes due
|
· For
investors who seek modified exposure to the performance of the underlier, with the opportunity to participate on a leveraged basis in
a limited range of potential appreciation of the underlier and a limited buffer against potential depreciation of the underlier.
· In
exchange for the leveraged upside exposure and limited buffer feature, investors must be willing to forgo (i) participation in any appreciation
of the underlier beyond the cap level, (ii) any dividends that may be paid on the stocks included in the underlier and (iii) interest
on the notes. Investors must also be willing to lose some, and up to all, of their investment in the notes if the underlier
depreciates by more than the buffer amount, with downside exposure to that depreciation on an accelerated basis to the extent the depreciation
exceeds the buffer amount.
· Investors
must be willing to accept the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and an investment that may have
limited or no liquidity.
|
DETERMINING
THE CASH SETTLEMENT AMOUNT
|
At maturity, for each $1,000 stated principal amount note you then hold,
you will receive (as a percentage of the stated principal amount):
· If
the final underlier level is above 100.00% of the initial underlier level: 100.00% plus the product of the upside participation
rate of 140% times the underlier return, subject to a maximum settlement amount of between 125.144% and 129.582% of the stated principal
amount
· If
the final underlier level is between 87.50% and 100.00% of the initial underlier level: 100.00%
· If
the final underlier level is below 87.50% of the initial underlier level: 100.00% minus approximately 1.1429% for every 1.00% that
the underlier has declined below 87.50% of the initial underlier level
If the final underlier level declines by more than 12.50% from
the initial underlier level, the return on the notes will be negative and you could lose your entire investment in the notes.
|
Issuer:
|
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
|
Guarantee:
|
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
|
Underlier:
|
The MSCI EAFE® Index (ticker symbol: “MXEA”)
|
Stated Principal Amount:
|
$ in the aggregate; each note will have a stated principal amount equal to $1,000
|
Trade Date:
|
|
Settlement Date:
|
Expected to be the fifth scheduled business day following the trade date. See “Supplemental plan of distribution” on page PS-4 in this pricing supplement for additional information.
|
Determination Date:
|
To be set on the trade date and expected to be between 25 and 28 months after the trade date. The determination date is subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
|
Maturity Date:
|
To be set on the trade date and expected to be the second business day after the scheduled determination date
|
Initial Underlier Level:
|
To be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of the underlier on the trade date
|
Final Underlier Level:
|
The closing level of the underlier on the determination date
|
Underlier Return:
|
The quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a positive or negative percentage
|
Upside Participation Rate:
|
140.00%
|
Buffer Level:
|
87.50% of the initial underlier level (equal to a -12.50% underlier return)
|
Buffer Amount:
|
12.50%
|
Buffer Rate:
|
The quotient of the initial underlier level divided by the buffer level, which equals approximately 114.29%
|
Maximum Settlement Amount:
|
To be set on the trade date and expected to be between $1,251.44 and $1,295.82 per $1,000 stated principal amount note
|
Cap Level:
|
To be set on the trade date and expected to be between 117.96% and 121.13% of the initial underlier level
|
CUSIP/ISIN:
|
17329UKV2 / US17329UKV25
|
HYPOTHETICAL
PAYMENT AT MATURITY*
|
Hypothetical Final Underlier
Level (as % of Initial Underlier
Level)
|
Hypothetical Cash Settlement
Amount (as % of Stated
Principal Amount)
|
200.000%
|
125.144%
|
175.000%
|
125.144%
|
150.000%
|
125.144%
|
117.960%
|
125.144%
|
110.000%
|
114.000%
|
105.000%
|
107.000%
|
100.000%
|
100.000%
|
95.000%
|
100.000%
|
87.500%
|
100.000%
|
75.000%
|
85.714%
|
50.000%
|
57.143%
|
25.000%
|
28.571%
|
0.000%
|
0.000%
|
*assumes the cap level is set at the bottom of the cap level range
of between 117.96% and 121.13% of the initial underlier level
Please read the section titled “Summary Risk Factors” in
this pricing supplement as well as the more detailed description of risks relating to an investment in the notes contained in the section
“Risk Factors Relating to the Securities” beginning on page EA-6 in the accompanying product supplement. You should
also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated by reference
in the accompanying prospectus, 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 the business of Citigroup Inc. more generally.
SUMMARY INFORMATION
The terms of the notes are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect your payment at maturity, such as market disruption events and other events affecting the underlier. These events and their consequences are described in the accompanying product supplement in the sections “Description of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date” and “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Index—Discontinuance or Material Modification of an Underlying Index,” and not in this pricing supplement. The accompanying underlying supplement contains important disclosures regarding the underlier that are not repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement before deciding whether to invest in the notes. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement. References to “securities” in the accompanying product supplement include the notes.
|
Key Terms
Issuer: Citigroup Global Markets Holdings Inc., a wholly owned
subsidiary of Citigroup Inc.
Guarantee: all payments due on the notes are fully and unconditionally
guaranteed by Citigroup Inc.
Underlier: the MSCI EAFE® Index (ticker symbol:
“MXEA”), as maintained by MSCI Inc. (the “underlier sponsor”). The underlier is referred to as the “underlying
index” and the underlier sponsor is referred to as the “underlying index publisher” in the accompanying product supplement.
Stated principal amount: each note will have a stated principal
amount of $1,000
Purchase at amount other than the stated principal amount: the
amount we will pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes,
so if you acquire notes at a premium (or discount) to the stated principal amount and hold them to the stated maturity date, it could
affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been
had you purchased the notes at the stated principal amount. Also, the stated buffer level would not offer the same measure of protection
to your investment as would be the case if you had purchased the notes at the stated principal amount. Additionally, the cap level would
be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Summary Risk
Factors — If You Purchase Your Notes at a Premium to the Stated Principal Amount, the Return on Your Investment Will Be Lower Than
the Return on Notes Purchased at the Stated Principal Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected”
on page PS-11 of this pricing supplement
Cash settlement amount (paid on the maturity date): on the maturity
date, for each $1,000 stated principal amount of notes you then hold, we will pay you an amount in cash equal to:
|
·
|
if the final underlier level is greater than or equal to the cap level, the maximum settlement
amount;
|
|
·
|
if the final underlier level is greater than the initial underlier level but less than the
cap level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate
times (c) the underlier return;
|
|
·
|
if the final underlier level is equal to or less than the initial underlier level but greater
than or equal to the buffer level, $1,000; or
|
|
·
|
if the final underlier level is less than the buffer level, the sum of (i) $1,000 plus
(ii) the product of (a) the buffer rate times (b) the sum of the underlier return plus the buffer amount times
(c) $1,000
|
Closing level: When we refer to the closing level of the underlier
on any scheduled trading day, we mean the closing level of the underlier or any successor underlier reported by Bloomberg Financial Services,
or any successor reporting service we may select, on such scheduled trading day. Currently, whereas the underlier sponsor publishes the
official closing level of the underlier to three decimal places, Bloomberg Financial Services reports the closing level of the underlier
to fewer decimal places. As a result, the closing level of the underlier reported by Bloomberg Financial Services may be lower or higher
than its official closing level published by the underlier sponsor.
Initial underlier level (to be set on the trade date, which may be
an intraday level and which may be higher or lower than the actual closing level of the underlier on the trade date):
Final underlier level: the closing level of the underlier on
the determination date, except in the limited circumstances described under “Description of the Securities — Certain Additional
Terms for Securities Linked to an Underlying Index — Discontinuance or Material Modification of an Underlying Index” on page
EA-40 of the accompanying product supplement and subject to adjustment as provided under “Description of the Securities —
Certain Additional Terms for Securities Linked to an Underlying Index — Determining the Closing Level” on page EA-37 of the
accompanying product supplement and “Description of the Securities —Consequences of a Market Disruption Event; Postponement
of a Valuation Date” on page EA-22 of the accompanying product supplement.
Underlier return: the quotient of (i) the final underlier level
minus the initial underlier level divided by (ii) the initial underlier level, expressed as a positive or negative percentage
Upside participation rate: 140.00%
Cap level (to be set on the trade date): expected to be between
117.96% and 121.13% of the initial underlier level
Maximum settlement amount (to be set on the trade date): expected
to be between $1,251.44 and $1,295.82 per $1,000 stated principal amount note
Buffer level: 87.50% of the initial underlier level
Buffer amount: 12.50%
Buffer rate: the quotient of the initial underlier level
divided by the buffer level, which equals approximately 114.29%
Trade date: ----------. The
trade date is referred to as the “pricing date” in the accompanying product supplement.
Original issue date (settlement date) (to be set on the trade date):
expected to be the fifth scheduled business day following the trade date. See “Supplemental plan of distribution”
below for additional information.
Determination date (to be set on the trade date): expected to
be between 25 and 28 months after the trade date. The determination date is referred to as the “valuation date”
in the accompanying product supplement and is subject to postponement if such date is not a scheduled trading day or if certain market
disruption events occur, as described under “Description of the Securities — Consequences of a Market Disruption Event; Postponement
of a Valuation Date” on page EA-21 of the accompanying product supplement.
Maturity date (to be set on the trade date): expected to be the
second business day after the scheduled determination date
No interest: the notes will not bear interest
No listing: the notes will not be listed on any securities exchange
or interdealer quotation system
No redemption: the notes will not be subject to redemption before
maturity
Business day: as described under “Description of the Securities
— General” on page EA-21 in the accompanying product supplement.
Scheduled trading day: as described under “Description
of the Securities — Certain Additional Terms for Securities Linked to an Underlying Index — Definitions of Market Disruption
Event and Scheduled Trading Day and Related Definitions” on page EA-38 of the accompanying product supplement.
Supplemental plan of distribution: Citigroup Global Markets Holdings
Inc. expects to sell to CGMI, and CGMI expects to purchase from Citigroup Global Markets Holdings Inc., the aggregate stated principal
amount of the offered notes specified on the front cover of this pricing supplement. CGMI proposes initially to offer the notes
to the public and to certain unaffiliated securities dealers at the issue price set forth on the cover page of this pricing supplement.
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.
CGMI is an affiliate of ours. Accordingly, this offering
will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule
5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment
discretion will not be permitted to purchase the notes, either directly or indirectly, without the prior written consent of the client.
Secondary market sales of securities typically settle two business days
after the date on which the parties agree to the sale. Because the settlement date for the notes is more than two business
days after the trade date, investors who wish to sell the notes at any time prior to the second business day preceding the original issue
date will be required to specify an alternative settlement date for the secondary market sale to prevent a failed settlement. Investors
should consult their own investment advisors in this regard.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus
for additional information.
A portion of the net proceeds from the sale of the notes will be used
to hedge our obligations under the notes. We expect to hedge our obligations under the notes through CGMI or other of our affiliates,
or through a dealer participating in this offering or its affiliates. CGMI or such other of our affiliates or such dealer or its affiliates
may profit from this expected hedging activity even if the value of the notes declines. This hedging activity could affect
the closing level of the underlier and, therefore, the value of and your return on the notes. For additional information on
the ways in which our counterparties may hedge our obligations under the notes, see “Use of Proceeds and Hedging” in the accompanying
prospectus.
ERISA: as described under “Benefit Plan Investor Considerations”
on pages EA-56 and EA-57 in the accompanying product supplement.
Calculation Agent: CGMI
CUSIP: 17329UKV2
ISIN: US17329UKV25
HYPOTHETICAL EXAMPLES
The table and chart below are provided for purposes of illustration
only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate
the impact that various hypothetical underlier levels on the determination date could have on the cash settlement amount at maturity.
The table and chart below are based on a range of final underlier levels
that are entirely hypothetical; no one can predict what the underlier level will be on any day throughout the life of your notes, and
no one can predict what the final underlier level will be on the determination date. The underlier has been highly volatile in the past
— meaning that the underlier level has changed considerably in relatively short periods — and its performance cannot be predicted
for any future period. Investors in the notes will not receive any dividends on the stocks that constitute the underlier. The
table and chart below do not show any effect of lost dividend yield over the term of the notes. See “Summary Risk Factors—Investing
in the Notes Is Not Equivalent to Investing in the Underlier or the Stocks that Constitute the Underlier” below.
The information in the table and chart below reflects hypothetical returns
on the notes assuming that they are purchased on the original issue date at the stated principal amount and held to the maturity date. If
you sell your notes in a secondary market prior to the maturity date, your return will depend upon the value of your notes at the time
of sale, which may be affected by a number of factors that are not reflected in the table or chart below such as interest rates, the volatility
of the underlier and our and Citigroup Inc.’s creditworthiness. Please read “Summary Risk Factors—The Value
of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors” in this pricing supplement. It is
likely that any secondary market price for the notes will be less than the issue price.
The information in the table and chart also reflects the key terms and
assumptions in the box below.
Key Terms and Assumptions
|
Stated principal amount
|
$1,000
|
Cap level
|
117.96% of the initial underlier level
|
Maximum settlement amount
|
$1,251.44 per $1,000 stated principal amount note
|
Buffer level
|
87.50% of the initial underlier level
|
Buffer rate
|
approximately 114.29%
|
Buffer amount
|
12.50%
|
Neither a market disruption event nor a non-scheduled trading day occurs
on the originally scheduled determination date
No change in or affecting any of the stocks comprising the underlier
or the method by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at the stated principal
amount and held to the stated maturity date
|
Moreover, we have not yet set the initial underlier level that will
serve as the baseline for determining the underlier return and the amount that we will pay on your notes, if any, at maturity. We
will not do so until the trade date. As a result, the actual initial underlier level may differ substantially from the underlier
level prior to the trade date and may be higher or lower than the closing level of the underlier on the trade date.
For these reasons, the actual performance of the underlier over the
life of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below
or to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier
during recent periods, see “The Underlier — Historical Closing Levels of the Underlier” below. Before investing in the
offered notes, you should consult publicly available information to determine the levels of the underlier between the date of this pricing
supplement and the date of your purchase of the offered notes.
The levels in the left column of the table below represent hypothetical
final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent
the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level (expressed as a percentage of
the initial underlier level), and are expressed as percentages of the stated principal amount of a note (rounded to the nearest one-thousandth
of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would
deliver for each $1,000 of the outstanding stated principal amount of the notes on the maturity date would equal 100.000% of the stated
principal amount of a note, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier
level) and the assumptions noted above.
Hypothetical Final Underlier Level (as
Percentage of Initial Underlier Level)
|
Hypothetical Cash Settlement Amount (as
Percentage of Stated Principal Amount)
|
200.000%
|
125.144%
|
175.000%
|
125.144%
|
150.000%
|
125.144%
|
117.960%
|
125.144%
|
110.000%
|
114.000%
|
105.000%
|
107.000%
|
100.000%
|
100.000%
|
95.000%
|
100.000%
|
87.500%
|
100.000%
|
75.000%
|
85.714%
|
50.000%
|
57.143%
|
25.000%
|
28.571%
|
0.000%
|
0.000%
|
If, for example, the final underlier level were determined to be 25.000%
of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be approximately 28.571%
of the stated principal amount of your notes, as shown in the table above. As a result, if you purchased your notes on the
original issue date at the stated principal amount and held them to the maturity date, you would lose approximately 71.429% of your investment. In
addition, if the final underlier level were determined to be 150.000% of the initial underlier level, the cash settlement amount that
we would deliver on your notes at maturity would be capped at the maximum settlement amount (expressed as a percentage of the stated principal
amount), or 125.144% of each $1,000 stated principal amount of your notes, as shown in the table above. As a result, you would
not benefit from any increase in the final underlier level over 117.960% of the initial underlier level.
The table above demonstrates the diminishing benefit of the buffer feature
of the notes the lower the final underlier level. For example, if the final underlier level were determined to be 75.000% of the initial
underlier level, the cash settlement amount that we would deliver on your notes at maturity would be approximately 85.714% of the stated
principal amount of your notes, resulting in an effective buffer (i.e., the difference between the underlier return and your return on
the notes) of approximately 10.714%. However, if the final underlier level were determined to be 50.000% of the initial underlier level,
the cash settlement amount that we would deliver on your notes at maturity would be approximately 57.143% of the stated principal amount
of your notes, resulting in an effective buffer of only approximately 7.143%. The lower the final underlier level, the lower the effective
buffer provided by the notes will be.
The following chart also shows a graphical illustration of the hypothetical
cash settlement amounts that we would pay on your notes on the maturity date, if the final underlier level (expressed as a percentage
of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The chart shows that any
hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than 87.500% (the section left of
the 87.500% marker on the horizontal axis) would result in a hypothetical cash settlement amount of less than 100.000% of the stated principal
amount of your notes (the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal to the holder
of the notes. The chart also shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier level)
of greater than or equal to 117.960% (the section right of the 117.960% marker on the horizontal axis) would result in a capped return
on your investment.
The cash settlement amounts shown above are entirely hypothetical; they
are based on levels of the underlier that may not be achieved on the determination date. The actual cash settlement amount
you receive on the maturity date may bear little relation to the hypothetical cash settlement amounts shown above, and these amounts should
not be viewed as an indication of the financial return on an investment in the notes. The actual market value of your notes on the stated
maturity date or at any other time, including any time you may wish to sell your notes, may bear little relation to the hypothetical cash
settlement amounts shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the
offered notes. The hypothetical cash settlement amounts on notes held to the stated maturity date in the examples above assume you purchased
your notes at their stated principal amount and have not been adjusted to reflect the actual issue price you pay for your notes. The return
on your investment (whether positive or negative) in your notes will be affected by the amount you pay for your notes. If you purchase
your notes for a price other than the stated principal amount, the return on your investment will differ from, and may be significantly
lower than, the hypothetical returns suggested by the above examples. Please read “Summary Risk Factors — The Value of the
Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors” on page PS-10 of this pricing supplement.
We cannot predict the actual final underlier level or what the value of your notes will be on any particular day, nor can we predict the relationship between the underlier level and the value of your notes at any time prior to the maturity date. The actual amount that you will receive, if any, at maturity and the return on the notes will depend on the actual initial underlier level, the cap level and the maximum settlement amount, which we will set on the trade date, and the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the maturity date may be very different from the information reflected in the table and chart above.
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SUMMARY RISK FACTORS
An investment in the notes is significantly riskier than
an investment in conventional debt securities. The notes are subject to all of the risks associated with an investment in our
conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations
under the notes, and are also subject to risks associated with the underlier. Accordingly, the notes are suitable only for
investors who are capable of understanding the complexities and risks of the notes. You should consult your own financial,
tax and legal advisors as to the risks of an investment in the notes and the suitability of the notes in light of your particular circumstances.
The following is a summary of certain key risk factors
for investors in the notes. You should read this summary together with the more detailed description of risks relating to
an investment in the notes contained in the section “Risk Factors Relating to the Securities” beginning on page EA-7 in the
accompanying product supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement
and in the documents incorporated by reference in the accompanying prospectus, 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 the business of Citigroup Inc. more
generally.
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You May Lose Some or All of Your Investment
Unlike conventional debt securities, the notes do not repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlier. If the underlier depreciates
by more than the buffer amount, you will receive less than the stated principal amount of your notes at maturity. You should
understand that any depreciation of the underlier beyond the buffer amount will result in a loss of more than 1% of the stated principal
amount for each 1% by which the depreciation exceeds the buffer amount, which will progressively offset any protection that the buffer
amount would offer. Accordingly, the lower the final underlier level, the less benefit you will receive from the buffer. There
is no minimum payment at maturity, and you may lose up to all of your investment.
The Initial Underlier Level Will Be Determined
at the Discretion of CGMI, as the Calculation Agent
The initial underlier level may be an intraday level of the underlier
on the trade date, as determined by the calculation agent in its sole discretion, and may not be based on the closing level of the underlier
on such trade date. The initial underlier level may be higher or lower than the actual closing level of the underlier on the
trade date. Although the calculation agent will determine the initial underlier level in good faith, the discretion exercised
by the calculation agent in determining the initial underlier level could have an impact (positive or negative) on the value of your notes.
The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions that might affect
the value of your notes, including the determination of the initial underlier level.
The Notes Do Not Pay Interest
Unlike conventional debt securities, the notes do not pay interest or
any other amounts prior to maturity. You should not invest in the notes if you seek current income during the term of the notes.
Your Potential Return On the Notes Is Limited
Your potential total return on the notes at maturity is limited by the
maximum settlement amount. Any increase in the final underlier level over the cap level will not increase your return on the
notes and will progressively reduce the effective degree of your participation in the appreciation of the underlier.
The Determination Date of the Notes Is a Pricing
Term and Will Be Determined by the Issuer on the Trade Date
We will not determine the determination date
until the trade date, so you will not know the exact term of, or the maturity date for, the notes at the time that you make your investment
decision. The term of the notes could be as short as the shorter end of the determination date range described on PS-4, and as long as
the longer end of the determination date range. You should be willing to hold your notes until the latest possible maturity date contemplated
by the determination date range. The determination date selected by us could have an impact on the value of the notes. Assuming no changes
in other economic terms of the notes, the value of the notes would likely be lower if the term of the notes is at the longer end of the
determination date range, rather than the shorter end of the determination date range.
Investing in the Notes Is Not Equivalent to
Investing in the Underlier or the Stocks that Constitute the Underlier
You
will not have voting rights, rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute
the underlier. As of October 18, 2021, the average dividend yield of the stocks that constitute the underlier was approximately 2.602%
per year. While it is impossible to know the future dividend yield of the stocks that constitute the underlier, if this average dividend
yield were to remain constant for the term of the notes, you would be forgoing an aggregate yield of approximately 6.07%
(assuming no reinvestment of dividends and assuming the determination date is set at the most distant date in the range set forth on
the cover page) by investing in the notes instead of investing directly in the stocks that constitute the underlier or in another investment
linked to the underlier that provides for a pass-through of dividends. The payment scenarios described in this pricing supplement do
not show any effect of lost dividend yield over the term of the notes.
Your Payment at Maturity Depends on the Closing
Level of the Underlier on a Single Day
Because your payment at maturity depends on the closing level of the
underlier solely on the determination date, you are subject to the risk that the closing level of the underlier on that day may be lower,
and possibly significantly lower, than on one or more other dates during the term of the notes. If you had invested in another instrument
linked to the underlier that you could sell for full value at a time selected by you, or if the payment at maturity were based on an average
of closing levels of the underlier, you might have achieved better returns.
The Notes Are Subject to the Credit Risk of
Citigroup Global Markets Holdings Inc. and Citigroup Inc.
If we default on our obligations under the notes and Citigroup Inc.
defaults on its guarantee obligations, you may not receive anything owed to you under the notes.
The Notes Will Not Be Listed on Any Securities
Exchange 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 and
to provide an indicative bid price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined
in CGMI’s sole discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation
by CGMI that the notes can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid
prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market
at 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.
The Estimated Value of the Notes on the Trade
Date, Based on CGMI’s Proprietary Pricing Models and Our Internal Funding Rate, Will Be Less than the Issue Price
The difference is attributable to certain costs associated with selling,
structuring and hedging the notes that are included in the issue price. These costs include (i) hedging and other costs incurred by us
and our affiliates in connection with the offering of the notes and (ii) the expected profit (which may be more or less than actual profit)
to CGMI or other of our affiliates in connection with hedging our obligations under the notes. These costs also include a fee paid to
SIMON Markets LLC, an electronic platform affiliated with Goldman Sachs & Co. LLC, who is acting as a dealer in connection with the
distribution of the notes. These costs adversely affect the economic terms of the notes because, if they were lower, the economic terms
of the notes would be more favorable to you. The economic terms of the notes are also likely to be adversely affected by the use of our
internal funding rate, rather than our secondary market rate, to price the notes. See “The Estimated Value of the Notes Would Be
Lower if It Were Calculated Based on Our Secondary Market Rate” below.
The Estimated Value of the Notes Was Determined
for Us by Our Affiliate Using Proprietary Pricing Models
CGMI derived the estimated value disclosed on the cover page of this
pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its
models, such as the volatility of the underlier, dividend yields on the stocks that constitute the underlier and interest rates. CGMI’s
views on these inputs may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests may
conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the
value of the notes. Moreover, the estimated value of the notes set forth on the cover page of this pricing supplement may differ from
the value that we or our affiliates may determine for the notes for other purposes, including for accounting purposes. You should not
invest in the notes because of the estimated value of the notes. Instead, you should be willing to hold the notes to maturity irrespective
of the initial estimated value.
The Estimated Value of the Notes Would Be Lower
if It Were Calculated Based on Our Secondary Market Rate
The estimated value of the notes included in this pricing supplement
is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance of the
notes. Our internal funding rate is generally lower than our secondary market rate, which is the rate that CGMI will use in determining
the value of the notes for purposes of any purchases of the notes from you in the secondary market. If the estimated value included in
this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine
our internal funding rate based on factors such as the costs associated with the notes, which are generally higher than the costs associated
with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we
will pay to investors in the notes, which do not bear interest.
Because there is not an active market for traded instruments referencing
our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments referencing
the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the notes, but subject to adjustments
that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness,
but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted for discretionary factors
such as CGMI’s preferences with respect to purchasing the notes prior to maturity.
The Estimated Value of the Notes Is Not an
Indication of the Price, if Any, at Which CGMI or Any Other Person May Be Willing to Buy the Notes From You in the Secondary Market
Any such secondary market price will fluctuate over the term of
the notes based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in
this pricing supplement, any value of the notes determined for purposes of a secondary market transaction will be based on our
secondary market rate, which will likely result in a lower value for the notes than if our internal funding rate were used. In
addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate
stated principal amount of the notes to be purchased in the secondary market transaction, and the expected cost of unwinding related
hedging transactions. As a result, it is likely that any secondary market price for the notes will be less than the issue price.
The Value of the Notes Prior to Maturity Will
Fluctuate Based on Many Unpredictable Factors
The value of your notes prior to maturity will fluctuate based on the
level and volatility of the underlier and a number of other factors, including the price and volatility of the stocks that constitute
the underlier, the dividend yields on the stocks that constitute the underlier, the volatility of the exchange rate between the U.S. dollar
and each of the currencies in which the stocks that constitute the underlier trade, the correlation between those exchange rates and the
level of the underlier, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness,
as reflected in our secondary market rate. Changes in the level of the underlier may not result in a comparable change in the value of
your notes. You should understand that the value of your notes at any time prior to maturity may be significantly less than the issue
price.
If the Level of the Underlier Changes, the
Market Value of Your Notes May Not Change in the Same Manner
Your notes may trade quite differently from the performance of the underlier. Changes
in the level of the underlier may not result in a comparable change in the market value of your notes. We discuss some of the
reasons for this disparity under “— The Value of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors”
above.
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
The amount of this temporary upward adjustment will steadily decline
to zero over the temporary adjustment period. See “Valuation of the Notes” in this pricing supplement.
Fluctuations in Exchange Rates Will Affect
the Level of the Underlier
Because the stocks that constitute the underlier are traded in foreign
currencies and the level of the underlier is based on the U.S. dollar value of the stocks that constitute the underlier, holders of the
notes will be exposed to currency exchange rate risk with respect to each of the currencies in which those stocks trade. Exchange rate
movements for a particular currency are volatile and are the result of numerous factors specific to the relevant country, including the
supply of, and the demand for, those foreign currencies, as well as government policy, intervention or actions, but are also influenced
significantly from time to time by political or economic developments, and by macroeconomic factors and speculative actions related to
each applicable region. If the U.S. dollar strengthens against the currencies in which those stocks trade, the level of the underlier
will be adversely affected for that reason alone and the payment at maturity on the notes may be reduced. Of particular importance to
potential currency exchange risk are: governmental interventions; existing and expected rates of inflation; existing and expected interest
rate levels; the balance of payments; and the extent of governmental surpluses or deficits in the applicable countries and the United
States. All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of the applicable
countries and the United States and other countries important to international trade and finance.
The Underlying Index is Subject to Risks Associated
with Non-U.S. Markets
Investments in securities linked to the value of non-U.S. stocks involve
risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention
in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information
about companies in some of these jurisdictions than about U.S. companies that are subject to the reporting requirements of the SEC. Further,
non-U.S. companies are generally subject to accounting, auditing and financial reporting standards and requirements and securities trading
rules that are different from those applicable to U.S. reporting companies. The prices of securities in foreign markets may be affected
by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic
and fiscal policies and currency exchange laws. Moreover, the economies in such countries may differ favorably or unfavorably from the
economy of the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources
and self-sufficiency.
Our Offering of the Notes Does Not Constitute
a Recommendation of the Underlier
The fact that we are offering the notes does not mean that we believe
that investing in an instrument linked to the underlier is likely to achieve favorable returns. In fact, as we are part of a global financial
institution, our affiliates may have positions (including short positions) in the stocks that constitute the underlier or in instruments
related to the underlier or such stocks and may publish research or express opinions, that in each case are inconsistent with an investment
linked to the underlier. These and other activities of our affiliates may affect the level of the underlier in a way that has a negative
impact on your interests as a holder of the notes.
The Level of the Underlier May Be Adversely
Affected by Our or Our Affiliates’ Hedging and Other Trading Activities
We expect to hedge our obligations under the notes through CGMI or
other of our affiliates, or through a dealer participating in this offering or its affiliates, who may take positions directly in
the stocks that constitute the underlier and other financial instruments related to the underlier or such stocks and may adjust such
positions during the term of the notes. Our affiliates also trade the stocks that constitute the underlier and other financial
instruments related to the underlier or such stocks on a regular basis (taking long or short positions or both), for their accounts,
for other accounts under their management or to facilitate transactions on behalf of customers. Any dealer participating in the
offering of the notes or its affiliates may engage in similar activities. These activities could affect the level of the underlier
in a way that negatively affects the value of the notes. They could also result in substantial returns for us or our affiliates or
any dealer or its affiliates while the value of the notes declines. If the dealer from which you purchase notes is to conduct
hedging activities for us in connection with the notes, that dealer may profit in connection with such hedging activities and such
profit, if any, will be in addition to the compensation that the dealer receives for the sale of the notes to you. You should be
aware that the potential to earn fees in connection with hedging activities may create a further incentive for the dealer to sell
the notes to you in addition to the compensation they would receive for the sale of the notes.
We and Our Affiliates May Have Economic Interests
That Are Adverse to Yours as a Result of Our Affiliates’ Business Activities
Our affiliates may currently or from time to time engage in business
with the issuers of the stocks that constitute the underlier, including extending loans to, making equity investments in or providing
advisory services to such issuers. In the course of this business, we or our affiliates may acquire non-public information about such
issuers, which we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise
any remedies against such issuer that are available to them without regard to your interests. Any dealer participating in the offering
of the notes or its affiliates may engage in similar activities.
The Calculation Agent, Which Is an Affiliate
of Ours, Will Make Important Determinations With Respect to the Notes
If certain events occur, such as market disruption events or the discontinuance
of the underlier, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your payment
at maturity. In making these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to
your interests as a holder of the notes.
Adjustments to the Underlier May Affect the
Value of Your Notes
The underlier sponsor may add, delete or substitute the stocks that
constitute the underlier or make other methodological changes that could affect the level of the underlier. The underlier sponsor may
discontinue or suspend calculation or publication of the underlier at any time without regard to your interests as holders of the notes.
We May Sell an Additional Aggregate Stated
Principal Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate stated
principal amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent
sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.
If You Purchase Your Notes at a Premium to
the Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Stated Principal Amount
and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
The cash settlement amount will not be adjusted based on the issue price
you pay for the notes. If you purchase notes at a price that differs from the stated principal amount of the notes, then the return on
your investment in such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes
purchased at the stated principal amount. If you purchase your notes at a premium to the stated principal amount and hold them to the
stated maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at
the stated principal amount or a discount to the stated principal amount. In addition, the impact of the buffer level and the cap level
on the return on your investment will depend upon the price you pay for your notes relative to the stated principal amount. For example,
if you purchase your notes at a premium to the stated principal amount, the cap level will only permit a lower percentage increase in
your investment in the notes than would have been the case for notes purchased at the stated principal amount or a discount to the stated
principal amount. Similarly, the buffer level, while still providing some protection for the return on the notes, will allow a greater
percentage decrease in your investment in the notes than would have been the case for notes purchased at the stated principal amount or
a discount to the stated principal amount.
The U.S. Federal Tax Consequences of an Investment
in the Notes Are Unclear
There is no direct legal authority regarding the proper U.S. federal
tax treatment of the notes, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently,
significant aspects of the tax treatment of the notes are uncertain, and the IRS or a court might not agree with the treatment of the
notes as prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the notes, the tax
consequences of the ownership and disposition of the notes might be materially and adversely affected. Moreover, future legislation,
Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the notes, possibly retroactively.
If you are a non-U.S. investor, you should review the discussion of
withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.
You should read carefully the discussion under
“United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your
tax adviser regarding the U.S. federal tax consequences of an investment in the notes, as well as tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
THE UNDERLIER
The MSCI EAFE® Index was developed by MSCI Inc. as an
equity benchmark for international stock performance, and is designed to measure large- and mid-cap equity market performance in certain
developed markets outside of North America. It is calculated, maintained and published by MSCI Inc. The MSCI EAFE®
Index is reported by Bloomberg, L.P. under the ticker symbol “MXEA.” “MSCI EAFE® Index” is a trademark
of MSCI Inc. and has been licensed for use by CGMI and certain of its affiliates. For more information, see “Equity Index
Descriptions—The MSCI Indices—License Agreement” in the accompanying underlying supplement.
Please refer to the section “Equity Index Descriptions—The
MSCI Indices” in the accompanying underlying supplement for important disclosures regarding the underlier. Additional
information is available on the underlier sponsor’s website (including information regarding (i) the underlier’s top ten constituents,
(ii) the underlier’s sector weightings and (iii) the underlier’s country weightings). We are not incorporating
by reference the website or any material it includes in this document. Neither the issuer nor CGMI makes any representation
that such publicly available information regarding the underlier is accurate or complete.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and may,
in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier
during the period shown below is not an indication that the level of the underlier is more or less likely to increase or decrease at any
time during the life of your notes. Although the official closing levels of the MSCI EAFE® Index are published to three
decimal places by the underlier sponsor, Bloomberg Financial Services reports the levels of the MSCI EAFE® Index to fewer
decimal places.
You should not take the historical levels of the underlier as an
indication of the future performance of the underlier. We cannot give you any assurance that the future performance of the underlier
will result in your receiving an amount greater than (or equal to) the stated principal amount of your notes on the maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the underlier. The actual performance of the underlier over the life of the notes, as well as the
cash settlement amount, may bear little relation to the historical levels shown below.
The
graph below shows the closing level of the underlier for each day such level was available from January 4, 2016 to October 18, 2021.
We obtained the closing levels from Bloomberg L.P., without independent verification.
The closing level of the underlier on October 18, 2021 was 2,314.39.
UNITED STATES FEDERAL TAX CONSIDERATIONS
You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and
“Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP, a note
should be treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a note, you agree (in the
absence of an administrative determination or judicial ruling to the contrary) to this treatment. There is uncertainty regarding
this treatment, and the IRS or a court might not agree with it. Moreover, our counsel’s opinion is based on market conditions as
of the date of this preliminary pricing supplement and is subject to confirmation on the pricing date.
Assuming this treatment of the notes is respected and subject to the
discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal
income tax consequences should result under current law:
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You should not recognize taxable income over the term of the notes prior to
maturity, other than pursuant to a sale or exchange.
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Upon a sale or exchange of a note (including retirement at maturity), you
should recognize capital gain or loss equal to the difference between the amount realized and your tax basis in the note. Such
gain or loss should be long-term capital gain or loss if you held the note for more than one year.
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We do not plan to request a ruling from the IRS regarding the treatment
of the notes. An alternative characterization of the notes could materially and adversely affect the tax consequences of ownership and
disposition of the notes, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS
have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and
similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore,
members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations
or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment
in the notes, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative tax treatments of the
notes and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and in “United
States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying
product supplement) of the notes, you generally should not be subject to U.S. federal withholding or income tax in respect of any amount
paid to you with respect to the notes, provided that (i) income in respect of the notes is not effectively connected with your conduct
of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S.
Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”) or indices that
include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic
performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However,
the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2023 that do not have a “delta”
of one. Based on the terms of the notes and representations provided by us as of the date of this preliminary pricing supplement,
our counsel is of the opinion that the notes should not be treated as transactions that have a “delta” of one within the meaning
of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m). However,
the final determination regarding the treatment of the notes under Section 871(m) will be made as of the pricing date for the notes, and
it is possible that the notes will be subject to withholding tax under Section 871(m) based on the circumstances as of that date.
A determination that the notes are not subject to Section 871(m) is
not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application
may depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding
the potential application of Section 871(m) to the notes.
If withholding tax applies to the notes, we will not be required to
pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States Federal
Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that
section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning
and disposing of the notes.
You should also consult your tax adviser regarding all aspects of
the U.S. federal income and estate tax consequences of an investment in the notes and any tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.
VALUATION OF THE NOTES
CGMI calculated the estimated value of the notes set forth on the cover
page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated value
for the notes by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the notes,
which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying the economic
terms of the notes (the “derivative component”). CGMI calculated the estimated value of the bond component using a discount
rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing
model, which generated a theoretical price for the instruments that constitute the derivative component based on various inputs, including
the factors described under “Summary Risk Factors—The Value of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable
Factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable
or may be based on assumptions made by CGMI in its discretionary judgment.
The estimated value of the notes is a function of the terms of the notes
and the inputs to CGMI’s proprietary pricing models. The range for the estimated value of the notes set forth on the cover page
of this preliminary pricing supplement reflects terms of the notes that have not yet been fixed as well as uncertainty on the date of
this preliminary pricing supplement about the inputs to CGMI’s proprietary pricing models on the trade date.
For a period of approximately three 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 three-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See “Summary Risk Factors —
The Notes Will Not Be Listed on Any Securities Exchange and You May Not Be Able to Sell Them Prior to Maturity.”
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