Autocallable Securities Linked to the
Worst Performing of the Invesco QQQ TrustSM, Series 1 and the SPDR® S&P 500® ETF Trust Due
December 22, 2022
KEY TERMS
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
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Underlyings:
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Underlying
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Initial underlying value*
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Final barrier value**
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Equity ratio***
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Invesco QQQ TrustSM, Series 1
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$
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$
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SPDR® S&P 500® ETF Trust
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$
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$
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*For
each underlying, its closing value on the pricing date
**For
each underlying, 80.00% of its initial underlying value
***For each underlying,
the stated principal amount divided by its initial underlying value
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Stated principal amount:
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$1,000 per security
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Pricing date:
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December 10, 2021
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Issue date:
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December 15, 2021
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Valuation dates:
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March 10, 2022, June 10, 2022, September 12, 2022 and December 19, 2022 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
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Maturity date:
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Unless earlier redeemed, December 22, 2022
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Automatic early redemption:
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If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on that valuation date is greater than or equal to its initial underlying value, the securities will be automatically redeemed on the fifth business day immediately following that valuation date for an amount in cash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemed following any valuation date prior to the final valuation date, they will cease to be outstanding and you will not receive the premium applicable to any later valuation date.
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Payment at maturity:
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If the securities are not automatically redeemed prior to maturity,
you will receive at maturity for each security you then hold:
§ If
the final underlying value of the worst performing underlying on the final valuation date is greater than or equal to its final
barrier value: $1,000 + the premium applicable to the final valuation date
§ If
the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value:
a fixed number of underlying shares of the worst performing
underlying on the final valuation date equal to its equity ratio (or, if we elect, the cash value of those shares based on its final
underlying value)
If the securities are not automatically redeemed prior to maturity
and the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value, you
will receive underlying shares (or, in our sole discretion, cash) that will be worth significantly less than the stated principal amount
of your securities, and possibly nothing, at maturity.
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Listing:
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The securities will not be listed on any securities exchange
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Underwriter:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
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Underwriting fee and issue price:
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Issue price(1)
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Underwriting fee(2)
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Proceeds to issuer
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Per security:
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$1,000.00
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$10.00
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$990.00
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Total:
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$
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$
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$
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(Key Terms continued on next page)
(1) Citigroup Global Markets Holdings
Inc. currently expects that the estimated value of the securities on the pricing date will be at least $907.00 per security, which will
be less than the issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models 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 securities from you at any time after issuance. See “Valuation of the
Securities” in this pricing supplement.
(2) For more information on the distribution
of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee,
CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines.
See “Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the securities involves risks not associated with an
investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the
accompanying product supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is
a criminal offense.
You should read this pricing supplement together
with the accompanying product supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Product Supplement No. EA-02-09 dated May 11, 2021 Prospectus Supplement and Prospectus each dated May 11, 2021
The securities 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.
Citigroup Global Markets Holdings Inc.
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KEY TERMS (continued)
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Premium:
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The premium applicable to each valuation date will be determined
on the pricing date and will be at least the percentage indicated below. The premium may be significantly less than the appreciation
of any underlying from the pricing date to the applicable valuation date.
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• March 10, 2022:
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1.75% of the stated principal amount
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• June 10, 2022:
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3.50% of the stated principal amount
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• September 12, 2022:
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5.25% of the stated principal amount
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• December 19, 2022:
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7.00% of the stated principal amount
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Final underlying value:
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For each underlying, its closing value on the final valuation date
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Worst performing underlying:
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For any valuation date, the underlying with the lowest underlying return determined as of that valuation date
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Underlying return:
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For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial underlying value, divided by (ii) its initial underlying value
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CUSIP / ISIN:
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17328NQ50 / US17328NQ500
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Citigroup Global Markets Holdings Inc.
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Additional Information
General. The terms of the securities 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, the
accompanying product supplement contains important information about how the closing value of each underlying will be determined and about
adjustments that may be made to the terms of the securities upon the occurrence of market disruption events and other specified events
with respect to each underlying. It is important that you read the accompanying product supplement, prospectus supplement and prospectus
together with this pricing supplement in deciding whether to invest in the securities. Certain terms used but not defined in this pricing
supplement are defined in the accompanying product supplement.
Closing Value. The “closing value” of each underlying
on any date is the closing price of its underlying shares on such date, as provided in the accompanying product supplement. The “underlying
shares” of the underlyings are their respective shares that are traded on a U.S. national securities exchange. Please see the accompanying
product supplement for more information.
Underlying Prospectuses. In addition to this pricing supplement
and the accompanying product supplement, prospectus supplement and prospectus, you should read the prospectus for each underlying on file
at the SEC website, which can be accessed via the hyperlinks below. The contents of these prospectuses and any documents incorporated
by reference therein are not incorporated by reference herein or in any way made a part hereof.
Prospectus for Invesco QQQ TrustSM, Series 1 dated January
31, 2021:
https://www.sec.gov/Archives/edgar/data/1067839/000119312521019335/d78829d485bpos.htm
Prospectus for SPDR® S&P 500® ETF
Trust dated January 14, 2021:
https://www.sec.gov/Archives/edgar/data/884394/000119312521008848/d100787d485bpos.htm
Citigroup Global Markets Holdings Inc.
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Hypothetical Payment Upon Automatic Early Redemption
The following table illustrates how the amount payable per security
upon automatic early redemption will be calculated if the closing value of the worst performing underlying on any valuation date prior
to the final valuation date is greater than or equal to its initial underlying value. The table assumes that the premium applicable to
each valuation date will be set at the lowest value indicated under “Key Terms” above. The actual premium applicable to each
valuation date will be determined on the pricing date.
If the first valuation date on which the closing value of the worst performing underlying on that valuation date is greater than or equal to its initial underlying value is...
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...then you will receive the following payment per security upon automatic early redemption:
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March 10, 2022
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$1,000.00 + applicable premium = $1,000.00 + $17.50 = $1,017.50
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June 10, 2022
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$1,000.00 + applicable premium = $1,000.00 + $35.00 = $1,035.00
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September 12, 2022
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$1,000.00 + applicable premium = $1,000.00 + $52.50 = $1,052.50
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If, on any valuation date prior to the final valuation date, the
closing value of an underlying is greater than or equal to its initial underlying value, but the closing value of the other underlying
is less than its initial underlying value, you will not receive the premium indicated above following that valuation date. In order to
receive the premium indicated above, the closing value of each underlying on the applicable valuation date must be greater than
or equal to its initial underlying value.
Payment at Maturity Diagram
The
diagram below illustrates the value of what you would receive at maturity of the securities, assuming the securities have not previously
been automatically redeemed, for a range of hypothetical underlying returns of the worst performing underlying on the final valuation
date. Your payment at maturity (if the securities are not earlier automatically redeemed) will be determined based solely on the performance
of the worst performing underlying on the final valuation date. For purposes of the diagram, the value of any underlying shares you receive
at maturity is based on the final underlying value of the worst performing underlying on the final valuation date, which is the closing
value on the final valuation date of the worst performing underlying on that valuation date. On the maturity date, the value of any underlying
shares you receive may differ from their value on the final valuation date. The diagram assumes that the premium applicable to the final
valuation date will be set at the lowest value indicated under “Key Terms” above. The actual premium applicable to the final
valuation date will be determined on the pricing date.
Investors in the securities will not receive any dividends with respect
to the underlyings. The diagram and examples below do not show any effect of lost dividend yield over the term of the securities.
See “Summary Risk Factors—You will not receive dividends or have any other rights with respect to the underlyings unless and
until you receive underlying shares at maturity” below.
Payment at Maturity Diagram
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n The Securities
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n The Worst Performing Underlying on the Final Valuation Date
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Citigroup Global Markets Holdings Inc.
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Hypothetical Examples of the Payment at Maturity
The examples below are intended to illustrate how, if the securities
are not automatically redeemed prior to maturity, your payment at maturity will depend on the final underlying value of the worst performing
underlying on the final valuation date. Your actual payment at maturity per security, if the securities are not automatically redeemed
prior to maturity, will depend on the actual final underlying value of the worst performing underlying on the final valuation date. The
examples are solely for illustrative purposes, do not show all possible outcomes and are not a prediction of any payment that may be made
on the securities.
The examples below are based on the following hypothetical values and
do not reflect the actual initial underlying values, final barrier values or equity ratios of the underlyings. For the actual initial
underlying value, final barrier value and equity ratio of each underlying, see the cover page of this pricing supplement. We have used
these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the securities work.
However, you should understand that what you actually receive at maturity will be determined based on the actual initial underlying value,
final barrier value and equity ratio of each underlying, and not the hypothetical values indicated below. For ease of analysis, figures
below have been rounded. The examples below assume that the premium applicable to the final valuation date will be set at the lowest value
indicated under “Key Terms” above. The actual premium applicable to the final valuation date will be determined on the pricing
date.
Underlying
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Hypothetical initial underlying value
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Hypothetical final barrier value
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Hypothetical equity ratio
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Invesco QQQ TrustSM, Series 1
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$100.00
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$80.00 (80.00% of its hypothetical initial underlying value)
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10.00000
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SPDR® S&P 500® ETF Trust
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$100.00
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$80.00 (80.00% of its hypothetical initial underlying value)
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10.00000
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Example 1—Upside
Scenario. The final underlying value of the worst performing underlying on the final valuation date is $110.00, resulting in a 10.00%
underlying return for the worst performing underlying on the final valuation date. In this example, the final underlying value of the
worst performing underlying on the final valuation date is greater than its final barrier value.
Underlying
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Hypothetical final underlying value
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Hypothetical underlying return
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Invesco QQQ TrustSM, Series 1*
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$110.00
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10.00%
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SPDR® S&P 500® ETF Trust
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$150.00
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50.00%
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* Worst performing underlying on the final valuation date
Payment at maturity per security = $1,000 + the premium applicable
to the final valuation date
= $1,000 + $70
= $1,070
In this scenario, because the final underlying value of the worst performing
underlying on the final valuation date is greater than its final barrier value, you would be repaid the stated principal amount of your
securities at maturity plus the premium applicable to the final valuation date.
Example 2—Downside Scenario. The final underlying value
of the worst performing underlying on the final valuation date is $30.00, resulting in a -70.00% underlying return for the worst performing
underlying on the final valuation date. In this example, the final underlying value of the worst performing underlying on the final valuation
date is less than its final barrier value. Accordingly, at maturity, you would receive for each security you then hold a fixed
number of underlying shares of the worst performing underlying on the final valuation date equal to its equity ratio (or, at our option,
the cash value thereof).
Underlying
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Hypothetical final underlying value
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Hypothetical underlying return
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Invesco QQQ TrustSM, Series 1
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$110.00
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10.00%
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SPDR® S&P 500® ETF Trust*
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$30.00
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-70.00%
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* Worst performing underlying on the final valuation date
In this scenario, the value of a number of underlying shares of the
worst performing underlying on the final valuation date equal to its equity ratio, based on its final underlying value, would be $300.00.
Therefore, the value of the underlying shares of the worst performing underlying on the final valuation date (or, in our discretion, cash)
you receive at maturity would be significantly less than the stated principal amount of your securities. You would incur a loss based
on the performance of the worst performing underlying on the final valuation date.
If the final underlying value of the worst performing underlying on
the final valuation date is less than its final barrier value, we will have the option to deliver to you on the maturity date either a
number of underlying shares of the worst performing underlying on the final valuation date equal to its equity ratio or the cash value
of those underlying shares based on their final underlying value. The value of those underlying shares on the maturity date may be different
than their final underlying value.
It is possible that the final underlying value of the worst performing
underlying on the final valuation date will be less than its final barrier value, such that you will receive significantly less than the
stated principal amount of your securities, and possibly nothing, at maturity.
Citigroup Global Markets Holdings Inc.
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Summary Risk Factors
An investment in the securities is significantly riskier than an investment
in conventional debt securities. The securities 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 securities,
and are also subject to risks associated with each underlying. Accordingly, the securities are suitable only for investors who are capable
of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors as to the
risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment in the
securities 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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§
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You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do not provide
for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior
to maturity, your payment at maturity will depend on the final underlying value of the worst performing underlying on the final valuation
date. If the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value,
you will not receive the stated principal amount of your securities at maturity and, instead, will receive underlying shares of the worst
performing underlying on the final valuation date (or, in our sole discretion, cash based on its final underlying value) that will be
worth significantly less than the stated principal amount and possibly nothing. There is no minimum payment at maturity on the securities,
and you may lose up to all of your investment.
|
We may elect, in our sole discretion, to pay you cash at maturity
in lieu of delivering any underlying shares of the worst performing underlying on the final valuation date. If we elect to pay you cash
at maturity in lieu of delivering any underlying shares of the worst performing underlying on the final valuation date, the amount of
that cash may be less than the market value on the maturity date of the underlying shares of the worst performing underlying on the final
valuation date because the market value will likely fluctuate between the final valuation date and the maturity date. Conversely, if we
do not exercise our cash election right and instead deliver underlying shares of the worst performing underlying on the final valuation
date to you on the maturity date, the market value of such underlying shares may be less than the cash amount you would have received
if we had exercised our cash election right. We will have no obligation to take your interests into account when deciding whether to exercise
our cash election right.
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§
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Your potential return on the securities is limited. Your potential return on the securities is limited to the applicable premium
payable upon automatic early redemption or at maturity, as described on the cover page of this pricing supplement. If the closing value
of the worst performing underlying on one of the valuation dates prior to the final valuation date is greater than or equal to its initial
underlying value, or if the final underlying value of the worst performing underlying on the final valuation date is greater than or equal
to its final barrier value, you will be repaid the stated principal amount of your securities and will receive the fixed premium applicable
to that valuation date, regardless of how significantly the closing value of the worst performing underlying on that valuation date may
exceed its initial underlying value. Accordingly, any premium may result in a return on the securities that is significantly less than
the return you could have achieved on a direct investment in any or all of the underlyings.
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§
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The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest prior to maturity.
You should not invest in the securities if you seek current income during the term of the securities.
|
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§
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The securities are subject to heightened risk because they have multiple underlyings. The securities are more risky than similar
investments that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one underlying
will perform poorly, adversely affecting your return on the securities.
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|
§
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The securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying performs
poorly. You are subject to risks associated with each of the underlyings. If any one underlying performs poorly, you will be negatively
affected. The securities are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would
be better than the performance of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of the
underlyings is the worst performing underlying.
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|
§
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You will not benefit in any way from the performance of any better performing underlying. The return on the securities depends
solely on the performance of the worst performing underlying, and you will not benefit in any way from the performance of any better performing
underlying.
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§
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You will be subject to risks relating to the relationship between the underlyings. It is preferable from your perspective for
the underlyings to be correlated with each other, in the sense that their closing values tend to increase or decrease at similar times
and by similar magnitudes. By investing in the securities, you assume the risk that the underlyings will not exhibit this relationship.
The less correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities.
All that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly. It is impossible to predict
what the relationship between the underlyings will be over the term of the securities. The underlyings differ in significant ways and,
therefore, may not be correlated with each other.
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§
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The securities may be automatically redeemed prior to maturity, limiting the term of the securities. If the closing value of
the worst performing underlying on any valuation date (other than the final valuation date) is greater than or equal to its initial underlying
value, the securities will be automatically redeemed. If the securities are automatically redeemed following any valuation date prior
to the final valuation date, they will cease to be outstanding and you will not receive the premium applicable to any later
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Citigroup Global Markets Holdings Inc.
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valuation
date. Moreover, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of
risk.
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§
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The securities offer downside exposure to the worst performing underlying, but no upside exposure to any underlying. You
will not participate in any appreciation in the value of any underlying over the term of the securities. Consequently, your return
on the securities will be limited to the applicable
premium payable upon an automatic early redemption or at maturity and may be significantly less than the return on any underlying over
the term of the securities.
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§
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You will not receive dividends or have any other rights with respect to the underlyings unless and until you receive underlying
shares of the worst performing underlying on the final valuation date at maturity. You will not receive any dividends with respect
to the underlyings unless and until you receive underlying shares of the worst performing underlying on the final valuation date at maturity.
This lost dividend yield may be significant over the term of the securities. The payment scenarios described in this pricing supplement
do not show any effect of such lost dividend yield over the term of the securities. In addition, you will not have voting rights or any
other rights with respect to the underlyings or the stocks held by the underlyings. If any change to the underlying shares of the worst
performing underlying on the final valuation date is proposed, such as an amendment to that underlying’s organizational documents,
you will not have the right to vote on such change, but you will be subject to such change in the event you receive underlying shares
of the worst performing underlying on the final valuation date at maturity. Any such change may adversely affect the market value of the
underlying shares of the worst performing underlying on the final valuation date.
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§
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The performance of the securities will depend on the closing values of the underlyings solely on the valuation dates, which makes
the securities particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates. Whether
the securities will be automatically redeemed prior to maturity will depend on the closing values of the underlyings solely on the valuation
dates (other than the final valuation date), regardless of the closing values of the underlyings on other days during the term of the
securities. If the securities are not automatically redeemed prior to maturity, what you receive at maturity will depend solely on the
closing value of the worst performing underlying on the final valuation date, and not on any other day during the term of the securities.
Because the performance of the securities depends on the closing values of the underlyings on a limited number of dates, the securities
will be particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates. You should understand
that the closing value of each underlying has historically been highly volatile.
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§
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The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on
our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you
under the securities.
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§
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The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The securities
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently
intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily
basis. Any indicative bid price for the securities 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 securities 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 securities because it is likely
that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared
to hold the securities until maturity.
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§
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The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging
the securities that are included in the issue price. These costs include (i) any selling concessions or other fees paid in connection
with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of
the securities and (iii) 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 securities. These costs adversely affect the economic terms of the securities because, if they
were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely
to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See
“The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.
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|
§
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The estimated value of the securities 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, and correlation between, the closing values of
the underlyings, dividend yields on the underlyings 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 securities. Moreover, the estimated value of the securities
set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities
for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities.
Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.
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§
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The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated
value of the securities 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 securities. 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 securities for purposes of any purchases of the securities
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
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Citigroup Global Markets Holdings Inc.
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associated
with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that is
payable on the securities.
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 securities, 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 securities prior to maturity.
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§
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The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing
to buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of the securities
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 securities 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 securities than if our internal funding rate were used. In addition, any secondary
market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount
of the securities 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 securities will be less than the issue price.
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§
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The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities
prior to maturity will fluctuate based on the closing values of the underlyings, the volatility of, and correlation between, the closing
values of the underlyings, dividend yields on the underlyings, interest rates generally, the time remaining to maturity and our and Citigroup
Inc.’s creditworthiness, as reflected in our secondary market rate, among other factors described under “Risk Factors Relating
to the Securities—Risk Factors Relating to All Securities—The value of your securities prior to maturity will fluctuate based
on many unpredictable factors” in the accompanying product supplement. Changes in the closing values of the underlyings may not
result in a comparable change in the value of your securities. You should understand that the value of your securities at any time prior
to maturity may be significantly less than the issue price.
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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 Securities” in this pricing
supplement.
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Our offering of the securities is not a recommendation of any underlying. The fact that we are offering the securities does
not mean that we believe that investing in an instrument linked to the underlyings 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 underlyings or in
instruments related to the underlyings, and may publish research or express opinions, that in each case are inconsistent with an investment
linked to the underlyings. These and other activities of our affiliates may affect the closing values of the underlyings in a way that
negatively affects the value of and your return on the securities.
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The closing value of an underlying may be adversely affected by our or our affiliates’ hedging and other trading activities.
We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions in the underlyings
or in financial instruments related to the underlyings and may adjust such positions during the term of the securities. Our affiliates
also take positions in the underlyings or in financial instruments related to the underlyings 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.
These activities could affect the closing values of the underlyings in a way that negatively affects the value of and your return on the
securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.
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We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.
Our affiliates engage in business activities with a wide range of companies. These activities include extending loans, making and facilitating
investments, underwriting securities offerings and providing advisory services. These activities could involve or affect the underlyings
in a way that negatively affects the value of and your return on the securities. They could also result in substantial returns for us
or our affiliates while the value of the securities declines. In addition, in the course of this business, we or our affiliates may acquire
non-public information, which will not be disclosed to you.
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The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If
certain events occur during the term of the securities, such as market disruption events and other events with respect to an underlying,
CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your return on the securities.
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 securities. See “Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The calculation
agent, which is an affiliate of ours, will make important determinations with respect to the securities” in the accompanying product
supplement.
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Even if an underlying pays a dividend that it identifies as special or extraordinary, no adjustment will be required under the
securities for that dividend unless it meets the criteria specified in the accompanying product supplement. In general, an adjustment
will not be made under the terms of the securities for any cash dividend paid by an underlying unless the amount of the dividend per share,
together with any other dividends paid in the same quarter, exceeds the dividend paid per share in the most recent quarter by an amount
equal to at least 10% of the closing value of that underlying on the date of declaration of the dividend. Any dividend will reduce the
closing value of the underlying by the amount of the dividend per share. If an underlying pays any dividend for which an adjustment is
not made under the terms of the securities, holders of the securities will be adversely affected. See “Description of the Securities—Certain
Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments—Certain
Extraordinary Cash Dividends” in the accompanying product supplement.
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Citigroup Global Markets Holdings Inc.
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The securities will not be adjusted for all events that may have a dilutive effect on or otherwise adversely affect the closing
value of an underlying. For example, we will not make any adjustment for ordinary dividends or extraordinary dividends that do not
meet the criteria described above, partial tender offers or additional underlying share issuances. Moreover, the adjustments we do make
may not fully offset the dilutive or adverse effect of the particular event. Investors in the securities may be adversely affected by
such an event in a circumstance in which a direct holder of the underlying shares of an underlying would not.
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The securities may become linked to an underlying other than an original underlying upon the occurrence of a reorganization event
or upon the delisting of the underlying shares of that original underlying. For example, if an underlying enters into a merger agreement
that provides for holders of its underlying shares to receive shares of another entity and such shares are marketable securities, the
closing value of that underlying following consummation of the merger will be based on the value of such other shares. Additionally, if
the underlying shares of an underlying are delisted, the calculation agent may select a successor underlying. See “Description of
the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF” in the accompanying
product supplement.
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The value and performance of the underlying shares of an underlying may not completely track the performance of the underlying
index that the underlying seeks to track or the net asset value per share of the underlying. Each underlying does not fully replicate
the underlying index that it seeks to track and may hold securities different from those included in its underlying index. In addition,
the performance of an underlying will reflect additional transaction costs and fees that are not included in the calculation of its underlying
index. All of these factors may lead to a lack of correlation between the performance of an underlying and its underlying index. In addition,
corporate actions with respect to the equity securities held by an underlying (such as mergers and spin-offs) may impact the variance
between the performance of an underlying and its underlying index. Finally, because the underlying shares are traded on an exchange and
are subject to market supply and investor demand, the closing value of an underlying may differ from the net asset value per share of
an underlying.
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During periods of market volatility, securities included in
an underlying’s underlying index may be unavailable in the secondary market, market participants may be unable to calculate accurately
the net asset value per share of an underlying and the liquidity of an underlying may be adversely affected. This kind of market volatility
may also disrupt the ability of market participants to create and redeem shares of an underlying. Further, market volatility may adversely
affect, sometimes materially, the price at which market participants are willing to buy and sell the underlying shares. As a result, under
these circumstances, the closing value of an underlying may vary substantially from the net asset value per share of an underlying. For
all of the foregoing reasons, the performance of an underlying may not correlate with the performance of its underlying index and/or its
net asset value per share, which could materially and adversely affect the value of the securities and/or reduce your return on the securities.
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Changes that affect the underlyings may affect the value of your securities. The sponsors of the underlyings may at any time
make methodological changes or other changes in the manner in which they operate that could affect the values of the underlyings. We are
not affiliated with any such underlying sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such
changes could adversely affect the performance of the underlyings and the value of and your return on the securities.
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The U.S. federal tax consequences of an investment in the securities are
unclear. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, 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 securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts.
If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition
of the securities might be materially and adversely affected. Even if the treatment of the securities as prepaid forward contracts is
respected, a security may be treated as a “constructive ownership transaction,” with potentially adverse consequences described
below under “United States Federal Tax Considerations.” Moreover, future legislation, Treasury regulations or IRS guidance
could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.
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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 securities, as well as tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Citigroup Global Markets Holdings Inc.
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Information About the Invesco QQQ TrustSM,
Series 1
The Invesco QQQ TrustSM, Series 1 is an exchange-traded fund
that seeks to provide investment results that, before expenses, generally correspond to the performance of the NASDAQ-100 Index®.
The NASDAQ-100 Index® is a modified market capitalization-weighted index of stocks of the 100 largest non-financial companies
listed on the Nasdaq Stock Market based on market capitalization. The Invesco QQQ TrustSM, Series 1 is a registered investment
company.
Information provided to or filed with the SEC by the Invesco QQQ
TrustSM, Series 1 pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended,
can be located by reference to SEC file numbers 333-61001 and 811-08947, respectively, through the SEC’s website at
http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited to, press releases,
newspaper articles and other publicly disseminated documents. The underlying shares of the Invesco QQQ TrustSM, Series 1
trade on the Nasdaq Global Market under the ticker symbol “QQQ.”
You may receive underlying shares of the Invesco QQQ TrustSM,
Series 1 at maturity. Therefore, in making your decision to invest in the securities, you should review the prospectus related to the
Invesco QQQ TrustSM, Series 1 on file at the SEC, which can be accessed via the hyperlink below.
Prospectus dated January 31, 2021: https://www.sec.gov/Archives/edgar/data/1067839/000119312521019335/d78829d485bpos.htm
The contents of that prospectus and any documents incorporated by reference
therein are not incorporated by reference herein or in any way made a part hereof.
We have derived all information regarding the Invesco QQQ TrustSM,
Series 1 from publicly available information and have not independently verified any information regarding the Invesco QQQ TrustSM,
Series 1. This pricing supplement relates only to the securities and not to the Invesco QQQ TrustSM, Series 1. We make no representation
as to the performance of the Invesco QQQ TrustSM, Series 1 over the term of the securities.
The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Invesco QQQ TrustSM, Series 1 is not involved in any way in this
offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the Invesco QQQ TrustSM, Series 1 on
November 29, 2021 was $399.69.
The graph below shows the closing value of the Invesco QQQ TrustSM,
Series 1 for each day such value was available from January 3, 2011 to November 29, 2021. We obtained the closing values from Bloomberg
L.P., without independent verification. You should not take historical closing values as an indication of future performance.
Invesco QQQ TrustSM, Series 1 – Historical Closing Values
January 3, 2011 to November 29, 2021
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Citigroup Global Markets Holdings Inc.
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Information About the SPDR® S&P 500®
ETF Trust
The SPDR® S&P 500® ETF Trust is an
exchange-traded fund that seeks to provide investment results that, before expenses, correspond generally to the performance of the S&P
500® Index. The S&P 500® Index consists of the common stocks of 500 issuers selected to provide a performance
benchmark for the large capitalization segment of the U.S. equity markets. The SPDR® S&P 500® ETF Trust
is managed by State Street Bank and Trust Company (“SSBTC”), as trustee of the SPDR® S&P 500®
ETF Trust and PDR Services LLC (“PDRS”), as sponsor of the SPDR® S&P 500® ETF Trust.
Information provided to or filed with the SEC by the SPDR®
S&P 500® ETF Trust pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended,
can be located by reference to SEC file numbers 033-46080 and 811-06125, respectively, through the SEC’s website at http://www.sec.gov.
In addition, information may be obtained from other sources including, but not limited to, press releases, newspaper articles and other
publicly disseminated documents. The underlying shares of the SPDR® S&P 500® ETF Trust trade on the
NYSE Arca under the ticker symbol “SPY.”
You may receive underlying shares of the SPDR® S&P
500® ETF Trust at maturity. Therefore, in making your decision to invest in the securities, you should review the prospectus
related to the SPDR® S&P 500® ETF Trust on file at the SEC, which can be accessed via the hyperlink
below.
Prospectus dated January 14, 2021: https://www.sec.gov/Archives/edgar/data/884394/000119312521008848/d100787d485bpos.htm
The contents of that prospectus and any documents incorporated by reference
therein are not incorporated by reference herein or in any way made a part hereof.
We have derived all information regarding the SPDR® S&P
500® ETF Trust from publicly available information and have not independently verified any information regarding the SPDR®
S&P 500® ETF Trust. This pricing supplement relates only to the securities and not to the SPDR® S&P
500® ETF Trust. We make no representation as to the performance of the SPDR® S&P 500®
ETF Trust over the term of the securities.
The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the SPDR® S&P 500® ETF Trust is not involved
in any way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the SPDR® S&P 500®
ETF Trust on November 29, 2021 was $464.60.
The graph below shows the closing value of the SPDR®
S&P 500® ETF Trust for each day such value was available from January 3, 2011 to November 29, 2021. We obtained the
closing values from Bloomberg L.P., without independent verification. You should not take historical closing values as an indication of
future performance.
SPDR® S&P 500® ETF Trust – Historical Closing Values
January 3, 2011 to November 29, 2021
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Citigroup Global Markets Holdings Inc.
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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. This discussion does not address the U.S. federal tax consequences of the
ownership or disposition of the underlying shares that you may receive at maturity. You should consult your tax adviser regarding the
U.S. federal tax consequences of the ownership and disposition of the underlying shares.
In the opinion of our counsel, Davis Polk & Wardwell LLP, a security
should be treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security, 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 securities 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 securities prior to maturity, other than pursuant to a sale or exchange.
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Upon a sale or exchange of a security (including retirement at maturity for cash), you should recognize gain or loss equal to the
difference between the amount realized and your tax basis in the security. Subject to the discussion below concerning the potential application
of the “constructive ownership” rules under Section 1260 of the Code, any gain or loss recognized upon a sale, exchange or
retirement of a security should be long-term capital gain or loss if you held the security for more than one year.
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If you receive the underlying shares (and cash in lieu of any fractional shares) at maturity, you should not recognize gain or loss
with respect to the underlying shares received. Instead, you should have an aggregate tax basis in the underlying shares received (including
any fractional shares deemed received) equal to your basis in the securities. Your holding period for any underlying shares received should
start on the day after receipt. With respect to any cash received in lieu of a fractional share, you should recognize capital loss in
an amount equal to the difference between the amount of cash received in lieu of the fractional share and the portion of your tax basis
in the securities that is allocable to the fractional share.
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Even if the treatment of the securities as prepaid forward contracts
is respected, your purchase of a security may be treated as entry into a “constructive ownership transaction,” within the
meaning of Section 1260 of the Code. In that case, all or a portion of any long-term capital gain you would otherwise recognize in respect
of your securities would be recharacterized as ordinary income to the extent such gain exceeded the “net underlying long-term capital
gain.” Any long-term capital gain recharacterized as ordinary income under Section 1260 would be treated as accruing at a constant
rate over the period you held your securities, and you would be subject to an interest charge in respect of the deemed tax liability on
the income treated as accruing in prior tax years. Due to the lack of governing authority under Section 1260, our counsel is not able
to opine as to whether or how Section 1260 applies to the securities. You should read the section entitled “United States Federal
Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Prepaid Forward Contracts—Possible Application
of Section 1260 of the Code” in the accompanying product supplement for additional information and consult your tax adviser regarding
the potential application of the “constructive ownership” rule.
We do not plan to request a ruling from the IRS regarding the treatment
of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership
and disposition of the securities, 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 securities, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative
tax treatments of the securities 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 securities, 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 securities, provided that (i) income in respect of the securities 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 securities and representations provided by us as of the date of this preliminary pricing supplement, our counsel
is of the opinion that the securities 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 securities under Section 871(m) will be made as of the pricing date for
the securities, and it is possible that the securities will be subject to withholding tax under Section 871(m) based on the circumstances
as of that date.
A determination that the securities 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 securities.
Citigroup Global Markets Holdings Inc.
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If withholding tax applies to the securities, 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 securities.
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 securities and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $10.00 for each security sold
in this offering. Broker-dealers affiliated with CGMI, including Citi International Financial Services, Citigroup Global Markets Singapore
Pte. Ltd. and Citigroup Global Markets Asia Limited, and financial advisors employed by such affiliated broker-dealers will collectively
receive a fixed selling concession of $10.00 for each security they sell. For the avoidance of doubt, any fees or selling concessions
described in this pricing supplement will not be rebated if the securities are automatically redeemed prior to maturity.
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.
Valuation of the Securities
CGMI calculated the estimated value of the securities 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 securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on
the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying
the economic terms of the securities (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 securities 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 securities is a function of the terms of
the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement, it is
uncertain what the estimated value of the securities will be on the pricing date because certain terms of the securities have not yet
been fixed and because it is uncertain what the values of the inputs to CGMI’s proprietary pricing models will be on the pricing
date.
For a period of approximately three months following issuance of the
securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated
for the securities 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 securities. 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 securities from investors at any time. See “Summary Risk
Factors—The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
© 2021 Citigroup Global Markets Inc. All rights reserved. Citi
and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the
world.
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