The
information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these
securities has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying 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 JANUARY 13, 2022
|
Citigroup Global Markets Holdings Inc.
|
January
----, 2022
Medium-Term
Senior Notes, Series N
Pricing
Supplement No. 2022-USNCH10376
Filed
Pursuant to Rule 424(b)(2)
Registration
Statement Nos. 333-255302 and 333-255302-03
|
Trigger Jump Securities Based on the EURO STOXX
50® Index Due February-----, 2025
Principal at Risk Securities
Overview
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▪
|
The securities offered by this pricing supplement are unsecured
debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities,
the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment
at maturity that may be greater than, equal to or less than the stated principal amount, depending on the performance of the EURO STOXX
50® Index (the “underlying index”) from the initial index level to the final index level.
|
|
▪
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The securities offer modified
exposure to the performance of the underlying index, with the greater of (i) a fixed return at maturity if the level of the underlying
index remains the same or appreciates from the initial index level to the final index level and (ii) 1-to-1 participation in any appreciation
of the underlying index. The securities also offer contingent downside protection against loss for a limited range of potential depreciation
of the underlying index. In exchange for those features, investors in the securities must be willing to forgo any dividends that may
be paid on the stocks that constitute the underlying index. In addition, investors in the securities must be willing to accept full downside
exposure to the underlying index if the underlying index depreciates by more than 10.00%. If the underlying index depreciates by more
than 10.00% from the pricing date to the valuation date, you will lose 1% of the stated principal amount of your securities for every
1% by which the final index level is less than the initial index level. There is no minimum payment at maturity.
|
|
▪
|
In order to obtain the modified exposure to the underlying index
that the securities provide, investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the
risk of not receiving any amount due under the securities if we and Citigroup Inc. default on our obligations. All payments on the
securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
|
KEY TERMS
|
|
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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Underlying index:
|
The EURO STOXX 50® Index (ticker symbol: “SX5E”)
|
Aggregate stated principal amount:
|
$
|
Stated principal amount:
|
$10.00 per security
|
Pricing date:
|
January , 2022 (expected to be January 31, 2022)
|
Issue date:
|
February , 2022 (expected to be February 3, 2022)
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Valuation date:
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January , 2025 (expected to be January 31, 2025), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
|
Maturity date:
|
February , 2025 (expected to be February 5, 2025)
|
Payment at maturity:
|
For each $10.00 stated principal amount security you hold
at maturity:
▪
If the final index level is greater than or equal to the initial index level:
$10.00 + the greater of (i) the fixed return amount and (ii) $10.00 × the index return
▪
If the final index level is less than the initial index level but greater than or equal to the trigger level:
$10.00
▪ If
the final index level is less than the trigger level:
$10.00 + ($10.00 × the index return)
If the final index level is less than the trigger level,
your payment at maturity will be less, and possibly significantly less, than $9.00 per security. You should not invest in the securities
unless you are willing and able to bear the risk of losing a significant portion and up to all of your investment.
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Initial index level:
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, the closing level of the underlying index on the pricing date
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Final index level:
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The closing level of the underlying index on the valuation date
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Fixed return amount:
|
The fixed return amount will be at least $3.30 per security (at least 33.00% of the stated principal amount) (to be determined on the pricing date). You will receive the fixed return amount only if the final index level is greater than or equal to the initial index level.
|
Index return:
|
The final index level minus the initial index level, divided by the initial index level
|
Trigger level:
|
, 90.00% of the initial index level
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Listing:
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The securities will not be listed on any securities exchange
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CUSIP / ISIN:
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17330L660 / US17330L6609
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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)(2)
|
Underwriting fee
|
Proceeds to issuer
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Per security:
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$10.00
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$0.25(2)
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$9.70
|
|
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$0.05(3)
|
|
Total:
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$
|
$
|
$
|
(1) Citigroup Global Markets Holdings
Inc. currently expects that the estimated value of the securities on the pricing date will be at least $9.085 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) 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 $0.30 for each $10.00 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their
financial advisors will collectively receive from CGMI a fixed selling concession of $0.25 for each $10.00 security they sell. Additionally,
it is possible that 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.
(3) Reflects a structuring fee payable
to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.
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
(the “SEC”) nor any state securities commission has approved or disapproved of the securities 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.
You should read this pricing supplement together
with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed
via the hyperlinks below:
Product Supplement No. EA-02-09 dated May 11, 2021 Underlying Supplement No. 10 dated May 11, 2021
Prospectus Supplement and Prospectus each dated May 11, 2021
The securities are not bank deposits and are
not insured 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.
|
Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
|
|
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, certain
events may occur that could affect your payment at maturity. 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 underlying index 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 securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying
product supplement.
Citigroup Global Markets Holdings Inc.
|
Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
|
|
Investment Summary
The securities can be used:
|
▪
|
As an alternative to direct exposure to the underlying index that provides a fixed return of 33.00% if
the underlying index has not depreciated as of the valuation date and offers an uncapped 1-to-1 participation in the appreciation of the
underlying index in excess of the fixed return;
|
|
▪
|
To enhance returns and potentially outperform the underlying index in a moderately bullish scenario; and
|
|
▪
|
To obtain contingent protection against the loss of principal in the event of a decline of the underlying index as of the valuation
date, but only if the final index level is greater than or equal to the trigger level.
|
If the final index level is less than the trigger level, the securities
are exposed on a 1-to-1 basis to the percentage decline of the final index level from the initial index level. Accordingly, investors
may lose their entire initial investment in the securities.
Maturity:
|
3 years
|
Fixed return amount:
|
$3.30 (33.00% of the stated principal amount)
|
Trigger level:
|
90.00% of the initial index level
|
Minimum payment at maturity:
|
None. Investors may lose their entire initial investment in the securities.
|
Interest:
|
None
|
Key Investment Rationale
This 3-year investment does not pay interest but offers a fixed return
of 33.00% at maturity if the underlying index remains the same or appreciates from the initial
index level to the final index level, an uncapped 1-to-1 participation in the appreciation of the underlying index in excess of the fixed
return and contingent protection against depreciation in the underlying index of up to 10.00% from the initial index level to the final
index level. However, if the underlying index depreciates by more than 10.00% from the initial index level to the final index level,
the payment at maturity will be less than $9.00 per security, and could be zero. Investors may lose their entire initial investment
in the securities. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup
Inc.
Upside Scenario:
|
If the final index level is greater than or equal to the initial index level, the payment at maturity for each security will be equal to $10.00 plus the greater of (i) the fixed return amount and (ii) $10.00 multiplied by the index return. There is no maximum payment at maturity.
|
Par Scenario:
|
If the final index level is less than the initial index level but greater than or equal to the trigger level, which means that the underlying index has depreciated by no more than 10.00% from the initial index level to the final index level, the payment at maturity will be $10.00 per security.
|
Downside Scenario:
|
If the final index level is less than the trigger level, which means that the underlying index has depreciated by more than 10.00% from the initial index level to the final index level, you will lose 1% for every 1% decline in the value of the underlying index from the initial index level to the final index level (e.g., a 50% depreciation in the underlying index will result in a payment at maturity of $5.00 per security). There is no minimum payment at maturity on the securities, and investors may lose their entire initial investment.
|
Citigroup Global Markets Holdings Inc.
|
Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
|
|
Hypothetical Examples
The diagram below illustrates your payment at maturity for a range of
hypothetical index returns. The diagram below assumes that the fixed return amount will be set at the lowest value indicated on the cover
page of this pricing supplement. The actual fixed return amount will be determined on the pricing date.
Investors in the securities will not receive any dividends that may
be paid on the stocks that constitute the underlying index. The diagram and examples below do not show any effect of lost dividend yield
over the term of the securities. See “Summary Risk Factors—Investing in the securities is not equivalent to investing
in the underlying index or the stocks that constitute the underlying index” below.
Trigger Jump Securities
Payment at Maturity Diagram
|
|
n The Securities
|
n The Underlying Index
|
The examples below are based on a hypothetical initial index level of
100.00 and a hypothetical trigger level of 90.00, and do not reflect the actual initial index level or trigger level. For the actual initial
index level and trigger level, 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 the
actual payment at maturity on the securities will be calculated based on the actual initial index level and trigger level and not the
hypothetical values indicated below. The examples below assume that the fixed return amount will be set at the lowest value indicated
on the cover page of this pricing supplement. The actual fixed return amount will be determined on the pricing date. For ease of analysis,
figures below may have been rounded.
Example 1—Upside Scenario A. The hypothetical final index
level is 105.00 (a 5.00% increase from the hypothetical initial index level), which is greater than the hypothetical initial index
level by less than the fixed return of 33.00%.
Payment at maturity per security = $10.00 + the greater of (i) fixed
return amount and (ii) $10.00 × the index return
= $10.00 + the greater of (i) $3.30 and (ii) $10.00 × 5.00%
Citigroup Global Markets Holdings Inc.
|
Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
|
|
= $10.00 + $3.30
= $13.30
Because the underlying index appreciated from the hypothetical initial
index level to the hypothetical final index level and the fixed return is greater than the index return, your total return on the securities
at maturity in this scenario would equal the fixed return of 33.00%.
Example 2—Upside Scenario B. The hypothetical final index
level is 150.00 (a 50.00% increase from the hypothetical initial index level), which is greater than the hypothetical initial index
level by more than the fixed return of 33.00%.
Payment at maturity per security = $10.00 + the greater of (i) fixed
return amount and (ii) $10.00 × the index return
= $10.00 + the greater of (i) $3.30 and (ii) $10.00 × 50.00%
= $10.00 + $5.00
= $15.00
Because the underlying index appreciated from the hypothetical initial
index level to the hypothetical final index level and the index return is greater than the fixed return, your total return on the securities
at maturity in this scenario would reflect 1-to-1 exposure to the appreciation of the underlying index.
Example 3—Par Scenario. The hypothetical final index level
is 95.00 (a 5.00% decrease from the hypothetical initial index level), which is less than the hypothetical initial index level
but greater than the hypothetical trigger level.
Payment at maturity per security = $10.00
Because the underlying index did not depreciate from the hypothetical
initial index level to the hypothetical final index level by more than 10.00%, your payment at maturity in this scenario would be equal
to the $10.00 stated principal amount per security.
Example 4—Downside Scenario. The hypothetical final index
level is 30.00 (a 70.00% decrease from the hypothetical initial index level), which is less than the hypothetical trigger level.
Payment at maturity per security = $10.00 + ($10.00 × the index
return)
= $10.00 + ($10.00 × -70.00%)
= $10.00 + -$7.00
= $3.00
Because the underlying index depreciated from the hypothetical initial
index level to the hypothetical final index level by more than 10.00%, your payment at maturity in this scenario would reflect 1-to-1
exposure to the negative performance of the underlying index.
Citigroup Global Markets Holdings Inc.
|
Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
|
|
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 that are 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 the underlying index. Accordingly, the securities are appropriate 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 appropriateness 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.
Citigroup Inc. will release quarterly earnings on January 14, 2022,
which is during the marketing period and prior to the pricing date of these securities.
|
▪
|
You may lose some or all of your investment. Unlike conventional debt securities, the securities do not repay a fixed amount
of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying index. If the final index
level is less than the trigger level, you will lose 1% of the stated principal amount of the securities for every 1% by which the final
index level is less than the initial index level. There is no minimum payment at maturity on the securities, and you could lose your entire
investment.
|
|
▪
|
The trigger feature of the securities exposes you to particular risks. If the final index level is less than the trigger level,
the contingent downside protection against loss for a limited range of potential depreciation of the underlying index offered by the securities
will not apply and you will lose 1% of the stated principal amount of the securities for every 1% by which the final index level is less
than the initial index level. Unlike securities with a non-contingent downside protection feature, the securities offer no protection
at all if the underlying index depreciates by more than 10.00% from the initial index level to the final index level. As a result, you
may lose your entire investment in the securities.
|
|
▪
|
The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other amounts
prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.
|
|
▪
|
Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute the underlying
index. 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 underlying index. As of January 11, 2022, the average dividend yield of the underlying index was approximately
2.385% per year. While it is impossible to know the future dividend yield of the underlying index, if this average dividend yield were
to remain constant for the term of the securities, you would be forgoing an aggregate yield of approximately 7.17% (assuming no reinvestment
of dividends) by investing in the securities instead of investing directly in the stocks that constitute the underlying index or in another
investment linked to the underlying index 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 securities.
|
|
▪
|
Your payment at maturity depends on the closing level of the underlying index on a single day. Because your payment at maturity
depends on the closing level of the underlying index solely on the valuation date, you are subject to the risk that the closing level
of the underlying index on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of
the securities. If you had invested in another instrument linked to the underlying index 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 underlying index, you might have achieved
better returns.
|
|
▪
|
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.
|
|
▪
|
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
|
Citigroup Global Markets Holdings Inc.
|
Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
|
|
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.
|
▪
|
The estimated value of the securities on the pricing 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 securities that are included in the issue price. These costs include (i) the selling concessions and structuring 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.
|
|
▪
|
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 the underlying index, dividend yields on the stocks
that constitute the underlying index 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.
|
|
▪
|
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
associated with the securities, 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 securities, 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
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.
|
▪
|
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.
|
|
▪
|
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 level and volatility of the underlying index and a number of other factors, including the
price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that constitute the underlying
index, interest rates generally, the volatility of the exchange rate between the U.S. dollar and the euro, the correlation between that
exchange rate and the level of the underlying index, the time remaining to maturity and our and/or Citigroup Inc.’s creditworthiness,
as reflected in our secondary market rate. Changes in the level of the underlying index may not result in a comparable change in
|
Citigroup Global Markets Holdings Inc.
|
Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
|
|
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.
|
▪
|
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.
|
|
▪
|
Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities. Governmental
regulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government, could prohibit or otherwise
restrict persons from holding the securities or underlying shares, or engaging in transactions in them, and any such action could adversely
affect the value of underlying shares. These regulatory actions could result in restrictions on the securities and could result in the
loss of a significant portion or all of your initial investment in the securities, including if you are forced to divest the securities
due to the government mandates, especially if such divestment must be made at a time when the value of the securities has declined.
|
|
▪
|
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.
|
|
▪
|
The underlying index performance will not be adjusted for changes in the exchange rate between the euro and the U.S. dollar.
The underlying index is composed of stocks traded in euro, the value of which may be subject to a high degree of fluctuation relative
to the U.S. dollar. However, the performance of the underlying index and the value of your securities will not be adjusted for exchange
rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of the securities, your return on the securities
will underperform an alternative investment that offers exposure to that appreciation in addition to the change in the level of the underlying
index.
|
|
▪
|
Our offering of the securities does not constitute a recommendation of the underlying index. The fact that we are offering
the securities does not mean that we believe that investing in an instrument linked to the underlying index 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 underlying index or in instruments related to the underlying index or such stocks and may publish research
or express opinions, that in each case are inconsistent with an investment linked to the underlying index. These and other activities
of our affiliates may affect the level of the underlying index in a way that has a negative impact on your interests as a holder of the
securities.
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The level of the underlying index 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 directly in the
stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks and may adjust
such positions during the term of the securities. Our affiliates also trade the stocks that constitute the underlying index and other
financial instruments related to the underlying index 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. These activities could
affect the level of the underlying index in a way that negatively affects the value of 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 may currently or from time to time engage in business with the issuers of the stocks that constitute the underlying index,
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 any such issuer that are available to them
without regard to your interests.
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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, such as market disruption events or the discontinuance of the underlying index, CGMI, as calculation agent,
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Citigroup Global Markets Holdings Inc.
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Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
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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 securities.
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Adjustments to the underlying index may affect the value of your securities. STOXX Limited (the “underlying index publisher”)
may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes that could affect the
level of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the underlying
index at any time without regard to your interests as holders of 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.
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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Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
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Information About the Underlying Index
The EURO STOXX 50® Index is composed of 50 component
stocks of market sector leaders from within the 19 EURO STOXX® Supersector indices, which represent the Eurozone portion
of the STOXX Europe 600® Supersector indices. The STOXX Europe 600® Supersector indices contain the 600
largest stocks traded on the major exchanges of 18 European countries. The EURO STOXX 50® Index is reported by Bloomberg
L.P. under the ticker symbol “SX5E.”
STOXX Limited (“STOXX”) and its licensors and CGMI have
entered into a non-exclusive license agreement providing for the license to CGMI and its affiliates, in exchange for a fee, of the right
to use the EURO STOXX 50® Index, which is owned and published by STOXX, in connection with certain financial instruments,
including the securities. For more information, see “Equity Index Descriptions—The EURO STOXX 50® Index—License
Agreement” in the accompanying underlying supplement.
Please refer to the section “Equity Index Descriptions—The
EURO STOXX 50® Index” in the accompanying underlying supplement for important disclosures regarding the underlying
index.
Historical Information
The closing level of the underlying index on January 11, 2022 was 4,281.54.
The graph below shows the closing levels of the underlying index for
each day such level was available from January 3, 2012 to January 11, 2022. We obtained the closing levels from Bloomberg L.P., without
independent verification. You should not take the historical levels of the underlying index as an indication of future performance.
EURO STOXX 50® Index – Historical Closing Levels
January 3, 2012 to January 11, 2022
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* The red line indicates the hypothetical trigger level of 3,853.386,
assuming the closing level on January 11, 2022 were the initial index level.
Citigroup Global Markets Holdings Inc.
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Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
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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.
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), you should recognize capital gain or loss equal to the difference
between the amount realized and your tax basis in the security. Such gain or loss should be long-term capital gain or loss if you held
the security 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 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.
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.
Citigroup Global Markets Holdings Inc.
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Trigger Jump Securities Based on the EURO STOXX 50® Index Due February-----, 2025
Principal at Risk Securities
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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 $0.30 for each $10.00 security
sold in this offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI, including Morgan Stanley Wealth
Management, and their financial advisors collectively a fixed selling concession of $0.25 for each $10.00 security they sell. In addition,
Morgan Stanley Wealth Management will receive a structuring fee of $0.05 for each security they sell.
The costs included in the original issue price of the securities will
include a fee paid by CGMI to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management has an ownership
interest, for providing certain electronic platform services with respect to this offering.
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 securities, either directly or indirectly, without the prior written consent of the client.
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 securities will be
used to hedge our obligations under the securities. We expect to hedge our obligations under the securities through CGMI or other of our
affiliates. CGMI or such other of our affiliates may profit from this expected hedging activity even if the value of the securities declines.
This hedging activity could affect the closing level of the underlying index and, therefore, the value of and your return on the securities.
For additional information on the ways in which our counterparties may hedge our obligations under the securities, see “Use of Proceeds
and Hedging” in the accompanying prospectus.
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 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 four 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 four-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.”
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