Autocallable Equity Linked Securities Linked
to the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index®
Due May 3, 2024
KEY TERMS |
|
Issuer: |
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
Guarantee: |
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc. |
Underlyings: |
Underlying |
Initial underlying value* |
Downside threshold value** |
|
S&P 500® Index |
|
|
|
Russell 2000® Index |
|
|
|
Nasdaq-100 Index® |
|
|
|
*
For each underlying, its closing value on the pricing date
** For each underlying, 65%
of its initial underlying value |
Stated principal amount: |
$1,000 per security |
Pricing date: |
October 31, 2022 |
Issue date: |
November 3, 2022 |
Valuation date: |
April 30, 2024, subject to postponement if such date is not a scheduled trading day or certain market disruption events occur |
Maturity date: |
Unless earlier redeemed, May 3, 2024 |
Coupon payment dates: |
The 3rd day of each month, beginning in December 2022 provided that the May 2024 coupon payment date will be the maturity date. If any coupon payment date is not a business day, the payment to be made on that coupon payment date will be made on the next succeeding business day with the same force and effect as if made on that coupon payment date. No interest will accrue as a result of any delayed payment. |
Coupon payments: |
0.8333% to 0.9167% of the stated principal amount of the securities (equivalent to a coupon rate of approximately 10.00% to 11.00% per annum) (to be determined on the pricing date) paid on each coupon payment date, subject to automatic early redemption. |
Payment at maturity: |
If the securities are not automatically redeemed prior to maturity,
you will receive at maturity, for each security you then hold, the final coupon payment plus:
▪ If a downside event
does not occur: $1,000
▪ If a downside event
occurs: $1,000 + ($1,000 × the underlying return of the worst performing underlying on the valuation date)
If the securities have not been automatically redeemed prior
to maturity and a downside event occurs, you will receive less than 65% of the stated principal amount of your securities, and possibly
nothing, at maturity. 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. |
Downside event: |
A downside event will occur if the final underlying value of the worst performing underlying on the valuation date is less than its downside threshold value |
Listing: |
The securities will not be listed on any securities exchange |
Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal |
Underwriting fee and issue price: |
Issue price(1) |
Underwriting fee(2) |
Proceeds to issuer(3) |
Per security: |
$1,000 |
$ |
$ |
Total: |
$ |
$ |
$ |
(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 $850.00 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) CGMI will receive an underwriting
fee of up to $10.00 for each security sold in this offering. The total underwriting fee
and proceeds to issuer in the table above give effect to the actual total underwriting fee. 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.
(3) The per security proceeds to issuer
indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting
fee. As noted above, the underwriting fee is variable.
Investing in the securities involves risks not associated with an
investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-5.
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, 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, 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 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. |
|
KEY TERMS (continued) |
Automatic early redemption: |
If, on any potential autocall date, the closing value of the worst performing underlying on that potential autocall date is greater than or equal to its initial underlying value, each security you then hold will be automatically called on that potential autocall date for redemption on the immediately following coupon payment date for an amount in cash equal to $1,000 plus the related coupon payment. The automatic early redemption feature may significantly limit your potential return on the securities. If the worst performing underlying performs in a way that would otherwise be favorable, the securities are likely to be automatically called for redemption prior to maturity, cutting short your opportunity to receive coupon payments. The securities may be automatically called for redemption as early as the first potential autocall date specified below. |
Potential autocall dates: |
April 28, 2023, May 31, 2023, June 28, 2023, July 31, 2023, August 30, 2023, September 28, 2023, October 31, 2023, November 29, 2023, December 28, 2023, January 31, 2024, February 28, 2024 and March 28, 2024, each subject to postponement as if such date were the valuation date as described in the accompanying product supplement. If a scheduled potential autocall date is postponed by one or more business days, the immediately following coupon payment date will be postponed by an equal number of business days. |
Final underlying value: |
For each underlying, its closing value on the valuation date |
Worst performing underlying: |
For any date, the underlying with the lowest underlying return on that date |
Underlying return: |
For each underlying on any date, (i) its closing value on that date minus its initial underlying value, divided by (ii) its initial underlying value |
CUSIP / ISIN: |
17330RML6 / US17330RML68 |
Additional Information
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. The accompanying underlying supplement contains information about each underlying that is 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 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.
Citigroup Global Markets Holdings Inc. |
|
Hypothetical Examples
of the Payment at Maturity on the Securities
The table below indicates what your payment at maturity would be for
various hypothetical underlying returns of the worst performing underlying on the valuation date, assuming the securities are not automatically
redeemed prior to maturity. Your actual payment at maturity (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 valuation date. The table below assumes that the
coupon rate is set at the lowest value indicated on the cover page of this pricing supplement. The actual coupon rate will be determined
on the pricing date.
Hypothetical Underlying Return of Worst Performing Underlying on the Valuation Date |
Hypothetical Payment at Maturity(1) |
50.00% |
$1,008.333 |
20.00% |
$1,008.333 |
10.00% |
$1,008.333 |
0.00% |
$1,008.333 |
-10.00% |
$1,008.333 |
-20.00% |
$1,008.333 |
-35.00% |
$1,008.333 |
-35.01% |
$658.233 |
-40.00% |
$608.333 |
-50.00% |
$508.333 |
-60.00% |
$408.333 |
-70.00% |
$308.333 |
-80.00% |
$208.333 |
-90.00% |
$108.333 |
-100.00% |
$8.333 |
(1) Includes final coupon payment. Each security has a stated
principal amount of $1,000.00.
The examples below illustrate how to determine the payment at maturity
on the securities, assuming the securities are not automatically redeemed prior to maturity. You should understand that the term of the
securities, and your opportunity to receive the coupon payments on the securities, may be limited by the automatic early redemption feature
of the securities, which is not reflected in the examples below. The outcomes illustrated below are not exhaustive, and your actual payment
at maturity on the securities (if the securities are not earlier automatically redeemed) may differ from any example illustrated below.
The examples below are based on the following hypothetical values and
do not reflect the actual initial underlying values or downside threshold values of the underlyings. For the actual initial underlying
value and downside threshold value 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 the actual payments on the securities will be calculated based on the actual initial underlying value and downside threshold
value of each underlying, and not the hypothetical values indicated below. The examples below assume that the coupon rate is set at the
lowest value indicated on the cover page of this pricing supplement. The actual coupon rate will be determined on the pricing date.
Underlying |
Hypothetical initial underlying value |
Hypothetical downside threshold value |
S&P 500® Index |
100 |
65 (65% of its hypothetical initial underlying value) |
Russell 2000® Index |
100 |
65 (65% of its hypothetical initial underlying value) |
Nasdaq-100 Index® |
100 |
65 (65% of its hypothetical initial underlying value) |
The hypothetical examples below illustrate the calculation of the payment
at maturity on the securities, assuming that the securities have not been earlier automatically redeemed and that the final underlying
values of the underlyings are as indicated below.
|
Hypothetical final underlying value of S&P 500® Index |
Hypothetical final underlying value of Russell 2000® Index |
Hypothetical final underlying value of Nasdaq-100 Index® |
Hypothetical payment at maturity per $1,000 security |
Example 1 |
130
(underlying return =
(130 – 100) / 100 = 30%) |
120
(underlying return =
(120 – 100) / 100 = 20%) |
140
(underlying return =
(140 – 100) / 100 = 40%) |
$1,008.333 |
Example 2 |
140
(underlying return =
(140 – 100) / 100 = 40%) |
90
(underlying return =
(90 – 100) / 100 = -10%) |
30
(underlying return =
(30 – 100) / 100 = -70%) |
$308.333 |
Citigroup Global Markets Holdings Inc. |
|
Example 1: In this example, the Russell 2000®
Index has the lowest underlying return and, therefore, is the worst performing underlying on the valuation date. In this scenario,
the final underlying value of the worst performing underlying on the valuation date is greater than its downside threshold value and,
as a result, a downside event does not occur. Accordingly, at maturity, you would receive the $1,000 stated principal amount of
the securities plus the final coupon payment. You would not participate in the appreciation of any of the underlyings.
Example 2: In this example, the Nasdaq-100
Index® has the lowest underlying return and, therefore, is the worst performing underlying on the valuation date. In this
scenario, the final underlying value of the worst performing underlying on the valuation date is less than its downside threshold value
and, as a result, a downside event occurs. Accordingly, at maturity, you would receive a payment per security calculated as follows:
Payment at maturity = $1,000 + ($1,000 × the
underlying return of the worst performing underlying on the valuation date) + the final coupon payment
= $1,000 + ($1,000 × -70%) + the final coupon
payment
= $1,000 + -$700 + $8.333
= $308.333
In this scenario, you would receive significantly
less than the stated principal amount of your securities at maturity. You would incur a loss based on the performance of the worst performing
underlying on the valuation date.
Citigroup Global Markets Holdings Inc. |
|
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.
Citigroup Inc. will release quarterly earnings on October 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 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 performance of the worst performing underlying on
the valuation date. If the final underlying value of the worst performing underlying on the
valuation date is less than its downside threshold value, a downside event will occur and you will lose 1% of the stated principal amount
of the securities for every 1% by which the worst performing underlying on the valuation date has declined from its initial underlying
value, regardless of the performance of the other underlyings. There is no minimum payment at maturity on the securities (excluding the
final coupon payment), and you may lose up to all of your investment. |
| ▪ | The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive coupon payments. On any
potential autocall date, the securities will be automatically called for redemption if the closing value of the worst performing underlying
on that potential autocall date is greater than or equal to its initial underlying value. As a result, if the worst performing underlying
performs in a way that would otherwise be favorable, the securities are likely to be automatically redeemed, cutting short your opportunity
to receive coupon payments. If the securities are automatically redeemed prior to maturity, you may not be able to reinvest your funds
in another investment that provides a similar yield with a similar level of risk. |
| ▪ | Higher coupon payment rates are associated with greater risk. The securities offer coupon payments at a per annum rate that
is higher than the rate we would pay on conventional debt securities of the same maturity. In exchange for this higher coupon payment
rate, investors in the securities will be subject to significantly greater risk than investors in our conventional debt securities, including
the risk that you may lose a significant portion, and up to all, of your investment at maturity (excluding the final coupon payment).
The volatility of and the correlation between the underlyings are important factors affecting these risks. In general, the higher the
expected volatility of the underlyings, and the lower the expected correlation between the underlyings, the greater the coupon payment
rate on the securities. However, higher expected volatility and lower expected correlation would also represent a greater expected likelihood
as of the pricing date that the final underlying value of the worst performing underlying on the valuation date will be less than its
downside threshold value, such that you will not be repaid the stated principal amount of your securities at maturity. |
| ▪ | 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. |
| ▪ | 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. |
| ▪ | 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. |
| ▪ | 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. |
Citigroup Global Markets Holdings Inc. |
|
| ▪ | 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 coupon payments and may be significantly less than the return on any underlying over the term of the securities.
In addition, as an investor in the securities, you will not receive any dividends or other distributions or have any other rights with
respect to any of the underlyings. |
| ▪ | The performance of the securities will depend on the closing values of the underlyings solely on the potential autocall dates and
the valuation date, which makes the securities particularly sensitive to volatility in the closing values of the underlyings on or near
the potential autocall dates and the valuation date. Whether the securities will be automatically redeemed prior to maturity will
depend on the closing values of the underlyings solely on the potential autocall dates, 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 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 potential
autocall dates and the valuation date. You should understand that the closing value of each underlying has historically been highly volatile. |
| ▪ | 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 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, 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. |
| ▪ | 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, the 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. |
| ▪ | 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 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
Citigroup Global Markets Holdings Inc. |
|
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 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. |
| ▪ | 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. |
| ▪ | The Russell 2000® Index is subject to risks associated with small capitalization stocks. The stocks that constitute
the Russell 2000® Index are issued by companies with relatively small market capitalization. The stock prices of smaller
companies may be more volatile than stock prices of large capitalization companies. These companies tend to be less well-established than
large market capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and
competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks,
and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions. |
| ▪ | 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. |
| ▪ | 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. |
| ▪ | 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. |
| ▪ | 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. |
Citigroup Global Markets Holdings Inc. |
|
| ▪ | 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. |
| ▪ | 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 described in “United States Federal Tax Considerations” below. 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. |
As described in “United States Federal Tax Considerations”
below, in connection with any information reporting requirements we may have in respect of the securities under applicable law, we intend
to treat a portion of each coupon payment as attributable to interest and the remainder to option premium. However, in light of the uncertain
treatment of the securities, it is possible that other persons having withholding or information reporting responsibility in respect of
the securities may treat a security differently, for instance, by treating the entire coupon payment as ordinary income at the time received
or accrued by a holder and/or treating some or all of each coupon payment on a security to a non-U.S. investor as subject to withholding
tax at a rate of 30%.
If withholding applies to the securities, we will not be
required to pay any additional amounts with respect to amounts withheld.
Citigroup Global Markets Holdings Inc. |
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Information About 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. It is calculated
and maintained by S&P Dow Jones Indices LLC.
Please refer to the section “Equity Index Descriptions—The
S&P U.S. Indices—The S&P 500® Index” in the accompanying underlying supplement for additional information.
We have derived all information regarding the S&P 500®
Index from publicly available information and have not independently verified any information regarding the S&P 500®
Index. This pricing supplement relates only to the securities and not to the S&P 500® Index. We make no representation
as to the performance of the S&P 500® Index 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 S&P 500® Index 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 S&P 500® Index on September
27, 2022 was 3,647.29.
The graph below shows the closing value of the S&P 500®
Index for each day such value was available from January 3, 2012 to September 27, 2022. We obtained the closing values from Bloomberg
L.P., without independent verification. You should not take the historical closing values as an indication of future performance.
S&P 500®
Index – Historical Closing Values
January 3, 2012 to September
27, 2022 |
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Citigroup Global Markets Holdings Inc. |
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Information About the Russell 2000® Index
The Russell 2000® Index is designed to track the performance
of the small capitalization segment of the U.S. equity market. All stocks included in the Russell 2000® Index are traded
on a major U.S. exchange. It is calculated and maintained by FTSE Russell.
Please refer to the section “Equity Index Descriptions—The
Russell Indices—The Russell 2000® Index” in the accompanying underlying supplement for additional information.
We have derived all information regarding the Russell 2000®
Index from publicly available information and have not independently verified any information regarding the Russell 2000®
Index. This pricing supplement relates only to the securities and not to the Russell 2000® Index. We make no representation
as to the performance of the Russell 2000® Index 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 Russell 2000® Index 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 Russell 2000® Index on September
27, 2022 was 1,662.509.
The graph below shows the closing value of the Russell 2000®
Index for each day such value was available from January 3, 2012 to September 27, 2022. We obtained the closing values from Bloomberg
L.P., without independent verification. You should not take the historical closing values as an indication of future performance.
Russell 2000®
Index – Historical Closing Values
January 3, 2012 to September
27, 2022 |
|
Citigroup Global Markets Holdings Inc. |
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Information About 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. All stocks included in the Nasdaq-100 Index®
are traded on a major U.S. exchange. The Nasdaq-100 Index® was developed by the Nasdaq Stock Market, Inc. and is calculated,
maintained and published by Nasdaq, Inc.
Please refer to the section “Equity Index Descriptions—The
Nasdaq-100 Index®” in the accompanying underlying supplement for additional information.
We have derived all information regarding the Nasdaq-100 Index®
from publicly available information and have not independently verified any information regarding the Nasdaq-100 Index®.
This pricing supplement relates only to the securities and not to the Nasdaq-100 Index®. We make no representation as to
the performance of the Nasdaq-100 Index® 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 Nasdaq-100 Index® 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 Nasdaq-100 Index® on September
27, 2022 was 11,271.75.
The graph below shows the closing value of the Nasdaq-100 Index®
for each day such value was available from January 3, 2012 to September 27, 2022. We obtained the closing values from Bloomberg L.P.,
without independent verification. You should not take the historical closing values as an indication of future performance.
Nasdaq-100 Index®
– Historical Closing Values
January 3, 2012 to September
27, 2022 |
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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.
Due to the lack of any controlling legal authority, there is substantial
uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection with any information reporting
requirements we may have in respect of the securities under applicable law, we intend (in the absence of an administrative determination
or judicial ruling to the contrary) to treat a security as a put option (the “Put Option”) written by you with respect to
the underlying shares, secured by a cash deposit equal to the stated principal amount of the security (the “Deposit”). In
the opinion of our counsel, Davis Polk & Wardwell LLP, this treatment of the securities is reasonable under current law; however,
our counsel has advised us that it is unable to conclude affirmatively that this treatment is more likely than not to be upheld, and that
alternative treatments are possible. 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. Under this treatment:
| · | a portion of each coupon payment made with respect to the securities will be attributable to interest on the Deposit; and |
| · | the remainder will represent premium attributable to your grant of the Put Option (“Put Premium”). |
We will specify in the final pricing supplement the portion of each
coupon payment that we will allocate to interest on the Deposit and to Put Premium, respectively.
Assuming the treatment of a security as a Put Option and a Deposit is
respected, amounts treated as interest on the Deposit should be taxed as ordinary interest income, while the Put Premium should not be
taken into account prior to maturity or disposition of the securities. See “United States Federal Tax Considerations—Tax Consequences
to U.S. Holders” in the accompanying product supplement.
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 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 the
section of the accompanying product supplement entitled “United States Federal Tax Considerations,” if you are a Non-U.S.
Holder (as defined in the accompanying product supplement) of the securities, under current law 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—Dividend Equivalents under Section 871(m) of the Code” in the accompanying product supplement,
Section 871(m) of the Internal Revenue Code of 1986, as amended, 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 (“Underlying Securities”) or indices that include Underlying Securities. Section 871(m)
generally applies to instruments that substantially replicate the economic performance of one or more Underlying Securities, 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, 2025 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 Underlying Security
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.
While we currently do not intend to withhold on payments on the securities
to Non-U.S. Holders (subject to compliance with the applicable certification requirements and the discussion in the accompanying product
supplement regarding “FATCA”), in light of the uncertain treatment of the securities other persons having withholding or information
reporting responsibility in respect of the securities may treat some or all of each coupon payment on a security as subject to withholding
tax at a rate of 30%. Moreover, it is possible that in the future we may determine that we should withhold at a rate of 30% on coupon
payments on the securities. We will not be required to pay any additional amounts with respect to amounts withheld.
Citigroup Global Markets Holdings Inc. |
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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 up to $10.00 for each security
sold in this offering. The actual underwriting fee will be equal to the selling concession provided to selected dealers, as described
in this paragraph. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a variable selling concession of
up to $10.00 for each security they sell. For the avoidance of doubt, the fees and 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.
© 2022 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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