The information in this
preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product
supplement, underlying supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they
soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.
|
Subject to Completion. Dated
March 2, 2021
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495
and 333-224495-03
|
|
Citigroup Global Markets Holdings Inc.
$
|
Buffered S&P 500® Index-Linked
Notes due
All Payments Due from Citigroup Global
Markets Holdings Inc.
Fully and Unconditionally Guaranteed
by Citigroup Inc.
|
Unlike conventional debt securities,
the notes offered by this pricing supplement do not pay interest and do not repay a fixed amount of principal at maturity.
The amount that you will be paid on your notes on the maturity date (expected to be the second business day after the scheduled
determination date) is based on the performance of the S&P 500® Index (the “underlier”) as measured
from the trade date to and including the determination date (expected to be between 16 and 19 months after the trade date). If
the final underlier level on the determination date is greater than the initial underlier level (set on the trade date and may
be higher or lower than the actual closing level of the underlier on the trade date), the return on your notes will be positive,
subject to the maximum settlement amount (set on the trade date and expected to be between $1,145.35 and $1,171.00 for each $1,000
stated principal amount of your notes). If the final underlier level declines from the initial underlier level by up
to a buffer amount of 12.50%, you will receive the stated principal amount of your notes. However, if the final underlier level
declines from the initial underlier level by more than the 12.50% buffer amount, the return on your notes will be negative and
you will lose approximately 1.1429% of the stated principal amount of your notes for every 1% by which that decline exceeds the
12.50% buffer amount. You could lose your entire investment in the notes. In exchange for the upside participation and limited
buffer features of the notes, you must be willing to forgo (i) any return in excess of the maximum return at maturity of 14.535%
to 17.100% (set on the trade date and results from the maximum settlement amount), (ii) any dividends paid on the stocks included
in the underlier and (iii) interest on the notes.
To determine your payment at maturity, we
will calculate the underlier return, which is the percentage increase or decrease in the level of the underlier from the initial
underlier level (set on the trade date) to the final underlier level on the determination date. On the maturity date, for each
$1,000 stated principal amount note you then hold, you will receive an amount in cash equal to:
|
·
|
if the underlier return is positive (the final underlier level is greater than the
initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside
participation rate of 150% times (c) the underlier return, subject to the maximum settlement amount;
|
|
·
|
if the underlier return is zero or negative but not below -12.50% (the final
underlier level is equal to or less than the initial underlier level but not by more than 12.50%), $1,000; or
|
|
·
|
if the underlier return is negative and is below -12.50% (the final underlier level
is less than the initial underlier level by more than 12.50%), the sum of (i) $1,000 plus (ii) the product
of (a) approximately 1.1429 times (b) the sum of the underlier return plus 12.50% times (c) $1,000.
This amount will be less than $1,000 and may be zero.
|
The notes are unsecured senior debt securities
issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All payments on the notes are subject
to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings
Inc. and Citigroup Inc. default on their obligations, you may not receive any amount due under the notes. The notes
will not be listed on any securities exchange and may have limited or no liquidity.
Investing in the notes involves risks
not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-9.
|
Issue Price(1)
|
Underwriting Discount(2)
|
Net Proceeds to Issuer
|
Per Note:
|
$1,000.00
|
–
|
$1,000.00
|
Total:
|
$
|
–
|
$
|
(1) Citigroup Global Markets Holdings Inc.
currently expects that the estimated value of the notes on the trade date will be between
$975.90 and $995.90 per note, which will be less than the issue price. The estimated value of the notes is based
on proprietary pricing models of Citigroup Global Markets Inc. (“CGMI”) and our internal funding rate. It is not an
indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or
any other person may be willing to buy the notes from you at any time after issuance. See “Valuation of the Notes”
in this pricing supplement.
(2) CGMI, an affiliate of the issuer, is
the underwriter for the offering of the notes and is acting as principal. For more information on the distribution of the notes,
see “Summary Information—Key Terms—Supplemental Plan of Distribution” in this pricing supplement. CGMI
and its affiliates may profit from expected hedging activity related to this offering, even if the value of the notes declines. See
“Use of Proceeds and Hedging” in the accompanying prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement and the
accompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation
to the contrary is a criminal offense.
The notes are not bank deposits and are
not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.
The notes are part of the Medium-Term Senior
Notes, Series N of Citigroup Global Markets Holdings Inc. This pricing supplement is a supplement to the documents listed below
and should be read together with such documents, which are available at the following hyperlinks:
Citigroup Global Markets Inc.
Pricing Supplement No. 2021—USNCH6936
dated----------, 2020
The issue price, underwriting discount and
net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date
of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth
above. The return (whether positive or negative) on your investment in notes will depend in part on the issue price
you pay for such notes.
CGMI may use this pricing supplement in
the initial sale of the notes. In addition, CGMI or any other affiliate of Citigroup Inc. may use this pricing supplement
in a market-making transaction in a note after its initial sale.
|
Buffered S&P 500® Index-Linked Notes due
|
|
·
|
For investors who seek modified exposure to the performance of the underlier, with the opportunity to participate on a leveraged
basis in a limited range of potential appreciation of the underlier and a limited buffer against potential depreciation of the
underlier.
|
|
·
|
In exchange for the leveraged upside exposure and limited buffer feature, investors must be willing to forgo (i) participation
in any appreciation of the underlier beyond the cap level, (ii) any dividends that may be paid on the stocks included in the underlier
and (iii) interest on the notes. Investors must also be willing to lose some, and up to all, of their investment in
the notes if the underlier depreciates by more than the buffer amount, with downside exposure to that depreciation on an accelerated
basis to the extent the depreciation exceeds the buffer amount.
|
|
·
|
Investors must be willing to accept the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and an investment
that may have limited or no liquidity.
|
DETERMINING THE
CASH SETTLEMENT AMOUNT
|
At maturity, for each $1,000
stated principal amount note you then hold, you will receive (as a percentage of the stated principal amount):
|
·
|
If the final underlier level is above 100.00% of the initial underlier level: 100.00% plus the product of the
upside participation rate of 150% times the underlier return, subject to a maximum settlement amount of between 114.535% and 117.100%
of the stated principal amount
|
|
·
|
If the final underlier level is between 87.50% and 100.00% of the initial underlier level: 100.00%
|
|
·
|
If the final underlier level is below 87.50% of the initial underlier level: 100.00% minus approximately 1.1429% for
every 1.00% that the underlier has declined below 87.50% of the initial underlier level
|
If the final underlier level declines by
more than 12.50% from the initial underlier level, the return on the notes will be negative and you could lose your entire investment
in the notes.
Issuer:
|
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
|
Guarantee:
|
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
|
Underlier:
|
The S&P 500® Index (ticker symbol: “SPX”)
|
Stated Principal Amount:
|
$----------in the aggregate; each note will have a stated principal amount equal to $1,000
|
Trade Date:
|
|
Settlement Date:
|
Expected to be the fifth scheduled business day following the trade date. See “Supplemental plan of distribution” on page PS-4 in this pricing supplement for additional information.
|
Determination Date:
|
To be set on the trade date and expected to be between 16 and 19 months after the trade date. The determination date is subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
|
Maturity Date:
|
To be set on the trade date and expected to be the second business day after the scheduled determination date
|
Initial Underlier Level:
|
To be set on the trade date and may be an intraday level which may be higher or lower than the actual closing level of the underlier on the trade date
|
Final Underlier Level:
|
The closing level of the underlier on the determination date
|
Underlier Return:
|
The quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a positive or negative percentage
|
Upside Participation Rate:
|
150.00%
|
Buffer Level:
|
87.50% of the initial underlier level (equal to a -12.50% underlier return)
|
Buffer Amount:
|
12.50%
|
Buffer Rate:
|
The quotient of the initial underlier level divided by the buffer level, which equals approximately 114.29%
|
Maximum Settlement Amount:
|
To be set on the trade date and expected to be between $1,145.35 and $1,171.00 per $1,000 stated principal amount note
|
Cap Level:
|
To be set on the trade date and expected to be between 109.69% and 111.40% of the initial underlier level
|
CUSIP/ISIN:
|
17328YVV3 / US17328YVV37
|
HYPOTHETICAL
PAYMENT AT MATURITY*
|
Hypothetical
Final Underlier Level (as % of Initial Underlier Level)
|
Hypothetical
Cash Settlement Amount (as % of Stated Principal Amount)
|
200.000%
|
114.535%
|
175.000%
|
114.535%
|
150.000%
|
114.535%
|
109.690%
|
114.535%
|
105.000%
|
107.500%
|
100.000%
|
100.000%
|
95.000%
|
100.000%
|
87.500%
|
100.000%
|
75.000%
|
85.714%
|
50.000%
|
57.143%
|
25.000%
|
28.571%
|
0.000%
|
0.000%
|
*assumes the cap level is set at the bottom of the cap level
range of between 109.69% and 111.40% of the initial underlier level
Please read the section titled “Summary Risk Factors”
in this pricing supplement as well as the more detailed description of risks relating to an investment in the notes contained in
the section “Risk Factors Relating to the Securities” beginning on page EA-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.
SUMMARY INFORMATION
The terms of the notes are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect your payment at maturity, such as market disruption events and other events affecting the underlier. These events and their consequences are described in the accompanying product supplement in the sections “Description of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date” and “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Index—Discontinuance or Material Modification of an Underlying Index,” and not in this pricing supplement. The accompanying underlying supplement contains important disclosures regarding the underlier that are not repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement before deciding whether to invest in the notes. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement. References to “securities” in the accompanying product supplement include the notes.
|
Key Terms
Issuer: Citigroup Global Markets Holdings Inc., a wholly
owned subsidiary of Citigroup Inc.
Guarantee: all payments due on the notes are fully and
unconditionally guaranteed by Citigroup Inc.
Underlier: the S&P 500® Index (ticker
symbol: “SPX”), as maintained by S&P Dow Jones Indices LLC (the “underlier sponsor”). The underlier
is referred to as the “underlying index” and the underlier sponsor is referred to as the “underlying index publisher”
in the accompanying product supplement.
Stated principal amount: each note will have a stated
principal amount of $1,000
Purchase at amount other than the stated principal amount:
the amount we will pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for
your notes, so if you acquire notes at a premium (or discount) to the stated principal amount and hold them to the stated maturity
date, it could affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher)
than it would have been had you purchased the notes at the stated principal amount. Also, the stated buffer level would not offer
the same measure of protection to your investment as would be the case if you had purchased the notes at the stated principal amount.
Additionally, the cap level would be triggered at a lower (or higher) percentage return than indicated below, relative to your
initial investment. See “Summary Risk Factors — If You Purchase Your Notes at a Premium to the Stated Principal Amount,
the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Stated Principal Amount and the Impact of
Certain Key Terms of the Notes Will be Negatively Affected” on page PS-12 of this pricing supplement
Cash settlement amount (paid on the maturity date): on
the maturity date, for each $1,000 stated principal amount of notes you then hold, we will pay you an amount in cash equal to:
|
·
|
if the final underlier level is greater than or equal to the cap level, the maximum
settlement amount;
|
|
·
|
if the final underlier level is greater than the initial underlier level but less than
the cap level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation
rate times (c) the underlier return;
|
|
·
|
if the final underlier level is equal to or less than the initial underlier level
but greater than or equal to the buffer level, $1,000; or
|
|
·
|
if the final underlier level is less than the buffer level, the sum of (i) $1,000
plus (ii) the product of (a) the buffer rate times (b) the sum of the underlier return plus the buffer
amount times (c) $1,000
|
Initial underlier level (to be set on the trade date, which
may be an intraday level and which may be higher or lower than the actual closing level of the underlier on the trade date):
Final underlier level: the closing level of the underlier
on the determination date, except in the limited circumstances described under “Description of the Securities — Certain
Additional Terms for Securities Linked to an Underlying Index — Discontinuance or Material Modification of an Underlying
Index” on page EA-39 of the accompanying product supplement and subject to adjustment as provided under “Description
of the Securities — Certain Additional Terms for Securities Linked to an Underlying Index — Determining the Closing
Level” on page EA-36 of the accompanying product supplement and “Description of the Securities — Consequences
of a Market Disruption Event; Postponement of a Valuation Date” on pages EA-21 and EA-22 of the accompanying product supplement.
Underlier return: the quotient of (i) the final underlier
level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a positive or negative percentage
Upside participation rate: 150.00%
Cap level (to be set on the trade date): expected to be
between 109.69% and 111.40% of the initial underlier level
Maximum settlement amount (to be set on the trade date):
expected to be between $1,145.35 and $1,171.00 per $1,000 stated principal amount note
Buffer level: 87.50% of the initial underlier level
Buffer amount: 12.50%
Buffer rate: the quotient of the initial underlier
level divided by the buffer level, which equals approximately 114.29%
Trade date:----------.
The trade date is referred to as the “pricing date” in the accompanying product supplement.
Original issue date (settlement date) (to be set on the trade
date): expected to be the fifth scheduled business day following the trade date. See “Supplemental plan of
distribution” below for additional information.
Determination date (to be set on the trade date): expected
to be between 16 and 19 months after the trade date. The determination date is referred to as the “valuation date”
in the accompanying product supplement and is subject to postponement if such date is not a scheduled trading day or if certain
market disruption events occur, as described under “Description of the Securities — Consequences of a Market Disruption
Event; Postponement of a Valuation Date” on pages EA-21 and EA-22 of the accompanying product supplement.
Maturity date (to be set on the trade date): expected
to be the second business day after the scheduled determination date
No interest: the notes will not bear interest
No listing: the notes will not be listed on any securities
exchange or interdealer quotation system
No redemption: the notes will not be subject to redemption
before maturity
Business day: as described under “Description of
the Securities — General” on page EA-20 in the accompanying product supplement.
Scheduled trading day: as described under “Description
of the Securities — Certain Additional Terms for Securities Linked to an Underlying Index — Definitions of Market Disruption
Event and Scheduled Trading Day and Related Definitions” on page EA-37 of the accompanying product supplement.
Supplemental plan of distribution: Citigroup Global Markets
Holdings Inc. expects to sell to CGMI, and CGMI expects to purchase from Citigroup Global Markets Holdings Inc., the aggregate
stated principal amount of the offered notes specified on the front cover of this pricing supplement. CGMI proposes
initially to offer the notes to the public and to certain unaffiliated securities dealers at the issue price set forth on the cover
page of this pricing supplement. CGMI and its affiliates may profit from expected hedging activity related to this offering, even
if the value of the notes declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
CGMI is an affiliate of ours. Accordingly, this offering
will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth
in Rule 5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries
have investment discretion will not be permitted to purchase the notes, either directly or indirectly, without the prior written
consent of the client.
Secondary market sales of securities typically settle two business
days after the date on which the parties agree to the sale. Because the settlement date for the notes is more than two
business days after the trade date, investors who wish to sell the notes at any time prior to the second business day preceding
the original issue date will be required to specify an alternative settlement date for the secondary market sale to prevent a failed
settlement. Investors should consult their own investment advisors in this regard.
See “Plan of Distribution; Conflicts of Interest”
in the accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement
and prospectus for additional information.
A portion of the net proceeds from the sale of the notes will
be used to hedge our obligations under the notes. We expect to hedge our obligations under the notes through CGMI or
other of our affiliates, or through a dealer participating in this offering or its affiliates. CGMI or such other of our affiliates
or such dealer or its affiliates may profit from this expected hedging activity even if the value of the notes declines. This
hedging activity could affect the closing level of the underlier and, therefore, the value of and your return on the notes. For
additional information on the ways in which our counterparties may hedge our obligations under the notes, see “Use of Proceeds
and Hedging” in the accompanying prospectus.
Prohibition of Sales to EEA Retail Investors
The notes may not be offered, sold or otherwise made available
to any retail investor in the European Economic Area. For the purposes of this provision:
|
(a)
|
the expression “retail investor” means a person who is one (or more) of the following:
|
|
(i)
|
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
|
|
(ii)
|
a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or
|
|
(iii)
|
not a qualified investor as defined in Directive 2003/71/EC; and
|
|
(b)
|
the expression “offer” includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes.
|
ERISA: as described under “Benefit Plan Investor
Considerations” on pages EA-52 and EA-53 in the accompanying product supplement.
Calculation Agent: CGMI
CUSIP: 17328YVV3
ISIN: US17328YVV37
Prospectus: The first sentence of
“Description of Debt Securities— Events of Default and Defaults” in the accompanying prospectus shall be amended
to read in its entirety as follows:
Events of default under the indenture are:
|
•
|
|
failure of Citigroup Global Markets Holdings or Citigroup to pay required interest on any debt security of such series for 30 days;
|
|
|
|
|
|
•
|
|
failure of Citigroup Global Markets Holdings or Citigroup to pay principal, other than a scheduled installment payment to a sinking fund, on any debt security of such series for 30 days;
|
|
|
|
|
|
•
|
|
failure of Citigroup Global Markets Holdings or Citigroup to make any required scheduled installment payment to a sinking fund for 30 days on debt securities of such series;
|
|
|
|
|
|
•
|
|
failure of Citigroup Global Markets Holdings to perform for 90 days after notice any other covenant in the indenture applicable to it other than a covenant included in the indenture solely for the benefit of a series of debt securities other than such series; and
|
|
|
|
|
|
•
|
|
certain events of bankruptcy or insolvency of Citigroup Global Markets Holdings, whether voluntary or not (Section 6.01).
|
HYPOTHETICAL EXAMPLES
The table and chart below are provided for purposes of illustration
only. They should not be taken as an indication or prediction of future investment results and are intended merely to
illustrate the impact that various hypothetical underlier levels on the determination date could have on the cash settlement amount
at maturity.
The table and chart below are based on a range of final underlier
levels that are entirely hypothetical; no one can predict what the underlier level will be on any day throughout the life of your
notes, and no one can predict what the final underlier level will be on the determination date. The underlier has been highly volatile
in the past — meaning that the underlier level has changed considerably in relatively short periods — and its performance
cannot be predicted for any future period. Investors in the notes will not receive any dividends on the stocks that
constitute the underlier. The table and chart below do not show any effect of lost dividend yield over the term of the notes. See
“Summary Risk Factors—Investing in the Notes Is Not Equivalent to Investing in the Underlier or the Stocks that Constitute
the Underlier” below.
The information in the table and chart below reflects hypothetical
returns on the notes assuming that they are purchased on the original issue date at the stated principal amount and held to the
maturity date. If you sell your notes in a secondary market prior to the maturity date, your return will depend upon
the value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table or,
chart below such as interest rates, the volatility of the underlier and our and Citigroup Inc.’s creditworthiness. Please
read “Summary Risk Factors—The Value of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors”
in this pricing supplement. It is likely that any secondary market price for the notes will be less than the issue price.
The information in the table and chart also reflects the key
terms and assumptions in the box below.
Key Terms and Assumptions
|
Stated principal amount
|
$1,000
|
Cap level
|
109.69% of the initial underlier level
|
Maximum settlement amount
|
$1,145.35 per $1,000 stated principal amount note
|
Buffer level
|
87.50% of the initial underlier level
|
Buffer rate
|
approximately 114.29%
|
Buffer amount
|
12.50%
|
Neither a market disruption event nor a non-scheduled trading
day occurs on the originally scheduled determination date
No change in or affecting any of the stocks comprising the underlier
or the method by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at the stated principal
amount and held to the stated maturity date
|
Moreover, we have not yet set the initial underlier level that
will serve as the baseline for determining the underlier return and the amount that we will pay on your notes, if any, at maturity.
We will not do so until the trade date. As a result, the actual initial underlier level may differ substantially from
the underlier level prior to the trade date and may be higher or lower than the closing level of the underlier on the trade date.
For these reasons, the actual performance of the underlier over
the life of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples
shown below or to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical
levels of the underlier during recent periods, see “The Underlier — Historical Closing Levels of the Underlier”
below. Before investing in the offered notes, you should consult publicly available information to determine the levels of the
underlier between the date of this pricing supplement and the date of your purchase of the offered notes.
The levels in the left column of the table below represent hypothetical
final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column
represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level (expressed as
a percentage of the initial underlier level), and are expressed as percentages of the stated principal amount of a note (rounded
to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the
value of the cash payment that we would deliver for each $1,000 of the outstanding stated principal amount of the notes on the
maturity date would equal 100.000% of the stated principal amount of a note, based on the corresponding hypothetical final underlier
level (expressed as a percentage of the initial underlier level) and the assumptions noted above.
Hypothetical Final Underlier Level (as Percentage of Initial Underlier Level)
|
Hypothetical Cash Settlement Amount (as Percentage of Stated Principal Amount)
|
200.000%
|
114.535%
|
175.000%
|
114.535%
|
150.000%
|
114.535%
|
109.690%
|
114.535%
|
105.000%
|
107.500%
|
100.000%
|
100.000%
|
95.000%
|
100.000%
|
87.500%
|
100.000%
|
75.000%
|
85.714%
|
50.000%
|
57.143%
|
25.000%
|
28.571%
|
0.000%
|
0.000%
|
If, for example, the final underlier level were determined to
be 25.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be
approximately 28.571% of the stated principal amount of your notes, as shown in the table above. As a result, if you
purchased your notes on the original issue date at the stated principal amount and held them to the maturity date, you would lose
approximately 71.429% of your investment. In addition, if the final underlier level were determined to be 150.000% of
the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be capped at the
maximum settlement amount (expressed as a percentage of the stated principal amount), or 114.535% of each $1,000 stated principal
amount of your notes, as shown in the table above. As a result, you would not benefit from any increase in the final
underlier level over 109.690% of the initial underlier level.
The table above demonstrates the diminishing benefit of the buffer
feature of the notes the lower the final underlier level. For example, if the final underlier level were determined to be 75.000%
of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be approximately
85.714% of the stated principal amount of your notes, resulting in an effective buffer (i.e., the difference between the underlier
return and your return on the notes) of approximately 10.714%. However, if the final underlier level were determined to be 50.000%
of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be approximately
57.143% of the stated principal amount of your notes, resulting in an effective buffer of only approximately 7.143%. The lower
the final underlier level, the lower the effective buffer provided by the notes will be.
The following chart also shows a graphical illustration of the
hypothetical cash settlement amounts that we would pay on your notes on the maturity date, if the final underlier level (expressed
as a percentage of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The
chart shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than
87.500% (the section left of the 87.500% marker on the horizontal axis) would result in a hypothetical cash settlement amount of
less than 100.000% of the stated principal amount of your notes (the section below the 100.000% marker on the vertical axis) and,
accordingly, in a loss of principal to the holder of the notes. The chart also shows that any hypothetical final underlier level
(expressed as a percentage of the initial underlier level) of greater than or equal to 109.690% (the section right of the 109.690%
marker on the horizontal axis) would result in a capped return on your investment.
The cash settlement amounts shown above are entirely hypothetical;
they are based on levels of the underlier that may not be achieved on the determination date. The actual cash settlement
amount you receive on the maturity date may bear little relation to the hypothetical cash settlement amounts shown above, and these
amounts should not be viewed as an indication of the financial return on an investment in the notes. The actual market value of
your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the
financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated maturity
date in the examples above assume you purchased your notes at their stated principal amount and have not been adjusted to reflect
the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will
be affected by the amount you pay for your notes. If you purchase your notes for a price other than the stated principal amount,
the return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the
above examples. Please read “Summary Risk Factors — The Value of the Notes Prior to Maturity Will Fluctuate Based on
Many Unpredictable Factors” beginning on page PS-11 of this pricing supplement.
We cannot predict the actual final underlier level or what the value of your notes will be on any particular day, nor can we predict the relationship between the underlier level and the value of your notes at any time prior to the maturity date. The actual amount that you will receive, if any, at maturity and the return on the notes will depend on the actual initial underlier level, the cap level and the maximum settlement amount, which we will set on the trade date, and the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the maturity date may be very different from the information reflected in the table and chart above.
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SUMMARY RISK FACTORS
An investment in the notes is significantly riskier than
an investment in conventional debt securities. The notes are subject to all of the risks associated with an investment
in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on
our obligations under the notes, and are also subject to risks associated with the underlier. Accordingly, the notes
are suitable only for investors who are capable of understanding the complexities and risks of the notes. You should
consult your own financial, tax and legal advisors as to the risks of an investment in the notes and the suitability of the notes
in light of your particular circumstances.
The following is a summary of certain key risk factors
for investors in the notes. You should read this summary together with the more detailed description of risks relating
to an investment in the notes contained in the section “Risk Factors Relating to the Securities” beginning on page
EA-7 in the accompanying product supplement. You should also carefully read the risk factors included in the accompanying
prospectus supplement and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s
most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the
business of Citigroup Inc. more generally.
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You May Lose Some or All of Your Investment
Unlike conventional debt securities, the notes do not repay a
fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlier. If the
underlier depreciates by more than the buffer amount, you will receive less than the stated principal amount of your notes at maturity. You
should understand that any depreciation of the underlier beyond the buffer amount will result in a loss of more than 1% of the
stated principal amount for each 1% by which the depreciation exceeds the buffer amount, which will progressively offset any protection
that the buffer amount would offer. Accordingly, the lower the final underlier level, the less benefit you will receive from the
buffer. There is no minimum payment at maturity, and you may lose up to all of your investment.
The Initial Underlier Level Will Be
Determined at the Discretion of CGMI, as the Calculation Agent
The initial underlier level may be an intraday level of the underlier
on the trade date, as determined by the calculation agent in its sole discretion, and may not be based on the closing level of
the underlier on such trade date. The initial underlier level may be higher or lower than the actual closing level of
the underlier on the trade date. Although the calculation agent will determine the initial underlier level in good faith,
the discretion exercised by the calculation agent in determining the initial underlier level could have an impact (positive or
negative) on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the
notes in taking any actions that might affect the value of your notes, including the determination of the initial underlier level.
The Notes Do Not Pay Interest
Unlike conventional debt securities, the notes do not pay interest
or any other amounts prior to maturity. You should not invest in the notes if you seek current income during the term of the notes.
Your Potential Return On the Notes Is
Limited
Your potential total return on the notes at maturity is limited
by the maximum settlement amount. Any increase in the final underlier level over the cap level will not increase your
return on the notes and will progressively reduce the effective degree of your participation in the appreciation of the underlier.
The Determination Date of the Notes Is
a Pricing Term and Will Be Determined by the Issuer on the Trade Date
We will not determine the determination date until the
trade date, so you will not know the exact term of, or the maturity date for, the notes at the time that you make your investment
decision. The term of the notes could be as short as the shorter end of the determination date range described on PS-4, and as
long as the longer end of the determination date range. You should be willing to hold your notes until the latest possible maturity
date contemplated by the determination date range. The determination date selected by us could have an impact on the value of the
notes. Assuming no changes in other economic terms of the notes, the value of the notes would likely be lower if the term of the
notes is at the longer end of the determination date range, rather than the shorter end of the determination date range.
Investing in the Notes Is Not Equivalent
to Investing in the Underlier or the Stocks that Constitute the Underlier
You will not have voting rights, rights to receive
dividends or other distributions or any other rights with respect to the stocks that constitute the underlier. As of March
1, 2021, the average dividend yield of the stocks that constitute the underlier was approximately 1.481% per
year. While it is impossible to know the future dividend yield of the stocks that constitute the underlier, if this average
dividend yield were to remain constant for the term of the notes, you would be forgoing an aggregate yield of approximately
2.34% (assuming no reinvestment of dividends and assuming the determination date is set at the most distant date in the range
set forth on the cover page) by investing in the notes instead of investing directly in the stocks that constitute the
underlier or in another investment linked to the underlier that provides for a pass-through of dividends. The payment
scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the notes.
Your Payment at Maturity Depends on
the Closing Level of the Underlier on a Single Day
Because your payment at maturity depends on the closing level
of the underlier solely on the determination date, you are subject to the risk that the closing level of the underlier on that
day may be lower, and possibly significantly lower, than on one or more other dates during the term of the notes. If you had invested
in another instrument linked to the underlier that you could sell for full value at a time selected by you, or if the payment at
maturity were based on an average of closing levels of the underlier, you might have achieved better returns.
The Notes Are Subject to the Credit
Risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
If we default on our obligations under the notes and Citigroup
Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the notes.
The Notes Will Not Be Listed on Any
Securities Exchange and You May Not Be Able to Sell Them Prior to Maturity
The notes will not be listed on any securities exchange. Therefore,
there may be little or no secondary market for the notes. CGMI currently intends to make a secondary market in relation to the
notes and to provide an indicative bid price for the notes on a daily basis. Any indicative bid price for the notes provided by
CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions and other relevant factors,
and will not be a representation by CGMI that the notes can be sold at that price, or at all. CGMI may suspend or terminate making
a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates making
a market, there may be no secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that
is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity.
The Estimated Value of the Notes on
the Trade Date, Based on CGMI’s Proprietary Pricing Models and Our Internal Funding Rate, Will Be Less than the Issue Price
The difference is attributable to certain costs associated with
selling, structuring and hedging the notes that are included in the issue price. These costs include (i) hedging and other costs
incurred by us and our affiliates in connection with the offering of the notes and (ii) the expected profit (which may be more
or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the notes. These
costs also include a fee paid to SIMON Markets LLC, an electronic platform affiliated with Goldman Sachs & Co. LLC, who is
acting as a dealer in connection with the distribution of the notes. These costs adversely affect the economic terms of the notes
because, if they were lower, the economic terms of the notes would be more favorable to you. The economic terms of the notes are
also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the
notes. See “The Estimated Value of the Notes Would Be Lower if It Were Calculated Based on Our Secondary Market Rate”
below.
The Estimated Value of the Notes Was
Determined for Us by Our Affiliate Using Proprietary Pricing Models
CGMI derived the estimated value disclosed on the cover page
of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about the
inputs to its models, such as the volatility of the underlier, dividend yields on the stocks that constitute the underlier and
interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in this offering,
CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore
not an accurate reflection of the value of the notes. Moreover, the estimated value of the notes set forth on the cover page of
this pricing supplement may differ from the value that we or our affiliates may determine for the notes for other purposes, including
for accounting purposes. You should not invest in the notes because of the estimated value of the notes. Instead, you should be
willing to hold the notes to maturity irrespective of the initial estimated value.
The Estimated Value of the Notes Would
Be Lower if It Were Calculated Based on Our Secondary Market Rate
The estimated value of the notes included in this pricing supplement
is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance
of the notes. Our internal funding rate is generally lower than our secondary market rate, which is the rate that CGMI will use
in determining the value of the notes for purposes of any purchases of the notes from you in the secondary market. If the estimated
value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would
likely be lower. We determine our internal funding rate based on factors such as the costs associated with the notes, which are
generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal
funding rate is not an interest rate that we will pay to investors in the notes, which do not bear interest.
Because there is not an active market for traded instruments
referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments
referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the notes, but
subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined
measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness
as adjusted for discretionary factors such as CGMI’s preferences with respect to purchasing the notes prior to maturity.
The Estimated Value of the Notes Is
Not an Indication of the Price, if Any, at Which CGMI or Any Other Person May Be Willing to Buy the Notes From You in the Secondary
Market
Any such secondary market price will fluctuate over the term
of the notes based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included
in this pricing supplement, any value
of the notes determined for purposes of a secondary market transaction
will be based on our secondary market rate, which will likely result in a lower value for the notes than if our internal funding
rate were used. In addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may vary depending
on the aggregate stated principal amount of the notes to be purchased in the secondary market transaction, and the expected cost
of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the notes will be less
than the issue price.
The Value of the Notes Prior to Maturity
Will Fluctuate Based on Many Unpredictable Factors
The value of your notes prior to maturity will fluctuate based
on the level and volatility of the underlier and a number of other factors, including the price and volatility of the stocks that
constitute the underlier, the dividend yields on the stocks that constitute the underlier, interest rates generally, the time remaining
to maturity and our and Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate. Changes in the level
of the underlier may not result in a comparable change in the value of your notes. You should understand that the value of your
notes at any time prior to maturity may be significantly less than the issue price.
If the Level of the Underlier Changes,
the Market Value of Your Notes May Not Change in the Same Manner
Your notes may trade quite differently from the performance of
the underlier. Changes in the level of the underlier may not result in a comparable change in the market value of your
notes. We discuss some of the reasons for this disparity under “— The Value of the Notes Prior to Maturity
Will Fluctuate Based on Many Unpredictable Factors” above.
Immediately Following Issuance, Any
Secondary Market Bid Price Provided by CGMI, and the Value That Will Be Indicated on Any Brokerage Account Statements Prepared
by CGMI or Its Affiliates, Will Reflect a Temporary Upward Adjustment
The amount of this temporary upward adjustment will steadily
decline to zero over the temporary adjustment period. See “Valuation of the Notes” in this pricing supplement.
Our Offering of the Notes Does Not Constitute
a Recommendation of the Underlier
The fact that we are offering the notes does not mean that we
believe that investing in an instrument linked to the underlier is likely to achieve favorable returns. In fact, as we are part
of a global financial institution, our affiliates may have positions (including short positions) in the stocks that constitute
the underlier or in instruments related to the underlier or such stocks and may publish research or express opinions, that in each
case are inconsistent with an investment linked to the underlier. These and other activities of our affiliates may affect the level
of the underlier in a way that has a negative impact on your interests as a holder of the notes.
The Level of the Underlier May Be Adversely
Affected by Our or Our Affiliates’ Hedging and Other Trading Activities
We expect to hedge our obligations under the notes through CGMI
or other of our affiliates, or through a dealer participating in this offering or its affiliates, who may take positions directly
in the stocks that constitute the underlier and other financial instruments related to the underlier or such stocks and may adjust
such positions during the term of the notes. Our affiliates also trade the stocks that constitute the underlier and other financial
instruments related to the underlier or such stocks on a regular basis (taking long or short positions or both), for their accounts,
for other accounts under their management or to facilitate transactions on behalf of customers. Any dealer participating in the
offering of the notes or its affiliates may engage in similar activities. These activities could affect the level of the underlier
in a way that negatively affects the value of the notes. They could also result in substantial returns for us or our affiliates
or any dealer or its affiliates while the value of the notes declines. If the dealer from which you purchase notes is to conduct
hedging activities for us in connection with the notes, that dealer may profit in connection with such hedging activities and such
profit, if any, will be in addition to the compensation that the dealer receives for the sale of the notes to you. You should be
aware that the potential to earn fees in connection with hedging activities may create a further incentive for the dealer to sell
the notes to you in addition to the compensation they would receive for the sale of the notes.
We and Our Affiliates May Have Economic
Interests That Are Adverse to Yours as a Result of Our Affiliates’ Business Activities
Our affiliates may currently or from time to time engage in business
with the issuers of the stocks that constitute the underlier, including extending loans to, making equity investments in or providing
advisory services to such issuers. In the course of this business, we or our affiliates may acquire non-public information about
such issuers, which we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer,
they may exercise any remedies against such issuer that are available to them without regard to your interests. Any dealer participating
in the offering of the notes or its affiliates may engage in similar activities.
The Calculation Agent, Which Is an Affiliate
of Ours, Will Make Important Determinations With Respect to the Notes
If certain events occur, such as market disruption events or
the discontinuance of the underlier, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly
affect your payment at maturity. In making these judgments, the calculation agent’s interests as an affiliate
of ours could be adverse to your interests as a holder of the notes.
Adjustments to the Underlier May Affect
the Value of Your Notes
The underlier sponsor may add, delete or substitute the stocks
that constitute the underlier or make other methodological changes that could affect the level of the underlier. The underlier
sponsor may discontinue or suspend calculation or publication of the underlier at any time without regard to your interests as
holders of the notes.
We May Sell an Additional Aggregate
Stated Principal Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate
stated principal amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes
in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover
of this pricing supplement.
If You Purchase Your Notes at a Premium
to the Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Stated Principal
Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
The cash settlement amount will not be adjusted based on the
issue price you pay for the notes. If you purchase notes at a price that differs from the stated principal amount of the notes,
then the return on your investment in such notes held to the stated maturity date will differ from, and may be substantially less
than, the return on notes purchased at the stated principal amount. If you purchase your notes at a premium to the stated principal
amount and hold them to the stated maturity date, the return on your investment in the notes will be lower than it would have been
had you purchased the notes at the stated principal amount or a discount to the stated principal amount. In addition, the impact
of the buffer level and the cap level on the return on your investment will depend upon the price you pay for your notes relative
to the stated principal amount. For example, if you purchase your notes at a premium to the stated principal amount, the cap level
will only permit a lower percentage increase in your investment in the notes than would have been the case for notes purchased
at the stated principal amount or a discount to the stated principal amount. Similarly, the buffer level, while still providing
some protection for the return on the notes, will allow a greater percentage decrease in your investment in the notes than would
have been the case for notes purchased at the stated principal amount or a discount to the stated principal amount.
The U.S. Federal Tax Consequences of
an Investment in the Notes Are Unclear
There is no direct legal authority regarding
the proper U.S. federal tax treatment of the notes, and we do not plan to request a ruling from the Internal Revenue Service (the
“IRS”). Consequently, significant aspects of the tax treatment of the notes are uncertain, and the IRS or
a court might not agree with the treatment of the notes as prepaid forward contracts. If the IRS were successful in
asserting an alternative treatment of the notes, the tax consequences of the ownership and disposition of the notes might be materially
and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the
U.S. federal tax treatment of the notes, possibly retroactively.
If you are a non-U.S. investor, you should
review the discussion of withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders”
below.
You should read carefully the discussion
under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying
product supplement and “United States Federal Tax Considerations” in this pricing supplement. You should
also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the notes, as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
THE UNDERLIER
The S&P 500® Index consists
of common stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity
markets. The S&P 500® Index is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500®
Index is reported by Bloomberg L.P. under the ticker symbol “SPX.”
“Standard & Poor’s,” “S&P”
and “S&P 500®” are trademarks of Standard & Poor’s Financial Services LLC and have been
licensed for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—The S&P
U.S. Indices—License Agreement” in the accompanying underlying supplement.
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. Additional information is available on the underlier sponsor’s website (including information
regarding (i) the underlier’s top ten constituents and (ii) the underlier’s sector weightings). We are not incorporating
by reference the website or any material it includes in this document. Neither the issuer nor CGMI makes any representation that
such publicly available information regarding the underlier is accurate or complete.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past
and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing
level of the underlier during the period shown below is not an indication that the underlier is more or less likely to increase
or decrease at any time during the life of your notes.
You should not take the historical levels of the underlier
as an indication of the future performance of the underlier. We cannot give you any assurance that the future performance of
the underlier will result in your receiving an amount greater than the stated principal amount of your notes on the maturity date.
Neither we nor any of our affiliates make any representation
to you as to the performance of the underlier. The actual performance of the underlier over the life of the notes, as
well as the cash settlement amount, may bear little relation to the historical levels shown below.
The graph below shows the closing level of the underlier for
each day such level was available from January 2, 2015 to March 1, 2021. We obtained the closing levels from Bloomberg L.P.,
without independent verification.
The closing level of the underlier on March 1, 2021 was
3,901.82.
UNITED STATES FEDERAL TAX CONSIDERATIONS
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP,
a note should be treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a note, you
agree (in the absence of an administrative determination or judicial ruling to the contrary) to this treatment. There
is uncertainty regarding this treatment, and the IRS or a court might not agree with it. Moreover, our counsel’s opinion
is based on market conditions as of the date of this preliminary pricing supplement and is subject to confirmation on the pricing
date.
Assuming this treatment of the notes is respected and subject
to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:
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You should not recognize taxable income over the term of the notes
prior to maturity, other than pursuant to a sale or exchange.
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Upon a sale or exchange of a note (including retirement at maturity),
you should recognize capital gain or loss equal to the difference between the amount realized and your tax basis in the note. Such
gain or loss should be long-term capital gain or loss if you held the note for more than one year.
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We do not plan to request a ruling from the IRS regarding the
treatment of the notes. An alternative characterization of the notes could materially and adversely affect the tax consequences
of ownership and disposition of the notes, including the timing and character of income recognized. In addition, the U.S. Treasury
Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid
forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future
regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your
tax adviser regarding possible alternative tax treatments of the notes and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and
in “United States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder
(as defined in the accompanying product supplement) of the notes, you generally should not be subject to U.S. federal withholding
or income tax in respect of any amount paid to you with respect to the notes, provided that (i) income in respect of the notes
is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the applicable
certification requirements.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed
paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”)
or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially
replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable
Treasury regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior
to January 1, 2023 that do not have a “delta” of one. Based on the terms of the notes and representations
provided by us as of the date of this preliminary pricing supplement, our counsel is of the opinion that the notes should not be
treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any U.S. Underlying
Equity and, therefore, should not be subject to withholding tax under Section 871(m). However, the final determination
regarding the treatment of the notes under Section 871(m) will be made as of the pricing date for the notes, and it is possible
that the notes will be subject to withholding tax under Section 871(m) based on the circumstances as of that date.
A determination that the notes are not subject to Section 871(m)
is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its
application may depend on your particular circumstances, including your other transactions. You should consult your
tax adviser regarding the potential application of Section 871(m) to the notes.
If withholding tax applies to the notes, we will not be required
to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination
with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the notes.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the notes and any tax consequences arising under the
laws of any state, local or non-U.S. taxing jurisdiction.
VALUATION OF THE NOTES
CGMI calculated the estimated value of the notes set forth on
the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated
an estimated value for the notes by estimating the value of a hypothetical package of financial instruments that would replicate
the payout on the notes, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments
underlying the economic terms of the notes (the “derivative component”). CGMI calculated the estimated value of the
bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative
component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that constitute
the derivative component based on various inputs, including the factors described under “Summary Risk Factors—The Value
of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors” in this pricing supplement, but not including
our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions made by CGMI
in its discretionary judgment.
The estimated value of
the notes is a function of the terms of the notes and the inputs to CGMI’s proprietary pricing models. The range
for the estimated value of the notes set forth on the cover page of this preliminary pricing supplement reflects terms of the notes
that have not yet been fixed as well as uncertainty on the date of this preliminary pricing supplement about the inputs to CGMI’s
proprietary pricing models on the trade date.
For a period of approximately three months following issuance
of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated
for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through
one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise
be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its
affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis
over the three-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See
“Summary Risk Factors — The Notes Will Not Be Listed on Any Securities Exchange and You May Not Be Able to Sell Them
Prior to Maturity.”
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