Autocallable Barrier Securities Linked to the
Worst Performing of the Energy Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund
Due March 15, 2022
KEY TERMS
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
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Underlyings:
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Underlying
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Initial underlying value*
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Trigger value**
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Premium threshold value*
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Energy Select Sector SPDR® Fund
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$
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$
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$
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Health Care Select Sector SPDR® Fund
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$
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$
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$
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* For each underlying, its closing value on the pricing
date
** For each underlying, 80% of its initial
underlying value
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Stated principal amount:
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$1,000 per security
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Pricing date:
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March 3, 2021
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Issue date:
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March 8, 2021
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Valuation dates:
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September 3, 2021 and March 10, 2022 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
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Maturity date:
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Unless earlier redeemed, March 15, 2022
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Automatic early redemption:
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If, on the valuation date prior to the final valuation date, the closing value of the worst performing underlying is greater than or equal to its premium threshold value, the securities will be automatically redeemed on the third business day immediately following that valuation date for an amount in cash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemed following the valuation date prior to the final valuation date, they will cease to be outstanding and you will no longer have the opportunity to participate in any appreciation of the worst performing underlying on the final valuation date at the upside participation rate.
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Payment at maturity:
|
If the securities are not automatically redeemed prior to maturity,
you will receive at maturity, for each security you then hold:
§
If the final underlying value of the worst
performing underlying on the final valuation date is greater than or equal to its initial underlying value: $1,000 + the
return amount
§
If the final underlying value of the worst
performing underlying on the final valuation date is less than its initial underlying value but greater than or equal
to its trigger value: $1,000
§
If the final underlying value of the worst
performing underlying on the final valuation date is less than its trigger value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)
If the securities are not automatically redeemed prior to
maturity and the final underlying value of the worst performing underlying on the final valuation date is less than its trigger
value, you will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity.
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Listing:
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The securities will not be listed on any securities exchange
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Underwriter:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
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Underwriting fee and issue price:
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Issue price(1)
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Underwriting fee(2)
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Proceeds to issuer
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Per security:
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$1,000
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$10
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$990
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Total:
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$
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$
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$
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(Key Terms continued on next page)
(1) Citigroup Global Markets Holdings Inc. currently expects
that the estimated value of the securities on the pricing date will be at least $907.00 per security, which will be less than the
issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding
rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any,
at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation
of the Securities” in this pricing supplement.
(2) For more information on the distribution of the securities,
see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its
affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. See
“Use of Proceeds and Hedging” in the accompanying prospectus.
Investing in the securities involves risks not associated
with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and
the accompanying product supplement, 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:
Prospectus Supplement and Prospectus each dated May 14, 2018
The securities are not bank deposits and
are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.
Citigroup Global Markets Holdings Inc.
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KEY TERMS (continued)
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Premium:
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The premium applicable to the valuation date prior to the final
valuation date will be determined on the pricing date and will be at least the percentage indicated below. The premium
may be significantly less than the appreciation of any underlying from the pricing date to the valuation date prior to the final
valuation date.
·
September
3, 2021: 20.00% of the stated principal amount
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Return amount:
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$1,000 × the underlying return of the worst performing underlying on the final valuation date × the upside participation rate
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Upside participation rate:
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150%
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Final underlying value:
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For each underlying, its closing value on the final valuation date
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Underlying return:
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For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial underlying value, divided by (ii) its initial underlying value
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Worst performing underlying:
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For any valuation date, the underlying with the lowest underlying return determined as of that valuation date
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CUSIP / ISIN:
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17328YTH7 / US17328YTH70
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Additional Information
General. The terms of the securities are set forth in
the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The
accompanying product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this
pricing supplement. For example, the accompanying product supplement contains important information about how the closing
value of each underlying will be determined and about adjustments that may be made to the terms of the securities upon the occurrence
of market disruption events and other specified events with respect to each underlying. 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.
Closing Value. The
“closing value” of each underlying on any date is the closing price of its underlying shares on such date, as provided
in the accompanying product supplement. The “underlying shares” of the underlyings are their respective shares that
are traded on a U.S. national securities exchange. Please see the accompanying product supplement for more information.
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:
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▪
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failure of Citigroup Global Markets Holdings or Citigroup to pay required interest on any debt security of such series for
30 days;
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▪
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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;
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▪
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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;
|
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▪
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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
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▪
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certain events of bankruptcy or insolvency of Citigroup Global Markets Holdings, whether voluntary or not (Section 6.01).
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Citigroup Global Markets Holdings Inc.
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Payout Table and Diagram
The table below illustrates how the amount payable per security
will be calculated if the closing value of the worst performing underlying on the valuation date prior to the final valuation date
is greater than or equal to its premium threshold value. The table assumes that the premium applicable to the valuation date prior
to the final valuation date will be set at the lowest value indicated under “Key Terms” above. The actual premium applicable
to each valuation date will be determined on the pricing date.
If the first valuation date on which the closing value of the worst performing underlying on the valuation date is greater than or equal to its premium threshold value is . . .
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. . . then you will receive the following payment per $1,000 security upon automatic early redemption:
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September 3, 2021
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$1,000 + applicable premium = $1,000 + $200.00 = $1,200.00
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If, on the valuation date prior to the final valuation date,
the closing value of any underlying is greater than or equal to its premium threshold value, but the closing value of any other
underlying is less than its premium threshold value, you will not receive the premium indicated above following that valuation
date. In order to receive the premium indicated above, the closing value of each underlying on the valuation
date prior to the final valuation date must be greater than or equal to its premium threshold value.
The diagram below illustrates
the payment at maturity of the securities, assuming the securities have not previously been automatically redeemed, for a range
of hypothetical underlying returns of the worst performing underlying on the final valuation date. Your payment at maturity
(if the securities are not earlier automatically redeemed) will be determined based solely on the performance of the worst performing
underlying on the final valuation date.
Investors in the securities will not receive any dividends
with respect to the underlyings. The diagram and examples below do not show any effect of lost dividend yield over the term of
the securities. See “Summary Risk Factors—You will not receive dividends or have any other rights with respect
to the underlyings” below.
Payment at Maturity
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Citigroup Global Markets Holdings Inc.
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Hypothetical Examples of the Payment at Maturity
The examples below illustrate how to determine the payment at
maturity on the securities, assuming the securities are not automatically redeemed prior to maturity. The examples are solely for
illustrative purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on the securities.
The examples below are based on the following hypothetical values
and do not reflect the actual initial underlying values or trigger values of the underlyings. For the actual initial underlying
values and trigger values, 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 trigger value of each
underlying, and not the hypothetical values indicated below.
Underlying
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Hypothetical initial underlying value
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Hypothetical trigger value
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Energy Select Sector SPDR® Fund
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$100
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$80 (80% of its hypothetical initial underlying value)
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Health Care Select Sector SPDR® Fund
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$100
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$80 (80% of its hypothetical initial underlying value)
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The examples below are intended to illustrate how, if the securities
are not automatically redeemed prior to maturity, your payment at maturity will depend on the final underlying value of the worst
performing underlying on the final valuation date. Your actual payment at maturity per security will depend on the actual
final underlying value of the worst performing underlying on the final valuation date.
Example 1—Upside Scenario.
Underlying
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Hypothetical final underlying value
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Hypothetical underlying return
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Energy Select Sector SPDR® Fund
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$110
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10%
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Health Care Select Sector SPDR® Fund
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$150
|
50%
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Payment at maturity per security = $1,000 + the return amount
= $1,000 + ($1,000 × the underlying return of the worst
performing underlying on the final valuation date × the upside participation rate)
= $1,000 + ($1,000 × 10% × 150%)
= $1,000 + $150
= $1,150
In this example, the Energy Select Sector SPDR®
Fund has the lowest underlying return and is, therefore, the worst performing underlying on the final valuation date. Because
the final underlying value of the worst performing underlying on the final valuation date is greater than its initial underlying
value, your total return at maturity would equal the underlying return of the worst performing underlying on the final valuation
date multiplied by the upside participation rate.
Example 2—Par Scenario.
Underlying
|
Hypothetical final underlying value
|
Hypothetical underlying return
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Energy Select Sector SPDR® Fund
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$90
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-10%
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Health Care Select Sector SPDR® Fund
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$120
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20%
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In this example, the Energy Select Sector SPDR®
Fund has the lowest underlying return and is, therefore, the worst performing underlying on the final valuation date. Because
the final underlying value of the worst performing underlying on the final valuation date is less than its initial underlying value
but greater than its trigger value, you would be repaid the stated principal amount of $1,000 per security at maturity but would
not receive any premium.
Citigroup Global Markets Holdings Inc.
|
|
Example 3—Downside Scenario.
Underlying
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Hypothetical final underlying value
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Hypothetical underlying return
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Energy Select Sector SPDR® Fund
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$105
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5%
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Health Care Select Sector SPDR® Fund
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$30
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-70%
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In this example, the Health Care Select Sector SPDR®
Fund has the lowest underlying return and is, therefore, the worst performing underlying on the final valuation date. Because
the final underlying value of the worst performing underlying on the final valuation date is less than its trigger value, you would
receive a payment at maturity per security that is significantly less than the stated principal amount, calculated as follows:
Payment at maturity per security = $1,000 + ($1,000 × the
underlying return of the worst performing underlying on the final valuation date)
= $1,000 + ($1,000 × -70%)
= $1,000 + -$700
= $300
In this example, you would incur a significant loss at maturity
and would have full downside exposure to the depreciation of the worst performing underlying on the final valuation date from its
initial underlying value to its final underlying value.
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.
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§
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You may lose a significant portion or all of your investment.
Unlike conventional debt securities, the securities do not provide for the repayment of the stated principal amount at maturity
in all circumstances. If the securities are not automatically redeemed prior to maturity, your payment at maturity will
depend on the final underlying value of the worst performing underlying on the final valuation date. If the final underlying
value of the worst performing underlying on the final valuation date is less than its trigger value, you will lose 1% of the stated
principal amount of the securities for every 1% by which the worst performing underlying on the final valuation date has declined
from its initial underlying value. There is no minimum payment at maturity on the securities, and you may lose up to
all of your investment.
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|
§
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The trigger feature of the securities exposes you to particular
risks. Although you will be repaid at least your stated principal amount at maturity so long as the final underlying value
of the worst performing underlying on the final valuation date is greater than or equal to its trigger value, you will have full
downside exposure to that worst performing underlying on the final valuation date if its final underlying value is less than its
trigger value. In this scenario, you will lose 1% of the stated principal amount of the securities for every 1% by which the worst
performing underlying on the final valuation date has declined from its initial underlying value to its final underlying value
and you may lose your entire investment in the securities.
|
|
§
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The securities do not pay interest. You should not invest in
the securities if you seek current income during the term of the securities.
|
|
§
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The securities are subject to heightened risk because they have
multiple underlyings. The securities are more risky than similar investments that may be available with only one
underlying. With multiple underlyings, there is a greater chance that any one underlying will perform poorly, adversely affecting
your return on the securities.
|
|
§
|
The securities are subject to the risks of each of the underlyings
and will be negatively affected if any one underlying performs poorly. You are subject to risks associated with
each of the underlyings. If any one underlying performs poorly, you will be negatively affected. The securities are not linked
to a basket composed of the underlyings, where the blended performance of the underlyings would be better than the performance
of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of the underlyings
is the worst performing underlying.
|
|
§
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You will not benefit in any way from the performance of any better
performing underlying. The return on the securities depends solely on the performance of the worst performing underlying,
and you will not benefit in any way from the performance of any better performing underlying.
|
|
§
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You will be subject to risks relating to the relationship between
the underlyings. It is preferable from your perspective for the underlyings to be correlated with each other, in
the sense that their closing values tend to increase or decrease at similar times and by similar magnitudes. By investing
in the securities, you assume the risk that the underlyings will not exhibit this relationship. The less correlated
the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities. All
that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly. It is impossible
to predict what the relationship between the underlyings will be over the term of the securities. The underlyings differ
in significant ways and, therefore, may not be correlated with each other.
|
|
§
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The securities may be automatically redeemed prior to maturity,
limiting the term of the securities. If the closing value of the worst performing underlying on the valuation date
prior to the final valuation date is greater than or equal to its premium threshold value, the securities will be automatically
redeemed. If the securities are automatically redeemed following the valuation date prior to the final valuation date,
they will cease to be outstanding and you will not receive the return applicable to the final valuation date. Moreover, you may
not be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk.
|
|
§
|
You will not receive dividends or have any other rights with respect
to the underlyings. You will not receive any dividends with respect to the underlyings. This lost dividend
yield may be significant over the term of the securities. The payment scenarios
|
Citigroup Global Markets Holdings Inc.
|
|
described in this pricing supplement do not show any
effect of such lost dividend yield over the term of the securities. In addition, you will not have voting rights or
any other rights with respect to the underlyings or the stocks included in the underlyings.
|
§
|
The performance of the securities will depend on the closing values
of the underlyings solely on the valuation dates, which makes the securities particularly sensitive to volatility in the closing
values of the underlyings on or near the valuation dates. Whether the securities will be automatically redeemed
prior to maturity will depend on the closing values of the underlyings solely on the valuation date prior to the final valuation
date, regardless of the closing values of the underlyings on other days during the term of the securities. If the securities are
not automatically redeemed prior to maturity, what you receive at maturity will depend solely on the final underlying value of
the worst performing underlying on the final valuation date, and not on any other day during the term of the securities. Because
the performance of the securities depends on the closing values of the underlyings on a limited number of dates, the securities
will be particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates. You should
understand that the closing value of each underlying has historically been highly volatile.
|
|
§
|
The securities are subject to the credit risk of Citigroup Global
Markets Holdings Inc. and Citigroup Inc. If we default on our obligations under the securities and Citigroup Inc.
defaults on its guarantee obligations, you may not receive anything owed to you under the securities.
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|
§
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The securities will not be listed on any securities exchange and
you may not be able to sell them prior to maturity. The securities will not be listed on any securities exchange.
Therefore, there may be little or no secondary market for the securities. CGMI currently intends to make a secondary
market in relation to the securities and to provide an indicative bid price for the securities on a daily basis. Any
indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole discretion, taking into account
prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold
at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without
notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market
at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities
prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.
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§
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The estimated value of the securities on the pricing date, based
on CGMI’s proprietary pricing models and our internal funding rate, is less than the issue price. The difference
is attributable to certain costs associated with selling, structuring and hedging the securities that are included in the issue
price. These costs include (i) any selling concessions or other fees paid in connection with the offering of the securities,
(ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the securities and (iii) the
expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our
obligations under the securities. These costs adversely affect the economic terms of the securities because, if they
were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities
are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price
the securities. See “The estimated value of the securities would be lower if it were calculated based on our secondary
market rate” below.
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|
§
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The estimated value of the securities was determined for us by our
affiliate using proprietary pricing models. CGMI derived the estimated value disclosed on the cover page of this
pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about
the inputs to its models, such as the volatility of, and correlation between, the underlyings, dividend yields on the underlyings
and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in this
offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to
be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the
securities set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine
for the securities for other purposes, including for accounting purposes. You should not invest in the securities because
of the estimated value of the securities. Instead, you should be willing to hold the securities to maturity irrespective
of the initial estimated value.
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§
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The estimated value of the securities would be lower if it were
calculated based on our secondary market rate. The estimated value of the securities included in this pricing supplement
is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance
of the securities. Our internal funding rate is generally lower than our secondary market rate, which is the rate that CGMI will
use in determining the value of the securities for purposes of any purchases of the securities from you in the secondary market. If
the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding
rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs 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 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.
Citigroup Global Markets Holdings Inc.
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|
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§
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The estimated value of the securities is not an indication of the
price, if any, at which CGMI or any other person may be willing to buy the securities from you in the secondary market. Any
such secondary market price will fluctuate over the term of the securities based on the market and other factors described in the
next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the securities
determined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result
in a lower value for the securities than if our internal funding rate were used. In addition, any secondary market price
for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the
securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As
a result, it is likely that any secondary market price for the securities will be less than the issue price.
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§
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The value of the securities prior to maturity will fluctuate based
on many unpredictable factors. The value of your securities prior to maturity will fluctuate based on the closing values of
the underlyings, the volatility of the closing values of the underlyings, the correlation between the underlyings, dividend
yields on the underlyings, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness,
as reflected in our secondary market rate, among other factors described under “Risk Factors Relating to the Securities—Risk
Factors Relating to All Securities—The value of your securities prior to maturity will fluctuate based on many unpredictable
factors” in the accompanying product supplement. Changes in the closing values of the underlyings may not result
in a comparable change in the value of your securities. You should understand that the value of your securities at any
time prior to maturity may be significantly less than the issue price.
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§
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Immediately following issuance, any secondary market bid price provided
by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect
a temporary upward adjustment. The amount of this temporary upward adjustment will steadily decline to zero over
the temporary adjustment period. See “Valuation of the Securities” in this pricing supplement.
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§
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The Energy Select Sector SPDR®
Fund is subject to concentrated risks associated with the energy sector. The stocks included in the index underlying the Energy
Select Sector SPDR® Fund and that are generally tracked by the Energy Select Sector SPDR® Fund are
stocks of companies whose primary business is directly associated with the energy sector, including the following two sub-sectors:
(i) oil, gas and consumable fuels and (ii) energy equipment and services. Because the securities are linked to the performance
of the Energy Select Sector SPDR® Fund, an investment in the securities exposes investors to concentrated risks
associated with investments in the energy sector.
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Energy companies
develop and produce crude oil and natural gas and/or provide drilling and other energy resources production and distribution related
services. Stock prices for these types of companies are mainly affected by the business, financial and operating conditions of
the particular company, as well as changes in prices for oil, gas and other types of fuels, which in turn largely depend on supply
and demand for various energy products and services. Some of the factors that may influence supply and demand for energy products
and services include: general economic conditions and growth rates; weather conditions; the cost of exploring for, producing and
delivering oil and gas; technological advances affecting energy efficiency and energy consumption; the ability of the Organization
of Petroleum Exporting Countries (OPEC) to set and maintain production levels of oil; currency fluctuations; inflation; natural
disasters; civil unrest, acts of sabotage or terrorism; and other regional or global events. The profitability of energy companies
may also be adversely affected by existing and future laws, regulations, government actions and other legal requirements relating
to protection of the environment, health and safety matters and others that may increase the costs of conducting their business
or may reduce or delay available business opportunities. Increased supply or weak demand for energy products and services, as well
as various developments leading to higher costs of doing business or missed business opportunities, would adversely impact the
performance of companies in the energy sector. The value of the securities may be subject to greater volatility and be more adversely
affected by a single economic, political or regulatory occurrence affecting the energy sector or one of the sub-sectors of the
energy sector than a different investment linked to securities of a more broadly diversified group of issuers.
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§
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The Health Care Select Sector SPDR®
Fund is subject to risks associated with the health care sector. All or substantially all of the securities held by the Health
Care Select Sector SPDR® Fund are issued by companies whose primary line of business is directly associated with
the health care sector. As a result, the value of the securities may be subject to greater volatility and be more adversely affected
by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities
of a more broadly diversified group of issuers. Companies in the health care sector are subject to extensive government regulation
and their profitability can be significantly affected by restrictions on government reimbursement for medical expenses, rising
costs of medical products and services, pricing pressure (including price discounting), limited product lines and an increased
emphasis on the delivery of health care through outpatient services. Companies in the health care sector are heavily dependent
on obtaining and defending patents, which may be time consuming and costly, and the expiration of patents may also adversely affect
the profitability of these companies. Health care companies are also subject to extensive litigation based on product liability
and similar claims. In addition, their products can become obsolete due to industry innovation, changes in technologies or other
market developments. Many new products in the health care sector require significant research and development and may be subject
to regulatory approvals, all of which may be time consuming and costly with no guarantee that any product will come to market. These
factors could affect the health care sector and could affect the value of the securities held by the Health Care Select Sector
SPDR® Fund and the value of the Health Care Select Sector SPDR® Fund during the term of the securities,
which may adversely affect the value of your securities.
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Our offering of the securities is not a recommendation of any underlying.
The fact that we are offering the securities does not mean that we believe that investing in an instrument linked to the underlyings
is likely to achieve favorable returns. In fact, as we
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Citigroup Global Markets Holdings Inc.
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are part of a global financial institution, our affiliates
may have positions (including short positions) in the underlyings or in instruments related to the underlyings, and may publish
research or express opinions, that in each case are inconsistent with an investment linked to the underlyings. These and other
activities of our affiliates may affect the closing values of the underlyings in a way that negatively affects the value of and
your return on the securities.
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The closing value of an underlying may be adversely affected by
our or our affiliates’ hedging and other trading activities. We expect to hedge our obligations under the
securities through CGMI or other of our affiliates, who may take positions in the underlyings or in financial instruments related
to the underlyings and may adjust such positions during the term of the securities. Our affiliates also take positions
in the underlyings or in financial instruments related to the underlyings on a regular basis (taking long or short positions or
both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These
activities could affect the closing values of the underlyings in a way that negatively affects the value of and your return on
the securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.
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We and our affiliates may have economic interests that are adverse
to yours as a result of our affiliates’ business activities. Our affiliates engage in business activities with a wide
range of companies. These activities include extending loans, making and facilitating investments, underwriting securities
offerings and providing advisory services. These activities could involve or affect the underlyings in a way that negatively
affects the value of and your return on the securities. They could also result in substantial returns for us or our affiliates
while the value of the securities declines. In addition, in the course of this business, we or our affiliates may acquire
non-public information, which will not be disclosed to you.
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The calculation agent, which is an affiliate of ours, will make
important determinations with respect to the securities. If certain events occur during the term of the securities,
such as market disruption events and other events with respect to an underlying, CGMI, as calculation agent, will be required to
make discretionary judgments that could significantly affect your return on the securities. In making these judgments,
the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities. See
“Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The calculation agent, which
is an affiliate of ours, will make important determinations with respect to the securities” in the accompanying product supplement.
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Even if an underlying pays a dividend that
it identifies as special or extraordinary, no adjustment will be required under the securities for that dividend unless it meets
the criteria specified in the accompanying product supplement. In general, an adjustment will not be made under the terms of
the securities for any cash dividend paid by an underlying unless the amount of the dividend per share, together with any other
dividends paid in the same quarter, exceeds the dividend paid per share in the most recent quarter by an amount equal to at least
10% of the closing value of that underlying on the date of declaration of the dividend. Any dividend will reduce the closing value
of the underlying by the amount of the dividend per share. If an underlying pays any dividend for which an adjustment is not made
under the terms of the securities, holders of the securities will be adversely affected. See “Description of the Securities—Certain
Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments—Certain
Extraordinary Cash Dividends” in the accompanying product supplement.
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The securities will not be adjusted for
all events that may have a dilutive effect on or otherwise adversely affect the closing value of an underlying. For example,
we will not make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria described above,
partial tender offers or additional underlying share issuances. Moreover, the adjustments we do make may not fully offset the dilutive
or adverse effect of the particular event. Investors in the securities may be adversely affected by such an event in a circumstance
in which a direct holder of the underlying shares of an underlying would not.
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The securities may become linked to an
underlying other than an original underlying upon the occurrence of a reorganization event or upon the delisting of the underlying
shares of that original underlying. For example, if an underlying enters into a merger agreement that provides for holders
of its underlying shares to receive shares of another entity and such shares are marketable securities, the closing value of that
underlying following consummation of the merger will be based on the value of such other shares. Additionally, if the underlying
shares of an underlying are delisted, the calculation agent may select a successor underlying. See “Description of the Securities—Certain
Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF” in the accompanying product supplement.
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The value and performance of the underlying
shares of an underlying may not completely track the performance of the underlying index that the underlying seeks to track or
the net asset value per share of the underlying. Each underlying does not fully replicate the underlying index that it seeks
to track and may hold securities different from those included in its underlying index. In addition, the performance of an underlying
will reflect additional transaction costs and fees that are not included in the calculation of its underlying index. All of these
factors may lead to a lack of correlation between the performance of an underlying and its underlying index. In addition, corporate
actions with respect to the equity securities held by an underlying (such as mergers and spin-offs) may impact the variance between
the performance of an underlying and its underlying index. Finally, because the underlying shares are traded on an exchange and
are subject to market supply and investor demand, the closing value of an underlying may differ from the net asset value per share
of an underlying.
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During periods
of market volatility, securities included in an underlying’s underlying index may be unavailable in the secondary market,
market participants may be unable to calculate accurately the net asset value per share of an underlying and the liquidity of an
underlying may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create
and redeem shares of an underlying. Further, market volatility may adversely affect, sometimes materially, the price at which market
participants are willing to buy and sell the underlying shares. As a result, under these circumstances, the closing value of
Citigroup Global Markets Holdings Inc.
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an underlying
may vary substantially from the net asset value per share of an underlying. For all of the foregoing reasons, the performance of
an underlying may not correlate with the performance of its underlying index and/or its net asset value per share, which could
materially and adversely affect the value of the securities and/or reduce your return on the securities.
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Changes that affect the underlyings may affect the value of your
securities. The sponsors of the underlyings may at any time make methodological changes or other changes in the
manner in which they operate that could affect the values of the underlyings. We are not affiliated with any such underlying
sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such changes could adversely
affect the performance of the underlyings and the value of and your return on the securities.
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The U.S. federal tax consequences of an investment in the securities
are unclear. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities,
and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant
aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the
securities as prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the securities,
the tax consequences of the ownership and disposition of the securities might be materially and adversely affected. Even if the
treatment of the securities as prepaid forward contracts is respected, a security may be treated as a “constructive ownership
transaction,” with potentially adverse consequences described below under “United States Federal Tax Considerations.”
Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the
securities, possibly retroactively.
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If you are a non-U.S. investor, you should review
the discussion of withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.
You should read carefully the
discussion under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities”
in the accompanying product supplement and “United States Federal Tax Considerations” in this pricing supplement. You
should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as
tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Citigroup Global Markets Holdings Inc.
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Information About the Energy Select Sector SPDR®
Fund
The Energy Select Sector
SPDR® Fund is an exchange-traded fund that seeks to provide investment results that, before expenses, correspond
generally to the performance of publicly traded equity securities of companies in the S&P Energy Select Sector Index. The S&P
Energy Select Sector Index is intended to provide an indication of the pattern of common stock price movements of companies that
are components of the S&P 500® Index and are involved in the development or production of energy. The S&P
Energy Select Sector Index includes companies in the following two industries: (i) oil, gas and consumable fuels and (ii) energy
equipment and services. The Energy Select Sector SPDR® Fund is managed by the Select Sector SPDR®
Trust, a registered investment company. The Select Sector SPDR® Trust consists of numerous separate investment portfolios,
including the Energy Select Sector SPDR® Fund.
Information provided to
or filed with the SEC by the Select Sector SPDR® Trust pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-57791 and 811-08837, respectively,
through the SEC’s website at http://www.sec.gov. In addition, information may be obtained from other sources including, but
not limited to, press releases, newspaper articles and other publicly disseminated documents. The underlying shares of the Energy
Select Sector SPDR® Fund trade on the NYSE Arca under the ticker symbol “XLE.”
We have derived all information
regarding the Energy Select Sector SPDR® Fund from publicly available information and have not independently verified
any information regarding the Energy Select Sector SPDR® Fund. This pricing supplement relates only to the securities
and not to the Energy Select Sector SPDR® Fund. We make no representation as to the performance of the Energy Select
Sector SPDR® Fund 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 Energy Select Sector
SPDR® Fund 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 Energy Select Sector SPDR®
Fund on February 26, 2021 was $48.15.
The graph below shows the closing value of the Energy Select
Sector SPDR® Fund for each day such value was available from January 3, 2011 to February 26, 2021. 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.
Energy Select Sector SPDR® Fund – Historical Closing Values
January 3, 2011 to February 26, 2021
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Citigroup Global Markets Holdings Inc.
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Information About the Health Care Select Sector
SPDR® Fund
The Health Care Select
Sector SPDR® Fund is an exchange-traded fund that seeks to provide investment results that, before expenses, correspond
generally to the performance of publicly traded equity securities of companies in the S&P Health Care Select Sector Index.
The S&P Health Care Select Sector Index is intended to provide an indication of the pattern of common stock price movements
of companies that are components of the S&P 500® Index and are involved in the health care sector. The S&P
Health Care Select Sector Index includes companies in the following six industries: (i) health care equipment and supplies, (ii)
health care providers and services, (iii) health care technology, (iv) biotechnology, (v) pharmaceuticals and (vi) life sciences
tools and services. The Health Care Select Sector SPDR® Fund is managed by the Select Sector SPDR®
Trust, a registered investment company. The Select Sector SPDR® Trust consists of numerous separate investment
portfolios, including the Health Care Select Sector SPDR® Fund.
Information provided to
or filed with the SEC by the Select Sector SPDR® Trust pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-57791 and 811-08837, respectively,
through the SEC’s website at http://www.sec.gov. In addition, information may be obtained from other sources including, but
not limited to, press releases, newspaper articles and other publicly disseminated documents. The underlying shares of the Health
Care Select Sector SPDR® Fund trade on the NYSE Arca under the ticker symbol “XLV.”
We have derived all information regarding the Health Care Select
Sector SPDR® Fund from publicly available information and have not independently verified any information regarding
the Health Care Select Sector SPDR® Fund. This pricing supplement relates only to the securities and not to the
Health Care Select Sector SPDR® Fund. We make no representation as to the performance of the Health Care
Select Sector SPDR® Fund 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 Health Care Select Sector SPDR® Fund 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 Health Care Select Sector SPDR®
Fund on February 26, 2021 was $112.61.
The graph below shows the closing value of the Health Care Select
Sector SPDR® Fund for each day such value was available from January 3, 2011 to February 26, 2021. 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.
Health Care Select Sector SPDR® Fund – Historical Closing Values
January 3, 2011 to February 26, 2021
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Citigroup Global Markets Holdings Inc.
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United States Federal Tax Considerations
You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product
supplement and “Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP,
a security should be treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security,
you agree (in the absence of an administrative determination or judicial ruling to the contrary) to this treatment. There
is uncertainty regarding this treatment, and the IRS or a court might not agree with it. Moreover, our counsel’s opinion
is based on market conditions as of the date of this preliminary pricing supplement and is subject to confirmation on the pricing
date.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:
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You should not recognize taxable income over the term of the securities
prior to maturity, other than pursuant to a sale or exchange.
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Upon a sale or exchange of a security (including retirement at maturity),
you should recognize gain or loss equal to the difference between the amount realized and your tax basis in the security. Subject
to the discussion below concerning the potential application of the “constructive ownership” rules under Section 1260
of the Code, any gain or loss recognized upon a sale, exchange or retirement of a security should be long-term capital gain or
loss if you held the security for more than one year.
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Even if the treatment of the securities as prepaid forward contracts
is respected, your purchase of a security may be treated as entry into a “constructive ownership transaction,” within
the meaning of Section 1260 of the Code. In that case, all or a portion of any long-term capital gain you would otherwise recognize
in respect of your securities would be recharacterized as ordinary income to the extent such gain exceeded the “net underlying
long-term capital gain.” Any long-term capital gain recharacterized as ordinary income under Section 1260 would be treated
as accruing at a constant rate over the period you held your securities, and you would be subject to an interest charge in respect
of the deemed tax liability on the income treated as accruing in prior tax years. Due to the lack of governing authority under
Section 1260, our counsel is not able to opine as to whether or how Section 1260 applies to the securities. You should read the
section entitled “United States Federal Tax Considerations—Tax Consequences to U.S. Holders—Potential Application
of Section 1260 of the Code” in the accompanying product supplement for additional information and consult your tax adviser
regarding the potential application of the “constructive ownership” rule.
We do not plan to request a ruling from the IRS regarding the
treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences
of ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S.
Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid
forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future
regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult
your tax adviser regarding possible alternative tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and
in “United States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder
(as defined in the accompanying product supplement) of the securities, you generally should not be subject to U.S. federal withholding
or income tax in respect of any amount paid to you with respect to the securities, provided that (i) income in respect of the securities
is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the applicable
certification requirements.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed
paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”)
or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially
replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable
Treasury regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior
to January 1, 2023 that do not have a “delta” of one. Based on the terms of the securities and representations
provided by us as of the date of this preliminary pricing supplement, our counsel is of the opinion that the securities should
not be treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any
U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m). However, the final
determination regarding the treatment of the securities under Section 871(m) will be made as of the pricing date for the securities,
and it is possible that the securities will be subject to withholding tax under Section 871(m) based on the circumstances as of
that date.
A determination that the securities are not subject to Section
871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex
and its application may depend on your particular circumstances, including your other transactions. You should consult
your tax adviser regarding the potential application of Section 871(m) to the securities.
If withholding tax 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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You should read the section entitled “United States
Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination
with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects
of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc.
and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $10 for each
security sold in this offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a fixed selling
concession of $10 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.”
Certain Selling Restrictions
Hong Kong Special Administrative Region
The contents of this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus have not been reviewed by any regulatory authority
in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Investors are
advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this pricing supplement
and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, they should obtain independent
professional advice.
The securities have not been offered or sold and will not be
offered or sold in Hong Kong by means of any document, other than
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to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or
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(ii)
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to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Securities
and Futures Ordinance”) and any rules made under that Ordinance; or
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(iii)
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in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
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Citigroup Global Markets Holdings Inc.
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There is no advertisement, invitation or document relating to
the securities which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits and are not covered by the Hong Kong Deposit Protection Scheme.
Singapore
This pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority
of Singapore, and the securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore
(the “Securities and Futures Act”). Accordingly, the securities may not be offered or sold or made the subject of an
invitation for subscription or purchase nor may this pricing supplement or any other document or material in connection with the
offer or sale or invitation for subscription or purchase of any securities be circulated or distributed, whether directly or indirectly,
to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act,
(b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of
the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act,
or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures
Act. Where the securities are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person
which is:
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(a)
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a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or
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(b)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is
an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that
corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferable for
6 months after that corporation or that trust has acquired the relevant securities pursuant to an offer under Section 275 of the
Securities and Futures Act except:
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(i)
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to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or
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(ii)
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where no consideration is or will be given for the transfer; or
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(iii)
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where the transfer is by operation of law; or
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(iv)
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pursuant to Section 276(7) of the Securities and Futures Act; or
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(v)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005
of Singapore.
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Any securities referred to herein may not be registered with
any regulator, regulatory body or similar organization or institution in any jurisdiction.
The securities are Specified Investment Products (as defined
in the Notice on Recommendations on Investment Products and Notice on the Sale of Investment Product issued by the Monetary Authority
of Singapore on 28 July 2011) that is neither listed nor quoted on a securities market or a futures market.
Non-insured Product: These securities are not insured by any
governmental agency. These securities are not bank deposits. These securities are not insured products subject to the provisions
of the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 of Singapore and are not eligible for deposit insurance
coverage under the Deposit Insurance Scheme.
Notice to Canadian Investors
The notes may be sold in Canada only to purchasers purchasing,
or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories
of Canada may provide a purchaser with remedies for rescission or damages if this pricing supplement or an accompanying product
supplement, prospectus supplement or prospectus (including any amendment thereto) contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by the purchaser within the
Citigroup Global Markets Holdings Inc.
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time limit prescribed by the securities legislation of the purchaser’s
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting
Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of
NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
© 2021 Citigroup Global Markets Inc. All rights
reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered
throughout the world.
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