The information in this preliminary
pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities
and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, underlying supplement, prospectus
supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 17,
2021
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Citigroup Global Markets Holdings Inc.
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May , 2021
Medium-Term Senior Notes, Series
N
Pricing Supplement No. 2021-USNCH7710
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-255302
and 333-255302-03
|
Autocallable Securities Linked to the Russell 2000®
Index Due May 21, 2026
|
▪
|
The securities offered by this pricing supplement are unsecured
debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities,
the securities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early
redemption on a periodic basis on the terms described below. Your return on the securities will depend on the performance of the underlying
specified below.
|
|
▪
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The securities offer the potential for automatic early redemption
at a premium following the first valuation date (other than the final valuation date) on which the closing value of the underlying is
greater than or equal to the initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities
will provide for (i) repayment of the stated principal amount plus a premium at maturity if the final underlying value is greater
than or equal to the initial underlying value or (ii) repayment of the stated principal amount at maturity, with no premium, if the final
underlying value is less than the initial underlying value but greater than or equal to the final buffer value specified below. However,
if the securities are not automatically redeemed prior to maturity and the underlying on the final valuation date has depreciated from
the initial underlying value so that the final underlying value is less than the final buffer value, you will lose more than 1% of the
stated principal amount of your securities for every 1% by which that depreciation exceeds the buffer percentage specified below. Accordingly,
the lower the final underlying value, the less benefit you will receive from the buffer percentage. Although you will have downside
exposure to the underlying, you will not receive dividends with respect to the underlying or participate in any appreciation of the underlying.
|
|
▪
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Investors in the securities must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under the securities if we and Citigroup
Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings
Inc. and Citigroup Inc.
|
KEY TERMS
|
Issuer:
|
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
|
Guarantee:
|
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
|
Underlying:
|
The Russell 2000® Index
|
Stated principal amount:
|
$1,000 per security
|
Pricing date:
|
May 17, 2021
|
Issue date:
|
May 20, 2021
|
Valuation dates:
|
May 24, 2022, August 17, 2022, November 17, 2022, February 17, 2023, May 17, 2023, August 17, 2023, November 17, 2023, February 20, 2024, May 17, 2024, August 19, 2024, November 18, 2024, February 18, 2025, May 19, 2025, August 18, 2025, November 17, 2025, February 17, 2026 and May 18, 2026 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
|
Maturity date:
|
Unless earlier redeemed, May 21, 2026
|
Automatic early redemption:
|
If, on any valuation date prior to the final valuation date, the closing value of the underlying is greater than or equal to the initial underlying 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 any valuation date prior to the final valuation date, they will cease to be outstanding and you will not receive the premium applicable to any later valuation date.
|
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 is greater than or equal to the initial underlying value:
$1,000 + the premium applicable to the final valuation date
§
If the final underlying value is less than the initial underlying value but greater than or equal
to the final buffer value:
$1,000
§
If the final underlying value is less than the final buffer value:
$1,000 + [$1,000 × the buffer rate × (the underlying
return + the buffer percentage)]
If the securities are not automatically redeemed prior to maturity
and the final underlying value is less than the final buffer value, which means that the underlying has depreciated from the initial underlying
value by more than the buffer percentage, you will lose more than 1% of the stated principal amount of your securities at maturity for
every 1% by which that depreciation exceeds the buffer percentage. Accordingly, the lower the final underlying value, the less benefit
you will receive from the buffer.
|
Initial underlying value:
|
, the closing value of the underlying on the pricing date
|
Final underlying value:
|
The closing value of the underlying on the final valuation date
|
Final buffer value:
|
, 80.00% of the initial underlying value
|
Buffer percentage:
|
20.00%
|
Buffer rate:
|
The initial underlying value divided by the final buffer value, which is 125%
|
Listing:
|
The securities will not be listed on any securities exchange
|
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
|
Underwriting fee and issue price:
|
Issue price(1)
|
Underwriting fee(2)
|
Proceeds to issuer
|
Per security:
|
$1,000.00
|
—
|
$1,000.00
|
Total:
|
$
|
—
|
$
|
(Key Terms continued
on next page)
(1) Citigroup Global Markets Holdings
Inc. currently expects that the estimated value of the securities on the pricing date will be at least $935.00 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. 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:
Product Supplement No. EA-02-09 dated May 11, 2021 Underlying Supplement No. 10 dated May 11, 2021
Prospectus Supplement and Prospectus each dated May 11, 2021
The securities are not bank deposits and are
not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of,
or guaranteed by, a bank.
Citigroup Global Markets Holdings Inc.
|
|
KEY TERMS (continued)
|
Premium:
|
The premium applicable to each valuation date is the percentage of the
stated principal amount indicated below. The premium may be significantly less than the appreciation of the underlying from the pricing
date to the applicable valuation date.
|
|
• May 24, 2022:
|
7.20% of the stated principal amount
|
|
• August 17, 2022:
|
9.00% of the stated principal amount
|
|
• November 17, 2022:
|
10.80% of the stated principal amount
|
|
• February 17, 2023:
|
12.60% of the stated principal amount
|
|
• May 17, 2023:
|
14.40% of the stated principal amount
|
|
• August 17, 2023:
|
16.20% of the stated principal amount
|
|
• November 17, 2023:
|
18.00% of the stated principal amount
|
|
• February 20, 2024:
|
19.80% of the stated principal amount
|
|
• May 17, 2024:
|
21.60% of the stated principal amount
|
|
• August 19, 2024:
|
23.40% of the stated principal amount
|
|
• November 18, 2024:
|
25.20% of the stated principal amount
|
|
• February 18, 2025:
|
27.00% of the stated principal amount
|
|
• May 19, 2025:
|
28.80% of the stated principal amount
|
|
• August 18, 2025:
|
30.60% of the stated principal amount
|
|
• November 17, 2025:
|
32.40% of the stated principal amount
|
|
• February 17, 2026:
|
34.20% of the stated principal amount
|
|
• May 18, 2026:
|
36.00% of the stated principal amount
|
Underlying return:
|
(i) The final underlying value minus the initial underlying value, divided by (ii) the initial underlying value
|
CUSIP / ISIN:
|
17329FGW8 / US17329FGW86
|
Citigroup Global Markets Holdings Inc.
|
|
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 the 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 the underlying. The accompanying underlying supplement contains information about the underlying that is not repeated
in this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement
and prospectus together with this pricing supplement in deciding whether to invest in the securities. Certain terms used but not defined
in this pricing supplement are defined in the accompanying product supplement.
Citigroup Global Markets Holdings Inc.
|
|
Hypothetical Payment Upon Automatic Early Redemption
The following table illustrates how the amount payable per security
upon automatic early redemption will be calculated if the closing value of the underlying on any valuation date prior to the final valuation
date is greater than or equal to the initial underlying value.
If the first valuation date on which the closing value of the underlying is greater than or equal to the initial underlying value is...
|
...then you will receive the following payment per security upon automatic early redemption:
|
May 24, 2022
|
$1,000.00 + applicable premium = $1,000.00 + $72.00 = $1,072.00
|
August 17, 2022
|
$1,000.00 + applicable premium = $1,000.00 + $90.00 = $1,090.00
|
November 17, 2022
|
$1,000.00 + applicable premium = $1,000.00 + $108.00 = $1,108.00
|
February 17, 2023
|
$1,000.00 + applicable premium = $1,000.00 + $126.00 = $1,126.00
|
May 17, 2023
|
$1,000.00 + applicable premium = $1,000.00 + $144.00 = $1,144.00
|
August 17, 2023
|
$1,000.00 + applicable premium = $1,000.00 + $162.00 = $1,162.00
|
November 17, 2023
|
$1,000.00 + applicable premium = $1,000.00 + $180.00 = $1,180.00
|
February 20, 2024
|
$1,000.00 + applicable premium = $1,000.00 + $198.00 = $1,198.00
|
May 17, 2024
|
$1,000.00 + applicable premium = $1,000.00 + $216.00 = $1,216.00
|
August 19, 2024
|
$1,000.00 + applicable premium = $1,000.00 + $234.00 = $1,234.00
|
November 18, 2024
|
$1,000.00 + applicable premium = $1,000.00 + $252.00 = $1,252.00
|
February 18, 2025
|
$1,000.00 + applicable premium = $1,000.00 + $270.00 = $1,270.00
|
May 19, 2025
|
$1,000.00 + applicable premium = $1,000.00 + $288.00 = $1,288.00
|
August 18, 2025
|
$1,000.00 + applicable premium = $1,000.00 + $306.00 = $1,306.00
|
November 17, 2025
|
$1,000.00 + applicable premium = $1,000.00 + $324.00 = $1,324.00
|
February 17, 2026
|
$1,000.00 + applicable premium = $1,000.00 + $342.00 = $1,342.00
|
If, on any valuation date prior to the final valuation date, the
closing value of the underlying is less than the initial underlying value, you will not receive the premium indicated above following
that valuation date. In order to receive the premium indicated above, the closing value of the underlying on the applicable valuation
date must be greater than or equal to the initial underlying value.
Payment at Maturity Diagram
The diagram below illustrates your payment at maturity of the securities,
assuming the securities have not previously been automatically redeemed, for a range of hypothetical underlying returns.
Investors in the securities will not receive any dividends with respect
to the underlying. 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 underlying” below.
Payment at Maturity Diagram
|
|
n The Securities
|
n The Underlying
|
Citigroup Global Markets Holdings Inc.
|
|
Hypothetical Examples of the Payment at Maturity
The examples below are intended to illustrate how, if the securities
are not automatically redeemed prior to maturity, your payment at maturity will depend on the final underlying value. Your actual payment
at maturity per security, if the securities are not automatically redeemed prior to maturity, will depend on the actual final underlying
value. 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 value or final buffer value. For the actual initial underlying value and final buffer value,
see the cover page of this pricing supplement. We have used these hypothetical values, rather than the actual values, to simplify the
calculations and aid understanding of how the securities work. However, you should understand that the actual payment at maturity on the
securities will be calculated based on the actual initial underlying value and final buffer value, and not the hypothetical values indicated
below. For ease of analysis, figures below have been rounded.
Hypothetical initial underlying value:
|
100.00
|
Hypothetical final buffer value:
|
80.00 (80.00% of the hypothetical initial underlying value)
|
Example 1—Upside Scenario. The final underlying value is
110.00, resulting in a 10.00% underlying return. In this example, the final underlying value is greater than the initial underlying
value.
Payment at maturity per security = $1,000 + the premium applicable to
the final valuation date
= $1,000 + $360
= $1,360
In this scenario, because the final underlying value is greater than
the initial underlying value, you would be repaid the stated principal amount of your securities at maturity plus the premium applicable
to the final valuation date.
Example 2—Par Scenario. The final underlying value is 90.00,
resulting in a -10.00% underlying return. In this example, the final underlying value is less than the initial underlying value
but greater than the final buffer value.
Payment at maturity per security = $1,000
In this scenario, the underlying has depreciated from the initial underlying
value to the final underlying value, but not by more than the buffer percentage. As a result, you would be repaid the stated principal
amount of your securities at maturity but would not receive any positive return on your investment.
Example 3—Downside Scenario A. The final underlying value
is 70.00, resulting in a -30.00% underlying return. In this example, the final underlying value is less than the final buffer value.
Payment at maturity per security = $1,000 + [$1,000 × the buffer
rate × (the underlying return + the buffer percentage)]
= $1,000 + [$1,000 × 1.25 × (-30.00% + 20.00%)]
= $1,000 + [$1,000 × 1.25 × -10.00%]
= $1,000 + -$125.00
= $875.00
In this scenario, the underlying has depreciated from the initial underlying
value to the final underlying value by more than the buffer percentage. As a result, your total return at maturity in this scenario would
be negative and would reflect a loss of more than 1% of the stated principal amount of your securities (at a rate equal to the buffer
rate) for every 1% by which the underlying declined beyond the buffer percentage.
Example 4—Downside Scenario B. The final underlying value
is 30.00, resulting in a -70.00% underlying return. In this example, the final underlying value is less than the final buffer value.
Payment at maturity per security = $1,000 + [$1,000 × the buffer
rate × (the underlying return + the buffer percentage)]
= $1,000 + [$1,000 × 1.25 × (-70.00% + 20.00%)]
= $1,000 + [$1,000 × 1.25 × -50.00%]
= $1,000 + -$625.00
= $375.00
In this scenario, the underlying has depreciated from the initial underlying
value to the final underlying value by more than the buffer percentage. As a result, your total return at maturity in this scenario would
be negative and would reflect a loss of more than 1% of the stated principal amount of your securities (at a rate equal to the buffer
rate) for every 1% by which the underlying declined beyond the buffer percentage. A comparison of this example with the previous example
illustrates the diminishing benefit of the buffer the greater the depreciation of the underlying. The greater the depreciation of the
underlying on the final valuation date, the closer your negative return on the securities will be to the depreciation of the underlying.
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 the 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.
|
§
|
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. If the final underlying value is less than the final
buffer value, which means that the underlying has depreciated from the initial underlying value by more than the buffer percentage, you
will lose more than 1% of the stated principal amount of your securities for every 1% by which that depreciation exceeds the buffer percentage.
You should understand that any decline in the final underlying value beyond the buffer percentage will result in a magnified loss to your
investment based on the buffer rate, which will progressively offset any protection that the buffer percentage would offer. The lower
the final underlying value, the less benefit you will receive from the buffer. There is no minimum payment at maturity on the securities,
and you may lose up to all of your investment.
|
|
§
|
Your potential return on the securities is limited. Your potential return on the securities is limited to the applicable premium
payable upon automatic early redemption or at maturity, as described on the cover page of this pricing supplement. If the closing value
of the underlying on one of the valuation dates is greater than or equal to the initial underlying value, you will be repaid the stated
principal amount of your securities and will receive the fixed premium applicable to that valuation date, regardless of how significantly
the closing value of the underlying on that valuation date may exceed the initial underlying value. Accordingly, any premium may result
in a return on the securities that is significantly less than the return you could have achieved on a direct investment in the underlying.
|
|
§
|
The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest prior to maturity.
You should not invest in the securities if you seek current income during the term of the securities.
|
|
§
|
The securities may be automatically redeemed prior to maturity, limiting the term of the securities. If the closing value of
the underlying on any valuation date (other than the final valuation date) is greater than or equal to the initial underlying value, the
securities will be automatically redeemed. If the securities are automatically redeemed following any valuation date prior to the final
valuation date, they will cease to be outstanding and you will not receive the premium applicable to any later 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.
|
|
§
|
The securities offer downside exposure to the underlying, but no upside exposure to the underlying. You will not participate
in any appreciation in the value of the underlying over the term of the securities. Consequently, your return on the securities will be
limited to the applicable premium payable upon an automatic early redemption or at maturity and may be significantly less than the return
on the underlying over the term of the securities.
|
|
§
|
You will not receive dividends or have any other rights with respect to the underlying. You will not receive any dividends
with respect to the underlying. This lost dividend yield may be significant over the term of the securities. The payment scenarios described
in this pricing supplement do not show any effect of such lost dividend yield over the term of the securities. In addition, you will not
have voting rights or any other rights with respect to the underlying or the stocks included in the underlying.
|
|
§
|
The performance of the securities will depend on the closing values of the underlying solely on the valuation dates, which makes
the securities particularly sensitive to volatility in the closing values of the underlying on or near the valuation dates. Whether
the securities will be automatically redeemed prior to maturity will depend on the closing values of the underlying solely on the valuation
dates (other than the final valuation date), regardless of the closing values of the underlying on other days during the term of the securities.
If the securities are not automatically redeemed prior to maturity, what you receive at maturity will depend solely on the closing value
of the 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 underlying on a limited number of dates, the securities will be particularly sensitive
to volatility in the closing values of the underlying on or near the valuation dates. You should understand that the closing value of
the underlying has historically been highly volatile.
|
|
§
|
The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on
our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you
under the securities.
|
|
§
|
The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The securities
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently
intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily
basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole discretion, taking into account
prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold at that
price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for
any reason. If
|
Citigroup Global Markets Holdings Inc.
|
|
CGMI suspends or terminates making a market,
there may be no secondary market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing
to buy your securities prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.
|
§
|
The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging
the securities that are included in the issue price. These costs include (i) any selling concessions or other fees paid in connection
with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of
the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection
with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they
were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely
to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See
“The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.
|
|
§
|
The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI derived
the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have
made discretionary judgments about the inputs to its models, such as the volatility of the closing value of the underlying, the dividend
yield on the underlying and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an
underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to
be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set
forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities
for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities.
Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.
|
|
§
|
The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated
value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which
we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our secondary
market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any purchases of the securities
from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate,
rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs
associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity
needs and preferences. Our internal funding rate is not an interest rate that is payable on the securities.
|
Because there is not an active market for traded instruments
referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments
referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the securities, but subject
to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our
creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted for discretionary
factors such as CGMI’s preferences with respect to purchasing the securities prior to maturity.
|
§
|
The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing
to buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of the securities
based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing
supplement, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market
rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition, any secondary
market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount
of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions.
As a result, it is likely that any secondary market price for the securities will be less than the issue price.
|
|
§
|
The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities
prior to maturity will fluctuate based on the closing value of the underlying, the volatility of the closing value of the underlying,
the dividend yield on the underlying, 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 value of the underlying may not result in a comparable change in the value
of your securities. You should understand that the value of your securities at any time prior to maturity may be significantly less than
the issue price.
|
|
§
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Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage
account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward
adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Securities” in this pricing
supplement.
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The Russell 2000® Index is subject to risks associated with small capitalization stocks. The stocks that constitute
the Russell 2000® Index are issued by companies with relatively small market capitalization. The stock prices of smaller
companies may be more volatile than stock prices of large capitalization companies. These companies tend to be less well-established than
large market capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and
competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks,
and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
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Our offering of the securities is not a recommendation of the underlying. The fact that we are offering the securities does
not mean that we believe that investing in an instrument linked to the underlying is likely to achieve favorable returns. In fact, as
we are part of a
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Citigroup Global Markets Holdings Inc.
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global financial institution, our affiliates
may have positions (including short positions) in the underlying or in instruments related to the underlying, and may publish research
or express opinions, that in each case are inconsistent with an investment linked to the underlying. These and other activities of our
affiliates may affect the closing value of the underlying in a way that negatively affects the value of and your return on the securities.
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The closing value of the 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 underlying
or in financial instruments related to the underlying and may adjust such positions during the term of the securities. Our affiliates
also take positions in the underlying or in financial instruments related to the underlying 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 value of the underlying 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 underlying
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 the 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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Changes that affect the underlying may affect the value of your securities. The sponsor of the underlying may at any time make
methodological changes or other changes in the manner in which it operates that could affect the value of the underlying. We are not affiliated
with the underlying sponsor and, accordingly, we have no control over any changes such sponsor may make. Such changes could adversely
affect the performance of the underlying 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.
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 Russell 2000® Index
The Russell 2000® Index is designed to track the performance
of the small capitalization segment of the U.S. equity market. All stocks included in the Russell 2000® Index are traded
on a major U.S. exchange. It is calculated and maintained by FTSE Russell.
Please refer to the section “Equity Index Descriptions—
The Russell Indices” in the accompanying underlying supplement for additional information.
We have derived all information regarding the Russell 2000®
Index from publicly available information and have not independently verified any information regarding the Russell 2000®
Index. This pricing supplement relates only to the securities and not to the Russell 2000® Index. We make no representation
as to the performance of the Russell 2000® Index over the term of the securities.
The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Russell 2000® Index is not involved in any way in this offering
and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the Russell 2000® Index on May 14,
2021 was 2,224.630.
The graph below shows the closing value of the Russell 2000®
Index for each day such value was available from January 3, 2011 to May 14, 2021. We obtained the closing values from Bloomberg L.P.,
without independent verification. You should not take historical closing values as an indication of future performance.
Russell 2000® Index – Historical Closing Values
January 3, 2011 to May 14, 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 capital gain or loss equal to the difference
between the amount realized and your tax basis in the security. Such gain or loss should be long-term capital gain or loss if you held
the security for more than one year.
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We do not plan to request a ruling from the IRS regarding the treatment
of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership
and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department
and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance.
Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences
of an investment in the securities, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative
tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and in “United
States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying
product supplement) of the securities, you generally should not be subject to U.S. federal withholding or income tax in respect of any
amount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively connected
with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S.
Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”) or indices that
include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic performance
of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However, the regulations,
as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2023 that do not have a “delta” of one.
Based on the terms of the securities and representations provided by us as of the date of this preliminary pricing supplement, our counsel
is of the opinion that the securities should not be treated as transactions that have a “delta” of one within the meaning
of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m).
However, the final determination regarding the treatment of the securities under Section 871(m) will be made as of the pricing date for
the securities, and it is possible that the securities will be subject to withholding tax under Section 871(m) based on the circumstances
as of that date.
A determination that the securities are not subject to Section 871(m)
is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application may depend
on your particular circumstances, including your other transactions. You should consult your tax adviser regarding the potential application
of Section 871(m) to the securities.
If withholding tax applies to the securities, we will not be required
to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States Federal
Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that section,
constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing
of the securities.
You should also consult your tax adviser regarding all aspects of
the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
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 not receive any underwriting fee for any securities sold in
the offering.
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
Citigroup Global Markets Holdings Inc.
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derivative instruments underlying the economic terms of the securities
(the “derivative component”). CGMI calculated the estimated value of the bond component using a discount rate based on our
internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing model,
which generated a theoretical price for the instruments that constitute the derivative component based on various inputs, including the
factors described under “Summary Risk Factors—The value of the securities prior to maturity will fluctuate based on many unpredictable
factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable
or may be based on assumptions made by CGMI in its discretionary judgment.
The estimated value of the securities is a function of the terms of
the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement, it is
uncertain what the estimated value of the securities will be on the pricing date because it is uncertain what the values of the inputs
to CGMI’s proprietary pricing models will be on the pricing date.
For a period of approximately four months following issuance of the
securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated
for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one
or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined.
This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the
term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the four-month
temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See “Summary Risk
Factors—The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
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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(i)
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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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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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Citigroup Global Markets Holdings Inc.
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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.
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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