|
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, 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 NOVEMBER 3, 2021
|
|
Citigroup Global Markets Holdings Inc.
|
November
, 2021
Medium-Term
Senior Notes, Series N
Pricing
Supplement No. 2021-USNCH9676
Filed
Pursuant to Rule 424(b)(2)
Registration
Statement Nos. 333-255302 and 333-255302-03
|
Contingent Income Auto-Callable Securities Due November
, 2024
Based on the Performance of the Common Stock of lululemon
athletica inc.
Principal at Risk Securities
Overview
|
|
▪
|
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and
guaranteed by Citigroup Inc. The securities offer the potential for quarterly contingent coupon payments at an annualized rate that, if
all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same maturity.
In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the
yield on our conventional debt securities of the same maturity because you may not receive one or more, or any, contingent coupon payments;
(ii) your actual yield may be negative because your payment at maturity may be significantly less than the stated principal amount of
your securities, and possibly zero; and (iii) the securities may be automatically redeemed prior to maturity beginning approximately three
months after the issue date. Each of these risks will depend on the performance of the shares of common stock of lululemon athletica inc.
(the “underlying shares”), as described below. Although you will be exposed to downside risk with respect to the underlying
shares, you will not participate in any appreciation of the underlying shares or receive any dividends paid on the underlying shares.
|
|
|
▪
|
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 shares:
|
Shares of common stock of lululemon athletica inc. (ticker symbol: “LULU UW”) (the “underlying share issuer”)
|
|
Aggregate stated principal amount:
|
$
|
|
Stated principal amount:
|
$10 per security
|
|
Pricing date:
|
November , 2021 (expected to be November 12, 2021)
|
|
Issue date:
|
November , 2021 (three business days after the pricing date)
|
|
Valuation dates:
|
Expected to be February 14, 2022, May 12, 2022, August 12, 2022, November 14, 2022, February 13, 2023, May 12, 2023, August 14, 2023, November 13, 2023, February 12, 2024, May 13, 2024, August 12, 2024 and November 12, 2024 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur.
|
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Maturity date:
|
Unless earlier redeemed, November , 2024 (expected to be November 15, 2024)
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Contingent coupon payment dates:
|
For each valuation date, the third business day after such valuation date, except that the contingent coupon payment date for the final valuation date will be the maturity date.
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Contingent coupon:
|
On each quarterly contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to 2.20% of the stated principal amount of the securities (approximately 8.80% per annum) if and only if the closing price of the underlying shares on the related valuation date is greater than or equal to the downside threshold price. If the closing price of the underlying shares on any quarterly valuation date is less than the downside threshold price, you will not receive any contingent coupon payment on the related contingent coupon payment date.
|
|
Automatic early redemption:
|
If, on any potential redemption date, the closing price of the underlying shares is greater than or equal to the initial share price, each security you then hold will be automatically redeemed on the related contingent coupon payment date for an amount in cash equal to the early redemption payment. If the securities are redeemed, no further payments will be made.
|
|
Early redemption payment:
|
The stated principal amount of $10 per security plus the related contingent coupon payment
|
|
Potential redemption dates:
|
Each quarterly valuation date beginning in February 2022 and ending in August 2024
|
|
Payment at maturity:
|
If the securities are not automatically redeemed prior to maturity,
for each $10 stated principal amount security you hold at maturity, you will receive cash in an amount determined as follows:
▪
If the final share price is greater than or equal to the downside threshold price: $10 + the contingent coupon payment
due at maturity
▪
If the final share price is less than the downside threshold price: $10 + ($10 × the share return)
If the final share price is less than the downside threshold price,
you will receive less, and possibly significantly less, than 75.00% of the stated principal amount of your securities at maturity, and
you will not receive any contingent coupon payment at maturity.
|
|
Initial share price:
|
$ , the closing price of the underlying shares on the pricing date
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|
Final share price:
|
The closing price of the underlying shares on the final valuation date
|
|
Downside threshold price:
|
$ , 75.00% of the initial share price
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|
Share return:
|
(i) The closing price on any valuation date minus the initial share price, divided by (ii) the initial share price
|
|
Listing:
|
The securities will not be listed on any securities exchange
|
|
CUSIP / ISIN:
|
17329T609 / US17329T6091
|
|
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
|
|
Underwriting fee and issue price:
|
Issue price(1)(2)
|
Underwriting fee
|
Proceeds to issuer
|
|
Per security:
|
$10.00
|
$0.20(2)
|
$9.75
|
|
|
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$0.05(3)
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|
|
Total:
|
$
|
$
|
$
|
(1) Citigroup Global Markets Holdings
Inc. currently expects that the estimated value of the securities on the pricing date will be at least $9.12 per security, which will
be less than the issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal
funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any,
at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation of the
Securities” in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global
Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee
of $0.25 for each $10 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their
financial advisors will collectively receive from CGMI a fixed selling concession of $0.20 for each $10 security they sell. Additionally,
it is possible that CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of
the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
(3) Reflects a structuring fee payable
to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.
Investing in the securities involves risks not associated with an
investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-9.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing
supplement and the accompanying product supplement, 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, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
Product Supplement No. EA-04-09 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.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
Additional Information
General. The terms of the securities are set forth in the accompanying
product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement,
prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain
events may occur that could affect whether you receive a contingent coupon payment on a contingent coupon payment date as well as your
payment at maturity or, in the case of a delisting of the underlying shares, could give us the right to call the securities prior to maturity
for an amount that may be less than the stated principal amount. These events, including market disruption events and other events affecting
the underlying shares, and their consequences are described in the accompanying product supplement in the sections “Description
of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date,” “Description of the
Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization
Adjustments” and “—Delisting of an Underlying Company,” and not in this pricing supplement. It is important that
you read the accompanying product supplement, prospectus supplement and prospectus together with this pricing supplement before deciding
whether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product
supplement.
Dilution and Reorganization Adjustments. The initial share price
and the downside threshold price are each a “Relevant Price” for purposes of the section “Description of the Securities—
Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments”
in the accompanying product supplement. Accordingly, the initial share price and the downside threshold price are each subject to adjustment
upon the occurrence of any of the events described in that section.
Investment Summary
The securities provide an opportunity for investors to earn a quarterly
contingent coupon payment, which is an amount equal to $0.22 (2.20% of the stated principal amount) per security, with respect to each
quarterly valuation date on which the closing price of the underlying shares is greater than or equal to 75.00% of the initial share price,
which we refer to as the downside threshold price. The quarterly contingent coupon payment, if any, will be payable quarterly on the relevant
contingent coupon payment date, which is the third business day after the related valuation date or, in the case of the quarterly contingent
coupon payment, if any, with respect to the final valuation date, the maturity date. If the closing price of the underlying shares is
less than the downside threshold price on any valuation date, investors will receive no quarterly contingent coupon payment for the related
quarterly period. It is possible that the closing price of the underlying shares could be below the downside threshold price on most or
all of the valuation dates so that you will receive few or no quarterly contingent coupon payments. We refer to these payments as contingent
because there is no guarantee that you will receive a payment on any contingent coupon payment date. Even if the closing price of the
underlying shares was at or above the downside threshold price on some quarterly valuation dates, the closing price of the underlying
shares may fluctuate below the downside threshold price on others.
If the closing price of the underlying shares is greater than or equal
to the initial share price on any potential redemption date (beginning approximately three months after the issue date), the securities
will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the quarterly contingent
coupon payment with respect to the related potential redemption date. If the securities have not previously been automatically redeemed
and the final share price is greater than or equal to the downside threshold price, the payment at maturity will also be the sum of the
stated principal amount and the quarterly contingent coupon payment with respect to the final valuation date. However, if the securities
have not previously been automatically redeemed and the final share price is less than the downside threshold price, investors will be
exposed to the decline in the closing price of the underlying shares, as compared to the initial share price, on a 1-to-1 basis. Under
these circumstances, the payment at maturity will be (i) the stated principal amount plus (ii) (a) the stated principal amount
times (b) the share return, which means that the payment at maturity will be less than 75.00% of the stated principal amount of
the securities and could be zero. Investors in the securities must be willing to accept the risk of losing their entire principal and
also the risk of receiving few or no quarterly contingent coupon payments over the term of the securities. In addition, investors will
not participate in any appreciation of the underlying shares.
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
Key Investment Rationale
The securities offer investors an opportunity to earn a quarterly contingent
coupon payment equal to 2.20% of the stated principal amount with respect to each valuation date on which the closing price of the underlying
shares is greater than or equal to 75.00% of the initial share price, which we refer to as the downside threshold price. The securities
may be automatically redeemed prior to maturity for the stated principal amount per security plus the applicable quarterly contingent
coupon payment, and the payment at maturity will vary depending on the final share price, as follows:
|
Scenario 1
|
On any potential redemption date (beginning approximately
three months after the issue date), the closing price of the underlying shares is greater than or equal to the initial share price.
■
The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the quarterly contingent
coupon payment with respect to the related potential redemption date.
■
Investors will not participate in any appreciation of the underlying shares from the initial share price.
|
|
Scenario 2
|
The securities are not automatically redeemed prior
to maturity, and the final share price is greater than or equal to the downside threshold price.
■
The payment due at maturity will be (i) the stated principal amount plus (ii) the quarterly contingent coupon payment
with respect to the final valuation date.
■
Investors will not participate in any appreciation of the underlying shares from the initial share price.
|
|
Scenario 3
|
The securities are not automatically redeemed prior
to maturity, and the final share price is less than the downside threshold price.
■ The payment due at maturity will be (i) the stated principal amount plus (ii) (a) the stated principal amount times
(b) the share return.
■
Investors will lose a significant portion, and may lose all, of their principal in this scenario.
|
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
How the Securities
Work
The following diagrams illustrate potential payments on the securities.
The first diagram illustrates how to determine whether a contingent coupon payment will be paid with respect to a quarterly valuation
date. The second diagram illustrates how to determine whether the securities will be automatically redeemed following a potential redemption
date. The third diagram illustrates how to determine the payment at maturity if the securities are not automatically redeemed prior to
maturity.
Diagram #1: Quarterly Contingent Coupon Payments
Diagram #2: Automatic Early Redemption
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
Diagram #3: Payment at Maturity if No Automatic
Early Redemption Occurs
For more information about the payment upon an early automatic
redemption or at maturity in different hypothetical scenarios, see “Hypothetical Examples” starting on page PS-6.
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
Hypothetical Examples
The below examples are based on the following terms:
|
Stated principal amount:
|
$10 per security
|
|
Hypothetical initial share price:
|
$100.00
|
|
Hypothetical downside threshold price:
|
$75.00, which is 75.00% of the hypothetical initial share price
|
|
Hypothetical quarterly contingent coupon payment:
|
$0.22 (2.20% of the stated principal amount) per security
|
In Examples 1 and 2, the closing price of the underlying shares
fluctuates over the term of the securities and the closing price of the underlying shares is greater than or equal to the initial
share price on one of the potential redemption dates, which begin approximately three months after the issue date. Because the closing
price of the underlying shares is greater than or equal to the initial share price on one of the potential redemption dates, the securities
are automatically redeemed following the relevant potential redemption date. In Examples 3 and 4, the closing price of the underlying
shares on each potential redemption date is less than the initial share price, and, consequently, the securities are not automatically
redeemed prior to, and remain outstanding until, maturity.
|
|
Example 1
|
Example 2
|
|
Valuation
Dates
|
Hypothetical
Closing Price of the Underlying Shares
|
Quarterly Contingent
Coupon Payment
|
Early
Redemption Payment*
|
Hypothetical
Closing Price of the Underlying Shares
|
Quarterly Contingent Coupon
Payment
|
Early
Redemption Payment*
|
|
#1
|
$115.00
|
—*
|
$10.22
|
$90.00
|
$0.22
|
N/A
|
|
#2
|
N/A
|
N/A
|
N/A
|
$53.00
|
$0
|
N/A
|
|
#3
|
N/A
|
N/A
|
N/A
|
$50.00
|
$0
|
N/A
|
|
#4
|
N/A
|
N/A
|
N/A
|
$52.00
|
$0
|
N/A
|
|
#5
|
N/A
|
N/A
|
N/A
|
$59.00
|
$0
|
N/A
|
|
#6
|
N/A
|
N/A
|
N/A
|
$51.00
|
$0
|
N/A
|
|
#7
|
N/A
|
N/A
|
N/A
|
$58.00
|
$0
|
N/A
|
|
#8
|
N/A
|
N/A
|
N/A
|
$54.00
|
$0
|
N/A
|
|
#9
|
N/A
|
N/A
|
N/A
|
$56.00
|
$0
|
N/A
|
|
#10
|
N/A
|
N/A
|
N/A
|
$59.00
|
$0
|
N/A
|
|
#11
|
N/A
|
N/A
|
N/A
|
$125.00
|
—*
|
$10.22
|
|
Final Valuation Date
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
*The early redemption payment includes the unpaid quarterly contingent
coupon payment with respect to the potential redemption date on which the closing price of the underlying shares is greater than or equal
to the initial share price and the securities are automatically redeemed as a result.
|
In Example 1, the securities are automatically redeemed following
the first valuation date (which is the first potential redemption date) as the closing price of the underlying shares on that potential
redemption date is greater than the initial share price. You receive the early redemption payment, calculated as follows:
stated principal amount + quarterly contingent
coupon = $10 + $0.22= $10.22
In this example, the automatic early redemption feature limits
the term of your investment to approximately three months and you may not be able to reinvest at comparable terms or returns. If the securities
are redeemed early, you will stop receiving quarterly contingent coupons.
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
In Example 2, the securities are automatically redeemed
following the eleventh valuation date (which is the last potential redemption date) as the closing price of the underlying shares on that
potential redemption date is greater than the initial share price. As the closing price of the underlying shares on the first valuation
date is greater than the downside threshold price, you receive the quarterly contingent coupon payment of $0.22 with respect to that valuation
date. Following the eleventh valuation date (the last potential redemption date), you receive an automatic early redemption payment of
$10.22, which includes the quarterly contingent coupon payment with respect to the eleventh valuation date.
In this example, the automatic early redemption feature limits
the term of your investment to approximately two years and nine months and you may not be able to reinvest at comparable terms or returns.
If the securities are redeemed early, you will stop receiving quarterly contingent coupon payments. Further, although the underlying shares
have appreciated by 25% from the initial share price on the eleventh valuation date, you only receive $10.22 per security upon redemption
and do not benefit from this appreciation. The total payments on the securities will amount to $10.44 per security.
|
|
Example 3
|
Example 4
|
|
Valuation
Dates
|
Hypothetical
Closing Price of the Underlying Shares
|
Quarterly Contingent
Coupon Payment
|
Early
Redemption Payment*
|
Hypothetical
Closing Price of the Underlying Shares
|
Quarterly Contingent Coupon
Payment
|
Early
Redemption Payment*
|
|
#1
|
$55.00
|
$0
|
N/A
|
$59.00
|
$0
|
N/A
|
|
#2
|
$58.00
|
$0
|
N/A
|
$88.00
|
$0.22
|
N/A
|
|
#3
|
$56.00
|
$0
|
N/A
|
$53.00
|
$0
|
N/A
|
|
#4
|
$52.00
|
$0
|
N/A
|
$85.00
|
$0.22
|
N/A
|
|
#5
|
$58.00
|
$0
|
N/A
|
$57.00
|
$0
|
N/A
|
|
#6
|
$55.00
|
$0
|
N/A
|
$95.00
|
$0.22
|
N/A
|
|
#7
|
$50.00
|
$0
|
N/A
|
$54.00
|
$0
|
N/A
|
|
#8
|
$41.00
|
$0
|
N/A
|
$56.00
|
$0
|
N/A
|
|
#9
|
$35.00
|
$0
|
N/A
|
$52.00
|
$0
|
N/A
|
|
#10
|
$22.00
|
$0
|
N/A
|
$57.00
|
$0
|
N/A
|
|
#11
|
$15.00
|
$0
|
N/A
|
$58.00
|
$0
|
N/A
|
|
Final Valuation
Date
|
$0.00
|
$0
|
N/A
|
$90.00
|
—*
|
N/A
|
|
Payment at Maturity
|
$0.00
|
$10.22
|
* The final quarterly contingent coupon payment, if any, will be paid
at maturity.
Examples 3 and 4 illustrate the payment at maturity per security
based on the final share price.
In Example 3, the closing price of the underlying shares remains
below the downside threshold price on each valuation date throughout the term of the securities. As a result, you do not receive any quarterly
contingent coupon payment during the term of the securities and, at maturity, you are fully exposed to the decline in the closing price
of the underlying shares. As the final share price is less than the downside threshold price, you receive a cash payment at maturity calculated
as follows:
stated principal amount + (stated principal
amount × share return) = $10 + ($10 × -100%) = $0.00
In this example, because the underlying shares have lost
all of their value by the final valuation date, the payment you receive at maturity would be equal to zero, and you would lose your entire
investment. You may lose up to all of your investment in the securities.
In Example 4, the closing price of the underlying shares decreases
to a final share price of $90.00. As the closing price of the underlying shares on the second, fourth, and sixth valuation dates are greater
than the downside threshold price, you receive the quarterly contingent coupon payment of $0.22 with respect to each of those valuation
dates, but not with respect to any other valuation date prior to the final valuation date. Although the final share price is less than
the initial share price, because the final share price is still not less than the downside threshold price, you receive the stated principal
amount plus a quarterly contingent coupon payment with respect to the final valuation date.
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
In this example, although the final share price represents
a 10% decline from the initial share price, you receive the stated principal amount per security plus the quarterly contingent coupon
payment, equal to a total payment of $10.22 per security at maturity. The total payments on the securities will amount to $10.88 per security.
The hypothetical returns and
hypothetical payments on the securities shown above apply only if you hold the securities for their entire term or until automatic
early redemption. These hypothetical examples do not reflect fees or expenses that would be associated
with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown
above would likely be lower.
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
Summary Risk Factors
An investment in the securities is significantly riskier than an investment
in conventional debt securities. The securities are subject to all of the risks associated with an investment in our conventional debt
securities that are guaranteed by Citigroup Inc., including the risk that we and Citigroup Inc. may default on our obligations under the
securities, and are also subject to risks associated with the underlying shares. Accordingly, the securities are appropriate only for
investors who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and
legal advisors as to the risks of an investment in the securities and the appropriateness of the securities in light of your particular
circumstances.
The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment in the
securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-7 in the accompanying product
supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated
by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.
|
|
▪
|
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 and the final share price is less than the downside threshold price, you will lose a significant portion or all of your investment,
based on a loss of 1% of the stated principal amount of the securities for every 1% by which the final share price is less than the initial
share price. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment.
|
|
|
▪
|
You will not receive any contingent coupon payment for any quarter in which the closing price of the underlying shares is less
than the downside threshold price on the related valuation date. A contingent coupon payment will be made on a contingent coupon payment
date if and only if the closing price of the underlying shares on the related valuation date is greater than or equal to the downside
threshold price. If the closing price of the underlying shares is less than the downside threshold price on any quarterly valuation date,
you will not receive any contingent coupon payment on the related contingent coupon payment date, and if the closing price of the underlying
shares is below the downside threshold price on each valuation date, you will not receive any contingent coupon payments over the term
of the securities.
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▪
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Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon payments at an annualized
rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same
maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the securities, including
the risk that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates, the securities
will not be automatically redeemed and the amount you receive at maturity may be significantly less than the stated principal amount of
your securities and may be zero. The volatility of the underlying shares is an important factor affecting these risks. Greater expected
volatility of the underlying shares as of the pricing date may result in a higher contingent coupon rate, but it also represents a greater
expected likelihood as of the pricing date that the closing price of the underlying shares will be less than the downside threshold price
on one or more valuation dates, such that you will not receive one or more, or any, contingent coupon payments during the term of the
securities, the closing price of the underlying shares will be less than the initial share price on each potential redemption date, such
that the securities will not be automatically redeemed, and the final share price will be less than the downside threshold price, such
that you will suffer a substantial loss of principal at maturity.
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▪
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You may not be adequately compensated for assuming the downside risk of the underlying shares. The potential contingent coupon
payments on the securities are the compensation you receive for assuming the downside risk of the underlying shares, as well as all the
other risks of the securities. That compensation is effectively “at risk” and may, therefore, be less than you currently anticipate.
First, the actual yield you realize on the securities could be lower than you anticipate because the coupon is “contingent”
and you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment dates. Second, the contingent
coupon payments are the compensation you receive not only for the downside risk of the underlying shares, but also for all of the other
risks of the securities, including the risk that the securities may be automatically redeemed beginning approximately three months after
the issue date, interest rate risk and our credit risk. If those other risks increase or are otherwise greater than you currently anticipate,
the contingent coupon payments may turn out to be inadequate to compensate you for all the risks of the securities, including the downside
risk of the underlying shares.
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▪
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The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent coupon payments.
On any potential redemption date, beginning in February 2022 and ending in August 2024, the securities will be automatically redeemed
if the closing price of the underlying shares on that potential redemption date is greater than or equal to the initial share price. Thus,
the term of the securities may be limited to as short as approximately three months. If the securities are redeemed prior to maturity,
you will not receive any additional contingent coupon payments. Moreover, you may not be able to reinvest your funds in another investment
that provides a similar yield with a similar level of risk.
|
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
|
|
▪
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The securities offer downside exposure to the underlying shares, but no upside exposure to the underlying shares. You will
not participate in any appreciation in the price of the underlying shares over the term of the securities. Consequently, your return on
the securities will be limited to the contingent coupon payments you receive, if any, and may be significantly less than the return on
the underlying shares over the term of the securities. In addition, you will not receive any dividends or other distributions or any other
rights with respect to the underlying shares over the term of the securities.
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▪
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The performance of the securities will depend on the closing price of the underlying shares solely on the relevant valuation dates,
which makes the securities particularly sensitive to the volatility of the underlying shares. Whether the contingent coupon will be
paid for any given quarter and whether the securities will be automatically redeemed prior to maturity will depend on the closing price
of the underlying shares solely on the quarterly valuation dates and potential redemption dates, respectively, regardless of the closing
price of the underlying shares on other days during the term of the securities. If the securities are not automatically redeemed, what
you receive at maturity will depend solely on the closing price of the underlying shares 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 price of the underlying shares
on a limited number of dates, the securities will be particularly sensitive to volatility in the closing price of the underlying shares.
You should understand that the underlying shares have historically been highly volatile.
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▪
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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, will be less than the issue price. The difference is attributable to certain costs associated with selling, structuring and
hedging the securities that are included in the issue price. These costs include (i) the selling concessions and structuring fees paid
in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the
offering of the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates
in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because,
if they were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also
likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities.
See “The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.
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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 the underlying shares, the dividend yield on the
underlying shares 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
|
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
associated with conventional debt securities,
and our liquidity needs and preferences. Our internal funding rate is not the same as the coupon 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.
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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 price and volatility of the underlying shares and a number of other factors, including the
dividend yields on the underlying shares, interest rates generally, the time remaining to maturity and our and/or Citigroup Inc.’s
creditworthiness, as reflected in our secondary market rate. Changes in the price of the underlying shares 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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Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities. Governmental
regulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government, could prohibit or otherwise
restrict persons from holding the securities or underlying shares, or engaging in transactions in them, and any such action could adversely
affect the value of underlying shares. These regulatory actions could result in restrictions on the securities and could result in the
loss of a significant portion or all of your initial investment in the securities, including if you are forced to divest the securities
due to the government mandates, especially if such divestment must be made at a time when the value of the securities has declined.
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▪
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Our offering of the securities does not constitute a recommendation of the underlying shares. The fact that we are offering
the securities does not mean that we believe that investing in an instrument linked to the underlying shares is likely to achieve favorable
returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the
underlying shares over the term of the securities or in instruments related to the underlying shares over the term of the securities and
may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlying shares. These
and other activities of our affiliates may affect the price of the underlying shares in a way that has a negative impact on your interests
as a holder of the securities.
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▪
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The price of the underlying shares may be adversely affected by our or our affiliates’ hedging and other trading activities.
We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions directly in the
underlying shares and other financial instruments related to the underlying shares and may adjust such positions during the term of the
securities. Our affiliates also trade the underlying shares and other financial instruments related to the underlying shares 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 price of the underlying shares in a way that negatively affects the value of
the securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.
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▪
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We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.
Our affiliates may currently or from time to time engage in business with the underlying share issuer, including extending loans to, making
equity investments in or providing advisory services to the underlying share issuer. In the course of this business, we or our affiliates
may acquire non-public information about the underlying share issuer, which we will not disclose to you.
|
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
Moreover, if any of our affiliates is or
becomes a creditor of the underlying share issuer, they may exercise any remedies against the underlying share issuer that are available
to them without regard to your interests.
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▪
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You will have no rights and will not receive dividends with respect to the underlying shares. You should understand that you
will not receive any dividend payments under the securities. In addition, if any change to the underlying shares is proposed, such as
an amendment to the underlying share issuer’s organizational documents, you will not have the right to vote on such change. Any
such change may adversely affect the market price of the underlying shares.
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▪
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Even if the underlying share issuer 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 on the underlying shares unless the amount
of the dividend per underlying share, together with any other dividends paid in the same fiscal quarter, exceeds the dividend paid per
underlying share in the most recent fiscal quarter by an amount equal to at least 10% of the closing price of the underlying shares on
the date of declaration of the dividend. Any dividend will reduce the closing price of the underlying shares by the amount of the dividend
per underlying share. If the underlying share issuer 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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▪
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The securities will not be adjusted for all events that could affect the price of the underlying shares. 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 public offerings of the underlying shares. 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 would not.
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▪
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If the underlying shares are delisted, we may call the securities prior to maturity for an
amount that may be less than the stated principal amount. If we exercise this call right, you will receive the amount described under
“Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Delisting
of an Underlying Company” in the accompanying product supplement. This amount may be less, and possibly significantly less, than
the stated principal amount of the securities.
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▪
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The securities may become linked to shares of an issuer other than the original underlying
share issuer upon the occurrence of a reorganization event or upon the delisting of the underlying shares. For example, if the underlying
share issuer enters into a merger agreement that provides for holders of underlying shares to receive stock of another entity, the stock
of such other entity will become the underlying shares for all purposes of the securities upon consummation of the merger. Additionally,
if the underlying shares are delisted and we do not exercise our call right, the calculation agent may, in its sole discretion, select
shares of another issuer to be the underlying shares. See “Description of the Securities— Certain Additional Terms for Securities
Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments,” and “—Delisting
of an Underlying Company” in the accompanying product supplement.
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▪
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The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If
certain events occur, such as market disruption events, corporate events with respect to the underlying share issuer that may require
a dilution adjustment or the delisting of the underlying shares, 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.
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▪
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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 described in “United States Federal Tax Considerations” below. If the IRS
were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the
securities might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely
affect the U.S. federal tax treatment of the securities, possibly retroactively.
|
Non-U.S. investors
should note that persons having withholding responsibility in respect of the securities may withhold on any coupon payment paid to a non-U.S.
investor, generally at a rate of 30%. To the extent that we have withholding responsibility in respect of the securities, we intend to
so withhold.
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.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
Information About lululemon athletica inc.
lululemon athletica inc. designs and retails athletic clothing products.
The company produces fitness pants, shorts, tops and jackets for yoga, dance, running, and general fitness. The underlying shares of lululemon
athletica inc. are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided
to or filed with the SEC by lululemon athletica inc. pursuant to the Exchange Act can be located by reference to the SEC file number 001-33608
through the SEC’s website at http://www.sec.gov. In addition, information regarding lululemon athletica inc. may be obtained from
other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. The underlying
shares of lululemon athletica inc. trade on the Nasdaq Global Select Market under the ticker symbol “LULU.”
This pricing supplement relates
only to the securities offered hereby and does not relate to the underlying shares of lululemon athletica inc. or other securities of
the underlying share issuer. We have derived all disclosures contained in this pricing supplement regarding the underlying shares and
the underlying share issuer from the publicly available documents described above. In connection with the offering of the securities,
none of Citigroup Global Markets Holdings Inc., Citigroup Inc. or CGMI has participated in the preparation of such documents or made any
due diligence inquiry with respect to the underlying share issuer.
The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The underlying share issuer is not involved in any way in this offering and has no obligation
relating to the securities or to holders of the securities.
Neither we nor any of our affiliates make any representation to you
as to the performance of the underlying shares.
Historical Information
The graph below shows the closing price of the underlying shares for
each day such price was available from January 3, 2011 to November 1, 2021. The table that follows shows the high and low closing prices
of, and dividends paid on, the underlying shares for each quarter in that same period. We obtained the closing prices and other information
below from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period shown
below, including, but not limited to, spin-offs or mergers, then the closing prices of the underlying shares shown below for the period
prior to the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such transaction had occurred prior to
the first day in the period shown below. You should not take the historical prices of the underlying shares as an indication of future
performance.
Common Stock of lululemon athletica inc. – Historical Closing Prices
January 3, 2011 to November 1, 2021
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|
* The red line indicates the hypothetical downside threshold price of
$344.160, assuming the closing price on November 1, 2021 were the initial share price.
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
|
Common Stock of lululemon athletica inc.
|
High
|
Low
|
Dividends
|
|
2011
|
|
|
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First Quarter (beginning January 3, 2011)
|
$44.92
|
$33.475
|
$0.00000
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|
Second Quarter
|
$56.55
|
$41.545
|
$0.00000
|
|
Third Quarter
|
$63.76
|
$45.45
|
$0.00000
|
|
Fourth Quarter
|
$57.94
|
$43.61
|
$0.00000
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|
2012
|
|
|
|
|
First Quarter
|
$75.95
|
$47.03
|
$0.00000
|
|
Second Quarter
|
$80.30
|
$58.41
|
$0.00000
|
|
Third Quarter
|
$77.99
|
$53.35
|
$0.00000
|
|
Fourth Quarter
|
$77.20
|
$65.87
|
$0.00000
|
|
2013
|
|
|
|
|
First Quarter
|
$75.09
|
$62.35
|
$0.00000
|
|
Second Quarter
|
$82.28
|
$61.31
|
$0.00000
|
|
Third Quarter
|
$74.65
|
$63.55
|
$0.00000
|
|
Fourth Quarter
|
$76.57
|
$57.87
|
$0.00000
|
|
2014
|
|
|
|
|
First Quarter
|
$59.60
|
$44.53
|
$0.00000
|
|
Second Quarter
|
$54.56
|
$37.25
|
$0.00000
|
|
Third Quarter
|
$45.19
|
$37.51
|
$0.00000
|
|
Fourth Quarter
|
$55.79
|
$38.84
|
$0.00000
|
|
2015
|
|
|
|
|
First Quarter
|
$68.44
|
$55.34
|
$0.00000
|
|
Second Quarter
|
$69.77
|
$59.79
|
$0.00000
|
|
Third Quarter
|
$66.70
|
$49.81
|
$0.00000
|
|
Fourth Quarter
|
$54.21
|
$44.09
|
$0.00000
|
|
2016
|
|
|
|
|
First Quarter
|
$67.80
|
$53.91
|
$0.00000
|
|
Second Quarter
|
$73.86
|
$60.07
|
$0.00000
|
|
Third Quarter
|
$80.65
|
$60.98
|
$0.00000
|
|
Fourth Quarter
|
$69.71
|
$54.61
|
$0.00000
|
|
2017
|
|
|
|
|
First Quarter
|
$69.90
|
$50.76
|
$0.00000
|
|
Second Quarter
|
$59.67
|
$47.91
|
$0.00000
|
|
Third Quarter
|
$62.53
|
$57.39
|
$0.00000
|
|
Fourth Quarter
|
$79.61
|
$58.20
|
$0.00000
|
|
2018
|
|
|
|
|
First Quarter
|
$89.12
|
$76.67
|
$0.00000
|
|
Second Quarter
|
$129.69
|
$87.27
|
$0.00000
|
|
Third Quarter
|
$162.49
|
$118.84
|
$0.00000
|
|
Fourth Quarter
|
$161.64
|
$113.26
|
$0.00000
|
|
2019
|
|
|
|
|
First Quarter
|
$167.54
|
$123.35
|
$0.00000
|
|
Second Quarter
|
$188.03
|
$161.59
|
$0.00000
|
|
Third Quarter
|
$203.14
|
$174.46
|
$0.00000
|
|
Fourth Quarter
|
$233.19
|
$189.13
|
$0.00000
|
|
2020
|
|
|
|
|
First Quarter
|
$263.68
|
$138.98
|
$0.00000
|
|
Second Quarter
|
$323.74
|
$181.25
|
$0.00000
|
|
Third Quarter
|
$398.29
|
$294.76
|
$0.00000
|
|
Fourth Quarter
|
$386.07
|
$315.50
|
$0.00000
|
|
2021
|
|
|
|
|
First Quarter
|
$367.29
|
$285.14
|
$0.00000
|
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
|
|
Second Quarter
|
$366.66
|
$298.75
|
$0.00000
|
|
Third Quarter
|
$432.61
|
$364.23
|
$0.00000
|
|
Fourth Quarter (through November 1, 2021)
|
$466.01
|
$384.57
|
$0.00000
|
The closing price of the underlying shares on November 1, 2021 was $458.88.
We make no representation as to the amount of dividends, if any, that
may be paid on the underlying shares in the future. In any event, as an investor in the securities, you will not be entitled to receive
dividends, if any, that may be payable on the underlying shares.
|
Citigroup Global Markets Holdings Inc.
|
|
Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
|
|
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United States Federal Tax Considerations
You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and
“Summary Risk Factors” in this pricing supplement.
Due to the lack of any controlling legal authority, there is substantial
uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection with any information reporting
requirements we may have in respect of the securities under applicable law, we intend (in the absence of an administrative determination
or judicial ruling to the contrary) to treat the securities for U.S. federal income tax purposes as prepaid forward contracts with associated
coupon payments that will be treated as gross income to you at the time received or accrued in accordance with your regular method of
tax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, this treatment of the securities is reasonable under current
law; however, our counsel has advised us that it is unable to conclude affirmatively that this treatment is more likely than not to be
upheld, and that alternative treatments are possible. Moreover, our counsel’s opinion is based on market conditions as of the date
of this preliminary pricing supplement and is subject to confirmation on the pricing date.
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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Any coupon payments on the securities should be taxable as
ordinary income to you at the time received or accrued in accordance with your regular method of accounting for U.S. federal income tax
purposes.
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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. For this purpose, the amount realized does not include any coupon paid
on retirement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. 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.
Withholding Tax on Non-U.S. Holders. Because significant aspects
of the tax treatment of the securities are uncertain, persons having withholding responsibility in respect of the securities may withhold
on any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement), generally at a rate of 30%. To the
extent that we have (or an affiliate of ours has) withholding responsibility in respect of the securities, we intend to so withhold. In
order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with certification requirements to establish
that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult
your tax adviser regarding the tax treatment of the securities, including the possibility of obtaining a refund of any amounts withheld
and the certification requirement described above.
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.
We will not be required to pay any additional amounts with respect to
amounts withheld.
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Citigroup Global Markets Holdings Inc.
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Contingent Income Auto-Callable Securities Due November----, 2024
Based on the Performance of the Common Stock of lululemon athletica inc.
Principal at Risk Securities
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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 $0.25 for each $10.00 security
sold in this offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI, including Morgan Stanley Wealth
Management, and their financial advisors collectively a fixed selling concession of $0.20 for each $10.00 security they sell. In addition,
Morgan Stanley Wealth Management will receive a structuring fee of $0.05 for each security they sell. 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.
The costs included in the original issue price of the securities will
include a fee paid by Citigroup Global Markets Inc. (“CGMI”) to LFT Securities, LLC, an entity in which an affiliate of Morgan
Stanley Wealth Management has an ownership interest, for providing certain electronic platform services with respect to this offering.
CGMI is an affiliate of ours. Accordingly, this offering will conform
with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the
Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment discretion will
not be permitted to purchase the securities, either directly or indirectly, without the prior written consent of the client.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus
for additional information.
A portion of the net proceeds from the sale of the securities will be
used to hedge our obligations under the securities. We expect to hedge our obligations under the securities through CGMI or other of our
affiliates. CGMI or such other of our affiliates may profit from this expected hedging activity even if the value of the securities declines.
This hedging activity could affect the closing price of the underlying shares and, therefore, the value of and your return on the securities.
For additional information on the ways in which our counterparties may hedge our obligations under the securities, see “Use of Proceeds
and Hedging” in the accompanying prospectus.
Valuation of the Securities
CGMI calculated the estimated value of the securities set forth on the
cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated
value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on
the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying
the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond component
using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary
derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on various
inputs, including the factors described under “Summary Risk Factors—The value of the securities prior to maturity will fluctuate
based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness.
These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.
The estimated value of the securities is a function of the terms of
the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement, it is
uncertain what the estimated value of the securities will be on the pricing date because it is uncertain what the values of the inputs
to CGMI’s proprietary pricing models will be on the pricing date.
For a period of approximately 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.”
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