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 JANUARY
19, 2022
|
Citigroup Global Markets Holdings Inc.
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January----,
2022
Medium-Term Senior Notes,
Series N
Pricing Supplement No. 2022-USNCH[
]
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-255302 and 333-255302-03
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Autocallable Phoenix
Securities Based on the Nasdaq-100 Index® Due February , 2023
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§
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The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. The securities offer the potential for 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, at maturity, you may receive significantly less than the stated principal amount of your
securities and possibly nothing; and (iii) the securities may be automatically redeemed prior to maturity. Each of these risks will depend
on the performance of the Nasdaq-100 Index® (the “underlying index”), as described below. Although you will
be exposed to downside risk with respect to the underlying index, you will not participate in any appreciation of the underlying index
or receive any dividends paid on the stocks that constitute the underlying index.
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§
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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.
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KEY TERMS
|
Issuer:
|
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
|
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
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Underlying index:
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The Nasdaq-100 Index® (ticker symbol: “NDX”)
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Aggregate stated principal amount:
|
$
|
Stated principal amount:
|
$1,000 per security
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Strike date:
|
January 18, 2022
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Pricing date:
|
January , 2022 (expected to be January 19, 2022)
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Issue date:
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January , 2022 (expected to be January 24, 2022).
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Interim valuation dates:
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Expected to be May 3, 2022, August 2, 2022, and November 1, 2022, each subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
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Final valuation dates:
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Expected to be January 25, 2023, January 26, 2023, January 27, 2023, January 30, 2023 and January 31, 2023, 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:
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Unless earlier redeemed, February , 2023 (expected to be February 3, 2023), subject to postponement as described under “Additional Information” below
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Contingent coupon payment dates:
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For any interim valuation date, the third business day after such interim valuation date; and for the final valuation dates, the maturity date
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Contingent coupon:
|
On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to 2.675% of the stated principal amount of the securities if and only if the relevant index level for the related interim valuation date or with respect to the final valuation dates, as applicable, is greater than or equal to the coupon barrier level. If the relevant index level on any interim valuation date or with respect to the final valuation dates, as applicable, is less than the coupon barrier level, you will not receive any contingent coupon payment on the related contingent coupon payment date. If the relevant index level is less than the coupon barrier level on one or more interim valuation dates and, on a subsequent interim valuation date or with respect to the final valuation dates, the relevant index level is greater than or equal to the coupon barrier level, your contingent coupon payment for that subsequent interim valuation date or with respect to the final valuation dates, as applicable, will include all previously unpaid contingent coupon payments (without interest on amounts previously unpaid). However, if the relevant index level is less than the coupon barrier level on an interim valuation date and on each subsequent interim valuation date thereafter and with respect to the final valuation dates, you will not receive the unpaid contingent coupon payments in respect of those interim valuation dates and with respect to the final valuation dates.
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Automatic early redemption:
|
If, on any of the interim valuation dates, the closing level of the underlying index is greater than or equal to the initial index level, each security you then hold will be automatically redeemed on the related contingent coupon payment date for an amount in cash equal to $1,000 plus the related contingent coupon payment (including any previously unpaid contingent coupon payments).
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Payment at maturity:
|
If the securities are not automatically redeemed prior to maturity,
you will be entitled to receive at maturity, for each $1,000 stated principal amount security you then hold:
▪ If
the final index level is greater than or equal to the final barrier level: $1,000 plus the contingent coupon payment due
at maturity (including any previously unpaid contingent coupon payments)
▪ If
the final index level is less than the final barrier level:
$1,000 + ($1,000 × the index return)
If the final index level is less than the final barrier level, you
will receive less than 80.00% of the stated principal amount of your securities, and possibly nothing, at maturity, and you will not receive
any contingent coupon payment at maturity (including any previously unpaid contingent coupon payments).
|
Initial index level:
|
15,210.76, the closing level of the underlying index on the strike date
|
Final index level:
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The arithmetic average of the closing level of the underlying index on each of the five final valuation dates
|
Relevant index level:
|
For any contingent coupon payment date other than the maturity date, the relevant index level is the closing level of the underlying index on the interim valuation date immediately preceding that contingent coupon payment date. For the maturity date, the relevant index level is the final index level.
|
Coupon barrier level:
|
12,168.608, 80.00% of the initial index level
|
Final barrier level:
|
12,168.608, 80.00% of the initial index level
|
Index return:
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(i) The final index level minus the initial index level, divided by (ii) the initial index level
|
Listing:
|
The securities will not be listed on any securities exchange
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CUSIP / ISIN:
|
17330AA36/ US17330AA366
|
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(3)
|
Proceeds to issuer(3)
|
Per security:
|
$1,000.00
|
$10.00
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$990.00
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Total:
|
$
|
$
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$
|
(1) Citigroup Global Markets Holdings Inc. currently expects that the
estimated value of the securities on the pricing date will be at least $933.00 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) The issue price for investors
purchasing the securities in fiduciary accounts is $990.00 per security.
(3) CGMI will receive an underwriting
fee of $10.00 for each security sold in this offering. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement
agents for the securities and, from the underwriting fee to CGMI, will receive a placement fee of $10.00 for each security they sell in
this offering to accounts other than fiduciary accounts. CGMI and the placement agents will forgo an underwriting fee and placement
fee for sales to fiduciary accounts. For more information on the distribution of the securities, see “Supplemental Plan of Distribution”
in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity
related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying
prospectus.
Investing in the securities involves
risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-5.
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, 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, 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
Underlying Supplement No. 10 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.
|
Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
|
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Additional Information
General. The terms of the securities are set forth in the accompanying
product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement,
prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain
events may occur that could affect whether you receive a contingent coupon payment on a contingent coupon payment date or the securities
are automatically redeemed as well as your payment at maturity. These events, including market disruption events and other events affecting
the underlying index, and their consequences are described in the accompanying product supplement in the sections “Description of
the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date” and “Description of the
Securities—Certain Additional Terms for Securities Linked to an Underlying Index—Discontinuance or Material Modification of
an Underlying Index,” and not in this pricing supplement (except as set forth in the next paragraph). The accompanying underlying
supplement contains important disclosures regarding the underlying index that are not repeated in this pricing supplement. It is important
that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing
supplement before deciding whether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined
in the accompanying product supplement.
Postponement of a Final Valuation Date; Postponement of the Maturity
Date. If any scheduled final valuation date is not a scheduled trading day that final valuation date will be postponed to the next
succeeding scheduled trading day. In addition, if a market disruption event occurs on any scheduled final valuation date, the calculation
agent may, but is not required to, postpone that final valuation date to the next succeeding scheduled trading day on which a market disruption
event does not occur. If any final valuation date is postponed so that it coincides with a subsequent scheduled final valuation date,
each such subsequent final valuation date will be postponed to the next succeeding scheduled trading day (subject to further postponement
as provided above if a market disruption event occurs on such succeeding scheduled trading day). However, in no event will any scheduled
final valuation date be postponed more than five scheduled trading days after that originally scheduled final valuation date as a result
of a market disruption event occurring on that scheduled final valuation date or on any earlier scheduled final valuation date (in each
case, as any such scheduled final valuation date may be postponed). If the last final valuation date is postponed so that it falls less
than three business days prior to the scheduled maturity date, the maturity date will be postponed to the third business day after the
last final valuation date as postponed. The provisions in this paragraph supersede the related provisions in the accompanying product
supplement to the extent the provisions in this paragraph are inconsistent with those provisions. The terms “scheduled trading day”
and “market disruption event” are defined in the accompanying product supplement. Each interim valuation date is subject to
postponement on the terms set forth with respect to valuation dates in the accompanying product supplement.
Citigroup Global Markets Holdings Inc.
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Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
|
|
Hypothetical Examples
The table on the next page illustrates various hypothetical payments
on the securities at maturity for a range of hypothetical final index levels (the final index level is the arithmetic average of the closing
level of the underlying index on each of the five final valuation dates) of the underlying index, assuming the securities are not automatically
redeemed. The outcomes illustrated in the table are not exhaustive, and the actual payment at maturity you receive on the securities may
differ from any example illustrated below.
The table and examples that follow are based on the following hypothetical
values and assumptions in order to illustrate how the securities work and do not reflect the actual initial index level, coupon barrier
level or final barrier level:
Initial index level:
|
100.00 (the hypothetical closing level of the underlying index on the strike date)
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Coupon barrier level:
|
80.00 (80.00% of the hypothetical initial index level)
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Final barrier level:
|
80.00 (80.00% of the hypothetical initial index level)
|
Contingent coupon:
|
2.675% of the stated principal amount, paid on each contingent coupon payment date
|
For ease
of analysis, figures in the table and examples below have been rounded.
Maturity Date
|
Hypothetical final index level(1)
|
Hypothetical percentage change from initial index level to final index level
|
Hypothetical cash amount(2) you receive at maturity per security
|
150.00
|
50.00%
|
$1,026.75
|
140.00
|
40.00%
|
$1,026.75
|
130.00
|
30.00%
|
$1,026.75
|
120.00
|
20.00%
|
$1,026.75
|
110.00
|
10.00%
|
$1,026.75
|
100.00
|
0.00%
|
$1,026.75
|
90.00
|
-10.00%
|
$1,026.75
|
80.00
|
-20.00%
|
$1,026.75
|
79.99
|
-20.01%
|
$799.90
|
70.00
|
-30.00%
|
$700.00
|
60.00
|
-40.00%
|
$600.00
|
50.00
|
-50.00%
|
$500.00
|
40.00
|
-60.00%
|
$400.00
|
30.00
|
-70.00%
|
$300.00
|
20.00
|
-80.00%
|
$200.00
|
10.00
|
-90.00%
|
$100.00
|
0.00
|
-100.00%
|
$0.00
|
|
(1)
|
The final index level is equal to the arithmetic average of the closing level of the underlying index on each of the five final valuation
dates. You will be repaid the stated principal amount of your securities if, and only if, the final index level is greater than or equal
to the final barrier level.
|
|
(2)
|
You will receive a contingent coupon payment at maturity if, and only if, the final index level is greater than or equal to the coupon
barrier level. For purposes of this table, it is assumed that there are no previously unpaid contingent coupon payments.
|
The examples below illustrate various possible outcomes under the securities.
The examples do not illustrate all possible outcomes, and the return you actually receive on an investment in the securities may differ
from any example shown below. References below to the total return on an investment in the securities take into account all contingent
coupon payments received (if any) on or prior to the date of redemption or maturity.
Examples
assuming the securities are automatically redeemed prior to maturity:
Example 1: The hypothetical closing level of the underlying index
on the first interim valuation date is 110.00, which is greater than the hypothetical initial index level. Because the hypothetical
closing level of the underlying index is greater than the hypothetical initial index level on the first interim valuation date, the securities
would be automatically redeemed on the first contingent coupon payment date for $1,026.75 per security, consisting of the stated principal
amount of $1,000 plus the related contingent coupon payment of $26.75. In this scenario, the term of the securities would be approximately
three months and you would receive a total return of 2.675% on your investment in the securities.
Example 2: The hypothetical closing level of the underlying
index on the first interim valuation date is 50.00, which is less than the hypothetical coupon barrier level. As
a result, no contingent coupon payment would be paid on the first contingent coupon payment date. On the second interim valuation
date, the hypothetical closing level of the underlying index is 130.00, which is greater than the hypothetical initial
index level. Because the hypothetical closing level of the underlying index on the second interim valuation date is greater
than the hypothetical initial index level, the securities would be automatically redeemed on the second contingent coupon payment date
for $1,053.50 per security, consisting of the stated principal amount of $1,000, a contingent coupon payment of $26.75 per security
plus the contingent coupon payment of $26.75 per security related to the first interim valuation date. In this scenario, the
term of the securities would be approximately six months and you would receive a total return of 5.35% on your investment in the securities.
Citigroup Global Markets Holdings Inc.
|
Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
|
|
In each of the previous examples, the automatic early redemption feature
of the securities would limit the term of the securities to less than the full term to maturity, and possibly to as short as three months. If
the securities are automatically redeemed early, you will not receive any additional contingent coupon payments after the redemption,
and you may not be able to reinvest in other investments that offer comparable terms or returns. Although in each of these
examples the hypothetical closing level of the underlying index on the interim valuation date immediately before redemption is greater
than the hypothetical initial index level, investors in the securities will not share in any appreciation of the underlying index.
Examples
assuming the securities are not automatically redeemed prior to maturity:
Example 3: The hypothetical closing level of the underlying index
on each of the interim valuation dates is less than the hypothetical initial index level but greater than the hypothetical
coupon barrier level, and the hypothetical final index level is 120.00, which is greater than the hypothetical final barrier level.
In this scenario, you would receive a contingent coupon payment of $26.75 per security on each contingent coupon payment date prior to
maturity and, on the maturity date, would receive $1,026.75 per security, consisting of the stated principal amount of $1,000 plus
the contingent coupon payment of $26.75 due at maturity. The total return on your investment in the securities in this example is 10.70%,
which is the maximum return you may receive on an investment in the securities. As this example illustrates, the return you receive on
an investment in the securities may be less than the return you could have received on a direct investment in the underlying index.
Example 4: The hypothetical closing level of the underlying
index is less than the hypothetical initial index level on each of the interim valuation dates but greater
than the hypothetical coupon barrier level on only the first interim valuation date, and the hypothetical final index level is
85.00, which is greater than the hypothetical final barrier level. Because the hypothetical closing level
of the underlying index is greater than the hypothetical coupon barrier level on only the first interim valuation date, you would receive
the contingent coupon payment of $26.75 per security on only the contingent coupon payment date related to the first interim valuation
date. On the maturity date, because the final index level is greater than the final barrier level, you would receive $1,080.25
per security, consisting of the stated principal amount of $1,000 plus the contingent coupon payment of $26.75 due
at maturity plus the two contingent coupon payments of $26.75 related to the second through third interim valuation
dates. In this scenario, your total return on your investment in the securities would be 10.70%.
Example 5: The hypothetical closing level of the underlying index
on each of the interim valuation dates is less than the hypothetical initial index level but greater than the hypothetical
coupon barrier level, and the hypothetical final index level is 50.00, which is less than the hypothetical final barrier level.
Because the hypothetical closing level of the underlying index is greater than the hypothetical coupon barrier level on each interim valuation
date, you would receive the contingent coupon payment of $26.75 per security on each contingent coupon payment date prior to the maturity
date. On the maturity date, because the final index level is less than the final barrier level, you would receive $500.00 per security,
calculated as follows:
Payment at maturity = $1,000 + ($1,000 × the
index return)
= $1,000 + ($1,000 × -50%)
= $1,000 + -$500
= $500
In this scenario, you would receive significantly
less than the stated principal amount of your securities at maturity. In addition, because the final index level is below the coupon barrier
level, you will not receive any contingent coupon payment at maturity. In this scenario, your total return on your investment in the securities
would be -41.975%.
Example 6: The hypothetical closing level of the underlying index
on each of the interim valuation dates is less than the hypothetical coupon barrier level, and the hypothetical final index level
is $0.00. In this scenario, you would receive no contingent coupon payments over the term of the securities, and you would not be repaid
any of your stated principal amount at maturity, for a total loss on your investment in the securities.
Citigroup Global Markets Holdings Inc.
|
Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
|
|
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 index. 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 some or all of your investment. Unlike conventional debt securities, the securities do not provide for the repayment
of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior to maturity and
the final index level is less than the final barrier level, you will lose 1% of the stated principal amount of the securities for every
1% by which the final index level is less than the initial index level. There is no minimum payment at maturity on the securities, and
you may lose up to all of your investment.
|
|
§
|
The initial index level, which was set on the strike date, may be higher than the closing level of the underlying index on the
pricing date. If the closing level of the underlying index on the pricing date is less than the initial index level that was set on
the strike date, the terms of the securities may be less favorable to you than the terms of an alternative investment that may be available
to you that offers a similar payout as the securities but with the initial index level set on the pricing date.
|
|
§
|
You will not receive any contingent coupon payment on any contingent coupon payment date for which the relevant index level is
less than the coupon barrier level on the related interim valuation date or with respect to the final valuation dates, as applicable.
A contingent coupon payment will be made on a contingent coupon payment date if and only if the relevant index level for the related interim
valuation date or with respect to the final valuation dates, as applicable, is greater than or equal to the coupon barrier level. If the
relevant index level is less than the coupon barrier level for any interim valuation date or with respect to the final valuation dates,
as applicable, you will not receive any contingent coupon payment on the related contingent coupon payment date. You will only receive
a contingent coupon payment that has not been paid on a subsequent contingent coupon payment date if and only if the relevant index level
for the related interim valuation date or with respect to the final valuation dates, as applicable, is greater than or equal to the coupon
barrier level. If the relevant index level is below the coupon barrier level for each interim valuation date and with respect to the final
valuation dates, you will not receive any contingent coupon payments over the term of the securities.
|
|
§
|
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 risks 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 index is an important factor affecting these risks. Greater expected
volatility of the underlying index as of the strike date may result in a higher contingent coupon rate, but it also represents a greater
expected likelihood as of the strike date that (i) the relevant index level will be less than the coupon barrier level for one or more
interim valuation dates or with respect to the final valuation dates, such that you will not receive one or more, or any, contingent coupon
payments during the term of the securities, (ii) the relevant index level will be less than the initial index level on each interim valuation
date, such that the securities are not automatically redeemed and (iii) the final index level will be less than the final barrier level,
such that you will not be repaid the stated principal amount of your securities at maturity.
|
|
§
|
You may not be adequately compensated for assuming the downside risk of the underlying index. The potential contingent coupon
payments on the securities are the compensation you receive for assuming the downside risk of the underlying index, 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 index, but also for all of the other
risks of the securities, including the risk that the securities may be automatically redeemed prior to maturity, interest rate risk and
our and Citigroup Inc.’s 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 index.
|
|
§
|
The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent coupon payments.
The securities will be automatically redeemed prior to maturity if the closing level of the underlying index on any interim valuation
date is greater than or equal to the initial index level. Thus, the term of the securities may be limited to as short as
|
Citigroup Global Markets Holdings Inc.
|
Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
|
|
approximately three months. If the securities
are automatically 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.
|
§
|
The securities offer downside exposure to the underlying index, but no upside exposure to the underlying index. You will not
participate in any appreciation in the level of the underlying index 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 index over the term of the securities. In addition, you will not receive any dividends or other distributions or have any other
rights with respect to the underlying index over the term of the securities.
|
|
§
|
The performance of the securities will depend on the closing level of the underlying index solely on the relevant valuation dates,
which makes the securities particularly sensitive to the volatility of the underlying index. Whether any contingent coupons will be
paid prior to maturity and whether the securities will be automatically redeemed prior to maturity will depend on the closing level of
the underlying index solely on the applicable interim valuation dates, regardless of the closing level of the underlying index on other
days during the term of the securities. If the securities are not automatically redeemed, the amount you receive at maturity will depend
solely on the closing level of the underlying index on the final valuation dates and not on any other days during the term of the securities.
Because the performance of the securities depends on the closing level of the underlying index on a limited number of dates, the securities
will be particularly sensitive to volatility in the closing level of the underlying index. You should understand that the underlying index
have historically been highly volatile.
|
|
§
|
The payment at maturity on the securities is based on the arithmetic average of the closing level of the underlying index on each
of the five final valuation dates. As a result, you are subject to the risk that the closing level of the underlying index on each
of the five final valuation dates will result in a less favorable return than you would have received had the final index level been based
on the closing level on other days during the term of the securities. If you had invested in another instrument linked to the underlying
index that you could sell for full value at a time selected by you, you might have achieved better returns. In addition, because the final
index level is based on the average of the closing levels of the underlying index on each of the five final valuation dates, your return
on the securities may be less favorable than it would have been if it were based on the closing level of the underlying index on only
one of those five dates.
|
|
§
|
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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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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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 placement 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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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 index, the dividend yields on the
stocks that constitute the underlying index 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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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
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Citigroup Global Markets Holdings Inc.
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Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
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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 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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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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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 level and volatility of the underlying index and a number of other factors, including the
price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that constitute the underlying
index, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness, as reflected in our
secondary market rate. Changes in the level of the underlying index 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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Our offering of the securities does not constitute a recommendation of the underlying index by CGMI or its affiliates or by the
placement agents or their affiliates. The fact that we are offering the securities does not mean that we believe, or that the placement
agents or their affiliates believe, that investing in an instrument linked to the underlying index is likely to achieve favorable returns.
In fact, as we and the placement agents are part of global financial institutions, our affiliates and the placement agents and their affiliates
may have positions (including short positions) in the stocks that constitute the underlying index or in instruments related to the underlying
index or such stocks 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 index. These and other activities of our affiliates or the placement agents or their affiliates
may affect the level of the underlying index in a way that has a negative impact on your interests as a holder of the securities.
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The level of the underlying index 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
stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks and may adjust
such positions during the term of the securities. Our affiliates and the placement agents and their affiliates also trade the stocks that
constitute the underlying index and other financial instruments related to the underlying index or such stocks on a regular basis (taking
long or short positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf
of customers. These activities could affect the level of the underlying index in a way that negatively affects the value of the securities.
They could also result in substantial returns for us or our affiliates or the placement agents or their affiliates while the value of
the securities declines.
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We and our affiliates or the placement agents or their affiliates may have economic interests that are adverse to yours as a result
of our affiliates’ or their business activities. Our affiliates or the placement agents or their affiliates may currently or
from time to time engage in business with the issuers of the stocks that constitute the underlying index, including extending loans to,
making equity investments in or providing advisory services to such issuers. In the course of this business, we or our affiliates or the
placement agents or their affiliates may acquire non-public information about such issuers, which we and they will not disclose to you.
Moreover, if any of our affiliates or the placement agents or their affiliates is or becomes a creditor of any such issuer, they may exercise
any remedies against such issuer that are available to them without regard to your interests.
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Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
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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 or the discontinuance of the underlying index, CGMI, as calculation agent, will
be required to make discretionary judgments that could significantly affect your payment at maturity. In making these judgments, the calculation
agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities.
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Adjustments to the underlying index may affect the value of your securities. Nasdaq, Inc. (the “underlying index publisher”)
may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes that could affect the
level of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the underlying
index at any time without regard to your interests as holders of 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 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.
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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.
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Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
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Information About
the Nasdaq-100 Index®
The Nasdaq-100 Index® is a modified market capitalization-weighted
index of stocks of the 100 largest non-financial companies listed on the Nasdaq Stock Market. All stocks included in the Nasdaq-100 Index®
are traded on a major U.S. exchange. The Nasdaq-100 Index® was developed by the Nasdaq Stock Market, Inc. and is calculated,
maintained and published by Nasdaq, Inc.
Please refer to the section “Equity Index Descriptions—The
NASDAQ-100 Index®” in the accompanying underlying supplement for additional information.
We have derived all information regarding the Nasdaq-100 Index®
from publicly available information and have not independently verified any information regarding the Nasdaq-100 Index®.
This pricing supplement relates only to the securities and not to the Nasdaq-100 Index®. We make no representation as to
the performance of the Nasdaq-100 Index® over the term of the securities.
The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Nasdaq-100 Index® is not involved in any way in this offering
and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing level of the Nasdaq-100 Index® on January
18, 2022 was 14,026.16.
The graph below shows the closing level of the Nasdaq-100 Index®
for each day such level was available from January 3, 2011 to January 18, 2022. We obtained the closing levels from Bloomberg L.P., without
independent verification. You should not take the historical levels of the Nasdaq-100 Index® as an indication of future
performance.
Nasdaq-100 Index® – Historical Closing Levels
January 3, 2012 to January 18, 2022
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*The red line indicates a coupon barrier
level and final barrier level of 12,168.608, equal to 80.00% of the closing level on January 18, 2022.
Citigroup Global Markets Holdings Inc.
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Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
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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.
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.
Citigroup Global Markets Holdings Inc.
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Autocallable Phoenix Securities Based on the Nasdaq-100 Index® Index Due February , 2023
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You should also consult your tax adviser regarding all aspects of
the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $10.00 for each security sold
in this offering. The amount of the underwriting fee to CGMI will be equal to the placement fee paid to the placement agents. J.P. Morgan
Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the securities and, from the underwriting fee to CGMI, will
receive a placement fee of $10.00 for each security they sell in this offering to accounts other than fiduciary accounts. CGMI and the
placement agents will forgo an underwriting fee and placement fee for sales to fiduciary accounts. In addition to the underwriting
fee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines.
See “Use of Proceeds and Hedging” in the accompanying prospectus. For the avoidance of doubt, the fees and commissions described
on the cover of this pricing supplement will not be rebated or subject to amortization if the securities
are automatically redeemed.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus
for additional information.
Valuation of the Securities
CGMI calculated the estimated value of the securities set forth on the
cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated
value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on
the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying
the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond component
using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary
derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on various
inputs, including the factors described under “Summary Risk Factors—The value of the securities prior to maturity will fluctuate
based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness.
These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.
The estimated value of the securities is a function of the terms of
the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement, it is
uncertain what the estimated value of the securities will be on the pricing date because 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 five 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 five-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.”
© 2022 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
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