Market-Linked Notes Based on an Equally Weighted Basket
of Three Underliers Due May 17, 2029
| KEY TERMS |
|
| Issuer: |
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
| Guarantee: |
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc. |
| Basket: |
Basket Component |
Weighting |
Initial Component Value* |
| |
S&P 500® Index (ticker symbol: “SPX”) |
1/3 |
3,930.08 |
| |
EURO STOXX 50® Index (ticker symbol: “SX5E”) |
1/3 |
3,613.43 |
| |
Nikkei 225® Index (ticker symbol: “NKY”) |
1/3 |
25,748.72 |
| |
* The initial component value for each basket component is the closing level of that basket component on the pricing date |
| Aggregate stated principal amount: |
$1,000,000 |
| Stated principal amount: |
$1,000 per note |
| Pricing date: |
May 12, 2022 |
| Issue date: |
May 17, 2022 |
| Valuation date: |
May 14, 2029, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur with respect to a basket component |
| Maturity date: |
May 17, 2029 |
| Payment at maturity: |
For each $1,000 stated principal amount note you
hold at maturity, you will receive an amount in cash determined as follows:
• If the final basket level is greater
than the initial basket level:
$1,000 + ($1,000 × basket return ×
the upside participation rate)
• If the final basket level is less than
or equal to the initial basket level:
$1,000 + ($1,000 × basket return),
subject to the minimum payment at maturity
If the final basket level depreciates from the initial
basket level, you will be exposed to the first 10% of that depreciation and your payment at maturity will be less than the stated principal
amount per note. You should not invest in the notes unless you are willing and able to bear the risk of losing up to $100 per note.
|
| Basket return: |
(final basket level – initial basket level) / initial basket level |
| Initial basket level: |
100 |
| Final basket level: |
100 × [1 + (component return of SPX × 1/3) + (component return of SX5E × 1/3) + (component return of NKY × 1/3)] |
| Upside participation rate: |
147.00% |
| Minimum payment at maturity: |
$900 per note (90% of the stated principal amount) |
| Component return: |
For each basket component: (final component value – initial component value) / initial component value |
| Final component value: |
For each basket component, the closing level of that basket component on the valuation date. |
| Listing: |
The notes will not be listed on any securities exchange |
| CUSIP / ISIN: |
17330FYN5 / US17330FYN58 |
| Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal |
| Underwriting fee and issue price: |
Issue price(1) |
Underwriting fee(2) |
Proceeds to issuer(3) |
| Per note: |
$1,000.00 |
$17.50 |
$982.50 |
| Total: |
$1,000,000.00 |
$17,500.00 |
$982,500.00 |
(1) On the date of this pricing supplement, the estimated value of the
notes is $928.40 per note, which is less than the issue price. The estimated value of the notes 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 notes from you at any time after issuance. See “Valuation
of the Notes” in this pricing supplement.
(2) CGMI will receive an underwriting fee of up to $17.50 for each note
sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwriting
fee. For more information on the distribution of the notes, see “Supplemental Plan of Distribution” in this pricing supplement.
In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value
of the notes declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
(3) The per note proceeds to issuer indicated above represent the minimum
per note proceeds to issuer for any note, assuming the maximum per note underwriting fee. As noted above, the underwriting fee is variable.
Investing in the notes involves risks not associated with an investment
in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of the notes or determined that this pricing
supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete.
Any representation to the contrary is a criminal offense.
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.
Prospectus
Supplement and Prospectus each dated May 11, 2021
The notes are not bank deposits and are not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed
by, a bank.
| Citigroup Global Markets Holdings Inc. |
| |
Additional Information
General. The terms of the notes are set forth in the accompanying
product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement,
prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain
events may occur that could affect your payment at maturity. These events, including market disruption events and other events affecting
the basket components, 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.” The accompanying underlying supplement contains important disclosures regarding the basket components 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 in connection with your investment in the notes. Certain terms
used but not defined in this pricing supplement are defined in the accompanying product supplement.
Postponement of the valuation date. If the valuation date is
postponed for a reason that affects less than all of the basket components, the final basket level will be calculated based on (i) for
each unaffected basket component, its closing level on the originally scheduled valuation date and (ii) for each affected basket component,
its closing level on the valuation date as postponed (or, if earlier, the first scheduled trading day for that basket component following
the originally scheduled valuation date on which a market disruption event did not occur with respect to that basket component). See “Description
of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date” in the accompanying product
supplement.
| Citigroup Global Markets Holdings Inc. |
| |
Hypothetical Examples
The diagram below illustrates your payment at maturity for a range of
hypothetical basket returns.
Investors in the notes will not receive any dividends that may be
paid on the stocks that constitute the basket components. The examples below do not show any effect of lost dividend or distribution yield
over the term of the notes. See “Summary Risk Factors—Investing in the notes is not equivalent to investing in the basket
components or the stocks that constitute the basket components” below.
Market-Linked Notes
Payment at Maturity Diagram |
 |
Your actual payment at maturity per note will depend on the actual final
basket level. The examples below are intended to illustrate how your payment at maturity will depend on whether the final basket level
is greater than or less than the initial basket level and by how much.
The examples below are based on the following hypothetical values and
do not reflect the actual initial component values of the basket components. For the actual initial component value for each basket component,
see the cover page of this pricing supplement. We have used these hypothetical values, rather than the actual values, to simplify the
calculations and aid understanding of how the notes work. However, you should understand that the actual payment at maturity on the notes
will be calculated based on the actual initial component value of each basket component, and not the hypothetical values indicated below.
For ease of analysis, figures below have been rounded.
| Citigroup Global Markets Holdings Inc. |
| |
Example 1—Upside Scenario. The hypothetical final basket
level is 105.00, resulting in a 5.00% basket return. In this example, the final basket level is greater than the initial basket
level.
| Basket Component |
Hypothetical Initial Component Value |
Hypothetical Final Component Value |
Hypothetical Component Return |
| S&P 500® Index |
100.00 |
110.00 |
10.00% |
| EURO STOXX 50® Index |
100.00 |
100.00 |
0.00% |
| Nikkei 225® Index |
100.00 |
105.00 |
5.00% |
| Hypothetical Final Basket Level: |
100 × [1 + (10.00% × 1/3) + (0.00% × 1/3) + (5.00% × 1/3)] = 105.00 |
Payment at maturity per note = $1,000 + ($1,000 × basket return
× the upside participation rate)
= $1,000 + ($1,000 × 5.00% × 147.00%)
= $1,000 + $73.50
= $1,073.50
In this scenario, because the basket has appreciated from the initial
basket level to the hypothetical final basket level and the basket return is 5.00%, your total return at maturity would be $1,073.50.
Example 2—Downside Scenario A. The hypothetical final basket
level is 96.00, resulting in a -4.00% basket return. In this example, the final basket level is less than the initial basket level.
| Basket Component |
Hypothetical Initial Component Value |
Hypothetical Final Component Value |
Hypothetical Component Return |
| S&P 500® Index |
100.00 |
98.00 |
-2.00% |
| EURO STOXX 50® Index |
100.00 |
94.00 |
-6.00% |
| Nikkei 225® Index |
100.00 |
96.00 |
-4.00% |
| Hypothetical Final Basket Level: |
100 × [1 + (-2.00% × 1/3) + (-6.00% × 1/3) + (-4.00% × 1/3)] = 96.00 |
Payment at maturity per note = $1,000 + ($1,000 × basket return),
subject to the minimum payment at maturity of $900 per note
= $1,000 + ($1,000 × -4.00%), subject to the minimum payment at
maturity of $900 per note
= $1,000 + -$40, subject to the minimum payment at maturity of $900
per note
= $960
In this scenario, because the basket depreciated from the initial basket
level to the hypothetical final basket level, but not by more than 10%, your payment at maturity would reflect 1-to-1 exposure to the
negative performance of the basket and you would incur a loss at maturity of 4.00%.
Example 3—Downside Scenario B. The hypothetical final basket
level is 80.00, resulting in a -20.00% basket return. In this example, the final basket level is less than the initial basket level.
| Basket Component |
Hypothetical Initial Component Value |
Hypothetical Final Component Value |
Hypothetical Component Return |
| S&P 500® Index |
100.00 |
40.00 |
-60.00% |
| EURO STOXX 50® Index |
100.00 |
120.00 |
20.00% |
| Nikkei 225® Index |
100.00 |
140.00 |
-20.00% |
| Hypothetical Final Basket Level: |
100 × [1 + (-60.00% × 1/3) + (20.00% × 1/3) + (-20.00% × 1/3)] = 80.00 |
Payment at maturity per note = $1,000 + ($1,000 × basket return),
subject to the minimum payment at maturity of $900 per note
= $1,000 + ($1,000 × -20.00%), subject to the minimum payment
at maturity of $900 per note
= $1,000 + -$200, subject to the minimum payment at maturity of $900
per note
= $800, subject to the minimum payment at maturity of $900 per note
= $900
In this scenario, because the basket depreciated from the initial basket
level to the hypothetical final basket level by more than 10.00%, you would incur a loss at maturity equal to the maximum loss of 10.00%.
In this scenario, even though the EURO STOXX 50® Index appreciated, that appreciation is more than offset by the depreciation
of the S&P 500® Index and the Nikkei 225® Index.
| Citigroup Global Markets Holdings Inc. |
| |
Summary Risk Factors
An investment in the notes is significantly riskier than an investment
in conventional debt securities. The notes are subject to all of the risks associated with an investment in our conventional debt securities
(guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the notes, and are
also subject to risks associated with the basket components. Accordingly, the notes are suitable only for investors who are capable of
understanding the complexities and risks of the notes. You should consult your own financial, tax and legal advisors as to the risks of
an investment in the notes and the suitability of the notes in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the notes. You should read this summary together with the more detailed description of risks relating to an investment in the notes
contained in the section “Risk Factors Relating to the Notes” 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 not receive any return on your investment in the notes and may only receive the minimum payment at maturity. You will
receive a positive return on your investment in the notes only if the basket appreciates from the initial basket level to the final basket
level. If the final basket level is less than the initial basket level, you will lose 1% of the stated principal amount of the notes for
every 1% by which the final basket level is less than the initial basket level, subject to a maximum loss of 10% of your investment. As
the notes do not pay any interest, even if the basket appreciates from the initial basket level to the final basket level, there is no
assurance that your total return at maturity on the notes will be as great as could have been achieved on conventional debt securities
of ours of comparable maturity. |
| ▪ | The notes do not pay interest. Unlike conventional debt securities, the notes do not pay interest or any other amounts prior
to maturity. You should not invest in the notes if you seek current income during the term of the notes. |
| ▪ | Although the notes limit your loss to the minimum payment at maturity, you may nevertheless suffer additional losses on your investment
in real value terms if the basket declines or does not appreciate sufficiently from the initial basket level to the final basket level.
This is because inflation may cause the real value of the stated principal amount to be less at maturity than it is at the time you invest,
and because an investment in the notes represents a forgone opportunity to invest in an alternative asset that does generate a positive
real return. This potential loss in real value terms is significant given the 5.5-year term of the notes. You should carefully consider
whether an investment that may not provide for any return on your investment, or may provide a return that is lower than the return on
alternative investments, is appropriate for you. |
| ▪ | Investing in the notes is not equivalent to investing in the basket components or the stocks that constitute the basket components.
You will not have voting rights, rights to receive any dividends or other distributions or any other rights with respect to the basket
components or the securities included in the basket components. The payment scenarios described in this pricing supplement do not show
any effect of lost dividend yield over the term of the notes. In addition, in no event will the return on the notes exceed the maximum
return at maturity. |
| ▪ | Your payment at maturity depends on the closing levels of the basket components on a single day. Because your payment at maturity
depends on the closing levels of the basket components solely on the valuation date, you are subject to the risk that the closing levels
on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the notes. If you had invested
directly in the stocks that constitute the basket components or in another instrument linked to the basket components that you could sell
for full value at a time selected by you, or if the payment at maturity were based on an average of the closing levels of the basket components
throughout the term of the notes, you might have achieved better returns. |
| ▪ | The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on our
obligations under the notes and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the
notes. |
| ▪ | The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The notes will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. CGMI currently intends
to make a secondary market in relation to the notes and to provide an indicative bid price for the notes on a daily basis. Any indicative
bid price for the notes provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions
and other relevant factors, and will not be a representation by CGMI that the notes can be sold at that price, or at all. CGMI may suspend
or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates
making a market, there may be no secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that
is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity. |
| ▪ | The estimated value of the notes on the pricing date, based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging
the notes that are included in the issue price. These costs include (i) the selling concessions paid in connection with the offering of
the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the notes 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 notes. These costs adversely affect the economic terms of the notes because, if they were lower, the economic terms of the notes would
be more favorable to you. The economic terms of the notes are also likely to be adversely |
| Citigroup Global Markets Holdings Inc. |
| |
affected by the use of our internal
funding rate, rather than our secondary market rate, to price the notes. See “The estimated value of the notes would be lower if
it were calculated based on our secondary market rate” below.
| ▪ | The estimated value of the notes was determined for us by our affiliate using proprietary pricing models. CGMI derived the
estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made
discretionary judgments about the inputs to its models, such as the volatility of, and correlation among, the basket components, dividend
yields on the basket components or the securities included in the basket components and interest rates. CGMI’s views on these inputs
may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both
the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the notes. Moreover,
the estimated value of the notes set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates
may determine for the notes for other purposes, including for accounting purposes. You should not invest in the notes because of the estimated
value of the notes. Instead, you should be willing to hold the notes to maturity irrespective of the initial estimated value. |
| ▪ | The estimated value of the notes would be lower if it were calculated based on our secondary market rate. The estimated value
of the notes included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing
to borrow funds through the issuance of the notes. Our internal funding rate is generally lower than our secondary market rate, which
is the rate that CGMI will use in determining the value of the notes for purposes of any purchases of the notes from you in the secondary
market. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding
rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the notes, which
are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal
funding rate is not an interest rate that we will pay to investors in the notes, which do not bear interest. |
Because there is not an active market for
traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of
traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the
notes, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined
measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted
for discretionary factors such as CGMI’s preferences with respect to purchasing the notes prior to maturity.
| ▪ | The estimated value of the notes is not an indication of the price, if any, at which CGMI or any other person may be willing to
buy the notes from you in the secondary market. Any such secondary market price will fluctuate over the term of the notes based on
the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement,
any value of the notes determined for purposes of a secondary market transaction will be based on our secondary market rate, which will
likely result in a lower value for the notes than if our internal funding rate were used. In addition, any secondary market price for
the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the notes to be purchased
in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any
secondary market price for the notes will be less than the issue price. |
| ▪ | The value of the notes prior to maturity will fluctuate based on many unpredictable factors. The value of your notes prior
to maturity will fluctuate based on the levels of the basket components and a number of other factors, including the price and volatility
of the stocks that constitute the basket components, the correlation among the basket components, the dividend yields on the basket components
or the securities included in the basket components, the volatility of the exchange rate between the U.S. dollar and the euro, the correlation
between that exchange rate and the level of the EURO STOXX 50® Index, the volatility of the exchange rate between the U.S.
dollar and the Japanese yen, the correlation between that exchange rate and the level of the Nikkei 225® Index, interest
rates generally, the time remaining to maturity and our and/or Citigroup Inc.’s creditworthiness, as reflected in our secondary
market rate, among other factors described under “Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The
value of your securities prior to maturity will fluctuate based on many unpredictable factors” in the accompanying product supplement.
Changes in the levels of the basket components may not result in a comparable change in the value of your notes. You should understand
that the value of your notes at any time prior to maturity may be significantly less than the issue price. |
| ▪ | Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage
account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward
adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Notes” in this pricing
supplement. |
| ▪ | The basket components may offset each other. The performance of one basket component may not correlate with the performance
of the other basket component. If one of the basket components appreciates, the other basket component may not appreciate as much or may
even depreciate. In such event, the appreciation of one of the basket components may be moderated, wholly offset or more than offset by
lesser appreciation or by depreciation in the value of the other basket component. |
| ▪ | The basket components may be highly correlated in decline. The performances of the basket components may become highly correlated
during periods of declining prices. This may occur because of events that have broad effects on markets generally or on the markets that
the basket components track. If the basket components become correlated in decline, the depreciation of one basket component will not
be offset by the performance of the other basket component and, in fact, each basket component may contribute to an overall decline from
the initial basket level to the final basket level. |
| Citigroup Global Markets Holdings Inc. |
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| ▪ | The EURO STOXX 50® Index and the Nikkei 225® Index are subject to risks associated with non-U.S.
markets. Investments in securities linked to the value of non-U.S. markets involve risks associated with the securities markets in
those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in
companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions
than about U.S. companies that are subject to the reporting requirements of the SEC. Further, non-U.S. companies are generally subject
to accounting, auditing and financial reporting standards and requirements and securities trading rules that are different from those
applicable to U.S. reporting companies. The prices of securities in foreign markets may be affected by political, economic, financial
and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange
laws. Moreover, the economies in such countries may differ favorably or unfavorably from the economy of the United States in such respects
as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. |
| ▪ | The performance of the EURO STOXX 50® Index will not be adjusted for changes in the currency exchange rate between
the euro and the U.S. dollar. The EURO STOXX 50® Index is composed of stocks traded in euro, the value of which may
be subject to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the EURO STOXX 50®
Index will not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of the notes,
the performance of the EURO STOXX 50® Index as measured for purposes of the notes will be less than it would have been
if it offered exposure to that appreciation in addition to the change in the euro price of its constituent stocks. |
| ▪ | The performance of the Nikkei 225® Index will not be adjusted for changes in the exchange rate between the Japanese
yen and the U.S. dollar. The Nikkei 225® Index is composed of stocks traded in Japanese yen, the value of which may
be subject to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the Nikkei 225® Index
and the value of your notes will not be adjusted for exchange rate fluctuations. If the Japanese yen appreciates relative to the U.S.
dollar over the term of the notes, the performance of the Nikkei 225® Index as measured for purposes of the notes will
be less than it would have been if it offered exposure to that appreciation in addition to the change in the Japanese yen prices of its
constituent stocks. |
| ▪ | Changes made by the sponsor of a basket component may affect the basket component. We are not affiliated with the sponsors
of the S&P 500® Index or the EURO STOXX 50® Index or the Nikkei 225® Index. Changes that
affect the basket components may affect the value of your notes. The sponsor of an index may add, delete or substitute the securities
that constitute the index or make other methodological changes that could affect the level of the index. We are not affiliated with any
such index sponsor and, accordingly, we have no control over any changes any such index sponsor may make. Such changes could be made at
any time and could adversely affect the performance of the basket components and the value of and your payment at maturity on the notes. |
| ▪ | Our offering of the notes does not constitute a recommendation of the basket or the basket components. The fact that we are
offering the notes does not mean that we believe that investing in an instrument linked to the basket or any of the basket components
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 securities included in the basket components or in instruments related to the basket components or such securities,
and may publish research or express opinions, that in each case are inconsistent with an investment linked to the basket components. These
and other activities of our affiliates may affect the levels of the basket components in a way that has a negative impact on your interests
as a holder of the notes. |
| ▪ | The level of a basket component may be adversely affected by our or our affiliates’ hedging and other trading activities.
We have hedged our obligations under the notes through CGMI or other of our affiliates, who have taken positions directly in the basket
components or the securities included in the basket components and other financial instruments related to the basket components or such
securities and may adjust such positions during the term of the notes. Our affiliates also trade the basket components or the securities
included in the basket components and other financial instruments related to the basket components or such securities 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 levels of the basket components in a way that negatively affects the value of
the notes. They could also result in substantial returns for us or our affiliates while the value of the notes declines. |
| ▪ | We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.
Our affiliates may currently or from time to time engage in business with the issuers of the securities included in the basket components,
including extending loans to, making equity investments in or providing advisory services to such issuers. In the course of this business,
we or our affiliates may acquire non-public information about such issuers, which we will not disclose to you. Moreover, if any of our
affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are available to them
without regard to your interests. |
| ▪ | The calculation agent, which is an affiliate of ours, will make important determinations with respect to the notes. If certain
events occur, such as market disruption events or the discontinuance of a basket component, CGMI, as calculation agent, will be required
to make discretionary judgments that could significantly affect your payment at maturity. In making these judgments, the calculation agent’s
interests as an affiliate of ours could be adverse to your interests as a holder of the notes. |
| Citigroup Global Markets Holdings Inc. |
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Hypothetical Historical
Information About the Basket
Because the basket exists solely for purposes of the notes, historical
information on the performance of the basket does not exist for dates prior to the pricing date. The graph below sets forth the hypothetical
historical daily closing levels of the basket for the period from January 3, 2012 to May 12, 2022, assuming that the basket was created
on January 3, 2012 with the same basket components and corresponding weights and with a level of 100 on that date. The hypothetical performance
of the basket is based on the actual closing levels of the basket components on the applicable dates. We obtained these closing levels
from Bloomberg L.P., without independent verification. Any historical trend in the level of the basket during the period shown below is
not an indication of the performance of the basket during the term of the notes.
Hypothetical Historical Basket Performance
January 3, 2012 to May 12, 2022 |
 |
| Citigroup Global Markets Holdings Inc. |
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Information About
the Basket Components
S&P 500® Index
The S&P 500® Index consists of common stocks of 500
issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. It is calculated
and maintained by S&P Dow Jones Indices LLC.
Please refer to the section “Equity Index Descriptions—The
S&P U.S. Indices—The S&P 500® Index” in the accompanying underlying supplement for additional information.
We have derived all information regarding the S&P 500®
Index from publicly available information and have not independently verified any information regarding the S&P 500®
Index. This pricing supplement relates only to the notes and not to the S&P 500® Index. We make no representation as
to the performance of the S&P 500® Index over the term of the notes.
The notes represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the S&P 500® Index is not involved in any way in this offering
and has no obligation relating to the notes or to holders of the notes.
Historical Information
The closing level of the S&P 500® Index on May 12,
2022 was 3,930.08.
The graph below shows the closing level of the S&P 500®
Index for each day such level was available from January 3, 2012 to May 12, 2022. We obtained the closing levels from Bloomberg L.P.,
without independent verification. You should not take the historical levels of the S&P 500® Index as an indication
of future performance.
S&P 500® Index – Historical Closing Levels
January 3, 2012 to May 12, 2022 |
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| Citigroup Global Markets Holdings Inc. |
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EURO STOXX 50® Index
The EURO STOXX 50® Index is composed of 50 component
stocks of market sector leaders from within the EURO STOXX® Supersector indices, which represent the Eurozone portion of
the STOXX Europe 600® Supersector indices. The STOXX Europe 600® Supersector indices contain the 600 largest
stocks traded on the major exchanges of certain European countries. The EURO STOXX 50® Index is calculated and maintained by STOXX
Limited.
Please refer to the section “Equity Index Descriptions—The
STOXX Benchmark Indices—The EURO STOXX 50® Index” in the accompanying underlying supplement for additional
information.
We have derived all information regarding the EURO STOXX 50®
Index from publicly available information and have not independently verified any information regarding the EURO STOXX 50®
Index. This pricing supplement relates only to the notes and not to the EURO STOXX 50® Index. We make no representation
as to the performance of the EURO STOXX 50® Index over the term of the notes.
The notes represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the EURO STOXX 50® Index is not involved in any way in this offering
and has no obligation relating to the notes or to holders of the notes.
Historical Information
The closing level of the EURO STOXX 50® Index on May
12, 2022 was 3,613.43.
The graph below shows the closing level of the EURO STOXX 50®
Index for each day such level was available from January 3, 2012 to May 12, 2022. We obtained the closing levels from Bloomberg
L.P., without independent verification. You should not take the historical levels of the EURO STOXX 50® Index as an
indication of future performance.
EURO STOXX 50® Index – Historical Closing Levels
January 3, 2012 to May 12, 2022 |
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| Citigroup Global Markets Holdings Inc. |
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Nikkei 225® Index
The Nikkei 225® Index is a stock index that measures
the composite price performance of selected Japanese stocks. The Nikkei 225® Index is currently based on 225 underlying
stocks trading on the Tokyo Stock Exchange representing a broad cross-section of Japanese industries. Non-ordinary shares, such as shares
of ETFs, REITs, preferred stock or other preferred securities or tracking stocks, are excluded from the Nikkei 225® Index.
It is calculated and maintained by Nikkei Inc.
Please refer to the section “Equity Index Descriptions—
The Nikkei 225 Index” in the accompanying underlying supplement for additional information.
We have derived all information regarding the Nikkei 225®
Index from publicly available information and have not independently verified any information regarding the Nikkei 225®
Index. This pricing supplement relates only to the notes and not to the Nikkei 225® Index. We make no representation as
to the performance of the Nikkei 225® Index over the term of the notes.
The notes represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Nikkei 225® Index is not involved in any way in this offering
and has no obligation relating to the notes or to holders of the notes.
Historical Information
The closing level of the Nikkei 225® Index on May 12,
2022 was 25,748.72.
The graph below shows the closing level of the Nikkei 225®
Index for each day such value was available from January 3, 2012 to May 12, 2022. We obtained the closing levels from Bloomberg L.P.,
without independent verification. You should not take the historical levels of the Nikkei 225® Index as an indication
of future performance.
NIKKEI 225® Index – Historical Closing Levels
January 3, 2012 to May 12, 2022 |
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| Citigroup Global Markets Holdings Inc. |
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United States Federal
Tax Considerations
Prospective investors should note that the section
entitled “United States Federal Tax Considerations” in the accompanying product supplement does not apply to the notes issued
under this pricing supplement and is superseded by the following discussion.
In the opinion of our counsel, Davis Polk &
Wardwell LLP, the notes should be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as
described in the section of the accompanying prospectus supplement called “United States Federal Tax Considerations—Tax Consequences
to U.S. Holders—Notes Treated as Contingent Payment Debt Instruments,” and the remaining discussion is based on this treatment.
If you are a U.S. Holder (as defined in the accompanying
prospectus supplement), you will be required to recognize interest income during the term of the notes at the “comparable yield,”
which generally is the yield at which we could issue a fixed-rate debt instrument with terms similar to those of the notes, including
the level of subordination, term, timing of payments and general market conditions, but excluding any adjustments for the riskiness of
the contingencies or the liquidity of the notes. We are required to construct a “projected payment schedule” in respect of
the notes representing a payment the amount and timing of which would produce a yield to maturity on the notes equal to the comparable
yield. Assuming you hold the notes until their maturity, the amount of interest you include in income based on the comparable yield in
the taxable year in which the notes mature will be adjusted upward or downward to reflect the difference, if any, between the actual and
projected payment on the notes at maturity as determined under the projected payment schedule.
Upon the sale, exchange or retirement of the notes
prior to maturity, you generally will recognize gain or loss equal to the difference between the proceeds received and your adjusted tax
basis in the notes. Your adjusted tax basis will equal your purchase price for the notes, increased by interest previously included in
income on the notes. Any gain generally will be treated as ordinary income, and any loss generally will be treated as ordinary loss to
the extent of prior interest inclusions on the note and as capital loss thereafter.
We have determined that the comparable yield for
a note is a rate of 4.617%, compounded semi-annually, and that the projected payment schedule with respect to a note consists of a single
payment of $1,376.592 at maturity.
Neither the comparable yield nor the projected
payment schedule constitutes a representation by us regarding the actual amount that we will pay on the notes.
Non-U.S. Holders. Subject to the discussions
below regarding Section 871(m) and in “United States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders”
and “—FATCA” in the accompanying prospectus supplement, if you are a Non-U.S. Holder (as defined in the accompanying
prospectus supplement) of the notes, under current law you generally will not be subject to U.S. federal withholding or income tax in
respect of any payment on or any amount received on the sale, exchange or retirement of the notes, provided that (i) income in respect
of the notes is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the
applicable certification requirements. See “United States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders”
in the accompanying prospectus supplement for a more detailed discussion of the rules applicable to Non-U.S. Holders of the notes.
As discussed under “United States Federal
Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying prospectus supplement, Section 871(m) of the
Internal Revenue Code of 1986, as amended, 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 (“Underlying Securities”) or indices that include Underlying Securities. Section 871(m) generally applies
to instruments that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests
set forth in the applicable Treasury regulations. However, the regulations, as modified by an Internal Revenue Service (“IRS”)
notice, exempt financial instruments issued prior to January 1, 2023 that do not have a “delta” of one. Based on the terms
of the notes and representations provided by us, our counsel is of the opinion that the notes should not be treated as transactions that
have a “delta” of one within the meaning of the regulations with respect to any Underlying Security and, therefore, should
not be subject to withholding tax under Section 871(m).
A determination that the notes are not subject
to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its
application may depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding
the potential application of Section 871(m) to the notes.
If withholding tax applies to the notes, we will
not be required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United
States Federal Tax Considerations” in the accompanying prospectus supplement. The preceding discussion, when read in combination
with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the notes.
| Citigroup Global Markets Holdings Inc. |
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You should also consult your tax adviser regarding
all aspects of the U.S. federal tax consequences of an investment in the notes and any tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to $17.50 for each note sold in
this offering. The actual underwriting fee will be equal to the selling concession provided to selected dealers, as described in this
paragraph. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a variable selling concession of up to
$17.50 for each note they sell.
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 Notes
CGMI calculated the estimated value of the notes set forth on the cover
page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated value
for the notes by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the notes,
which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying the economic
terms of the notes (the “derivative component”). CGMI calculated the estimated value of the bond component using a discount
rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing
model, which generated a theoretical price for the instruments that constitute the derivative component based on various inputs, including
the factors described under “Summary Risk Factors—The value of the notes prior to maturity will fluctuate based on many unpredictable
factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable
or may be based on assumptions made by CGMI in its discretionary judgment.
For a period of approximately four months following issuance of the
notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the
notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial
information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary
upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes.
The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the four-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See “Summary Risk Factors—The notes will
not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
Validity of the Notes
In the opinion of Davis Polk & Wardwell LLP, as special products
counsel to Citigroup Global Markets Holdings Inc., when the notes offered by this pricing supplement have been executed and issued by
Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment therefor,
such notes and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc.
and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses
no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York, except that
such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the notes.
In giving this opinion, Davis Polk & Wardwell LLP has assumed the
legal conclusions expressed in the opinions set forth below of Alexia Breuvart, Secretary and General Counsel of Citigroup Global Markets
Holdings Inc., and Barbara Politi, Associate General Counsel—Capital Markets of Citigroup Inc. In addition, this opinion is subject
to the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated May 11, 2021, which has been filed as an exhibit to
a Current Report on Form 8-K filed by Citigroup Inc. on May 11, 2021, that the indenture has been duly authorized, executed and delivered
by, and is a valid, binding and enforceable agreement of, the trustee and that none of the terms of the notes nor the issuance and delivery
of the notes and the related guarantee, nor the compliance by Citigroup Global Markets Holdings Inc. and Citigroup Inc. with the terms
of the notes and the related guarantee respectively, will result in a violation of any provision of any instrument or agreement then binding
upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction imposed by any court or governmental
body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable.
In the opinion of Alexia Breuvart, Secretary and General Counsel of
Citigroup Global Markets Holdings Inc., (i) the terms of the notes offered by this pricing supplement have been duly established under
the indenture and the Board of Directors (or a duly authorized committee thereof) of Citigroup Global Markets Holdings Inc. has duly authorized
the issuance and sale of such notes and such authorization has not been modified or rescinded; (ii) Citigroup Global Markets Holdings
Inc. is validly existing and in good standing under the laws of the State of New York; (iii) the indenture has been duly authorized, executed
and delivered by Citigroup Global Markets Holdings Inc.; and (iv) the execution and delivery of such indenture and of the notes offered
by this pricing supplement by Citigroup Global Markets Holdings Inc., and the performance by Citigroup Global Markets Holdings Inc. of
its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other
constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New
York.
| Citigroup Global Markets Holdings Inc. |
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Alexia Breuvart, or other internal attorneys with whom she has consulted,
has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such corporate records
of Citigroup Global Markets Holdings Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed
above. In such examination, she or such persons has assumed the legal capacity of all natural persons, the genuineness of all signatures
(other than those of officers of Citigroup Global Markets Holdings Inc.), the authenticity of all documents submitted to her or such persons
as originals, the conformity to original documents of all documents submitted to her or such persons as certified or photostatic copies
and the authenticity of the originals of such copies.
In the opinion of Barbara Politi, Associate General Counsel—Capital
Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof) of Citigroup Inc. has duly authorized the
guarantee of such notes by Citigroup Inc. and such authorization has not been modified or rescinded; (ii) Citigroup Inc. is validly existing
and in good standing under the laws of the State of Delaware; (iii) the indenture has been duly authorized, executed and delivered by
Citigroup Inc.; and (iv) the execution and delivery of such indenture, and the performance by Citigroup Inc. of its obligations thereunder,
are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This
opinion is given as of the date of this pricing supplement and is limited to the General Corporation Law of the State of Delaware.
Barbara Politi, or other internal attorneys with whom she has consulted,
has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such corporate records
of Citigroup Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed above. In such examination,
she or such persons has assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers
of Citigroup Inc.), the authenticity of all documents submitted to her or such persons as originals, the conformity to original documents
of all documents submitted to her or such persons as certified or photostatic copies and the authenticity of the originals of such copies.
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
© 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 the
world.
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