Fixed to Floating Rate Notes Linked to the 2-Year U.S.
Dollar SOFR ICE Swap Rate Due September 30, 2023
(1) Citigroup Global Markets Holdings Inc. currently expects that the
estimated value of the notes on the pricing date will be between $990 and $998 per note, which may be 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, 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 $1.25 per 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.
You should refer to “Risk Factors” and “General Information—Fees and selling concessions” in this pricing
supplement for more information. 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 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.
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.
Risk Factors
The following is a non-exhaustive list of certain key risk factors
for investors in the notes. You should read the risk factors below together with 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. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.
| · | After the first four months, the notes will pay interest at a floating rate that may be as low as 0% on one or more interest payment
dates. The rate at which the notes will bear interest during each monthly interest period after the first four months will depend
on SOFR CMS2 on the interest determination date for that interest period plus the floating rate spread. As a result, the interest
payable on the notes will vary with fluctuations in SOFR CMS2, subject to the minimum interest rate of 0% per annum. It is impossible
to predict whether SOFR CMS2 will rise or fall or the amount of interest payable on the notes. After the first four months, you may receive
no interest for extended periods of time or even throughout the remaining term of the notes. |
| · | The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup
Inc., and any actual or perceived changes to the creditworthiness of either entity may adversely affect the value of the notes. You
are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc.
defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee obligations, your investment would be at risk
and you could lose some or all of your investment. As a result, the value of the notes will be affected by changes in the market’s
view of the creditworthiness of Citigroup Global Markets Holdings Inc. or Citigroup Inc. Any decline, or anticipated decline in the credit
ratings of either entity, or any increase or anticipated increase in the credit spreads of either entity, is likely to adversely affect
the value of 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, may be less than the issue price. The difference, if any, is attributable to certain costs associated with selling, structuring
and hedging the notes that are included in the issue price. These costs include (i) any selling concessions or other fees paid in connection
with the offering of the 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 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 SOFR CMS2 and interest rates. CGMI’s views on
these inputs and assumptions 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 the same as the rate at which interest is payable on the notes. |
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
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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 level and volatility of SOFR CMS2, interest and yield rates in the market generally, the time
remaining to maturity of the notes and our and Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate. Changes
in the level of SOFR CMS2 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. |
| · | Our offering of the notes does not constitute a recommendation to invest in an instrument linked to SOFR CMS2. You should not
take our offering of the notes as an expression of our views about how SOFR CMS2 will perform in the future or as a recommendation to
invest in any instrument linked to SOFR CMS2, including the notes. As we are part of a global financial institution, our affiliates may,
and often do, have positions (including short positions), and may publish research or express opinions, that in each case conflict with
an investment in the notes. You should undertake an independent determination of whether an investment in the notes is suitable for you
in light of your specific investment objectives, risk tolerance and financial resources. |
| · | Secondary market sales of the notes may result in a loss of principal. You will be entitled to receive at least the full stated
principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., only if you hold
the notes to maturity. If you are able to sell your notes in the secondary market prior to maturity, you are likely to receive less than
the stated principal amount of the notes. |
| § | SOFR CMS2 will be affected by a number of factors and may be highly volatile. SOFR CMS2 is influenced by many factors, including: |
| · | the monetary policies of the Federal Reserve Board; |
| · | current market expectations about future interest rates; |
| · | current market expectations about inflation; |
| · | the volatility of the foreign exchange markets; |
| · | the availability of relevant hedging instruments; |
| · | supply and demand for overnight U.S. Treasury repurchase agreements; and |
| · | general credit and economic conditions in global markets, and particularly in the United States. |
As a result of these factors, SOFR CMS2
may be highly volatile. Because SOFR CMS2 is a market rate and is influenced by many factors, it is impossible to predict the future value
of SOFR CMS2.
| § | USD SOFR ICE swap rates and SOFR have limited histories and future performance cannot be predicted based on historical performance.
The publication of USD SOFR ICE swap rates began in November 2021, and, therefore, have a limited history. ICE Benchmark Administration
Limited (“IBA”) launched USD SOFR ICE swap rates for use as a reference rate for financial instruments in order to aid the
market’s transition to SOFR and away from LIBOR. However, the composition and characteristics of SOFR differ from those of LIBOR
in material respects, and the historical performance of LIBOR and the USD LIBOR-based swap rates will have no bearing on the performance
of SOFR or USD SOFR ICE swap rates. In addition, the publication of SOFR began in April 2018, and, therefore, it has a limited history.
The future performance of USD SOFR ICE swap rates and SOFR cannot be predicted based on the limited historical performance. The level
of SOFR CMS2 and SOFR during the term of the notes may bear little or no relation to the historical actual or historical indicative data.
Prior observed patterns, if any, in the behavior of market variables and their relation to USD SOFR ICE swap rates and SOFR, such as correlations,
may change in the future. While some pre-publication historical data for SOFR has been released by the Federal Reserve Bank of New York
(the “NY Federal Reserve”), production of such historical indicative SOFR data inherently involves assumptions, estimates
and approximations. No future performance of USD SOFR ICE swap rates or SOFR may be inferred from any of the historical actual or historical
indicative SOFR data. Hypothetical or historical performance data are not indicative of, and have no bearing on, the |
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potential performance of USD SOFR ICE swap
rates or SOFR. Changes in the levels of SOFR will affect SOFR CMS2 and, therefore, the return on the notes and the value of the notes,
but it is impossible to predict whether such levels will rise or fall.
| § | A lack of input data may impact IBA’s ability to calculate and publish USD SOFR ICE swap rates. The input data for USD
SOFR ICE swap rates is based on swaps referencing SOFR as the floating leg. USD SOFR ICE swap rates are dependent on receiving sufficient
eligible input data, from the trading venue sources identified by IBA in accordance with the “Waterfall” methodology for each
USD SOFR ICE swap rate. The ability of the applicable trading venues to provide sufficient eligible input data in accordance with the
Waterfall methodology depends on, among other things, there being a liquid market in swap contracts referencing SOFR on such trading venues,
which in turn depends, among other things, on there being a liquid market in loans, floating rate notes and other financial contracts
referencing SOFR. Because SOFR’s use as a reference rate for financial contracts began relatively recently and the related market
for SOFR-based swaps is relatively new, there is limited information on which to assess potential future liquidity in SOFR-based swap
markets or in the market for SOFR-based financial contracts more generally. If the market for SOFR-based swap contracts is not sufficiently
liquid, or if the liquidity in such market proves to be volatile, this could result in the inability of IBA to calculate SOFR CMS2, which
could adversely affect the return on and value of the notes and the price at which you are able to sell the notes in the secondary market,
if any. In addition, if SOFR does not maintain market acceptance for use as a reference rate for U.S. dollar denominated financial contracts,
uncertainty about SOFR may adversely affect the return on and the value of the notes. |
| § | The way SOFR CMS2 is calculated may change in the future, which could adversely affect the value of the notes. The method by
which USD SOFR ICE swap rates are calculated may change in the future, as a result of governmental actions, actions by the publisher of
USD SOFR ICE swap rates or otherwise. We cannot predict whether the method by which USD SOFR ICE swap rates are calculated will change
or what the impact of any such change might be. Any such change could affect SOFR CMS2 in a way that has a significant adverse effect
on the notes. |
| · | SOFR CMS2 may be determined by the calculation agent in good faith using its reasonable judgment. If, on any interest determination
date SOFR CMS2 is not published (subject to a discontinuance as described below), then SOFR CMS2 on that day will be determined by the
calculation agent in good faith and using its reasonable judgment. SOFR CMS2 determined in this manner and used in the determination of
any interest payment may be different from SOFR CMS2 that would have been published by the administrator of SOFR CMS2. |
| · | The calculation agent, which is our affiliate, will make important determinations with respect to the notes. If certain events
occur, Citibank, N.A., as calculation agent, will be required to make certain discretionary judgments that could significantly affect
one or more payments owed to you under the notes. Such judgments could include, among other things, determining SOFR CMS2 under the circumstances
described herein, selecting a successor rate if SOFR CMS2 is discontinued and, if no successor rate is selected, calculating SOFR CMS2
in good faith and using its reasonable judgment. Any of these determinations made by Citibank, N.A. in its capacity as calculation agent
may adversely affect any interest payment owed to you under the notes. |
Additional
Terms of the Notes
Determination of SOFR CMS2
SOFR CMS2 on any date of determination is the swap rate for
a fixed-for-floating U.S. Dollar SOFR-linked interest rate swap transaction with a 2-year maturity as published by the administrator of
SOFR CMS2 as of 11:00 a.m. (New York City time) on that date of determination. If SOFR CMS2 is not published on any U.S. government securities
business day on which such rate is required (subject to “—Discontinuance of SOFR CMS2” below), then SOFR CMS2 for that
date will be determined by the calculation agent in good faith and using its reasonable judgment.
In a fixed-for-floating U.S. Dollar SOFR-linked interest rate
swap transaction, one party pays a fixed rate (the “swap rate”) and the other pays a floating rate based on the secured overnight
financing rate (“SOFR”) compounded in arrears for twelve months using standard market conventions. SOFR is intended to be
a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities. For more information about SOFR, see “Information
About SOFR and USD SOFR ICE Swap Rates—SOFR” in this pricing supplement.
IBA is the current administrator of SOFR CMS2. According to
publicly available information (which we have not independently verified), IBA currently determines SOFR CMS2 based on a “waterfall”
methodology using eligible input data in respect of SOFR-linked interest rate swaps. The first level of the waterfall (“Level 1”)
uses eligible, executable prices and volumes provided by regulated, electronic, trading venues. If these trading venues do not provide
sufficient eligible input data to calculate a rate in accordance with Level 1 of the methodology, then the second level of the waterfall
(“Level 2”) uses eligible dealer to client prices and volumes displayed electronically by trading venues. If there is insufficient
eligible input data to calculate a rate in accordance with Level 2 of the waterfall, then the third level of the waterfall (“Level
3”) uses movement interpolation, where possible for applicable tenors, to calculate a rate. Where it is not possible to calculate
SOFR CMS2 at Level 1, Level 2 or Level 3 of the waterfall on a given date, then SOFR CMS2 will not be published for that date.
Discontinuance of SOFR CMS2
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If the calculation and publication of SOFR CMS2 is permanently
canceled, then the calculation agent may identify an alternative rate that it determines, in its sole discretion, represents the same
or a substantially similar measure or benchmark as SOFR CMS2, and the calculation agent may deem that rate (the “successor rate”)
to be SOFR CMS2. Upon the selection of any successor rate by the calculation agent pursuant to this paragraph, references in this pricing
supplement to the original SOFR CMS2 will no longer be deemed to refer to the original SOFR CMS2 and will be deemed instead to refer to
that successor rate for all purposes. In such event, the calculation agent will make such adjustments, if any, to any value of SOFR CMS2
that is used for purposes of the notes and to any other terms of the notes as it determines are appropriate in the circumstances. Upon
any selection by the calculation agent of a successor rate, the calculation agent will cause notice to be furnished to us and the trustee.
If the calculation and publication of SOFR CMS2 is permanently
canceled and no successor rate is chosen as described above, then the calculation agent will calculate the value of SOFR CMS2 on each
subsequent date of determination in good faith and using its reasonable judgment. Such value, as calculated by the calculation agent,
will be the relevant rate for SOFR CMS2 for all purposes.
Notwithstanding these alternative arrangements, the cancellation
of SOFR CMS2 may adversely affect payments on, and the value of, the notes.
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General Information |
Additional information: |
The description of the notes in this pricing supplement supplements,
and, to the extent inconsistent with, replaces the general terms of the notes set forth in the accompanying prospectus supplement and
prospectus. The accompanying prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing
supplement.
The notes are senior unsecured debt securities issued by Citigroup Global
Markets Holdings Inc. under the senior debt indenture described in the accompanying prospectus supplement and prospectus, the payments
on which are fully and unconditionally guaranteed by Citigroup Inc. The notes will constitute part of the senior debt of Citigroup Global
Markets Holdings Inc. and will rank equally with all other unsecured and unsubordinated debt of Citigroup Global Markets Holdings Inc.
The guarantee of payments due on the notes will constitute part of the senior indebtedness of Citigroup Inc. and will rank on an equal
basis with all other unsecured debt of Citigroup Inc. other than subordinated debt. |
Regular record date: |
Interest will be payable on each interest payment date to the holders of record of the notes at the close of business on the business day immediately preceding the relevant interest payment date, except that the final interest payment will be made to the persons who hold the notes on the maturity date. |
U.S. federal income tax considerations: |
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes
will be treated as “variable rate debt instruments,” and the remaining discussion is based on this treatment. Based on market
conditions as of the pricing date, we will determine whether the notes are treated for U.S. federal income tax purposes (1) as providing
for a single qualified floating rate (“QFR”) or (2) as providing for a single fixed rate followed by a QFR.
If the initial fixed rate on the notes is within 25 basis points of
the floating rate on the issue date, the notes will be treated as providing for a single floating rate. Under this treatment, all stated
interest on the notes will generally be treated as qualified stated interest (“QSI”) and be taxable to a U.S. Holder (as defined
in the accompanying prospectus supplement) at the time it accrues or is received in accordance with the U.S. Holder’s method of
tax accounting.
However, if the initial fixed rate is not within 25 basis points of
the floating rate, the notes may be treated as issued with original issue discount (“OID”). In order to determine the amount
of QSI and OID in respect of the notes, an equivalent fixed rate debt instrument must be constructed. The equivalent fixed rate debt instrument
is constructed in the following manner: (i) first, the initial fixed rate is converted to a QFR that would preserve the fair market value
of the notes, and (ii) second, each QFR (including the QFR determined under (i) above) is converted to a fixed rate substitute (which
will generally be the value of that QFR as of the issue date of the notes). The rules described under “United States Federal Tax
Considerations—Tax Consequences to U.S. Holders—Original Issue Discount” in the accompanying prospectus supplement are
then applied to the equivalent fixed rate debt instrument for purposes of calculating the amount of OID on the notes. Under these rules,
the notes will generally be treated as providing for QSI at a rate equal to the lowest rate of interest in effect at any time under the
equivalent fixed rate debt instrument, and any interest in excess of that rate will generally be treated as part of the stated redemption
price at maturity and, therefore, as giving rise to OID. Based on the application of these rules to the notes, we will indicate in the
final pricing supplement if the notes are issued with OID.
QSI on the notes will generally be taxable to a U.S. Holder (as defined
in the accompanying prospectus supplement) as ordinary interest income at the time it accrues or is received in accordance with the U.S.
Holder’s method of tax accounting. If the notes are issued with OID, a U.S. Holder will be required to include the OID in income
for federal income tax purposes as it accrues, in accordance with a constant-yield method based on a compounding of interest. If the notes
are not issued with OID, all stated interest on the notes will be treated as QSI and will be taxable to a U.S. Holder as ordinary interest
income at the time it accrues or is received in accordance with the U.S. Holder’s method of tax accounting. If the amount of interest
a U.S. Holder receives on the notes in a calendar year is greater than the interest assumed to be paid or accrued under the equivalent
fixed rate debt instrument, the excess is treated as additional QSI taxable to the U.S. Holder as ordinary income. Otherwise, any difference
will reduce the amount of QSI the U.S. Holder is treated as receiving and will therefore reduce the amount of ordinary income the U.S.
Holder is required to take into income.
Upon the sale or other taxable disposition of a note, a U.S. Holder
generally will recognize capital gain or loss equal to the difference between the amount realized on the disposition (other than any amount
attributable to accrued QSI, which will be treated as a payment of interest) and the U.S. Holder’s tax basis in the note. A U.S.
Holder’s tax basis in a note generally will equal the cost of the note to the U.S. Holder, increased by the amounts of OID (if any)
previously included in income by the U.S. Holder with respect to the note and reduced by any payments other than QSI received by the U.S.
Holder. Such gain or loss generally will be long-term capital gain or loss if the U.S. Holder has held the note for more than one year
at the time of disposition.
Under current law Non-U.S. Holders (as defined in the accompanying prospectus
supplement) generally will not be subject to U.S. federal withholding or income tax with respect to interest (or
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OID, if any) paid on and amounts received on the sale, exchange or retirement
of the notes if they comply with applicable certification requirements. Special rules apply to Non-U.S. Holders whose income on the notes
is effectively connected with the conduct of a U.S. trade or business or who are individuals present in the United States for 183 days
or more in a taxable year.
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.
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.
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Fees and selling concessions: |
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 $1.25 for each note sold in
this offering. The actual underwriting fee will be equal to up to $1.25 for each note sold by CGMI directly to the public and will otherwise
be equal to the selling concession provided to selected dealers, as described in this paragraph. CGMI will pay selected dealers a selling
concession of up to $1.25 for each note they sell.
Additionally, it is possible that CGMI and its affiliates may profit
from expected hedging activity related to this offering, even if the value of the notes declines. You should refer to “Risk Factors”
above and the section “Use of Proceeds and Hedging” in the accompanying prospectus. |
Supplemental information regarding plan of distribution; conflicts of interest: |
The terms and conditions set forth in the Amended and Restated Global
Selling Agency Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein,
including CGMI, govern the sale and purchase of the notes.
The notes will not be listed on any securities exchange.
In order to hedge its obligations under the notes, Citigroup Global
Markets Holdings Inc. expects to enter into one or more swaps or other derivatives transactions with one or more of its affiliates. You
should refer to the sections “Risk Factors—The estimated value of the notes on the pricing date, based on CGMI’s proprietary
pricing models and our internal funding rate, may be less than the issue price,” and the section “Use of Proceeds and Hedging”
in the accompanying prospectus.
CGMI is an affiliate of Citigroup Global Markets Holdings Inc. Accordingly,
the offering of the notes will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate
set forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. Client accounts over which Citigroup
Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion are not permitted to purchase the notes, either directly
or indirectly, without the prior written consent of the client.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying prospectus supplement for more information.
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Calculation agent: |
Citibank, N.A., an affiliate of Citigroup Global Markets Holdings Inc., will serve as calculation agent for the notes. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the holders of the notes. Citibank, N.A. is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment. |
We encourage you to also read the accompanying prospectus supplement
and prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.
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Determination of Interest Payments
On each interest payment date, the amount of each interest payment will
equal (i) the stated principal amount of the notes multiplied by the interest rate in effect during the applicable interest period
multiplied by (ii) the quotient of the actual number of calendar days in such interest period
divided by 360, subject to the minimum interest rate.
Information About SOFR and USD SOFR ICE Swap Rates
SOFR
SOFR is published by the NY
Federal Reserve and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.
The NY Federal Reserve reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral Treasury repurchase
agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation
(the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by the
NY Federal Reserve to remove a portion of the foregoing transactions considered to be “specials”. According to the NY Federal
Reserve, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general
collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security.
The NY Federal Reserve reports that SOFR is calculated as a volume-weighted
median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank
for the tri-party repo market, as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions
cleared through the FICC’s delivery-versus-payment service. The NY Federal Reserve notes that it obtains information from DTCC Solutions
LLC, an affiliate of DTCC.
The NY Federal Reserve currently publishes SOFR daily on its website.
The NY Federal Reserve states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification
obligations, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices
or availability of SOFR at any time without notice. Information contained in the publication page for SOFR is not incorporated by reference
in, and should not be considered part of, this pricing supplement.
USD SOFR ICE Swap Rates
A USD SOFR ICE swap rate for a given maturity is the annual fixed rate
of interest payable on a hypothetical fixed-for-floating U.S. Dollar interest rate swap transaction with the given maturity. In such a
hypothetical swap transaction, the fixed rate of interest, payable annually on an actual / 360 basis (i.e., interest accrues based on
the actual number of days elapsed, with a year assumed to comprise 360 days), is exchangeable for a floating payment stream based on SOFR
(compounded in arrears for twelve months using standard market conventions), also payable annually on an actual / 360 basis.
Many complex economic factors may influence USD SOFR ICE swap rates,
including:
| · | the monetary policies of the Federal Reserve Board; |
| · | current market expectations about future interest rates; |
| · | current market expectations about inflation; |
| · | the volatility of the foreign exchange markets; |
| · | the availability of relevant hedging instruments; |
| · | supply and demand for overnight U.S. Treasury repurchase agreements; and |
| · | general credit and economic conditions in global markets, and particularly in the United States. |
Because USD SOFR ICE swap rates are market rates and are influenced
by many factors, it is impossible to predict the future value of any USD SOFR ICE swap rate.
Citigroup Global Markets Holdings Inc. |
|
Historical Information on SOFR CMS2
The graph below shows the daily value of SOFR CMS2
from November 18, 2021 to August 5, 2022. We obtained the values below from Bloomberg L.P., without independent verification. You should
not take the historical values of SOFR CMS2 as an indication of the future values of SOFR CMS2 during the term of the notes. Publication
of SOFR CMS2 began on November 8, 2021, and it therefore has a limited history.
SOFR CMS2 at 11:00 a.m. (New York time) on August 5, 2022 was 3.197%.
Historical SOFR CMS2 (%)
November 18, 2021 through August
5, 2022
|
|
Citigroup Global Markets Holdings Inc. |
|
Certain Selling Restrictions
Prohibition of Sales to EEA Retail Investors
The notes may not be offered, sold or otherwise made available to any
retail investor in the European Economic Area. For the purposes of this provision:
| (a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (i) | a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or |
| (ii) | a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or |
| (iii) | not a qualified investor as defined in Directive 2003/71/EC; and |
| (b) | the expression “offer” includes the communication in any form and by any means of sufficient information on the terms
of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes. |
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 “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 and 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 notes is a function of the terms of the notes
and the inputs to CGMI’s proprietary pricing models. The range for the estimated value of the notes set forth on the cover page
of this preliminary pricing supplement reflects uncertainty on the date of this preliminary pricing supplement about the inputs to CGMI’s
proprietary pricing models on the pricing date.
For a period of approximately three 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 three-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See “Risk Factors—The notes will not be
listed on any securities exchange and you may not be able to sell them prior to maturity.”
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