The information in this preliminary
pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these
securities, in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 5, 2022
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-255302
and 333-255302-03
October----,
2022
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2022-USNCH14259 to Product Supplement
No. EA-08-01
dated September 28, 2022, Underlying Supplement No. 10 dated May 11, 2021 and
Prospectus Supplement and Prospectus each dated May 11, 2021
|
|
Citigroup Global Markets Holdings
Inc.
All Payments Due from Citigroup
Global Markets Holdings Inc. Fully and Unconditionally Guaranteed by Citigroup Inc. |
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest
Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index®
due October 15, 2026 |
n Linked
to the lowest performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100
Index® (each referred to as an “underlying”)
n Unlike
ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal
at maturity and are subject to potential automatic redemption prior to maturity upon the terms described below. Whether the securities
pay a contingent coupon, whether the securities are automatically redeemed prior to maturity and, if they are not automatically redeemed,
whether you are repaid the stated principal amount of your securities at maturity will depend in each case on the closing value of
the lowest performing underlying on the relevant calculation day. The lowest performing underlying on any calculation day is the
underlying that has the lowest performance factor on that calculation day
n Contingent
Coupon. The securities will pay a contingent coupon on a quarterly basis until the earlier of maturity or automatic redemption
if, and only if, the closing value of the lowest performing underlying on the relevant calculation day is greater than or
equal to its coupon threshold value. However, if the closing value of the lowest performing underlying on a calculation day is less
than its coupon threshold value, you will not receive any contingent coupon on the relevant contingent coupon date. If the closing
value of the lowest performing underlying is less than its coupon threshold value on every calculation day, you will not receive
any contingent coupons throughout the entire term of the securities. The contingent coupon rate will be determined on the pricing
date and will be at least 6.25% per annum
n Automatic
Redemption. If the closing value of the lowest performing underlying on any potential autocall date from April 2023 to July 2026,
inclusive, is greater than or equal to its starting value, we will automatically redeem the securities for the stated principal amount
plus the related contingent coupon payment
n Potential
Loss of Principal. If the securities are not automatically redeemed prior to maturity, you will receive the stated principal
amount at maturity if, and only if, the closing value of the lowest performing underlying on the final calculation day is
greater than or equal to its downside threshold value. If the closing value of the lowest performing underlying on the final calculation
day is less than its downside threshold value, you will lose a significant portion, and possibly all, of the stated principal amount
of your securities
n The
coupon threshold value and downside threshold value for each underlying are equal to 50% of its starting value
n If
the securities are not automatically redeemed prior to maturity, you will have full downside exposure to the lowest performing underlying
from its starting value if its closing value on the final calculation day is less than its downside threshold value, but you will
not participate in any appreciation of any underlying and will not receive any dividends on securities included in any underlying
n Your
return on the securities will depend solely on the performance of the underlying that is the lowest performing underlying
on each calculation day. You will not benefit in any way from the performance of any better performing underlying. Therefore, you
will be adversely affected if any underlying performs poorly, even if any other underlying performs favorably
n All
payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; if Citigroup
Global Markets Holdings Inc. and Citigroup Inc. default on their obligations, you could lose some or all of your investment
n The
securities will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should not invest
in the securities unless you are willing to hold them to maturity
|
The securities have complex features and investing
in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors”
beginning on page PS-8 and “Risk Factors” beginning on page PS-5 of the accompanying product supplement and beginning on page
S-1 of the accompanying prospectus supplement.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing
supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete.
Any representation to the contrary is a criminal offense.
The securities are unsecured debt obligations
issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All payments due on the securities are subject to the
credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. None of Wells Fargo Securities, LLC (“Wells Fargo”)
or any of its affiliates will have any liability to the purchasers of the securities in the event Citigroup Global Markets Holdings Inc.
defaults on its obligations under the securities and Citigroup Inc. defaults on its guarantee obligations. The securities are
not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor
are they obligations of, or guaranteed by, a bank.
|
Per Security |
Total |
Public Offering Price(1) |
$1,000.00 |
$ |
Maximum Underwriting Discount and Commission(2)(3) |
$25.00 |
$ |
Proceeds to Citigroup Global Markets Holdings Inc.(2) |
$975.00 |
$ |
(1) Citigroup Global Markets Holdings Inc. currently
expects that the estimated value of the securities on the pricing date will be at least $900.00 per security, which will be less than
the public offering price. The estimated value of the securities is based on Citigroup Global Markets Inc.’s (“CGMI”)
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 any person may be willing to buy the securities from you at any time after issuance.
See “Valuation of the Securities” in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global Markets
Holdings Inc., as the lead agent for the offering, expects to sell the securities to Wells Fargo, as agent. Wells Fargo will receive an
underwriting discount and commission of up to 2.50% ($25.00) for each security it sells. Wells Fargo may pay selected dealers, which may
include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of its affiliates, Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC), a fixed selling commission of 1.50% ($15.00) for each security they sell.
In addition to the selling commission allowed to WFA, Wells Fargo may pay $0.75 per security of the underwriting discount and commission
to WFA as a distribution expense fee for each security sold by WFA. The total underwriting discount and commission and proceeds to Citigroup
Global Markets Holdings Inc. shown above give effect to the actual underwriting discount and commission provided for the sale of the securities.
See “Supplemental Plan of Distribution” below and “Use of Proceeds and Hedging” in the accompanying prospectus
for further information regarding how we have hedged our obligations under the securities.
(3) In respect of certain securities sold in this offering, CGMI may
pay a fee of up to $4.00 per security to selected securities dealers in consideration for marketing and other services in connection with
the distribution of the securities to other securities dealers.
Citigroup Global Markets Inc. |
Wells Fargo
Securities |
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Underlyings: |
The S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® (each referred to as an “underlying,” and collectively as the “underlyings”) |
Issuer: |
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
Guarantee: |
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc. |
Stated Principal Amount: |
$1,000 per security. References in this pricing supplement to a “security” are to a security with a stated principal amount of $1,000. |
Pricing Date*: |
October 11, 2022 |
Issue Date*: |
October 14, 2022 |
Calculation Days*: |
The 11th day of each January, April, July and October, beginning in January 2023, except that the “final calculation day” is October 12, 2026. Each calculation day is subject to postponement if such date is not a trading day or certain market disruption events occur as described in the accompanying product supplement. |
Maturity Date*: |
October 15, 2026, subject to postponement as described in the accompanying product supplement. |
Contingent Coupon Payment Dates: |
The third business day after each calculation day (as each such calculation day may be postponed), except that the contingent coupon payment date following the final calculation day will be the maturity date. |
Contingent Coupon: |
On each contingent coupon payment
date, unless previously redeemed, the securities will pay a contingent coupon at a per annum rate equal to the contingent coupon rate
if and only if the closing value of the lowest performing underlying on the immediately preceding calculation day is greater than or equal
to its coupon threshold value. Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000
× contingent coupon rate)/4. Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded upward.
If the closing value of the lowest
performing underlying on any calculation day is less than its coupon threshold value, you will not receive any contingent coupon payment
on the immediately following contingent coupon payment date.
|
Contingent Coupon Rate: |
At least 6.25% per annum (to be determined on the pricing date). |
Maturity Payment Amount: |
If the securities are not automatically
redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to the contingent coupon due at
maturity, if any):
▪ if
the closing value of the lowest performing underlying on the final calculation day is greater than or equal to its downside threshold
value: $1,000; or
▪ if
the closing value of the lowest performing underlying on the final calculation day is less than its downside threshold value:
$1,000
× the performance factor of the lowest performing underlying on the final calculation day
If the closing value of the lowest
performing underlying on the final calculation day is less than its downside threshold value, you will receive significantly less than
the stated principal amount of your securities, and possibly nothing, at maturity, and you will not receive any contingent coupon payment
at maturity.
|
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Potential Autocall Dates: |
Each calculation day beginning in April 2023 and ending in July 2026. |
Starting Value: |
With respect to the S&P 500® Index:
, its closing value on the pricing date.
With respect to the Russell 2000® Index: , its closing value on the pricing
date.
With respect to the Nasdaq-100 Index®: , its closing value on the pricing
date.
|
Coupon Threshold
Value:
|
With respect to the S&P 500® Index:
, which is equal to 50% of its starting value.
With respect to the Russell 2000® Index: , which is equal to 50% of its
starting value.
With respect to the Nasdaq-100 Index®: , which is equal to 50% of its
starting value.
|
Downside Threshold
Value:
|
With respect to the S&P 500® Index:
, which is equal to 50% of its starting value.
With respect to the Russell 2000® Index: , which is equal to 50% of its
starting value.
With respect to the Nasdaq-100 Index®: , which is equal to 50% of its
starting value.
|
Performance Factor: |
For each underlying on any calculation day, its closing value on that calculation day divided by its starting value |
Lowest Performing Underlying: |
For any calculation day, the underlying with the lowest performance factor determined as of that calculation day |
Calculation Agent: |
CGMI |
Denominations: |
$1,000 and any integral multiple of $1,000. |
CUSIP / ISIN: |
17330RVX0 / US17330RVX06 |
* Expected. To the extent that the issuer makes
any change to the expected pricing date or expected issue date, the calculation days and maturity date may also be changed in the issuer’s
discretion to ensure that the term of the securities remains the same.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
The terms of the securities are set forth in the
accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying
product supplement, underlying supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in
this pricing supplement. For example, the accompanying product supplement contains important information about how the closing
value of the underlyings will be determined and other specified events with respect to the underlyings. The accompanying underlying
supplement contains information about the underlyings that is not repeated in this pricing supplement. It is important that
you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement
in deciding whether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined
in the accompanying product supplement.
When we refer to “we,” “us”
and “our” in this pricing supplement, we refer only to Citigroup Global Markets Holdings Inc. and not to any of its affiliates,
including Citigroup Inc.
You may access the product supplement, underlying
supplement and prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing
our filings for the relevant date on the SEC website):
| • | Product Supplement No. EA-08-01 dated September 28, 2022: |
https://www.sec.gov/Archives/edgar/data/200245/000095010322016616/dp180778_424b2-wf0801.htm
| • | Underlying Supplement No. 10 dated May 11, 2021: |
https://www.sec.gov/Archives/edgar/data/200245/000095010321007028/dp150879_424b2-us10.htm
| • | Prospectus Supplement and Prospectus each dated May 11, 2021: |
https://www.sec.gov/Archives/edgar/data/200245/000119312521157552/d423193d424b2.htm
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
The securities are not appropriate for all investors.
The securities may be an appropriate investment for investors who:
| · | seek an investment with periodic contingent coupon payments equal to the amount indicated on the cover
hereof until the earlier of maturity or automatic redemption, if, and only if, the closing value of the lowest performing underlying
on the relevant calculation day is greater than or equal to its coupon threshold value; |
| · | understand that if the closing value of the lowest performing
underlying on the final calculation day is less than its downside threshold value, they will be fully exposed to the decline in the lowest
performing underlying from its starting value and will receive significantly less than the stated principal amount, and possibly nothing,
at maturity; |
| · | are willing to accept the risk that they may receive few or no contingent coupon payments over the term
of the securities; |
| · | understand that the securities may be automatically redeemed prior to maturity and that the term of the
securities may be limited; |
| · | understand that the return on the securities will depend solely on the performance of the underlying that
is the lowest performing underlying on each calculation day and that they will not benefit in any way from the performance of any better
performing underlying; |
| · | understand that the securities are riskier than alternative investments linked to only one of the underlyings
or linked to a basket composed of each underlying; |
| · | understand and are willing to accept the full downside risks of each underlying; |
| · | are willing to forgo participation in any appreciation of any underlying and dividends on securities included
in the underlyings; and |
| · | are willing to hold the securities to maturity. |
The securities may not be an appropriate investment
for investors who:
| · | seek a liquid investment or are unable or unwilling to hold the securities to maturity; |
| · | seek full return of the stated principal amount of the securities at maturity; |
| · | seek a security with a fixed term; |
| · | are unwilling to purchase securities with the estimated value set forth on the cover page; |
| · | are unwilling to accept the risk that the closing value of the lowest performing underlying on the final
calculation day may be less than its downside threshold value; |
| · | seek certainty of current income over the term of the securities; |
| · | seek exposure to the upside performance of any or each underlying; |
| · | seek exposure to a basket composed of each underlying or a similar investment in which the overall return
is based on a blend of the performances of the underlyings, rather than solely on the lowest performing underlying; |
| · | are unwilling to accept the risk of exposure to the underlyings; |
| · | are unwilling to accept the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.;
or |
| · | prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies
with comparable credit ratings. |
The considerations identified above are not exhaustive. Whether
or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of
an investment in the securities in light of your particular circumstances. You should also review carefully the “Summary Risk Factors”
herein and the “Risk Factors” in the accompanying product supplement for risks related to an investment in the securities.
For more information about the underlyings, please see the information provided below.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Determining Payment On A Contingent Coupon Payment Date and at Maturity |
If the securities have not been previously automatically
redeemed, on each contingent coupon payment date, you will either receive a contingent coupon payment or you will not receive a contingent
coupon payment, depending on the closing value of the lowest performing underlying on the related calculation day.
Step 1: Determine
which underlying is the lowest performing underlying on the relevant calculation day. The lowest performing underlying on any calculation
day is the underlying with the lowest performance factor on that calculation day. The performance factor
of an underlying on a calculation day is its closing value on that calculation day divided by its starting value.
Step 2: Determine whether a contingent
coupon is paid on the applicable contingent coupon payment date based on the closing value of the lowest performing underlying on the
relevant calculation day, as follows:
If the relevant calculation day were also a potential
autocall date and the closing value of the lowest performing underlying on the relevant calculation day were greater than or equal to
its starting value, the securities would be automatically redeemed on the applicable contingent coupon payment date for an amount in cash
equal to $1,000 plus the related contingent coupon payment.
On the maturity date, if the securities have not
been automatically redeemed prior to the maturity date, you will receive (in addition to the final contingent coupon payment, if any)
a cash payment per security (the maturity payment amount) calculated as follows:
Step 1: Determine
which underlying is the lowest performing underlying on the final calculation day. The lowest performing underlying on the final calculation
day is the underlying with the lowest performance factor on the final calculation day. The performance
factor of an underlying on the final calculation day is its closing value on the final calculation day divided by its starting
value.
Step 2: Calculate the maturity payment
amount based on the closing value of the lowest performing underlying on the final calculation day, as follows:
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Hypothetical Payout Profile |
The following profile illustrates the potential
maturity payment amount on the securities (excluding the final contingent coupon payment, if any) for a range of hypothetical performances
of the lowest performing underlying on the final calculation day from its starting value to its closing value on the final calculation
day, assuming the securities have not been automatically redeemed prior to the maturity date. This graph has been prepared for purposes
of illustration only. Your actual return on the securities will depend on the actual closing value of the lowest performing underlying
on the final calculation day and whether you hold your securities to the maturity date. The performance of any better performing
underlying is not relevant to your return on the securities.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
An investment in the securities is significantly
riskier than an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment
in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations
under the securities, and are also subject to risks associated with each of the underlyings. Accordingly, the securities are appropriate
only for investors who are capable of understanding the complexities and risks of the securities. You should consult your own financial,
tax and legal advisors as to the risks of an investment in the securities and the appropriateness of the securities in light of your particular
circumstances.
The following is a summary of certain key risk
factors for investors in the securities. You should read this summary together with the more detailed description of risks
relating to an investment in the securities contained in the section “Risk Factors” beginning on page PS-5 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.
Citigroup Inc. will release quarterly earnings
on October 14, 2022, which is during the marketing period and prior to the pricing date of these securities.
You May Lose Some Or All Of Your Investment.
Unlike conventional debt securities, the securities
do not provide for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not
automatically redeemed prior to maturity, your maturity payment amount will depend on the closing value of the lowest performing underlying
on the final calculation day. If the closing value of the lowest performing underlying on the final calculation day is less
than its downside threshold value, you will lose 1% of the stated principal amount of the securities for every 1% by which the lowest
performing underlying has declined from its starting value. There is no minimum maturity payment amount on the securities,
and you may lose up to all of your investment.
You Will Not Receive Any Contingent Coupon
On The Contingent Coupon Payment Date Following Any Calculation Day On Which The Closing Value Of The Lowest Performing Underlying Is
Less Than Its Coupon Threshold Value.
A contingent coupon payment will be made on a
contingent coupon payment date if and only if the closing value of the lowest performing underlying on the immediately preceding calculation
day is greater than or equal to its coupon threshold value. If the closing value of the lowest performing underlying is less than its
coupon threshold value on any calculation day, you will not receive any contingent coupon payment on the immediately following contingent
coupon payment date. If the closing value of the lowest performing underlying is below its coupon threshold value on each calculation
day, you will not receive any contingent coupon payments over the term of the securities.
Higher Contingent Coupon Rates Are Associated
With Greater Risk.
The securities offer contingent coupon payments
at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities
of the same maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the securities,
including the risk that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates and the
risk that the securities will not be automatically redeemed and the value of what you receive at maturity may be significantly less than
the stated principal amount of your securities and may be zero. The volatility of and the correlation between the underlyings are important
factors affecting these risks. Greater expected volatility of and lower expected correlation between the underlyings as of the pricing
date may result in a higher contingent coupon rate, but would also represent a greater expected likelihood as of the pricing date that
(i) the closing value of the lowest performing underlying on one or more calculation days will be less than its coupon threshold value,
such that you will not receive one or more, or any, contingent coupon payments during the term of the securities and (ii) the securities
will not be automatically redeemed and the closing value of the lowest performing underlying on the final calculation day will be less
than its downside threshold value, such that you will not be repaid the stated principal amount of your securities at maturity.
The Securities Are Subject To Heightened Risk
Because They Have Multiple Underlyings.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
The securities are more risky than similar investments
that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one underlying will perform
poorly, adversely affecting your return on the securities.
The Securities Are Subject To The Risks Of
Each Of The Underlyings And Will Be Negatively Affected If Any One Underlying Performs Poorly, Regardless Of The Performance Of Any Other
Underlying.
You are subject to risks associated with each
of the underlyings. If any one underlying performs poorly, you will be negatively affected, regardless of the performance of any other
underlying. The securities are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would
be better than the performance of the lowest performing underlying alone. Instead, you are subject to the full risks of whichever
of the underlyings is the lowest performing underlying.
You Will Not Benefit In Any Way From The Performance
Of Any Better Performing Underlying.
The return on the securities depends solely on
the performance of the lowest performing underlying, and you will not benefit in any way from the performance of any better performing
underlying.
You Will Be Subject To Risks Relating To The
Relationship Between The Underlyings.
It is preferable from your perspective for the
underlyings to be correlated with each other, in the sense that they tend to increase or decrease at similar times and by similar magnitudes. By
investing in the securities, you assume the risk that the underlyings will not exhibit this relationship. The less correlated
the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities. All that is
necessary for the securities to perform poorly is for one of the underlyings to perform poorly; the performance of any underlying that
is not the lowest performing underlying is not relevant to your return on the securities. It is impossible to predict what
the relationship between the underlyings will be over the term of the securities. The underlyings differ in significant ways
and, therefore, may not be correlated with each other.
You May Not Be Adequately Compensated For Assuming
The Downside Risk Of The Lowest Performing Underlying.
The potential contingent coupon payments on the
securities are the compensation you receive for assuming the downside risk of the lowest performing underlying, as well as all the other
risks of the securities. That compensation is effectively “at risk” and may, therefore, be less than you currently anticipate.
First, the actual yield you realize on the securities could be lower than you anticipate because the coupon is “contingent”
and you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment dates. Second, the contingent
coupon payments are the compensation you receive not only for the downside risk of the lowest performing underlying, but also for all
of the other risks of the securities, including the risk that the securities may be automatically redeemed prior to maturity, interest
rate risk and our and Citigroup Inc.’s credit risk. If those other risks increase or are otherwise greater than you currently
anticipate, the contingent coupon payments may turn out to be inadequate to compensate you for all the risks of the securities, including
the downside risk of the lowest performing underlying.
The Securities May Be Automatically Redeemed
Prior To Maturity, Limiting Your Opportunity To Receive Contingent Coupon Payments.
On any potential autocall date, the securities
will be automatically redeemed if the closing value of the lowest performing underlying on that potential autocall date is greater than
or equal to its starting value. Thus, the term of the securities may be limited. If the securities are redeemed prior to maturity,
you will not receive any additional contingent coupon payments. Moreover, you may not be able to reinvest your funds in another
investment that provides a similar yield with a similar level of risk.
The Securities Offer Downside Exposure To The
Lowest Performing Underlying, But No Upside Exposure To Any Underlying.
You will not participate in any appreciation in
the value of any underlying over the term of the securities. Consequently, your return on the securities will be limited to the contingent
coupon payments you receive, if any, and may be significantly less than the return on any underlying over the term of the securities.
In addition, as an investor in the securities, you will not receive any dividends or other distributions or have any other rights with
respect to any underlying.
The Performance Of The Securities Will Depend
On The Closing Values Of The Underlyings Solely On The Calculation Days, Which Makes The Securities Particularly Sensitive To Volatility
In The Closing Values Of The Underlyings.
Whether the contingent coupon will be paid on
any given contingent coupon payment date and whether the securities will be automatically redeemed prior to maturity will depend on the
closing values of the underlyings solely on the applicable calculation
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
days, regardless of the closing values of the
underlyings on other days during the term of the securities. If the securities are not automatically redeemed, what you receive at maturity
will depend solely on the closing value of the lowest performing underlying on the final calculation day, and not on any other day during
the term of the securities. Because the performance of the securities depends on the closing values of the underlyings on a limited number
of dates, the securities will be particularly sensitive to volatility in the closing values of the underlyings. You should understand
that the closing value of each of the underlyings has historically been highly volatile.
The Securities Are Subject To The Credit Risk
Of Citigroup Global Markets Holdings Inc. And Citigroup Inc.
If we default on our obligations under the securities
and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the securities.
The Securities Will Not Be Listed On Any Securities
Exchange And You May Not Be Able To Sell Them Prior To Maturity.
The securities will not be listed on any securities
exchange. Therefore, there may be little or no secondary market for the securities. We have been advised that Wells Fargo currently
intends to make a secondary market in relation to the securities. However, Wells Fargo may suspend or terminate making a market
without notice, at any time and for any reason. If Wells Fargo suspends or terminates making a market, there may be no secondary
market at all for the securities because it is likely that Wells Fargo will be the only broker-dealer that is willing to buy your securities
prior to maturity. Accordingly, an investor must be prepared to hold the securities until maturity.
The Estimated Value Of The Securities On The
Pricing Date, Based On CGMI’s Proprietary Pricing Models And Our Internal Funding Rate, Is Less Than The Public Offering Price.
The difference is attributable to certain costs
associated with selling, structuring and hedging the securities that are included in the public offering price. These costs
include (i) any selling concessions or other fees paid in connection with the offering of the securities, (ii) hedging and other costs
incurred by us and our affiliates in connection with the offering of the securities and (iii) the expected profit (which may be more or
less than actual profit) to CGMI or other of our affiliates and/or Wells Fargo or its affiliates in connection with hedging our obligations
under the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the economic
terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely
affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See “The
Estimated Value Of The Securities Would Be Lower If It Were Calculated Based On Our Secondary Market Rate” below.
The Estimated Value Of The Securities Was Determined
For Us By Our Affiliate Using Proprietary Pricing Models.
CGMI derived the estimated value disclosed on
the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary
judgments about the inputs to its models, such as the volatility of and correlation between the underlyings, dividend yields on the underlyings
and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in this offering,
CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore
not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the
cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes,
including for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead,
you should be willing to hold the securities to maturity irrespective of the initial estimated value.
The Estimated Value Of The Securities Would
Be Lower If It Were Calculated Based On Wells Fargo’s Determination of The Secondary Market Rate With Respect To Us.
The estimated value of the securities included
in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds
through the issuance of the securities. We expect that our internal funding rate is generally lower than Wells Fargo’s determination
of the secondary market rate with respect to us, which is the rate that we expect Wells Fargo will use in determining the value of the
securities for purposes of any purchases of the securities from you in the secondary market. If the estimated value included
in this pricing supplement were based on Wells Fargo’s determination of the secondary market rate with respect to us, rather than
our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs
associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity
needs and preferences. Our internal funding rate is not an interest rate that is payable on the securities.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Because there is not an active market for traded
instruments referencing our outstanding debt obligations, Wells Fargo may determine the secondary market rate with respect to us for purposes
of any purchase of the securities from you in the secondary market based on the market price of traded instruments referencing the debt
obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the securities, but subject to adjustments
that Wells Fargo may deem appropriate.
The Estimated Value Of The Securities Is Not
An Indication Of The Price, If Any, At Which Any Person May Be Willing To Buy The Securities From You In The Secondary Market.
Any such secondary market price will fluctuate
over the term of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the
estimated value included in this pricing supplement, we expect that any value of the securities determined for purposes of a secondary
market transaction will be based on Wells Fargo’s determination of the secondary market rate with respect to us, which will likely
result in a lower value for the securities than if our internal funding rate were used. In addition, we expect that any secondary
market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount
of the securities to be purchased in the secondary market transaction, and may be reduced by the expected cost of unwinding related hedging
transactions. As a result, it is likely that any secondary market price for the securities will be less than the public offering
price.
The Value Of The Securities Prior To Maturity
Will Fluctuate Based On Many Unpredictable Factors.
The value of your securities prior to maturity
will fluctuate based on the closing values of the underlyings, the volatility of the closing values of the underlyings, the correlation
between the underlyings, dividend yields on the underlyings, interest rates generally, the time remaining to maturity and our and Citigroup
Inc.’s creditworthiness, as reflected in our secondary market rate, among other factors described under “Risk Factors—General
Risk Factors Relating To All Securities—The Value Of Your Securities Prior To Maturity Will Fluctuate Based On Many Unpredictable
Factors” in the accompanying product supplement. Changes in the closing values of the underlyings may not result in a
comparable change in the value of your securities. You should understand that the value of your securities at any time prior
to maturity may be significantly less than the public offering price.
We Have Been Advised That, Immediately Following
Issuance, Any Secondary Market Bid Price Provided By Wells Fargo, And The Value That Will Be Indicated On Any Brokerage Account Statements
Prepared By Wells Fargo Or Its Affiliates, Will Reflect A Temporary Upward Adjustment.
The amount of this temporary upward adjustment
will steadily decline to zero over the temporary adjustment period. See “Valuation of the Securities” in this pricing
supplement.
The Russell 2000® Index Is Subject
To Risks Associated With Small Capitalization Stocks.
The stocks that constitute the Russell 2000®
Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more
volatile than stock prices of large capitalization companies. These companies tend to be less well-established than large market
capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and
competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their
stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
Our Offering Of The Securities Is Not A Recommendation
Of Any Underlying.
The fact that we are offering the securities does
not mean that we or Wells Fargo or its affiliates believe that investing in an instrument linked to the underlyings is likely to achieve
favorable returns. In fact, as we and Wells Fargo and its affiliates are each part of respective global financial institutions, our affiliates
and affiliates of Wells Fargo may have positions (including short positions) in the underlyings or in instruments related to the underlyings,
and may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlyings. These and
other activities of our affiliates or of Wells Fargo or its affiliates may affect the closing values of the underlyings in a way that
negatively affects the value of and your return on the securities.
The Closing Value Of An Underlying May Be Adversely
Affected By Our Or Our Affiliates’, Or By Wells Fargo And Its Affiliates’, Hedging And Other Trading Activities.
We expect to hedge our obligations under the securities
through CGMI or other of our affiliates and/or Wells Fargo or its affiliates, who may take positions in the underlyings or in financial
instruments related to the underlyings and may adjust such positions during the term of the securities. Our affiliates and
Wells Fargo and its affiliates also take positions in the underlyings or in financial instruments related to the underlyings on a regular
basis (taking long or short positions or both), for their accounts, for other accounts
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
under their management or to facilitate transactions
on behalf of customers. These activities could affect the closing value of the underlyings in a way that negatively affects the value
of and your return on the securities. They could also result in substantial returns for us or our affiliates or Wells Fargo and its affiliates
while the value of the securities declines.
We And Our Affiliates And Wells Fargo And Its
Affiliates May Have Economic Interests That Are Adverse To Yours As A Result Of Our And Their Respective Business Activities.
Our affiliates and Wells Fargo and its affiliates
engage in business activities with a wide range of companies. These activities include extending loans, making and facilitating
investments, underwriting securities offerings and providing advisory services. These activities could involve or affect the
underlyings in a way that negatively affects the value of and your return on the securities. They could also result in substantial returns
for us or our affiliates or Wells Fargo or its affiliates while the value of the securities declines. In addition, in the course
of this business, we or our affiliates or Wells Fargo or its affiliates may acquire non-public information, which will not be disclosed
to you.
The Calculation Agent, Which Is An Affiliate
Of Ours, Will Make Important Determinations With Respect To The Securities.
If certain events occur during the term of the
securities, such as market disruption events and other events with respect to an underlying, CGMI, as calculation agent, will be required
to make discretionary judgments that could significantly affect your return on the securities. In making these judgments, the
calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities. See
“Risk Factors—General Risk Factors Relating To All Securities—The Calculation Agent, Which Is An Affiliate Of Ours,
Will Make Important Determinations With Respect To The Securities” in the accompanying product supplement.
Changes That Affect The Underlyings May Affect
The Value Of Your Securities.
The sponsors of the underlyings may at any time
make methodological changes or other changes in the manner in which they operate that could affect the values of the underlyings. We
are not affiliated with any such underlying sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such
changes could adversely affect the performance of the underlyings and the value of and your return on the securities.
A Contingent Coupon Payment Date And The Stated
Maturity Date May Be Postponed If A Calculation Day is Postponed.
A calculation day (including the final calculation
day) with respect to an underlying will be postponed for non-trading days and certain market disruption events. If such a postponement
occurs, the related contingent coupon payment date or maturity date, as applicable, will be postponed. For more information regarding
adjustments to the calculation days and payment dates and the circumstances that may result in a market disruption event, see the relevant
sections of the accompanying product supplement.
The U.S. Federal Tax Consequences Of An Investment
In The Securities Are Unclear.
There is no direct legal authority regarding the proper U.S. federal
tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently,
significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of
the securities as described in “United States Federal Tax Considerations” below. If the IRS were successful in
asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might be
materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect
the U.S. federal tax treatment of the securities, possibly retroactively.
Non-U.S. investors should note that persons having withholding responsibility
in respect of the securities may withhold on any coupon payment paid to a non-U.S. investor, generally at a rate of 30%. To
the extent that we have withholding responsibility in respect of the securities, we intend to so withhold.
You should read carefully the discussion under “United States
Federal Tax Considerations” and “General Risk Factors Relating to All Securities” in the accompanying product supplement
and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your tax adviser regarding
the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state,
local or non-U.S. taxing jurisdiction.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
If the securities are automatically redeemed:
If the securities are automatically redeemed prior
to maturity, you will receive the stated principal amount of your securities plus the related contingent coupon payment on the
immediately following contingent coupon payment date. In the event the securities are automatically redeemed, your total return on the
securities will equal any contingent coupon payments received prior to such contingent coupon payment date and the contingent coupon payment
received on such contingent coupon payment date.
If the securities are not automatically redeemed:
If the securities
are not automatically redeemed prior to maturity, the following table illustrates, for a range of hypothetical performance factors of
the lowest performing underlying on the final calculation day, the hypothetical maturity payment amount payable at maturity per security
(excluding the final contingent coupon payment, if any). The performance factor of the lowest performing underlying on the final calculation
day is its closing value on the final calculation day divided by its starting value.
Hypothetical performance factor of lowest performing underlying on final calculation day |
Hypothetical maturity payment amount per security |
175.00% |
$1,000.00 |
160.00% |
$1,000.00 |
150.00% |
$1,000.00 |
140.00% |
$1,000.00 |
130.00% |
$1,000.00 |
120.00% |
$1,000.00 |
110.00% |
$1,000.00 |
100.00% |
$1,000.00 |
90.00% |
$1,000.00 |
80.00% |
$1,000.00 |
70.00% |
$1,000.00 |
60.00% |
$1,000.00 |
50.00% |
$1,000.00 |
49.99% |
$499.90 |
30.00% |
$300.00 |
25.00% |
$250.00 |
The above figures do not take into account contingent
coupon payments, if any, received during the term of the securities. As evidenced above, in no event will you have a positive return based
on the maturity payment amount; any positive return will be based solely on the contingent coupon payments, if any, received during the
term of the securities.
The above figures are for purposes of illustration
only and may have been rounded for ease of analysis. If the securities are not automatically redeemed prior to maturity, the actual amount
you will receive at maturity will depend on the actual closing value of the lowest performing underlying on the final calculation day.
The performance of any better performing underlying is not relevant to your return on the securities.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
The examples in the first section below illustrate
how to determine whether a contingent coupon will be paid and whether the securities will be automatically redeemed following a calculation
day that is also a potential autocall date. The examples in the second section below illustrate how to determine the maturity
payment amount on the securities if the securities are not automatically redeemed prior to maturity. The examples are solely
for illustrative purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on the securities.
The examples below are based on the following
hypothetical values and do not reflect the actual starting values, coupon threshold values or downside threshold values of the underlyings. For
the actual starting value, coupon threshold value and downside threshold value of each underlying, see “Terms of the Securities”
above. We have used these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding
of how the securities work. However, you should understand that the actual payments on the securities will be calculated based
on the actual starting value, coupon threshold value and downside threshold value of each underlying, and not the hypothetical values
indicated below. The examples below assume that the contingent coupon rate is set at the lowest value indicated in “Terms
of the Securities” above. The actual contingent coupon rate will be determined on the pricing date.
Underlying |
Hypothetical starting value |
Hypothetical coupon threshold value |
Hypothetical downside threshold value |
S&P 500® Index |
100.00 |
50.00 (50% of its hypothetical starting value) |
50.00 (50% of its hypothetical starting value) |
Russell 2000® Index |
100.00 |
50.00 (50% of its hypothetical starting value) |
50.00 (50% of its hypothetical starting value) |
Nasdaq-100 Index® |
100.00 |
50.00 (50% of its hypothetical starting value) |
50.00 (50% of its hypothetical starting value) |
Hypothetical Contingent Coupon Payments and any Payment upon Automatic Early Redemption Following a Calculation Day that is also a Potential Autocall Date |
The hypothetical examples below
illustrate how to determine whether a contingent coupon will be paid and whether the securities will be automatically redeemed following
a hypothetical calculation day that is also a potential autocall date, assuming that the closing values of the underlyings on the hypothetical
calculation day are as indicated below.
|
Hypothetical closing value of S&P 500® Index on hypothetical calculation day |
Hypothetical closing value of Russell 2000® Index on hypothetical calculation day |
Hypothetical closing value of Nasdaq-100 Index® on hypothetical calculation day |
Hypothetical payment per security on related contingent coupon payment date |
Example 1: |
120.00
(performance factor =
120.00 / 100.00 = 1.20) |
90.00
(performance factor =
90.00 / 100.00 = 0.90) |
85.00
(performance factor =
85.00 / 100.00 = 0.85) |
$15.625
(contingent coupon is paid; securities not redeemed) |
Example 2: |
110.00
(performance factor =
110.00 / 100.00 = 1.10) |
45.00
(performance factor =
45.00 / 100.00 = 0.45) |
110.00
(performance factor =
110.00 / 100.00 = 1.10) |
$0.00
(no contingent coupon; securities not redeemed) |
Example 3: |
105.00
(performance factor =
105.00 / 100.00 = 1.05) |
110.00
(performance factor =
110.00 / 100.00 = 1.10) |
120.00
(performance factor =
120.00 / 100.00 = 1.20) |
$1,015.625
(contingent coupon is paid; securities redeemed) |
Example 1: On the hypothetical
calculation day, the Nasdaq-100 Index® has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the closing value of the lowest performing underlying on the hypothetical calculation day is
greater than its coupon threshold value but less than its starting value. As a result, investors in the securities would receive
the contingent coupon payment of $15.625 per security on the related contingent coupon payment date and the securities would not be automatically
redeemed.
Example 2: On the hypothetical
calculation day, the Russell 2000® Index has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the closing value of the lowest performing underlying on the hypothetical calculation day is
less than its coupon threshold value. As a result, investors would not receive any payment on the related contingent
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
coupon payment date, even though
each other underlying has appreciated from its starting value, and the securities would not be automatically redeemed.
Investors in the securities
will not receive a contingent coupon on the contingent coupon payment date following a calculation day if, on that calculation day, the
closing value of the lowest performing underlying is less than its coupon threshold value. Whether a contingent coupon is paid
following a calculation day depends solely on the closing value of the lowest performing underlying.
Example 3: On the hypothetical
calculation day, the S&P 500® Index has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the closing value of the lowest performing underlying on the hypothetical calculation day is
greater than both its coupon threshold value and its starting value. As a result, the securities would be automatically redeemed
on the related contingent coupon payment date for an amount in cash equal to $1,000 plus the related contingent coupon payment,
for a total of $1,015.625 per security.
If the calculation day were
not also a potential autocall date, the securities would not be automatically redeemed on the related contingent coupon payment date.
Hypothetical Payments at Maturity |
The next hypothetical examples illustrate the
calculation of the maturity payment amount on the securities, assuming that the securities have not been earlier automatically redeemed
and that the closing values of the underlyings on the final calculation day are as indicated below.
|
Hypothetical closing value of S&P 500® Index on final calculation day |
Hypothetical closing value of Russell 2000® Index on final calculation day |
Hypothetical closing value of Nasdaq-100 Index® on final calculation day |
Hypothetical maturity payment amount per security |
Example 4 |
130.00
(performance factor =
130.00 / 100.00 = 1.30) |
120.00
(performance factor =
120.00 / 100.00 = 1.20) |
110.00
(performance factor =
110.00 / 100.00 = 1.10) |
$1,015.625 |
Example 5 |
40.00
(performance factor =
40.00 / 100.00 = 0.40) |
80.00
(performance factor =
80.00 / 100.00 = 0.80) |
90.00
(performance factor =
90.00 / 100.00 = 0.90) |
$400.00 |
Example 6 |
70.00
(performance factor =
70.00 / 100.00 = 0.70) |
20.00
(performance factor =
20.00 / 100.00 = 0.20) |
120.00
(performance factor =
120.00 / 100.00 = 1.20) |
$200.00 |
Example 4: On the final
calculation day, the Nasdaq-100 Index® has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the closing value of the lowest performing underlying on the final calculation day is greater
than its downside threshold value. Accordingly, at maturity, you would receive the stated principal amount of the securities
plus the contingent coupon payment due at maturity, for a total of $1,015.625 per security, but you would not participate in the
appreciation of any of the underlyings.
Example 5: On the final
calculation day, the S&P 500® Index has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the closing value of the lowest performing underlying on the final calculation day is less than
its downside threshold value. Accordingly, at maturity, you would receive a payment per security calculated as follows:
Maturity
payment amount = $1,000 × the performance factor of the lowest performing underlying on the final calculation day
= $1,000
× 0.40
= $400
In this scenario, you would
receive significantly less than the stated principal amount of your securities at maturity. You would incur a loss based on
the performance of the lowest performing underlying. In addition, because the closing value of the lowest performing underlying
on the final calculation day is below its coupon threshold value, you would not receive any contingent coupon payment at maturity.
Example 6: On the final
calculation day, the Russell 2000® Index has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the closing value of the lowest performing underlying on the final calculation day is less than
its downside threshold value. Accordingly, at maturity, you would receive a payment per security calculated as follows:
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Maturity
payment amount = $1,000 × the performance factor of the lowest performing underlying on the final calculation day
= $1,000
× 0.20
= $200
In this scenario, because the
closing value of the lowest performing underlying on the final calculation day is less than its downside threshold value, you would lose
a significant portion of your investment in the securities. In addition, because the closing value of the lowest performing underlying
is below its coupon threshold value, you would not receive any contingent coupon payment at maturity.
It is possible that the closing
value of the lowest performing underlying will be less than its coupon threshold value on each calculation day and less than its downside
threshold value on the final calculation day, such that you will not receive any contingent coupon payments over the term of the securities
and will receive significantly less than the stated principal amount of your securities at maturity.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Information About the S&P 500® Index |
The S&P 500® Index consists
of the 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 securities 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 securities.
The securities 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 securities or to holders of the securities.
Historical Information
The closing value of the S&P 500® Index on October
4, 2022 was 3,790.93.
The graph below shows the closing value of the
S&P 500® Index for each day such value was available from January 3, 2017 to October 4, 2022. We obtained the closing
values from Bloomberg L.P., without independent verification. You should not take historical closing values as an indication of future
performance.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Information About the Russell 2000® Index |
The Russell 2000® Index is designed to track the performance
of the small capitalization segment of the U.S. equity market. All stocks included in the Russell 2000® Index are traded
on a major U.S. exchange. It is calculated and maintained by FTSE Russell.
Please refer to the section “Equity Index
Descriptions—The Russell Indices—The Russell 2000® Index” in the accompanying underlying supplement for
additional information.
We have derived all information regarding the
Russell 2000® Index from publicly available information and have not independently verified any information regarding the
Russell 2000® Index. This pricing supplement relates only to the securities and not to the Russell 2000®
Index. We make no representation as to the performance of the Russell 2000® Index over the term of the securities.
The securities represent obligations of Citigroup
Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Russell 2000® Index is
not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the Russell 2000® Index on October
4, 2022 was 1,775.766.
The graph below shows the closing value of the
Russell 2000® Index for each day such value was available from January 3, 2017 to October 4, 2022. We obtained the closing
values from Bloomberg L.P., without independent verification. You should not take historical closing values as an indication of future
performance.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Information About the Nasdaq-100 Index® |
The
Nasdaq-100 Index® is a modified market capitalization-weighted
index of stocks of the 100 largest non-financial companies listed on the Nasdaq Stock Market. All stocks included in the Nasdaq-100
Index® are traded on a major U.S. exchange. The
Nasdaq-100 Index® was developed by the Nasdaq Stock Market,
Inc. and is calculated, maintained and published by Nasdaq, Inc.
Please
refer to the section “Equity Index Descriptions—The Nasdaq-100 Index®”
in the accompanying underlying supplement for additional information.
We
have derived all information regarding the Nasdaq-100 Index® from
publicly available information and have not independently verified any information regarding the Nasdaq-100 Index®. This
pricing supplement relates only to the securities and not to the Nasdaq-100 Index®. We
make no representation as to the performance of the Nasdaq-100 Index® over
the term of the securities.
The
securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor
of the Nasdaq-100 Index® is not involved in any way in
this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The
closing value of the Nasdaq-100 Index® on October 4, 2022
was 11,582.54.
The
graph below shows the closing value of the Nasdaq-100 Index® for
each day such value was available from January 3, 2017 to October 4, 2022. We obtained the closing values from Bloomberg L.P., without
independent verification. You should not take historical closing values as an indication of future performance.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
United States Federal Tax Considerations |
You should read carefully the discussion
under “United States Federal Tax Considerations” and “General Risk Factors Relating to All Securities” in
the accompanying product supplement and “Summary Risk Factors” in this pricing supplement.
Due to the lack of any controlling legal authority,
there is substantial uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection
with any information reporting requirements we may have in respect of the securities under applicable law, we intend (in the absence of
an administrative determination or judicial ruling to the contrary) to treat the securities for U.S. federal income tax purposes as prepaid
forward contracts with associated coupon payments that will be treated as gross income to you at the time received or accrued in accordance
with your regular method of tax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, this treatment of
the securities is reasonable under current law; however, our counsel has advised us that it is unable to conclude affirmatively that this
treatment is more likely than not to be upheld, and that alternative treatments are possible. Moreover, our counsel’s
opinion is based on market conditions as of the date of this preliminary pricing supplement and is subject to confirmation on the pricing
date.
Assuming this treatment of the securities is respected
and subject to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:
| · | Any coupon payments on the securities should be taxable as ordinary income to you at the time received
or accrued in accordance with your regular method of accounting for U.S. federal income tax purposes. |
| · | Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital
gain or loss equal to the difference between the amount realized and your tax basis in the security. For this purpose, the
amount realized does not include any coupon paid on retirement and may not include sale proceeds attributable to an accrued coupon, which
may be treated as a coupon payment. Such gain or loss should be long-term capital gain or loss if you held the security for
more than one year. |
We do not plan to request a ruling from the IRS
regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the
tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In addition,
the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of
“prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject
of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult your tax
adviser regarding possible alternative tax treatments of the securities and potential changes in applicable law.
Withholding Tax on Non-U.S. Holders. Because
significant aspects of the tax treatment of the securities are uncertain, persons having withholding responsibility in respect of the
securities may withhold on any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement), generally
at a rate of 30%. To the extent that we have (or an affiliate of ours has) withholding responsibility in respect of the securities, we
intend to so withhold. In order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply
with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under
an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the securities, including the possibility
of obtaining a refund of any amounts withheld and the certification requirement described above.
As discussed under “United States Federal
Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code
and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying
Equities”) or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially
replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury
regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1,
2025 that do not have a “delta” of one. Based on the terms of the securities and representations provided by us
as of the date of this preliminary pricing supplement, our counsel is of the opinion that the securities should not be treated as transactions
that have a “delta” of one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore,
should not be subject to withholding tax under Section 871(m). However, the final determination regarding the treatment of
the securities under Section 871(m) will be made as of the pricing date for the securities, and it is possible that the securities will
be subject to withholding tax under Section 871(m) based on the circumstances as of that date.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
A determination that the securities are not subject
to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex
and its application may depend on your particular circumstances, including your other transactions. You should consult your
tax adviser regarding the potential application of Section 871(m) to the securities.
We will not be required to pay any additional
amounts with respect to amounts withheld.
You should read the section entitled “United
States Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination
with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the securities.
You should also consult your tax adviser regarding
all aspects of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution |
Pursuant to the terms of the Amended and Restated
Global Selling Agency Agreement, dated April 7, 2017, CGMI, acting as principal, will purchase the securities from Citigroup Global Markets
Holdings Inc. CGMI, as the lead agent for the offering, expects to sell the securities to Wells Fargo, as agent. Wells Fargo
will receive an underwriting discount and commission of up to 2.50% ($25.00) for each security it sells. Wells Fargo may pay
selected dealers, which may include WFA, a fixed selling commission of 1.50% ($15.00) for each security they sell. In addition
to the selling commission allowed to WFA, Wells Fargo may pay $0.75 per security of the underwriting discount and commission to WFA as
a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities
sold in this offering, CGMI may pay a fee of up to $4.00 per security to selected securities dealers in consideration for marketing and
other services in connection with the distribution of the securities to other securities dealers.
For the avoidance of doubt, the fees and selling
concessions described in this pricing supplement will not be rebated if the securities are automatically redeemed prior to maturity.
Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due October 15, 2026 | |
Valuation of the Securities |
CGMI calculated the estimated value of the securities
set forth on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated
an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate
the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments
underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond
component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based
on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component
based on various inputs, including the factors described under “Summary Risk Factors—The Value Of The Securities Prior To
Maturity Will Fluctuate Based On Many Unpredictable Factors” in this pricing supplement, but not including our or Citigroup Inc.’s
creditworthiness. These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.
The estimated value of the securities is a function
of the terms of the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this pricing supplement,
it is uncertain what the estimated value of the securities will be on the pricing date because certain terms of the securities have not
yet been fixed and because it is uncertain what the values of the inputs to CGMI’s proprietary pricing models will be on the pricing
date.
We have been advised that, for a period of approximately
four months following issuance of the securities, the price, if any, at which Wells Fargo would be willing to buy the securities from
investors, and the value that will be indicated for the securities on any brokerage account statements prepared by Wells Fargo or its
affiliates, 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 costs associated with selling, structuring and hedging the securities that are included
in the public offering price of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line
basis over the four-month temporary adjustment period. However, Wells Fargo is not obligated to buy the securities from investors
at any time. See “Summary Risk Factors—The Securities Will Not Be Listed On Any Securities Exchange And You May
Not Be Able To Sell Them Prior To Maturity.”
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