Citigroup Global Markets Holdings Inc.
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April 16, 2021
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2021-USNCH7198
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495
and 333-224495-03
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589,401 Buffered PLUS Based
on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Overview
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The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and
guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed amount of
principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or less than the stated
principal amount, depending on the performance of the EURO STOXX 50® Index (the “underlying index”) from the
initial index level to the final index level.
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The securities offer leveraged exposure to a limited range of potential appreciation of the underlying index and a limited buffer
against the potential depreciation of the underlying index as described below. In exchange for those features, investors in the securities
must be willing to forgo (i) any appreciation of the underlying index in excess of the maximum return at maturity specified below and
(ii) any dividends that may be paid on the stocks that constitute the underlying index. In addition, investors in the securities must
be willing to accept downside exposure to any depreciation of the underlying index in excess of the 10.00% buffer amount. If the underlying
index depreciates by more than the buffer amount from the pricing date to the valuation date, you will lose 1% of the stated principal
amount of your securities for every 1% by which that depreciation exceeds the buffer amount.
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In order to obtain the modified exposure to the underlying index that the securities provide, investors must be willing to accept
(i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we and
Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Global Markets
Holdings Inc. and Citigroup Inc.
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KEY TERMS
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
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Underlying index:
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The EURO STOXX 50® Index (ticker symbol: “SX5E”)
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Aggregate stated principal amount:
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$5,894,010
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Stated principal amount:
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$10.00 per security
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Pricing date:
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April 16, 2021
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Issue date:
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April 21, 2021
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Valuation date:
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October 31, 2023, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
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Maturity date:
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November 3, 2023
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Payment at maturity:
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For each $10.00 stated principal amount security you hold at maturity:
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If the final index level is greater than the initial index level:
$10.00 + ($10.00 × the leverage factor × the index return), subject to the maximum return at maturity
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If the final index level is equal to the initial index level or less than the initial index level by an amount
less than or equal to the buffer amount:
$10.00
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If the final index level is less than the initial index level by an amount greater than the buffer amount:
$10.00 + [$10.00 × (the index return + the buffer amount)]
If the final index level is less than the initial index level by more
than the buffer amount, your payment at maturity will be less, and possibly significantly less, than the $10.00 stated principal amount
per security. You should not invest in the securities unless you are willing and able to bear the risk of losing a significant portion
of your investment.
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Initial index level:
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4,032.99, the closing level of the underlying index on the pricing date
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Final index level:
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The closing level of the underlying index on the valuation date
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Index return:
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(i) The final index level minus the initial index level, divided by (ii) the initial index level
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Leverage factor:
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200%
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Maximum return at maturity:
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$2.20 per security (22.00% of the stated principal amount). The payment at maturity per security will not exceed $10.00 plus the maximum return at maturity.
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Buffer amount:
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10.00%
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Listing:
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The securities will not be listed on any securities exchange.
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CUSIP / ISIN:
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17329B772 / US17329B7727
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Underwriter:
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Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
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Underwriting fee and issue price:
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Issue price(1)(2)
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Underwriting fee
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Proceeds to issuer
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Per security:
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$10.00
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$0.25(2)
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$9.70
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$0.05(3)
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Total:
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$ 5,894,010.00
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$176,820.30
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$5,717,189.70
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(1) On
the date of this pricing supplement, the estimated value of the securities is $9.643 per security, which is less than the issue
price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is
not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or
any other person may be willing to buy the securities from you at any time after issuance. See “Valuation of the Securities”
in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global
Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee
of $0.30 for each $10.00 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their
financial advisors will collectively receive from CGMI a fixed selling concession of $0.25 for each $10.00 security they sell. Additionally,
it is possible that CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities
declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
(3) Reflects a structuring fee payable
to Morgan Stanley Wealth Management by CGMI of $0.05 for each security.
Investing in the securities involves risks not associated with an
investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.
You should read this pricing supplement together
with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed via
the hyperlinks below:
Product Supplement No. EA-02-08 dated February 15, 2019 Underlying Supplement No. 9 dated October 30, 2020
Prospectus Supplement and Prospectus each dated May 14, 2018
The securities are not bank deposits and are
not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of,
or guaranteed by, a bank.
Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Additional Information
General. The terms of the securities are set forth in the accompanying
product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement,
prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain
events may occur that could affect your payment at maturity. These events and their consequences are described in the accompanying product
supplement in the sections “Description of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation
Date” and “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Index—Discontinuance
or Material Modification of an Underlying Index,” and not in this pricing supplement. The accompanying underlying supplement contains
important disclosures regarding the underlying index that are not repeated in this pricing supplement. It is important that you read the
accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in
connection with your investment in the securities. Certain terms used but not defined in this pricing supplement are defined in
the accompanying product supplement.
Prospectus. The first sentence of “Description of Debt
Securities— Events of Default and Defaults” in the accompanying prospectus shall be amended to read in its entirety as follows:
Events of default under the indenture are:
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failure of Citigroup Global Markets Holdings or Citigroup to pay required interest on any debt security of such series for 30 days;
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failure of Citigroup Global Markets Holdings or Citigroup to pay principal, other than a scheduled installment payment to a sinking fund, on any debt security of such series for 30 days;
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failure of Citigroup Global Markets Holdings or Citigroup to make any required scheduled installment payment to a sinking fund for 30 days on debt securities of such series;
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failure of Citigroup Global Markets Holdings to perform for 90 days after notice any other covenant in the indenture applicable to it other than a covenant included in the indenture solely for the benefit of a series of debt securities other than such series; and
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certain events of bankruptcy or insolvency of Citigroup Global Markets Holdings, whether voluntary or not (Section 6.01).
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Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Investment
Summary
The securities can be used:
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As an alternative to direct exposure to the underlying index that enhances returns, subject to the maximum return at maturity, for
a limited range of potential appreciation of the underlying index;
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To enhance returns and potentially outperform the underlying index in a moderately bullish scenario;
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To obtain a limited buffer against the potential depreciation of the underlying index; and
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To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum return at maturity,
while using fewer dollars by taking advantage of the leverage factor.
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If the underlying index depreciates by more than the buffer amount,
the securities are exposed on a 1-to-1 basis to the percentage decline by which that depreciation exceeds the buffer amount. Accordingly,
investors may lose a significant portion of their initial investment in the securities.
Maturity:
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Approximately 2.5 years
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Leverage factor:
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200%, subject to the maximum return at maturity. The leverage factor applies only if the final index level is greater than the initial index level.
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Maximum return at maturity:
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$2.20 per security (22.00% of the stated principal amount)
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Buffer amount:
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10.00%
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Minimum payment at maturity:
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$1.00 per security (10.00% of the stated principal amount). Investors may lose up to 90.00% of the stated principal amount of the securities.
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Interest:
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None
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Key Investment Rationale
The securities provide for the possibility of receiving a return at
maturity equal to 200% of the appreciation of the underlying index, provided that investors will not receive a payment at maturity in
excess of the maximum payment at maturity, which will be $12.20 per security. At maturity, if the underlying index has appreciated
from the initial index level to the final index level, investors will receive the stated principal amount of their investment plus the
leveraged upside performance of the underlying index, subject to the maximum return at maturity. If the underlying index has depreciated
from the initial index level to the final index level by no more than the buffer amount, the payment at maturity will be $10.00 per security.
However, if the underlying index has depreciated by more than the buffer amount from the initial index level to the final index
level, investors will lose 1% for every 1% by which that depreciation exceeds the buffer amount. Under these circumstances, the payment
at maturity will be less, and possibly significantly less, than the stated principal amount. Investors may lose up to 90% of the stated
principal amount of the securities. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings
Inc. and Citigroup Inc.
Leveraged Upside Performance:
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The securities offer investors leveraged upside exposure to the appreciation of the underlying index within a limited range of positive performance.
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Upside Scenario:
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If the final index level is greater than the initial index level, the payment at maturity for each security will be equal to the $10.00 stated principal amount plus the product of (i) the stated principal amount, (ii) the leverage factor and (iii) the index return, subject to the maximum return at maturity.
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Par Scenario:
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If the final index level is equal to the initial index level or less than the initial index level by an amount less than or equal to the buffer amount, which means that the underlying index has depreciated by no more than 10.00% from its initial index level, the payment at maturity will be $10.00 per security.
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Downside Scenario:
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If the final index level is less than the initial index level by more than the buffer amount, which means that the underlying index has depreciated by more than 10.00% from its initial index level, you will lose 1% for every 1% by which that depreciation exceeds the buffer amount (e.g., a 50% depreciation in the underlying index will result in a payment at maturity of $6.00 per security). The minimum payment at maturity is $1.00 per security. Accordingly, investors may lose a significant portion of their initial investment.
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Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Hypothetical Examples
The diagram below illustrates your payment at maturity for a range of
hypothetical index returns.
Investors in the securities will not receive any dividends that may
be paid on the stocks that constitute the underlying index. The diagram and examples below do not show any effect of lost dividend yield
over the term of the securities. See “Summary Risk Factors—Investing in the securities is not equivalent to investing
in the underlying index or the stocks that constitute the underlying index” below.
Buffered PLUS
Payment at Maturity Diagram
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n The Securities
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n The Underlying Index
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Your actual payment at maturity per security will depend on the actual
initial index level and the actual final index level. The examples below are intended to illustrate how your payment at maturity will
depend on whether the final index level is greater than or less than the initial index level and by how much. The examples are based on
a hypothetical initial index level of 3,800.00.
Example 1—Upside Scenario A. The hypothetical final index
level is 3,990.00 (an approximately 5.00% increase from the hypothetical initial index level), which is greater than the hypothetical
initial index level.
Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Payment at maturity per security = $10.00 + ($10.00 × the leverage
factor × the index return), subject to the maximum return at maturity of $2.20 per security
= $10 + ($10 × 200% × 5.00%), subject to the maximum return
at maturity of $2.20 per security
= $10 + $1.00, subject to the maximum return at maturity of $2.20 per
security
= $11.00
Because the underlying index appreciated from the hypothetical initial
index level to the hypothetical final index level and the index return multiplied by the leverage factor is less than the maximum
return at maturity, your total return at maturity in this scenario would be 10%.
Example 2—Upside Scenario B. The hypothetical final index
level is 5,700.00 (an approximately 50.00% increase from the hypothetical initial index level), which is greater than the hypothetical
initial index level.
Payment at maturity per security = $10.00 + ($10.00 × the leverage
factor × the index return), subject to the maximum return at maturity of $2.20 per security
= $10 + ($10 × 200% × 50.00%), subject to the maximum return
at maturity of $2.20 per security
= $10 + $10.00, subject to the maximum return at maturity of $2.20 per
security
= $12.20
Because the underlying index appreciated from the hypothetical initial
index level to the hypothetical final index level and the index return multiplied by the leverage factor is greater than the maximum
return at maturity, your payment at maturity in this scenario would equal the maximum payment at maturity of $12.20 per security. In this
scenario, an investment in the securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation
of the underlying index without a maximum return.
Example 3—Par Scenario. The hypothetical final index level
is 3,610.00 (an approximately 5.00% decrease from the hypothetical initial index level), which is less than the hypothetical initial
index level by an amount that is less than the buffer amount of 10.00%.
Payment at maturity per security = $10
Because the underlying index did not depreciate from the hypothetical
initial index level to the hypothetical final index level by more than the 10.00% buffer amount, your payment at maturity in this scenario
would be equal to the $10 stated principal amount per security.
Example 4—Downside Scenario. The hypothetical final index
level is 1,140.00 (an approximately 70.00% decrease from the hypothetical initial index level), which is less than the hypothetical
initial index level by an amount that is more than the buffer amount of 10.00%.
Payment at maturity per security = $10.00 + [$10.00 × (the index
return + the buffer amount)]
= $10.00 + [$10.00 × (-70.00% + 10.00%)]
= $10.00 + [$10.00 × (-60.00%)]
= $10.00 + -$6.00
= $4.00
Because the underlying index depreciated from the hypothetical initial
index level to the hypothetical final index level by more than the 10.00% buffer amount, your payment at maturity in this scenario would
reflect 1-to-1 exposure to the negative performance of the underlying index beyond the 10.00% buffer amount.
Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Summary Risk Factors
An investment in the securities is significantly riskier than an investment
in conventional debt securities. The securities are subject to all of the risks associated with an investment in our conventional debt
securities that are guaranteed by Citigroup Inc., including the risk that we and Citigroup Inc. may default on our obligations under the
securities, and are also subject to risks associated with the underlying index. Accordingly, the securities are appropriate only for investors
who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors
as to the risks of an investment in the securities and the appropriateness of the securities in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment in the
securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-7 in the accompanying product
supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated
by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.
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You may lose up to 90.00% of your investment. Unlike conventional debt securities, the securities do not repay a fixed amount
of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying index. If the underlying
index depreciates by more than the buffer amount, you will lose 1% of the stated principal amount of the securities for every 1% by which
that depreciation exceeds the buffer amount.
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The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other amounts
prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.
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Your potential return on the securities is limited. Your potential total return on the
securities at maturity is limited to the maximum return at maturity of 22.00%, which is equivalent to a maximum return at maturity of
$2.20 per security and would result in a maximum payment at maturity of $12.20 per security.
Taking into account the leverage factor, any increase in the final index level over the initial index level by more than 11.00% will not
increase your return on the securities and will progressively reduce the effective amount of leverage provided by the securities.
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Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute the underlying
index. You will not have voting rights, rights to receive dividends or other distributions or any other rights with respect to the
stocks that constitute the underlying index. As of April 16, 2021, the average dividend yield of the underlying index was approximately
1.935% per year. While it is impossible to know the future dividend yield of the underlying index, if this average dividend yield were
to remain constant for the term of the securities, you would be forgoing an aggregate yield of approximately 4.90% (assuming no reinvestment
of dividends) by investing in the securities instead of investing directly in the stocks that constitute the underlying index or in another
investment linked to the underlying index that provides for a pass-through of dividends. The payment scenarios described in this pricing
supplement do not show any effect of lost dividend yield over the term of the securities.
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Your payment at maturity depends on the closing level of the underlying index on a single day. Because your payment at maturity
depends on the closing level of the underlying index solely on the valuation date, you are subject to the risk that the closing level
of the underlying index on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of
the securities. If you had invested in another instrument linked to the underlying index that you could sell for full value at a time
selected by you, or if the payment at maturity were based on an average of closing levels of the underlying index, you might have achieved
better returns.
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The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on
our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you
under the securities.
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The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The securities
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently
intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily
basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole discretion, taking into account
prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold at that
price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for
any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because it is likely
that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared
to hold the securities until maturity.
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Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging
the securities that are included in the issue price. These costs include (i) the selling concessions and structuring fees paid in connection
with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of
the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection
with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they
were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely
to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See
“The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.
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The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI derived
the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have
made discretionary judgments about the inputs to its models, such as the volatility of the underlying index, dividend yields on the stocks
that constitute the underlying index and interest rates. CGMI’s views on these inputs may differ from your or others’ views,
and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may
prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities
set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities
for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities.
Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.
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The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated
value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which
we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our secondary
market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any purchases of the securities
from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate,
rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs
associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity
needs and preferences. Our internal funding rate is not an interest rate that we will pay to investors in the securities, which do not
bear interest.
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Because there is not an active market for
traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of
traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the
securities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined
measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted
for discretionary factors such as CGMI’s preferences with respect to purchasing the securities prior to maturity.
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The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing
to buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of the securities
based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing
supplement, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market
rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition, any secondary
market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount
of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions.
As a result, it is likely that any secondary market price for the securities will be less than the issue price.
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The value of the securities prior to maturity will fluctuate based on many unpredictable
factors. The value of your securities prior to maturity will fluctuate based on the level and volatility of the underlying index and
a number of other factors, including the price and volatility of the stocks that constitute the underlying index, the dividend yields
on the stocks that constitute the underlying index, interest rates generally, the volatility of the exchange rate between the U.S. dollar
and the euro, the correlation between that exchange rate and the level of the underlying index, the time remaining to maturity and our
and/or Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate. Changes in the level of the underlying index
may not result in a comparable change in the value of your securities. You should understand that the value of your securities at any
time prior to maturity may be significantly less than the issue price.
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Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage
account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The
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Citigroup Global Markets Holdings Inc.
|
589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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amount of this temporary upward adjustment
will steadily decline to zero over the temporary adjustment period. See “Valuation of the Securities” in this pricing supplement.
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The underlying index is subject to risks associated with non-U.S. markets. Investments
in securities linked to the value of non-U.S. stocks involve risks associated with the securities markets in those countries, including
risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries.
Also, there is generally less publicly available information about companies in some of these jurisdictions than about U.S. companies
that are subject to the reporting requirements of the SEC. Further, non-U.S. companies are generally subject to accounting, auditing and
financial reporting standards and requirements and securities trading rules that are different from those applicable to U.S. reporting
companies. The prices of securities in foreign markets may be affected by political, economic, financial and social factors in those countries,
or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Moreover, the economies in
such countries may differ favorably or unfavorably from the economy of the United States in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resources and self-sufficiency.
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The underlying index performance will not be adjusted for changes in the exchange rate between
the euro and the U.S. dollar. The underlying index is composed of stocks traded in euro, the value of which may be subject to a high
degree of fluctuation relative to the U.S. dollar. However, the performance of the underlying index and the value of your securities will
not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of the securities, your
return on the securities will underperform an alternative investment that offers exposure to that appreciation in addition to the change
in the level of the underlying index.
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Our offering of the securities does not constitute a recommendation of the underlying index. The fact that we are offering
the securities does not mean that we believe that investing in an instrument linked to the underlying index is likely to achieve favorable
returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the
stocks that constitute the underlying index or in instruments related to the underlying index or such stocks and may publish research
or express opinions, that in each case are inconsistent with an investment linked to the underlying index. These and other activities
of our affiliates may affect the level of the underlying index in a way that has a negative impact on your interests as a holder of the
securities.
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The level of the underlying index may be adversely affected by our or our affiliates’ hedging and other trading activities.
We have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions directly in the
stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks and may adjust
such positions during the term of the securities. Our affiliates also trade the stocks that constitute the underlying index and other
financial instruments related to the underlying index or such stocks on a regular basis (taking long or short positions or both), for
their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities could
affect the level of the underlying index in a way that negatively affects the value of the securities. They could also result in substantial
returns for us or our affiliates while the value of the securities declines.
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We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.
Our affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute the underlying index,
including extending loans to, making equity investments in or providing advisory services to such issuers. In the course of this business,
we or our affiliates may acquire non-public information about such issuers, which we will not disclose to you. Moreover, if any of our
affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are available to them
without regard to your interests.
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The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If
certain events occur, such as market disruption events or the discontinuance of the underlying index, CGMI, as calculation agent, will
be required to make discretionary judgments that could significantly affect your payment at maturity. In making these judgments, the calculation
agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities.
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Adjustments to the underlying index may affect the value of your securities. STOXX Limited
(the “underlying index publisher”) may add, delete or substitute the stocks that constitute the underlying index or make other
methodological changes that could affect the level of the underlying index. The underlying index publisher may discontinue or suspend
calculation or publication of the underlying index at any time without regard to your interests as holders of the securities
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The U.S. federal tax consequences of an investment in the securities are
unclear. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan
to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment
of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts.
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
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Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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adversely affected. Moreover, future legislation,
Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.
If you are a non-U.S. investor, you should review the discussion
of withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.
You should read carefully the discussion
under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying
product supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your
tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Information
About the EURO STOXX 50® Index
The EURO STOXX 50®
Index is composed of 50 component stocks of market sector leaders from within the 20 EURO STOXX® Supersector indices, which
represent the Eurozone portion of the STOXX Europe 600® Supersector indices. The STOXX Europe 600® Supersector
indices contain the 600 largest stocks traded on the major exchanges of 18 European countries. The EURO STOXX 50® Index
is reported by Bloomberg L.P. under the ticker symbol “SX5E.”
STOXX Limited (“STOXX”)
and its licensors and CGMI have entered into a non-exclusive license agreement providing for the license to CGMI and its affiliates, in
exchange for a fee, of the right to use the EURO STOXX 50® Index, which is owned and published by STOXX, in connection
with certain financial instruments, including the securities. For more information, see “Equity Index Descriptions—The STOXX
Benchmark Indices—License Agreement” in the accompanying underlying supplement.
Please refer to the section “Equity
Index Descriptions—The STOXX Benchmark Indices” in the accompanying underlying supplement for important disclosures regarding
the EURO STOXX 50® Index.
Historical Information
The closing level of the underlying
index on April 16, 2021 was 4,032.99.
The graph below shows the closing
level of the underlying index for each day such level was available from January 3, 2011 to April 16, 2021. We obtained the closing levels
from Bloomberg L.P., without independent verification. You should not take the historical levels of the underlying index as an indication
of future performance.
EURO STOXX 50® Index – Historical Closing Levels
January 3, 2011 to April 16, 2021
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Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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United States Federal
Tax Considerations
You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and
“Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP, which
is based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal income tax purposes.
By purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to this treatment.
There is uncertainty regarding this treatment, and the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject to
the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal
income tax consequences should result under current law:
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You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or exchange.
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Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to the difference
between the amount realized and your tax basis in the security. Such gain or loss should be long-term capital gain or loss if you held
the security for more than one year.
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We do not plan to request a ruling from the IRS regarding the treatment
of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership
and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department
and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance.
Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences
of an investment in the securities, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative
tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and in “United
States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying
product supplement) of the securities, you generally should not be subject to U.S. federal withholding or income tax in respect of any
amount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively connected
with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S.
Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”) or indices that
include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic performance
of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However, the regulations,
as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2023 that do not have a “delta” of one.
Based on the terms of the securities and representations provided by us, 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).
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.
If withholding tax applies 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.
Citigroup Global Markets Holdings Inc.
|
589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Supplemental Plan
of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $0.30 for each $10.00 security
sold in this offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI, including Morgan Stanley Wealth
Management, and their financial advisors collectively a fixed selling concession of $0.25 for each $10.00 security they sell. In addition,
Morgan Stanley Wealth Management will receive a structuring fee of $0.05 for each security they sell.
CGMI is an affiliate of ours. Accordingly, this offering will conform
with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the
Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment discretion will
not be permitted to purchase the securities, either directly or indirectly, without the prior written consent of the client.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus
for additional information.
A portion of the net proceeds from the sale of the securities will be
used to hedge our obligations under the securities. We have hedged our obligations under the securities through CGMI or other of our affiliates.
CGMI or such other of our affiliates may profit from this hedging activity even if the value of the securities declines. This hedging
activity could affect the closing level of the underlying index and, therefore, the value of and your return on the securities. For additional
information on the ways in which our counterparties may hedge our obligations under the securities, see “Use of Proceeds and Hedging”
in the accompanying prospectus.
Valuation of the Securities
CGMI calculated the estimated value of the securities set forth on the
cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated
value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on
the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying
the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond component
using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary
derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on various
inputs, including the factors described under “Summary Risk Factors—The value of the securities prior to maturity will fluctuate
based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness.
These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.
For a period of approximately three months following issuance of the
securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated
for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one
or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined.
This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the
term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month
temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See “Summary Risk
Factors—The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
Validity
of the Securities
In the opinion of Davis Polk &
Wardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing supplement
have been executed and issued by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and
delivered against payment therefor, such securities and the related guarantee of Citigroup Inc. will be valid and binding obligations
of Citigroup Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided
that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above. This opinion is given as of the date of this pricing supplement and is limited to the laws of
the State of New York, except that such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the
securities.
In giving this opinion, Davis
Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinions set forth below of Alexia Breuvart, General Counsel
of Citigroup Global Markets Inc., and Barbara Politi, Assistant General Counsel—Capital Markets of Citigroup Inc. In addition, this
opinion is subject to the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated March 19, 2021, which has been filed
as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on March 19, 2021, that the indenture has been duly authorized,
executed and delivered by, and is a valid, binding and enforceable agreement of, the trustee and that none of
Citigroup Global Markets Holdings Inc.
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589,401 Buffered PLUS Based on the EURO STOXX 50® Index Due November 3, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
|
the terms of the securities nor
the issuance and delivery of the securities and the related guarantee, nor the compliance by Citigroup Global Markets Holdings Inc. and
Citigroup Inc. with the terms of the securities and the related guarantee respectively, will result in a violation of any provision of
any instrument or agreement then binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction
imposed by any court or governmental body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable.
In the opinion of Alexia Breuvart,
General Counsel of Citigroup Global Markets Inc., (i) the terms of the securities offered by this pricing supplement have been duly established
under the indenture and the Board of Directors (or a duly authorized committee thereof) of Citigroup Global Markets Holdings Inc. has
duly authorized the issuance and sale of such securities and such authorization has not been modified or rescinded; (ii) Citigroup Global
Markets Holdings Inc. is validly existing and in good standing under the laws of the State of New York; (iii) the indenture has been duly
authorized, executed and delivered by Citigroup Global Markets Holdings Inc.; and (iv) the execution and delivery of such indenture and
of the securities offered by this pricing supplement by Citigroup Global Markets Holdings Inc., and the performance by Citigroup Global
Markets Holdings Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation
or bylaws or other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the laws
of the State of New York.
Alexia Breuvart, or other internal
attorneys with whom she has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her
satisfaction, of such corporate records of Citigroup Global Markets Holdings Inc., certificates or documents as she has deemed appropriate
as a basis for the opinions expressed above. In such examination, she or such persons has assumed the legal capacity of all natural persons,
the genuineness of all signatures (other than those of officers of Citigroup Global Markets Holdings Inc.), the authenticity of all documents
submitted to her or such persons as originals, the conformity to original documents of all documents submitted to her or such persons
as certified or photostatic copies and the authenticity of the originals of such copies.
In the opinion of Barbara Politi,
Assistant General Counsel—Capital Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof)
of Citigroup Inc. has duly authorized the guarantee of such securities by Citigroup Inc. and such authorization has not been modified
or rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of the State of Delaware; (iii) the indenture
has been duly authorized, executed and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture, and the performance
by Citigroup Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation
or bylaws or other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the General
Corporation Law of the State of Delaware.
Barbara Politi, or other internal
attorneys with whom she has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her
satisfaction, of such corporate records of Citigroup Inc., certificates or documents as she has deemed appropriate as a basis for the
opinions expressed above. In such examination, she or such persons has assumed the legal capacity of all natural persons, the genuineness
of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all documents submitted to her or such persons
as originals, the conformity to original documents of all documents submitted to her or such persons as certified or photostatic copies
and the authenticity of the originals of such copies.
© 2021 Citigroup Global Markets Inc. All rights reserved. Citi
and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the
world.
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