Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-255302 and
333-255302-03
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Citigroup Global Markets Holdings Inc.
$4,203,000
Buffered S&P 500® Index-Linked
Notes due December 18, 2024
All Payments Due from Citigroup Global Markets
Holdings Inc.
Fully and Unconditionally Guaranteed by Citigroup
Inc.
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Unlike conventional debt securities, the notes
offered by this pricing supplement do not pay interest and do not repay a fixed amount of principal at maturity. The amount that you
will be paid on your notes on the maturity date (December 18, 2024) is based on the performance of the S&P 500® Index
(the “underlier”) as measured from the trade date (December 2, 2022) to and including the determination date (December 16,
2024). If the final underlier level on the determination date is greater than the initial underlier level of 4,071.70, the return on your
notes will be positive, subject to the maximum settlement amount of $1,300.20 for each $1,000 stated principal amount of your notes. If
the final underlier level declines from the initial underlier level by up to a buffer amount of 20.00%, you will receive the stated principal
amount of your notes. However, if the final underlier level declines from the initial underlier level by more than the 20.00% buffer
amount, the return on your notes will be negative and you will lose 1.25% of the stated principal amount of your notes for every 1% by
which that decline exceeds the 20.00% buffer amount. You could lose your entire investment in the notes. In exchange for the upside
participation and limited buffer features of the notes, you must be willing to forgo (i) any return in excess of the maximum return at
maturity of 30.02% (which results from the maximum settlement amount of $1,300.20 for each $1,000 stated principal amount of your notes),
(ii) any dividends paid on the stocks included in the underlier and (iii) interest on the notes.
To determine your payment at maturity, we will
calculate the underlier return, which is the percentage increase or decrease in the level of the underlier from the initial underlier
level (set on the trade date) to the final underlier level on the determination date. On the maturity date, for each $1,000 stated principal
amount note you then hold, you will receive an amount in cash equal to:
| · | if the underlier return is positive (the final underlier level is greater than the initial
underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation
rate of 200% times (c) the underlier return, subject to the maximum settlement amount; |
| · | if the underlier return is zero or negative but not below -20.00% (the final underlier
level is equal to or less than the initial underlier level but not by more than 20.00%), $1,000; or |
| · | if the underlier return is negative and is below -20.00% (the final underlier level is less
than the initial underlier level by more than 20.00%), the sum of (i) $1,000 plus (ii) the product of (a) 1.25
times (b) the sum of the underlier return plus 20.00% times (c) $1,000. This amount will be less than $1,000
and may be zero. |
The notes are unsecured senior debt securities
issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All payments on the notes 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 may not receive any amount due under the notes. The notes will not be listed on any securities exchange and
may have limited or no liquidity.
Investing in the notes involves risks not
associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-7.
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Issue Price(1) |
Underwriting Discount(2) |
Net Proceeds to Issuer |
Per Note: |
$1,000.00 |
– |
$1,000.00 |
Total: |
$4,203,000.00 |
– |
$4,203,000.00 |
(1) On the date of this pricing supplement, the
estimated value of the notes is $995.50 per note, which is less than the issue price. The
estimated value of the notes is based on proprietary pricing models of Citigroup Global Markets Inc. (“CGMI”) and our internal
funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any,
at which CGMI or any other person may be willing to buy the notes from you at any time after issuance. See “Valuation of the Notes”
in this pricing supplement.
(2) CGMI, an affiliate of the issuer, is the underwriter
for the offering of the notes and is acting as principal. For more information on the distribution of the notes, see “Summary Information—Key
Terms—Supplemental Plan of Distribution” in this pricing supplement. CGMI and its affiliates may profit from hedging activity
related to this offering, even if the value of the notes declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.
The notes are not bank deposits and are not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed
by, a bank.
The notes are part of the Medium-Term Senior Notes,
Series N of Citigroup Global Markets Holdings Inc. This pricing supplement is a supplement to the documents listed below and should be
read together with such documents, which are available at the following hyperlinks:
Citigroup Global Markets Inc.
Pricing Supplement No. 2022—USNCH15192 dated
December 2, 2022
The issue price, underwriting discount and net
proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement,
at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive
or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
CGMI may use this pricing supplement in the initial
sale of the notes. In addition, CGMI or any other affiliate of Citigroup Inc. may use this pricing supplement in a market-making transaction
in a note after its initial sale.
SUMMARY INFORMATION
The terms of the notes are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect your payment at maturity, such as market disruption events and other events affecting the underlier. 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 underlier that are not repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in connection with your investment in the notes. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement. References to “securities” in the accompanying product supplement include the notes. |
Key Terms
Issuer: Citigroup Global Markets Holdings Inc., a wholly owned
subsidiary of Citigroup Inc.
Guarantee: all payments due on the notes are fully and unconditionally
guaranteed by Citigroup Inc.
Underlier: the S&P 500® Index (ticker symbol:
“SPX”), as maintained by S&P Dow Jones Indices LLC (the “underlier sponsor”). The underlier is referred to
as the “underlying index” and the underlier sponsor is referred to as the “underlying index publisher” in the
accompanying product supplement.
Stated principal amount: each note will have a stated principal
amount of $1,000; $4,203,000 in the aggregate for all the offered notes
Purchase at amount other than the stated principal amount: the
amount we will pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes,
so if you acquire notes at a premium (or discount) to the stated principal amount and hold them to the stated maturity date, it could
affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been
had you purchased the notes at the stated principal amount. Also, the stated buffer level would not offer the same measure of protection
to your investment as would be the case if you had purchased the notes at the stated principal amount. Additionally, the cap level would
be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Summary Risk
Factors — If You Purchase Your Notes at a Premium to the Stated Principal Amount, the Return on Your Investment Will Be Lower Than
the Return on Notes Purchased at the Stated Principal Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected”
on page PS-10 of this pricing supplement
Cash settlement amount (paid on the maturity date): on the maturity
date, for each $1,000 stated principal amount of notes you then hold, we will pay you an amount in cash equal to:
| · | if the final underlier level is greater than or equal to the cap level, the maximum settlement
amount; |
| · | if the final underlier level is greater than the initial underlier level but less than the
cap level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate
times (c) the underlier return; |
| · | if the final underlier level is equal to or less than the initial underlier level but greater
than or equal to the buffer level, $1,000; or |
| · | if the final underlier level is less than the buffer level, the sum of (i) $1,000 plus
(ii) the product of (a) the buffer rate times (b) the sum of the underlier return plus the buffer amount times
(c) $1,000 |
Initial underlier level: 4,071.70
Final underlier level: the closing level of the underlier on
the determination date, except in the limited circumstances described under “Description of the Securities — Certain Additional
Terms for Securities Linked to an Underlying Index — Discontinuance or Material Modification of an Underlying Index” on page
EA-40 of the accompanying product supplement and subject to adjustment as provided under “Description of the Securities —
Certain Additional Terms for Securities Linked to an Underlying Index — Determining the Closing Level” on page EA-37 of the
accompanying product supplement and “Description of the Securities — Consequences of a Market Disruption Event; Postponement
of a Valuation Date” on pages EA-22 and EA-23 of the accompanying product supplement.
Underlier return: the quotient of (i) the final underlier level
minus the initial underlier level divided by (ii) the initial underlier level, expressed as a positive or negative percentage
Upside participation rate: 200.00%
Cap level: 115.01% of the initial underlier level
Maximum settlement amount: $1,300.20 per $1,000 stated principal
amount note
Buffer level: 80.00% of the initial underlier level
Buffer amount: 20.00%
Buffer rate: the quotient of the initial underlier level
divided by the buffer level, which equals 125.00%
Trade date: December 2, 2022. The trade date is referred to as
the “pricing date” in the accompanying product supplement.
Original issue date (settlement date): December 9, 2022. See
“Supplemental plan of distribution” below for additional information.
Determination date: December 16, 2024. The determination date
is referred to as the “valuation date” in the accompanying product supplement and is subject to postponement if such date
is not a scheduled trading day or if certain market disruption events occur, as described under “Description of the Securities —
Consequences of a Market Disruption Event; Postponement of a Valuation Date” on pages EA-22 and EA-23 of the accompanying product
supplement.
Maturity date: December 18, 2024
No interest: the notes will not bear interest
No listing: the notes will not be listed on any securities exchange
or interdealer quotation system
No redemption: the notes will not be subject to redemption before
maturity
Business day: as described under “Description of the Securities
— General” on page EA-24 in the accompanying product supplement.
Scheduled trading day: as described under “Description
of the Securities — Certain Additional Terms for Securities Linked to an Underlying Index — Definitions of Market Disruption
Event and Scheduled Trading Day and Related Definitions” on page EA-37 of the accompanying product supplement.
Supplemental plan of distribution: Citigroup
Global Markets Holdings Inc. expects to sell to CGMI, and CGMI expects to purchase from Citigroup Global Markets Holdings Inc., the aggregate
stated principal amount of the offered notes specified on the front cover of this pricing supplement. CGMI proposes initially to offer
the notes to the public and to certain unaffiliated securities dealers at the issue price set forth on the cover page of this pricing
supplement. CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the notes declines.
See “Use of Proceeds and Hedging” in the accompanying prospectus.
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 notes, either directly or indirectly, without the prior written consent of the client.
Secondary market sales of securities typically settle two business days
after the date on which the parties agree to the sale. Because the settlement date for the notes is more than two business days after
the trade date, investors who wish to sell the notes at any time prior to the second business day preceding the original issue date will
be required to specify an alternative settlement date for the secondary market sale to prevent a failed settlement. Investors should consult
their own investment advisors in this regard.
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 notes will be used
to hedge our obligations under the notes. We have hedged our obligations under the notes through CGMI or other of our affiliates, or through
a dealer participating in this offering or its affiliates. CGMI or such other of our affiliates or such dealer or its affiliates may profit
from this hedging activity even if the value of the notes declines. This hedging activity could affect the closing level of the underlier
and, therefore, the value of and your return on the notes. For additional information on the ways in which our counterparties may hedge
our obligations under the notes, see “Use of Proceeds and Hedging” in the accompanying prospectus.
ERISA: as described under “Benefit Plan Investor Considerations”
on pages EA-56 and EA-57 in the accompanying product supplement.
Calculation Agent: CGMI
CUSIP: 17330YW71
ISIN: US17330YW717
HYPOTHETICAL EXAMPLES
The table and chart below are provided for purposes of illustration
only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact
that various hypothetical underlier levels on the determination date could have on the cash settlement amount at maturity.
The table and chart below are based on a range of final underlier levels
that are entirely hypothetical; no one can predict what the underlier level will be on any day throughout the life of your notes, and
no one can predict what the final underlier level will be on the determination date. The underlier has been highly volatile in the past
— meaning that the underlier level has changed considerably in relatively short periods — and its performance cannot be predicted
for any future period. Investors in the notes will not receive any dividends on the stocks that constitute the underlier. The table and
chart below do not show any effect of lost dividend yield over the term of the notes. See “Summary Risk Factors—Investing
in the Notes Is Not Equivalent to Investing in the Underlier or the Stocks that Constitute the Underlier” below.
The information in the table and chart below reflects hypothetical returns
on the notes assuming that they are purchased on the original issue date at the stated principal amount and held to the maturity date.
If you sell your notes in a secondary market prior to the maturity date, your return will depend upon the value of your notes at the time
of sale, which may be affected by a number of factors that are not reflected in the table or chart below such as interest rates, the volatility
of the underlier and our and Citigroup Inc.’s creditworthiness. Please read “Summary Risk Factors—The Value of the Notes
Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors” in this pricing supplement. It is likely that any secondary
market price for the notes will be less than the issue price.
The information in the table and chart also reflects the key terms and
assumptions in the box below.
Key Terms and Assumptions |
Stated principal amount |
$1,000 |
Cap level |
115.01% of the initial underlier level |
Maximum settlement amount |
$1,300.20 per $1,000 stated principal amount note |
Buffer level |
80.00% of the initial underlier level |
Buffer rate |
125.00% |
Buffer amount |
20.00% |
Upside participation rate: |
200.00% |
Neither a market disruption event nor a non-scheduled trading day occurs
on the originally scheduled determination date
No change in or affecting any of the stocks comprising the underlier
or the method by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at the stated principal amount
and held to the stated maturity date
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The actual performance of the underlier over the life of your notes,
as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical
underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier during recent
periods, see “The Underlier — Historical Closing Levels of the Underlier” below.
The levels in the left column of the table below represent hypothetical
final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the
hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level (expressed as a percentage of the
initial underlier level), and are expressed as percentages of the stated principal amount of a note (rounded to the nearest one-thousandth
of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver
for each $1,000 of the outstanding stated principal amount of the notes on the maturity date would equal 100.000% of the stated principal
amount of a note, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level)
and the assumptions noted above.
Hypothetical Final Underlier Level (as Percentage of Initial Underlier Level) |
Hypothetical Cash Settlement Amount (as Percentage of Stated Principal Amount) |
200.000% |
130.020% |
175.000% |
130.020% |
150.000% |
130.020% |
115.010% |
130.020% |
110.000% |
120.000% |
105.000% |
110.000% |
100.000% |
100.000% |
95.000% |
100.000% |
80.000% |
100.000% |
75.000% |
93.750% |
50.000% |
62.500% |
25.000% |
31.250% |
0.000% |
0.000% |
If, for example, the final underlier level were determined to be 25.000%
of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be 31.250% of the stated
principal amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the
stated principal amount and held them to the maturity date, you would lose 68.750% of your investment. In addition, if the final underlier
level were determined to be 150.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at
maturity would be capped at the maximum settlement amount (expressed as a percentage of the stated principal amount), or 130.020% of each
$1,000 stated principal amount of your notes, as shown in the table above. As a result, you would not benefit from any increase in the
final underlier level over 115.010% of the initial underlier level.
The table above demonstrates the diminishing benefit of the buffer feature
of the notes the lower the final underlier level. For example, if the final underlier level were determined to be 75.000% of the initial
underlier level, the cash settlement amount that we would deliver on your notes at maturity would be 93.750% of the stated principal amount
of your notes, resulting in an effective buffer (i.e., the difference between the underlier return and your return on the notes) of 18.750%.
However, if the final underlier level were determined to be 50.000% of the initial underlier level, the cash settlement amount that we
would deliver on your notes at maturity would be 62.500% of the stated principal amount of your notes, resulting in an effective buffer
of only 12.500%. The lower the final underlier level, the lower the effective buffer provided by the notes will be.
The following chart also shows a graphical illustration of the hypothetical
cash settlement amounts that we would pay on your notes on the maturity date, if the final underlier level (expressed as a percentage
of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The chart shows that any hypothetical
final underlier level (expressed as a percentage of the initial underlier level) of less than 80.000% (the section left of the 80.000%
marker on the horizontal axis) would result in a hypothetical cash settlement amount of less than 100.000% of the stated principal amount
of your notes (the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the
notes. The chart also shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of
greater than or equal to 115.010% (the section right of the 115.010% marker on the horizontal axis) would result in a capped return on
your investment.
The cash settlement amounts shown above are entirely hypothetical; they
are based on levels of the underlier that may not be achieved on the determination date. The actual cash settlement amount you receive
on the maturity date may bear little relation to the hypothetical cash settlement amounts shown above, and these amounts should not be
viewed as an indication of the financial return on an investment in the notes. The actual market value of your notes on the stated maturity
date or at any other time, including any time you may wish to sell your notes, may bear little relation to the hypothetical cash settlement
amounts shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes.
The hypothetical cash settlement amounts on notes held to the stated maturity date in the examples above assume you purchased your notes
at their stated principal amount and have not been adjusted to reflect the actual issue price you pay for your notes. The return on your
investment (whether positive or negative) in your notes will be affected by the amount you pay for your notes. If you purchase your notes
for a price other than the stated principal amount, the return on your investment will differ from, and may be significantly lower than,
the hypothetical returns suggested by the above examples. Please read “Summary Risk Factors — The Value of the Notes Prior
to Maturity Will Fluctuate Based on Many Unpredictable Factors” beginning on page PS-9 of this pricing supplement.
We cannot predict the actual final underlier level or what the value of your notes will be on any particular day, nor can we predict the relationship between the underlier level and the value of your notes at any time prior to the maturity date. The actual amount that you will receive, if any, at maturity and the return on the notes will depend on the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the maturity date may be very different from the information reflected in the table and chart above. |
SUMMARY RISK FACTORS
An investment in the notes is significantly riskier than an investment
in conventional debt securities. The notes are subject to all of the risks associated with an investment in our conventional debt securities
(guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the notes, and are
also subject to risks associated with the underlier. Accordingly, the notes are suitable only for investors who are capable of understanding
the complexities and risks of the notes. You should consult your own financial, tax and legal advisors as to the risks of an investment
in the notes and the suitability of the notes in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the notes. You should read this summary together with the more detailed description of risks relating to an investment in the notes
contained in the section “Risk Factors Relating to the 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 Some or All of Your Investment
Unlike conventional debt securities, the notes do not repay a fixed
amount of principal at maturity. Instead, your payment at maturity will depend on the performance of the underlier. If the underlier depreciates
by more than the buffer amount, you will receive less than the stated principal amount of your notes at maturity. You should understand
that any depreciation of the underlier beyond the buffer amount will result in a loss of more than 1% of the stated principal amount for
each 1% by which the depreciation exceeds the buffer amount, which will progressively offset any protection that the buffer amount would
offer. Accordingly, the lower the final underlier level, the less benefit you will receive from the buffer. There is no minimum payment
at maturity, and you may lose up to all of your investment.
The Notes Do Not Pay Interest
Unlike conventional debt securities, the notes do not pay interest or
any other amounts prior to maturity. You should not invest in the notes if you seek current income during the term of the notes.
Your Potential Return On the Notes Is Limited
Your potential total return on the notes at maturity is limited by the
maximum settlement amount. Any increase in the final underlier level over the cap level will not increase your return on the notes and
will progressively reduce the effective degree of your participation in the appreciation of the underlier.
Investing in the Notes Is Not Equivalent to
Investing in the Underlier or the Stocks that Constitute the Underlier
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 underlier. The payment scenarios described in this pricing
supplement do not show any effect of lost dividend yield over the term of the notes.
Your Payment at Maturity Depends on the Closing
Level of the Underlier on a Single Day
Because your payment at maturity depends on the closing level of the
underlier solely on the determination date, you are subject to the risk that the closing level of the underlier on that day may be lower,
and possibly significantly lower, than on one or more other dates during the term of the notes. If you had invested in another instrument
linked to the underlier 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 underlier, you might have achieved better returns.
The Notes Are Subject to the Credit Risk of
Citigroup Global Markets Holdings Inc. and Citigroup Inc.
If we default on our obligations under the notes and Citigroup Inc.
defaults on its guarantee obligations, you may not receive anything owed to you under the notes.
The Notes Will Not Be Listed on Any Securities
Exchange and You May Not Be Able to Sell Them Prior to Maturity
The notes will not be listed on any securities exchange. Therefore,
there may be little or no secondary market for the notes. CGMI currently intends to make a secondary market in relation to the notes and
to provide an indicative bid price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined
in CGMI’s sole discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation
by CGMI that the notes can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid
prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market
at all for the notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your notes prior to maturity.
Accordingly, an investor must be prepared to hold the notes until maturity.
The Estimated Value of the Notes on the Trade
Date, Based on CGMI’s Proprietary Pricing Models and Our Internal Funding Rate, Is Less than the Issue Price
The difference is attributable
to certain costs associated with selling, structuring and hedging the notes that are included in the issue price. These costs include
(i) hedging and other costs incurred by us and our affiliates in
connection with the offering of
the notes and (ii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection
with hedging our obligations under the notes. These costs also include a fee paid to SIMON Markets LLC, an electronic platform in which
an affiliate of Goldman Sachs & Co. LLC, who is acting as a dealer in connection with the distribution of the notes, holds an indirect
minority equity interest. These costs adversely affect the economic terms of the notes because, if they were lower, the economic terms
of the notes would be more favorable to you. The economic terms of the notes are also likely to be adversely affected by the use of our
internal funding rate, rather than our secondary market rate, to price the notes. See “The Estimated Value of the Notes Would Be
Lower if It Were Calculated Based on Our Secondary Market Rate” below.
The Estimated Value of the Notes Was Determined
for Us by Our Affiliate Using Proprietary Pricing Models
CGMI derived the estimated value disclosed on the cover page of this
pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its
models, such as the volatility of the underlier, dividend yields on the stocks that constitute the underlier and interest rates. CGMI’s
views on these inputs may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests may
conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the
value of the notes. Moreover, the estimated value of the notes set forth on the cover page of this pricing supplement may differ from
the value that we or our affiliates may determine for the notes for other purposes, including for accounting purposes. You should not
invest in the notes because of the estimated value of the notes. Instead, you should be willing to hold the notes to maturity irrespective
of the initial estimated value.
The Estimated Value of the Notes Would Be Lower
if It Were Calculated Based on Our Secondary Market Rate
The estimated value of the notes included in this pricing supplement
is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance of the
notes. Our internal funding rate is generally lower than our secondary market rate, which is the rate that CGMI will use in determining
the value of the notes for purposes of any purchases of the notes from you in the secondary market. If the estimated value included in
this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine
our internal funding rate based on factors such as the costs associated with the notes, which are generally higher than the costs associated
with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we
will pay to investors in the notes, which do not bear interest.
Because there is not an active market for traded instruments referencing
our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments referencing
the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the notes, but subject to adjustments
that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness,
but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted for discretionary factors
such as CGMI’s preferences with respect to purchasing the notes prior to maturity.
The Estimated Value of the Notes Is Not an
Indication of the Price, if Any, at Which CGMI or Any Other Person May Be Willing to Buy the Notes From You in the Secondary Market
Any such secondary market price will fluctuate over the term of the
notes based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing
supplement, any value of the notes determined for purposes of a secondary market transaction will be based on our secondary market rate,
which will likely result in a lower value for the notes than if our internal funding rate were used. In addition, any secondary market
price for the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the notes
to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it
is likely that any secondary market price for the notes will be less than the issue price.
The Value of the Notes Prior to Maturity Will
Fluctuate Based on Many Unpredictable Factors
The value of your notes prior to maturity will fluctuate based on the
level and volatility of the underlier and a number of other factors, including the price and volatility of the stocks that constitute
the underlier, the dividend yields on the stocks that constitute the underlier, interest rates generally, the time remaining to maturity
and our and Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate. Changes in the level of the underlier
may not result in a comparable change in the value of your notes. You should understand that the value of your notes at any time prior
to maturity may be significantly less than the issue price.
If the Level of the Underlier Changes, the
Market Value of Your Notes May Not Change in the Same Manner
Your notes may trade quite differently from the performance of the underlier.
Changes in the level of the underlier may not result in a comparable change in the market value of your notes. We discuss some of the
reasons for this disparity under “— The Value of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable Factors”
above.
Immediately Following Issuance, Any Secondary
Market Bid Price Provided by CGMI, and the Value That Will Be Indicated on Any Brokerage Account Statements Prepared by CGMI or Its Affiliates,
Will Reflect a Temporary Upward Adjustment
The amount of this temporary upward adjustment will steadily decline
to zero over the temporary adjustment period. See “Valuation of the Notes” in this pricing supplement.
Our Offering of the Notes Does Not Constitute
a Recommendation of the Underlier
The fact that we are offering the notes does not mean that we believe
that investing in an instrument linked to the underlier 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 underlier or in instruments
related to the underlier or such stocks and may publish research or express opinions, that in each case are inconsistent with an investment
linked to the underlier. These and other activities of our affiliates may affect the level of the underlier in a way that has a negative
impact on your interests as a holder of the notes.
The Level of the Underlier May Be Adversely
Affected by Our or Our Affiliates’ Hedging and Other Trading Activities
We have hedged our obligations under the notes through CGMI or other
of our affiliates, or through a dealer participating in this offering or its affiliates, who have taken positions directly in the stocks
that constitute the underlier and other financial instruments related to the underlier or such stocks and may adjust such positions during
the term of the notes. Our affiliates also trade the stocks that constitute the underlier and other financial instruments related to the
underlier 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. Any dealer participating in the offering of the notes or its affiliates
may engage in similar activities. These activities could affect the level of the underlier in a way that negatively affects the value
of the notes. They could also result in substantial returns for us or our affiliates or any dealer or its affiliates while the value of
the notes declines. If the dealer from which you purchase notes is to conduct hedging activities for us in connection with the notes,
that dealer may profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation that
the dealer receives for the sale of the notes to you. You should be aware that the potential to earn fees in connection with hedging activities
may create a further incentive for the dealer to sell the notes to you in addition to the compensation they would receive for the sale
of the notes.
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 underlier, 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. Any dealer participating in the offering
of the notes or its affiliates may engage in similar activities.
The Calculation Agent, Which Is an Affiliate
of Ours, Will Make Important Determinations With Respect to the Notes
If certain events occur, such as market disruption events or the discontinuance
of the underlier, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your payment
at maturity. In making these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests
as a holder of the notes.
Adjustments to the Underlier May Affect the
Value of Your Notes
The underlier sponsor may add, delete or substitute the stocks that
constitute the underlier or make other methodological changes that could affect the level of the underlier. The underlier sponsor may
discontinue or suspend calculation or publication of the underlier at any time without regard to your interests as holders of the notes.
We May Sell an Additional Aggregate Stated
Principal Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate stated
principal amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent sale may
differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.
If You Purchase Your Notes at a Premium to
the Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Stated Principal Amount
and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
The cash settlement amount will not be adjusted based on the issue price
you pay for the notes. If you purchase notes at a price that differs from the stated principal amount of the notes, then the return on
your investment in such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes
purchased at the stated principal amount. If you purchase your notes at a premium to the stated principal amount and hold them to the
stated maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at
the stated principal amount or a discount to the stated principal amount. In addition, the impact of the buffer level and the cap level
on the return on your investment will depend upon the price you pay for your notes relative to the stated principal amount. For example,
if you purchase your notes at a premium to the stated principal amount, the cap level will only permit a lower percentage increase in
your investment in the notes than would have been the case for notes purchased at the stated principal amount or a discount to the stated
principal amount. Similarly, the buffer level, while still providing some protection for the return on the notes, will allow a greater
percentage decrease in your investment in the notes than would have been the case for notes purchased at the stated principal amount or
a discount to the stated principal amount.
The U.S. Federal Tax Consequences of an Investment
in the Notes Are Unclear
There is no direct legal authority regarding the proper U.S. federal
tax treatment of the notes, 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 notes are uncertain, and the IRS or a court might not agree with
the treatment of the notes as prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the notes,
the tax consequences of the ownership and disposition of the notes 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 notes, 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 notes, as well as tax consequences arising under the laws of any state,
local or non-U.S. taxing jurisdiction.
THE UNDERLIER
The S&P 500® Index consists of common
stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. The
S&P 500® Index is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500® Index
is reported by Bloomberg L.P. under the ticker symbol “SPX.”
“Standard & Poor’s,” “S&P”
and “S&P 500®” are trademarks of Standard & Poor’s Financial Services LLC and have been licensed
for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—The S&P U.S. Indices—License
Agreement” in the accompanying underlying supplement.
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.
Additional information is available on the underlier sponsor’s website (including information regarding (i) the underlier’s
top ten constituents and (ii) the underlier’s sector weightings). We are not incorporating by reference the website or any material
it includes in this document. Neither the issuer nor CGMI makes any representation that such publicly available information regarding
the underlier is accurate or complete.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and may,
in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier during
the period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the life
of your notes.
You should not take the historical levels of the underlier as an
indication of the future performance of the underlier. We cannot give you any assurance that the future performance of the underlier
will result in your receiving an amount greater than the stated principal amount of your notes on the maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the underlier. The actual performance of the underlier over the life of the notes, as well as the cash settlement
amount, may bear little relation to the historical levels shown below.
The graph below shows the closing level of the underlier for each day
such level was available from January 3, 2017 to December 2, 2022. We obtained the closing levels from Bloomberg L.P., without independent
verification.
The closing level of the underlier on December 2, 2022 was 4,071.70.
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 note should be treated as a prepaid forward contract for U.S. federal income tax purposes. By
purchasing a note, 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 notes 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:
| · | You should not recognize taxable income over the term of the notes prior to
maturity, other than pursuant to a sale or exchange. |
| · | Upon a sale or exchange of a note (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 note. Such gain or
loss should be long-term capital gain or loss if you held the note for more than one year. |
We do not plan to request a ruling from the IRS regarding the treatment
of the notes. An alternative characterization of the notes could materially and adversely affect the tax consequences of ownership and
disposition of the notes, 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 notes, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative tax treatments of the
notes 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 notes, 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 notes, provided that (i) income in respect of the notes is not effectively connected with your conduct
of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.
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 notes and representations provided by us, our counsel is of the opinion that the notes should not be treated
as transactions that have a “delta” of one within the meaning of the regulations with respect to any U.S. Underlying Equity
and, therefore, should not be subject to withholding tax under Section 871(m).
A determination that the notes are not subject to Section 871(m) is
not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application may depend
on your particular circumstances, including your other transactions. You should consult your tax adviser regarding the potential application
of Section 871(m) to the notes.
If withholding tax applies to the notes, we will not be required to
pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States Federal
Tax Considerations” in the accompanying 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 notes.
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 notes and any tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.
VALUATION OF THE NOTES
CGMI calculated the estimated value of the notes set forth on the cover
page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated value
for the notes by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the notes,
which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying the economic
terms of the notes (the “derivative component”). CGMI calculated the estimated value of the bond component using a discount
rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing
model, which generated a theoretical price for the instruments that constitute the derivative component based on various inputs, including
the factors described under “Summary Risk Factors—The Value of the Notes Prior to Maturity Will Fluctuate Based on Many Unpredictable
Factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable
or may be based on assumptions made by CGMI in its discretionary judgment.
For a period of approximately three months following issuance of the
notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the
notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial
information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary
upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes.
The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See “Summary Risk Factors — The Notes
Will Not Be Listed on Any Securities Exchange and You May Not Be Able to Sell Them Prior to Maturity.”
VALIDITY
OF THE NOTES
In the opinion of Davis Polk &
Wardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the notes offered by this pricing supplement
have been executed and issued by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and
delivered against payment therefor, such notes and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup
Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles
of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that
such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law
on the conclusions expressed above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the
State of New York, except that such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the notes.
In giving this opinion, Davis
Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinions set forth below of Alexia Breuvart, Secretary and
General Counsel of Citigroup Global Markets Holdings Inc., and Barbara Politi, Associate General Counsel—Capital Markets of Citigroup
Inc. In addition, this opinion is subject to the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated May 11, 2021,
which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on May 11, 2021, that the indenture has been
duly authorized, executed and delivered by, and is a valid, binding and enforceable agreement of, the trustee and that none of the terms
of the notes nor the issuance and delivery of the notes and the related guarantee, nor the compliance by Citigroup Global Markets Holdings
Inc. and Citigroup Inc. with the terms of the notes and the related guarantee respectively, will result in a violation of any provision
of any instrument or agreement then binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction
imposed by any court or governmental body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable.
In the opinion of Alexia Breuvart,
Secretary and General Counsel of Citigroup Global Markets Holdings Inc., (i) the terms of the notes offered by this pricing supplement
have been duly established under the indenture and the Board of Directors (or a duly authorized committee thereof) of Citigroup Global
Markets Holdings Inc. has duly authorized the issuance and sale of such notes and such authorization has not been modified or rescinded;
(ii) Citigroup Global Markets Holdings Inc. is validly existing and in good standing under the laws of the State of New York; (iii) the
indenture has been duly authorized, executed and delivered by Citigroup Global Markets Holdings Inc.; and (iv) the execution and delivery
of such indenture and of the notes offered by this pricing supplement by Citigroup Global Markets Holdings Inc., and the performance by
Citigroup Global Markets Holdings Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate
of incorporation or bylaws or other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited
to the laws of the State of New York.
Alexia Breuvart, or other internal
attorneys with whom she has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her
satisfaction, of such corporate records of Citigroup Global Markets Holdings Inc., certificates or documents as she has deemed appropriate
as a basis for the opinions expressed above. In such examination, she or such persons has assumed the legal capacity of all natural persons,
the genuineness of all signatures (other than those of officers of Citigroup Global Markets Holdings Inc.), the authenticity of all documents
submitted to her or such persons as originals, the conformity to original documents of all documents submitted to her or such persons
as certified or photostatic copies and the authenticity of the originals of such copies.
In the opinion of Barbara Politi,
Associate General Counsel—Capital Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof)
of Citigroup Inc. has duly authorized the guarantee of such notes by Citigroup Inc. and such authorization has not been modified or rescinded;
(ii) Citigroup Inc. is validly existing and in good standing under the laws of the State of Delaware; (iii) the indenture has been duly
authorized, executed and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture, and the performance by Citigroup
Inc. of its obligations
thereunder, are within its corporate
powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given as of the
date of this pricing supplement and is limited to the General Corporation Law of the State of Delaware.
Barbara Politi, or other internal
attorneys with whom she has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her
satisfaction, of such corporate records of Citigroup Inc., certificates or documents as she has deemed appropriate as a basis for the
opinions expressed above. In such examination, she or such persons has assumed the legal capacity of all natural persons, the genuineness
of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all documents submitted to her or such persons
as originals, the conformity to original documents of all documents submitted to her or such persons as certified or photostatic copies
and the authenticity of the originals of such copies.
© 2022 Citigroup Global Markets Inc. All rights
reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered
throughout the world.
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