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Filed Pursuant
to Rule 424(b)(2)
Registration
Statement Nos. 333-224495 and 333-224495-03
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Citigroup Global Markets Holdings Inc.
$7,000,000
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EURO STOXX 50® Index-Linked
Notes due December 2, 2022
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 2, 2022) is based on the performance of the EURO STOXX 50® Index
(the “underlier”) as measured from the trade date to and including the determination date (November 30, 2022). If the final
underlier level on the determination date is greater than the initial underlier level of 3,974.74, the return on your notes will be positive.
However, if the final underlier level declines from the initial underlier level, the return on your notes will be negative and you
will lose 1% of the stated principal amount of your notes for every 1% of that decline. You could lose your entire investment in the notes.
In exchange for the upside participation feature of the notes, you must be willing to forgo (i) any dividends paid on the stocks included
in the underlier and (ii) 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:
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·
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if the underlier return is zero or positive (the final underlier level is equal to or 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 154% times (c) the underlier return; or
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·
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if the underlier return is negative (the final underlier level is less than the initial
underlier level), the sum of (i) $1,000 plus (ii) the product of (a) the underlier return times (b) $1,000.
This amount will be less than $1,000 and may be zero.
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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-8.
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Issue Price(1)
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Underwriting Discount(2)
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Net Proceeds to Issuer
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Per Note:
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$1,000.00*
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$15.10
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$984.90
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Total:
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$7,000,000.00
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$105,700.00
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$6,894,300.00
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(1) On the date of
this pricing supplement, the estimated value of the notes is $984.30 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. The total underwriting discount in the table
above assumes that the underwriter receives an underwriting discount for each note sold in this offering. For more information on the
distribution of the notes, see “Summary Information—Key Terms—Supplemental Plan of Distribution” in this pricing
supplement. In addition to the underwriting discount, 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.
* The issue price
will be $984.90 for investors in certain fee-based advisory accounts, reflecting a foregone underwriting discount with respect to such
notes. Please see “Supplemental plan of distribution” on page PS-4 of this pricing supplement.
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. 2021—USNCH7465 dated
April 30, 2021
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.
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EURO STOXX 50® Index-Linked Notes due December 2, 2022
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INVESTMENT THESIS
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· For
investors who seek modified exposure to the performance of the underlier, with the opportunity to participate on a leveraged basis in
any potential appreciation of the underlier.
· In
exchange for the leveraged upside exposure, investors must be willing to forgo (i) any dividends that may be paid on the stocks included
in the underlier and (ii) interest on the notes. Investors must also be willing to lose some, and up to all, of their investment in the
notes if the underlier depreciates from the initial underlier level.
· Investors
must be willing to accept the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and an investment that may have
limited or no liquidity.
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DETERMINING THE CASH SETTLEMENT AMOUNT
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At maturity, for each $1,000 stated principal amount note you then hold,
you will receive (as a percentage of the stated principal amount):
· If
the final underlier level is equal to or above 100.00% of the initial underlier level: 100.00% plus the product of the upside
participation rate of 154.00% times the underlier return
· If
the final underlier level is below 100.00% of the initial underlier level: 100.00% minus 1.00% for every 1.00% that the underlier has
declined below the initial underlier level
If the final underlier level declines from the initial underlier
level, the return on the notes will be negative and you could lose your entire investment in the notes.
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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 notes are fully and unconditionally guaranteed by Citigroup Inc.
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Underlier:
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The EURO STOXX 50® Index (ticker symbol: “SX5E”)
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Stated Principal Amount:
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$7,000,000 in the aggregate; each note will have a stated principal amount equal to $1,000
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Trade Date:
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April 30, 2021
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Settlement Date:
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May 7, 2021. See “Supplemental plan of distribution” on page PS-4 in this pricing supplement for additional information.
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Determination Date:
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November 30, 2022. The determination date is 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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December 2, 2022
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Initial Underlier Level:
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3,974.74
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Final Underlier Level:
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The closing level of the underlier on the determination date
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Underlier Return:
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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
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Upside Participation Rate:
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154.00%
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CUSIP/ISIN:
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17329FQ49 / US17329FQ496
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HYPOTHETICAL
PAYMENT AT MATURITY
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Hypothetical
Final Underlier Level (as % of Initial Underlier Level)
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Hypothetical
Cash Settlement Amount (as % of Stated Principal Amount)
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200.000%
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254.000%
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175.000%
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215.500%
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150.000%
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177.000%
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107.500%
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111.550%
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102.500%
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103.850%
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100.000%
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100.000%
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75.000%
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75.000%
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50.000%
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50.000%
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25.000%
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25.000%
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0.000%
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0.000%
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Please read the section titled “Summary Risk Factors” in
this pricing supplement as well as 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.
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.
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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 EURO STOXX 50® Index (ticker symbol:
“SX5E”), as maintained by STOXX Limited (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; $7,000,000 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. 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-11 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:
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·
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if the final underlier level is greater than or equal to the initial underlier 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; or
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·
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if the final underlier level is less than the initial underlier level, the sum of (i) $1,000
plus (ii) the product of (a) the underlier return times (b) $1,000.
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Initial underlier level: 3,974.74
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-39 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-36 of the
accompanying product supplement and “Description of the Securities — Consequences of a Market Disruption Event; Postponement
of a Valuation Date” on pages EA-21 and EA-22 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: 154.00%
Trade date: April 30, 2021. The trade date is referred to as
the “pricing date” in the accompanying product supplement.
Original issue date (settlement date): May 7, 2021. See “Supplemental
plan of distribution” below for additional information.
Determination date: November 30, 2022. 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-21 and EA-22 of the accompanying product
supplement.
Maturity date: December 2, 2022
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-20 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 at the issue price set forth on the cover page of this pricing supplement, and to certain unaffiliated securities dealers at such
price less a concession not in excess of 1.51% of the stated principal amount. The issue price for notes purchased by certain fee-based
advisory accounts will be 98.49% of the stated principal amount, which reflects a foregone underwriting discount with respect to such
notes (i.e., the underwriting discount specified on the cover of this pricing supplement with respect to such notes is 0.00%). In addition
to the underwriting discount, 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.
Prohibition of Sales to EEA Retail Investors
The notes may not be offered, sold or otherwise made available to any
retail investor in the European Economic Area. For the purposes of this provision:
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(a)
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the expression “retail investor” means a person who is one (or more) of the following:
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(i)
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a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
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(ii)
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a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or
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(iii)
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not a qualified investor as defined in Directive 2003/71/EC; and
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(b)
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the expression “offer” includes the communication in any form and by any means of sufficient information on the terms
of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes.
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ERISA: as described under “Benefit Plan Investor Considerations”
on pages EA-52 and EA-53 in the accompanying product supplement
Calculation Agent: CGMI
CUSIP: 17329FQ49
ISIN: US17329FQ496
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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•
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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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•
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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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•
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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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•
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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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•
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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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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
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Stated principal amount
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$1,000
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Upside Participation Rate
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154.00% of the initial underlier level
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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)
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Hypothetical Cash Settlement Amount (as Percentage of Stated Principal Amount)
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200.000%
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254.000%
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175.000%
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215.500%
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150.000%
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177.000%
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107.500%
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111.550%
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102.500%
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103.850%
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100.000%
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100.000%
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75.000%
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75.000%
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50.000%
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50.000%
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25.000%
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25.000%
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0.000%
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0.000%
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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 25.000% 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 75.000% of your investment.
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 100.000% 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 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” 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.
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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
below the initial underlier level, you will receive less than the stated principal amount of your notes at maturity. You should understand
that any depreciation of the underlier will result in a loss of 1% of the stated principal amount for each 1% by which the underlier depreciates
below the initial underlier level. 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.
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. As of April 30, 2021, the average dividend
yield of the stocks that constitute the underlier was approximately 1.979% per year. While it is impossible to know the future dividend
yield of the stocks that constitute the underlier, if this average dividend yield were to remain constant for the term of the notes, you
would be forgoing an aggregate yield of approximately 3.11% (assuming no reinvestment of dividends) by investing in the notes instead
of investing directly in the stocks that constitute the underlier or in another investment linked to the underlier 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 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) the selling concessions paid in connection
with the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the
notes and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with
hedging our obligations under the notes. These costs adversely affect the economic terms of the notes because, if
they were lower, the economic terms of the notes would be more favorable
to you. The economic terms of the notes are also likely to be adversely 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 volatility of the exchange
rate between the U.S. dollar and the euro, the correlation between that exchange rate and the level of the underlier, 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.
The Underlier 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.
The Underlier Performance Will Not Be Adjusted
for Changes in the Exchange Rate Between the Euro and the U.S. Dollar
The underlier 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 underlier and the value of
your notes will not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of the
notes, your return on the notes will underperform an alternative investment that offers exposure to that appreciation in addition to the
change in the level of the underlier.
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.
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
EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the 19 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 notes. 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—The EURO STOXX 50® Index”
in the accompanying underlying supplement for important disclosures regarding the underlier. In addition, information about the underlier
may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents
and the underlier sponsor’s website: .www.stoxx.com, (including information regarding (i) the
underlier’s top ten constituents and their respective weightings, (ii) the underlier’s sector weightings and (iii) the underlier’s
country weightings). We are not incorporating by reference into this document the website or any material it includes. Neither the issuer
nor the agent makes any representation that such publicly available documents or any other 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 4, 2016 to April 30, 2021. We obtained the closing levels from Bloomberg L.P., without independent
verification.
The closing level of the underlier on April 30, 2021 was 3,974.74.
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:
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·
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You should not recognize taxable income over the term of the notes prior to
maturity, other than pursuant to a sale or exchange.
|
|
·
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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, 2023 that do not have a “delta” of one.
Based on the terms of the notes and representations provided by us, our counsel is of the opinion that the notes should not be treated
as transactions that have a “delta” of one within the meaning of the regulations with respect to any 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, 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 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, General Counsel of Citigroup Global
Markets 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, 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 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.
© 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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