Citigroup Global Markets Holdings Inc. |
August 17, 2022
Medium-Term Senior Notes, Series
N
Pricing Supplement No. 2022-USNCH13400
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-255302
and 333-255302-03
|
Autocallable Variable Coupon Market-Linked Notes Based
on the Worst Performing of Amazon.com, Inc., Apple Inc. and Tesla, Inc. Due August 20, 2027
Overview
| ▪ | The notes offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed
by Citigroup Inc. The notes offer periodic coupon payments. The coupon rate for each coupon payment date will be determined on the valuation
date immediately preceding that coupon payment date based on the performance of the worst performing of the underlyings specified
below, as follows: if the closing value of the worst performing underlying on the applicable valuation date is greater than or equal to
its coupon barrier value, you will receive a coupon payment at the higher coupon rate indicated below; however, if the closing value of
the worst performing underlying on the applicable valuation date is less than its coupon barrier value, you will receive a coupon payment
at the lower coupon rate indicated below. |
| ▪ | The notes will be automatically called for redemption prior to maturity if the closing value of the worst performing underlying on
any potential autocall date is greater than or equal to its initial underlying value. |
| ▪ | The performance of the notes will depend solely on the performance of the worst performing of the underlyings specified below. You
will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any
one of the underlyings. In addition, you will not receive dividends with respect to any of the underlyings or participate in any appreciation
of any underlying. |
| ▪ | Investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any
amount due under the notes if we and Citigroup Inc. default on our obligations. All payments on the notes are subject to the credit
risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. |
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. |
Underlyings: |
Underlying |
Initial underlying value* |
Coupon barrier value** |
|
Amazon.com, Inc. |
$142.10 |
$99.470 |
|
Apple Inc. |
$174.55 |
$122.185 |
|
Tesla, Inc. |
$911.99 |
$638.393 |
|
*For each underlying, its closing value on the pricing date
**For each underlying, 70.00% of its initial underlying value
|
Stated principal amount: |
$1,000 per note |
Pricing date: |
August 17, 2022 |
Issue date: |
August 22, 2022 |
Coupon payment dates: |
The 20th day of each month, beginning in September 2022, provided that the final coupon payment date will be the maturity date. Each coupon payment date is subject to postponement to the next succeeding business day if such day is not a business day. In addition, if the valuation date immediately preceding any coupon payment date is postponed, that coupon payment date will be postponed to the third business day following that valuation date as postponed; provided that the coupon payment date with respect to the final valuation date will be the maturity date. No interest will accrue as a result of any delayed payment. |
Valuation dates: |
With respect to each coupon payment date, the third business day preceding such coupon payment date, which are expected to be September 15, 2022, October 17, 2022, November 16, 2022, December 15, 2022, January 17, 2023, February 15, 2023, March 15, 2023, April 17, 2023, May 17, 2023, June 14, 2023, July 17, 2023, August 16, 2023, September 15, 2023, October 17, 2023, November 15, 2023, December 15, 2023, January 17, 2024, February 14, 2024, March 15, 2024, April 17, 2024, May 15, 2024, June 14, 2024, July 17, 2024, August 15, 2024, September 17, 2024, October 16, 2024, November 15, 2024, December 17, 2024, January 15, 2025, February 14, 2025, March 17, 2025, April 15, 2025, May 15, 2025, June 16, 2025, July 16, 2025, August 15, 2025, September 17, 2025, October 15, 2025, November 17, 2025, December 17, 2025, January 14, 2026, February 17, 2026, March 17, 2026, April 15, 2026, May 15, 2026, June 16, 2026, July 15, 2026, August 17, 2026, September 16, 2026, October 15, 2026, November 17, 2026, December 16, 2026, January 14, 2027, February 17, 2027, March 17, 2027, April 15, 2027, May 17, 2027, June 15, 2027, July 15, 2027, and August 17, 2027 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or if a market disruption event occurs |
Maturity date: |
Unless earlier redeemed, August 20, 2027 |
Coupon rate: |
On each coupon payment date, unless previously
redeemed, the notes will pay a coupon at a monthly rate determined as follows:
▪ If the closing value of the worst performing underlying on the applicable valuation date is greater than or equal to
its coupon barrier value: 0.5833% (the “higher coupon rate”) (equivalent to a coupon rate of approximately 7.00% per
annum)
▪ If the closing value of the worst performing underlying on the applicable valuation date is less than its coupon
barrier value: 0.0208% (the “lower coupon rate”) (equivalent to a coupon rate of approximately 0.25% per annum)
The amount of each coupon payment per note will be
equal to the stated principal amount times the applicable coupon rate.
|
Payment at maturity: |
If the notes are not automatically redeemed prior to maturity, you will receive at maturity, for each note you then hold, the stated principal amount plus the applicable coupon payment. |
Listing: |
The notes will not be listed on any securities exchange |
Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal |
Underwriting fee and issue price: |
Issue price(1) |
Underwriting fee(2) |
Proceeds to issuer(3) |
Per note: |
$1,000.00 |
$37.50 |
$962.50 |
Total: |
$7,206,000.00 |
$270,225.00 |
$6,935,775.00 |
(Key Terms continued on next page)
(1) On the date of this pricing supplement,
the estimated value of the notes is $950.00 per note, which is less than the issue price. The estimated value of the notes is based on
CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our
affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes from you
at any time after issuance. See “Valuation of the Notes” in this pricing supplement.
(2) CGMI
will receive an underwriting fee of up to $37.50 for each note sold in this offering. The total underwriting fee and proceeds to issuer
in the table above give effect to the actual total underwriting fee. For more information on the distribution of the notes, see “Supplemental
Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, 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.
(3) The per note
proceeds to issuer indicated above represent the minimum per note proceeds to issuer for any note, assuming the maximum per note underwriting
fee. As noted above, the underwriting fee is variable.
Investing in the notes involves risks
not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-4.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement
and the accompanying product supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.
You should read this pricing supplement together
with the accompanying product supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
Product Supplement No. EA-03-08 dated May 11, 2021 Prospectus Supplement and Prospectus each dated May 11, 2021
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.
Citigroup Global Markets Holdings Inc. |
|
KEY TERMS (continued) |
Automatic early redemption: |
If, on any potential autocall date, the closing value of the worst performing underlying on that potential autocall date is greater than or equal to its initial underlying value, each note you then hold will be automatically called on that potential autocall date for redemption on the immediately following coupon payment date for an amount in cash equal to $1,000.00 plus the related coupon payment. The automatic early redemption feature may significantly limit your potential return on the notes. If the worst performing underlying performs in a way that would otherwise be favorable, the notes are likely to be automatically called for redemption prior to maturity, cutting short your opportunity to receive coupon payments. The notes may be automatically called for redemption as early as the first potential autocall date specified below. |
Potential autocall dates: |
The valuation dates scheduled to occur on August 16, 2023, September 15, 2023, October 17, 2023, November 15, 2023, December 15, 2023, January 17, 2024, February 14, 2024, March 15, 2024, April 17, 2024, May 15, 2024, June 14, 2024, July 17, 2024, August 15, 2024, September 17, 2024, October 16, 2024, November 15, 2024, December 17, 2024, January 15, 2025, February 14, 2025, March 17, 2025, April 15, 2025, May 15, 2025, June 16, 2025, July 16, 2025, August 15, 2025, September 17, 2025, October 15, 2025, November 17, 2025, December 17, 2025, January 14, 2026, February 17, 2026, March 17, 2026, April 15, 2026, May 15, 2026, June 16, 2026, July 15, 2026, August 17, 2026, September 16, 2026, October 15, 2026, November 17, 2026, December 16, 2026, January 14, 2027, February 17, 2027, March 17, 2027, April 15, 2027, May 17, 2027, June 15, 2027, July 15, 2027 |
Worst performing underlying: |
For any valuation date, the underlying with the lowest underlying return determined as of that valuation date |
Underlying return: |
For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial underlying value, divided by (ii) its initial underlying value |
CUSIP / ISIN: |
17330RE35 / US17330RE354 |
Citigroup Global Markets Holdings Inc. |
|
Additional Information
General. 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, the accompanying product supplement contains important information about how the closing value of each underlying will be
determined and about adjustments that may be made to the terms of the notes upon the occurrence of market disruption events and other
specified events with respect to each underlying. It is important that you read the accompanying product 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.
Closing value. The closing value of each
underlying on any date is its closing price of its underlying shares on such date, as described in the accompanying product supplement.
The “underlying shares” of the underlyings are their respective shares of common stock.
Citigroup Global Markets Holdings Inc. |
|
Hypothetical Examples
of Coupon Payments
The examples below illustrate how to determine the applicable coupon
rate to be paid and whether the notes will be automatically redeemed following a valuation date that is also a potential autocall date,
assuming that the closing value of the worst performing underlying on that valuation date is as indicated below. The examples are solely
for illustrative purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on the notes.
The examples below are based on a hypothetical initial underlying value
of 100.00 and a hypothetical coupon barrier value of 70.00 for each underlying and do not reflect the actual initial underlying value
or coupon barrier value of any underlying. For the actual initial underlying value and coupon barrier value of each underlying, see the
cover page of this pricing supplement. We have used these hypothetical values, rather than the actual
values, to simplify the calculations and aid understanding of how the notes work.
However, you should understand that the actual payments on the notes will be calculated based on the actual initial
underlying value and coupon barrier value of each underlying, and not these hypothetical values. For ease of analysis, figures
below have been rounded.
|
Hypothetical closing value of the worst performing underlying on applicable valuation date that is also a potential autocall date |
Hypothetical coupon payment per note |
Example 1 |
105 |
$5.833
(higher coupon rate is paid; notes redeemed) |
Example 2 |
90 |
$5.833
(higher coupon rate is paid; notes not redeemed) |
Example 3 |
50 |
$0.208
(lower coupon rate is paid; notes not redeemed) |
Example 4 |
150 |
$5.833
(higher coupon rate is paid; notes redeemed) |
In examples 1, 2 and 4, the hypothetical closing value
of the worst performing underlying on the valuation date that is also a potential autocall date is greater than or equal to its coupon
barrier value, and as a result investors in the notes would receive a coupon payment of $5.833 per note on the related coupon payment
date. In example 3, the hypothetical closing value of the worst performing underlying on the valuation date that is also a potential autocall
date is less than its coupon barrier value, and as a result investors in the notes would receive a coupon payment of $0.208 per note on
the related coupon payment date.
In examples 1 and 4, the hypothetical closing value
of the worst performing underlying on the valuation date that is also a potential autocall date is greater than or equal to its initial
underlying value, and as a result the notes would be automatically redeemed for redemption on the immediately following coupon payment
date for an amount in cash equal to $1,000.00 plus the related coupon payment. In examples 2 and 3, the hypothetical closing value
of the worst performing underlying on the valuation date that is also a potential autocall date is less than its initial underlying value,
and as a result investors the notes would not be automatically redeemed on the related coupon payment date.
Citigroup Global Markets Holdings Inc. |
|
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 each underlying. 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 Notes” beginning on page EA-6 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.
| ▪ | The notes will not pay a coupon at the higher coupon rate stated on the cover of this pricing supplement unless the closing value
of the worst performing underlying on the applicable valuation date is greater than or equal to its coupon barrier value. If the closing
value of the worst performing underlying on any valuation date is less than its coupon barrier value, the related coupon payment will
be made at the lower coupon rate indicated on the cover of this pricing supplement. It is possible that you will receive only the lower
coupon rate on each coupon payment date over the entire term of the notes. There is no assurance that the coupon payments you receive
on the notes will be as great as you would have received on a conventional debt security of ours of comparable maturity. |
| ▪ | Although the notes provide for the repayment of the stated principal amount at maturity, you may nevertheless suffer a loss on
your investment in real value terms if you receive coupon payments made at the lower coupon rate. This is because inflation may cause
the real value of the stated principal amount to be less at maturity than it is at the time you invest, and because an investment in the
notes represents a forgone opportunity to invest in an alternative asset that does generate a positive real return at a market rate. This
potential loss in real value terms is significant given the term of the notes. You should carefully consider whether an investment that
may provide a return that is lower than the return on alternative investments is appropriate for you. |
| ▪ | The notes are subject to heightened risk because they have multiple underlyings. The notes are more risky than similar investments
that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one underlying will perform
poorly, adversely affecting your return on the notes. |
| ▪ | The notes are subject to the risks of each of the underlyings and will be negatively affected if any one underlying performs poorly.
You are subject to risks associated with each of the underlyings. If any one underlying performs poorly, you will be negatively affected.
The notes are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would be better than
the performance of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of the underlyings is
the worst performing underlying. |
| ▪ | You will not benefit in any way from the performance of any better performing underlying. The return on the notes depends solely
on the performance of the worst performing underlying, and you will not benefit in any way from the performance of any better performing
underlying. |
| ▪ | You will be subject to risks relating to the relationship between the underlyings. It is preferable from your perspective for
the underlyings to be correlated with each other, in the sense that their closing values tend to increase or decrease at similar times
and by similar magnitudes. By investing in the notes, you assume the risk that the underlyings will not exhibit this relationship. The
less correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the notes.
All that is necessary for the notes to perform poorly is for one of the underlyings to perform poorly. It is impossible to predict what
the relationship between the underlyings will be over the term of the notes. The underlyings differ in significant ways and, therefore,
may not be correlated with each other. |
| ▪ | The notes may be automatically redeemed prior to maturity, limiting your opportunity to receive coupon payments. On any potential
autocall date, the notes will be automatically called for redemption if the closing value of the worst performing underlying on that potential
autocall date is greater than or equal to its initial underlying value. As a result, if the worst performing underlying performs in a
way that would otherwise be favorable, the notes are likely to be automatically redeemed, cutting short your opportunity to receive coupon
payments. If the notes are automatically redeemed prior to maturity, you may not be able to reinvest your funds in another investment
that provides a similar yield with a similar level of risk. |
| § | The notes do not offer any upside exposure to any underlying. You will not participate in any appreciation in the value of
any underlying over the term of the notes. Consequently, your return on the notes will be limited to the coupon payments you receive and
may be significantly less than the return on any underlying over the term of the notes. In addition, as an investor in the notes, you
will not receive any dividends or other distributions or have any other rights with respect to any of the underlyings. |
Citigroup Global Markets Holdings Inc. |
|
| § | The performance of the notes will depend on the closing values of the underlyings solely on the valuation dates, which makes the
notes particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates. The rate at which
coupon payments will be made for any given coupon payment date and whether the notes will be automatically redeemed prior to maturity
will depend on the closing values of the underlyings solely on the applicable valuation dates, regardless of the closing values of the
underlyings on other days during the term of the notes. If the notes are not automatically redeemed prior to maturity, what you receive
at maturity will depend solely on the closing value of the worst performing underlying on the final valuation date, and not on any other
day during the term of the notes. Because the performance of the notes depends on the closing values of the underlyings on a limited number
of dates, the notes will be particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates.
You should understand that the closing value of each underlying has historically been highly volatile. |
| ▪ | 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. |
| ▪ | Sale of the notes prior to maturity may result in a loss of principal. You will be entitled to receive at least the full stated
principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., only if you hold
the notes to maturity. The value of the notes may fluctuate during the term of the notes, and if you are able to sell your notes prior
to maturity, you may receive less than the full stated principal amount of your notes. |
| ▪ | The estimated value of the notes on the pricing date, based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging
the notes that are included in the issue price. These costs include (i) any selling concessions or other fees paid in connection with
the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the notes
and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging
our obligations under the notes. These costs adversely affect the economic terms of the notes because, if they were lower, the economic
terms of the notes would be more favorable to you. The economic terms of the notes are also likely to be adversely affected by the use
of our internal funding rate, rather than our secondary market rate, to price the notes. See “The estimated value of the notes would
be lower if it were calculated based on our secondary market rate” below. |
| ▪ | The estimated value of the notes was determined for us by our affiliate using proprietary pricing models. CGMI derived the
estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made
discretionary judgments about the inputs to its models, such as the volatility of, and correlation between, the closing values of the
underlyings, dividend yields on the underlyings and interest rates. CGMI’s views on these inputs may differ from your or others’
views, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models
may prove to be wrong and therefore not an accurate reflection of the value of the 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 is payable on the notes. |
Because there is not an active market for
traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of
traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the
notes, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined
measure of our creditworthiness, but rather reflects 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.
Citigroup Global Markets Holdings Inc. |
|
| ▪ | 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 closing values of the underlyings, the volatility of, and correlation between, the closing values
of the underlyings, dividend yields on the underlyings, interest rates generally, the time remaining to maturity and our and Citigroup
Inc.’s creditworthiness, as reflected in our secondary market rate, among other factors described under “Risk Factors Relating
to the Notes—Risk Factors Relating to All Notes—The value of your notes prior to maturity will fluctuate based on many unpredictable
factors” in the accompanying product supplement. Changes in the closing values of the underlyings may not result in a comparable
change in the value of your notes. You should understand that the value of your notes at any time prior to maturity may be significantly
less than the issue price. |
| ▪ | Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage
account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward
adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Notes” in this pricing
supplement. |
| ▪ | Our offering of the notes is not a recommendation of any underlying.
The fact that we are offering the notes does not mean that we believe that investing in an instrument linked to the underlyings 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 underlyings or in instruments related to the underlyings, and may publish research or express opinions, that in
each case are inconsistent with an investment linked to the underlyings. These and other activities of our affiliates may affect the closing
values of the underlyings in a way that negatively affects the value of and your return on the notes. |
| ▪ | The closing value of an underlying 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, who have taken positions directly in the underlyings
or in financial instruments related to the underlyings and may adjust such positions during the term of the notes. Our affiliates also
take positions in the underlyings or in financial instruments related to the underlyings on a regular basis (taking long or short positions
or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities
could affect the closing values of the underlyings in a way that negatively affects the value of and your return on the notes. They could
also result in substantial returns for us or our affiliates while the value of the notes declines. |
| ▪ | We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.
Our affiliates engage in business activities with a wide range of companies. These activities include extending loans, making and facilitating
investments, underwriting securities offerings and providing advisory services. These activities could involve or affect the underlyings
in a way that negatively affects the value of and your return on the notes. They could also result in substantial returns for us or our
affiliates while the value of the notes declines. In addition, in the course of this business, we or our affiliates may acquire non-public
information, which will not be disclosed to you. |
| ▪ | The calculation agent, which is an affiliate of ours, will make important determinations with respect to the notes. If certain
events occur during the term of the notes, such as market disruption events and other events with respect to an underlying, CGMI, as calculation
agent, will be required to make discretionary judgments that could significantly affect your return on the notes. 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. See “Risk
Factors Relating to the Notes—Risk Factors Relating to All Notes—The calculation agent, which is an affiliate of ours, will
make important determinations with respect to the notes” in the accompanying product supplement. |
| ▪ | Even if an underlying pays a dividend that it identifies as special or extraordinary, no adjustment will be required under the
notes for that dividend unless it meets the criteria specified in the accompanying product supplement. In general, an adjustment will
not be made under the terms of the notes for any cash dividend paid by an underlying unless the amount of the dividend per share, together
with any other dividends paid in the same quarter, exceeds the dividend paid per share in the most recent quarter by an amount equal to
at least 10% of the closing value of that underlying on the date of declaration of the dividend. Any dividend will reduce the closing
value of the underlying by the amount of the dividend per share. If an underlying pays any dividend for which an adjustment is not made
under the terms of the notes, holders of the notes will be adversely affected. See “Description of the Notes—Certain Additional
Terms for Notes Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments—Certain Extraordinary
Cash Dividends” in the accompanying product supplement. |
| ▪ | The notes will not be adjusted for all events that may have a dilutive effect on or otherwise adversely affect the closing value
of an underlying. For example, we will not make any adjustment for ordinary dividends or extraordinary dividends that do not meet
the criteria described above, partial tender offers or additional underlying share issuances. Moreover, the adjustments we |
Citigroup Global Markets Holdings Inc. |
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do make may not fully offset the dilutive
or adverse effect of the particular event. Investors in the notes may be adversely affected by such an event in a circumstance in which
a direct holder of the underlying shares of an underlying would not.
| ▪ | The notes may become linked to an underlying other than an original underlying upon the occurrence of a reorganization event or
upon the delisting of the underlying shares of that original underlying. For example, if an underlying enters into a merger agreement
that provides for holders of its underlying shares to receive shares of another entity and such shares are marketable securities, the
closing value of that underlying following consummation of the merger will be based on the value of such other shares. Additionally, if
the underlying shares of an underlying are delisted, the calculation agent may select a successor underlying. See “Description of
the Notes—Certain Additional Terms for Notes Linked to an Underlying Company or an Underlying ETF” in the accompanying product
supplement. |
| ▪ | If the underlying shares of an underlying are delisted, we may call the notes prior to maturity for an amount that may be less
than the stated principal amount. If we exercise this call right, you will receive the amount described under “Description of
the Notes—Certain Additional Terms for Notes Linked to an Underlying Company or an Underlying ETF—Delisting of an Underlying
Company” in the accompanying product supplement. This amount may be less, and possibly significantly less, than the stated principal
amount of the notes. |
Citigroup Global Markets Holdings Inc. |
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Information About Amazon.com, Inc.
Amazon.com, Inc. is an online retailer that offers a wide range of products.
The company’s products include books, music, computers, electronics and numerous other products. Amazon.com, Inc. offers personalized
shopping services, Web-based credit card payment, and direct shipping to customers. Amazon.com, Inc. also operates a cloud platform offering
services globally. The underlying shares of Amazon.com, Inc. are registered under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Information provided to or filed with the SEC by Amazon.com, Inc. pursuant to the Exchange Act can be located
by reference to the SEC file number 000-22513 through the SEC’s website at http://www.sec.gov. In addition, information regarding
Amazon.com, Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly
disseminated documents. The underlying shares of Amazon.com, Inc. trade on the Nasdaq Global Select Market under the ticker symbol “AMZN.”
We have derived all information regarding Amazon.com, Inc. from publicly
available information and have not independently verified any information regarding Amazon.com, Inc. This pricing supplement relates only
to the notes and not to Amazon.com, Inc. We make no representation as to the performance of Amazon.com, Inc. over the term of the notes.
The notes represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. Amazon.com, Inc. is not involved in any way in this offering and has no obligation relating
to the notes or to holders of the notes.
Historical Information
The closing value of Amazon.com, Inc. on August 17, 2022 was $142.10.
The graph below shows the closing value of Amazon.com, Inc. for each
day such value was available from January 3, 2012 to August 17, 2022. We obtained the closing values from Bloomberg L.P., without independent
verification. If certain corporate transactions occurred during the historical period shown below, including, but not limited to, spin-offs
or mergers, then the closing values shown below for the period prior to the occurrence of any such transaction have been adjusted by Bloomberg
L.P. as if any such transaction had occurred prior to the first day in the period shown below. You should not take historical closing
values as an indication of future performance.
Amazon.com, Inc. – Historical Closing Values
January 3, 2012 to August 17, 2022 |
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Citigroup Global Markets Holdings Inc. |
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Information About Apple Inc.
Apple Inc. designs, manufactures, and markets personal computers and
related personal computing and mobile communication devices along with a variety of related software, services, peripherals, and networking
solutions. Apple Inc. sells its products worldwide through its online stores, its retail stores, its direct sales force, third-party wholesalers,
and resellers. The underlying shares of Apple Inc. are registered under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Information provided to or filed with the SEC by Apple Inc. pursuant to the Exchange Act can be located by reference to the
SEC file number 001-36743 through the SEC’s website at http://www.sec.gov. In addition, information regarding Apple Inc. may be
obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
The underlying shares of Apple Inc. trade on the Nasdaq Global Select Market under the ticker symbol “AAPL.”
We have derived all information regarding Apple Inc. from publicly available
information and have not independently verified any information regarding Apple Inc. This pricing supplement relates only to the notes
and not to Apple Inc. We make no representation as to the performance of Apple Inc. over the term of the notes.
The notes represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. Apple Inc. is not involved in any way in this offering and has no obligation relating to the
notes or to holders of the notes.
Historical Information
The closing value of Apple Inc. on August 17, 2022 was $174.55.
The graph below shows the closing value of Apple Inc. for each day such
value was available from January 3, 2012 to August 17, 2022. We obtained the closing values from Bloomberg L.P., without independent verification.
If certain corporate transactions occurred during the historical period shown below, including, but not limited to, spin-offs or mergers,
then the closing values shown below for the period prior to the occurrence of any such transaction have been adjusted by Bloomberg L.P.
as if any such transaction had occurred prior to the first day in the period shown below. You should not take historical closing values
as an indication of future performance.
Apple Inc. – Historical Closing Values
January 3, 2012 to August 17, 2022 |
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Citigroup Global Markets Holdings Inc. |
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Information About Tesla, Inc.
Tesla, Inc. designs, manufactures, and sells electric vehicles and energy
generation and storage systems, and offers services related to its sustainable energy products. The underlying shares of Tesla, Inc. are
registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with
the SEC by Tesla, Inc. pursuant to the Exchange Act can be located by reference to the SEC file number 001-34756 through the SEC’s
website at http://www.sec.gov. In addition, information regarding Tesla, Inc. may be obtained from other sources including, but not limited
to, press releases, newspaper articles and other publicly disseminated documents. The underlying shares of Tesla, Inc. trade on the Nasdaq
Global Select Market under the ticker symbol “TSLA.”
We have derived all information regarding Tesla, Inc. from publicly
available information and have not independently verified any information regarding Tesla, Inc. This pricing supplement relates only to
the notes and not to Tesla, Inc. We make no representation as to the performance of Tesla, Inc. over the term of the notes.
The notes represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. Tesla, Inc. is not involved in any way in this offering and has no obligation relating to the
notes or to holders of the notes.
Historical Information
The closing value of Tesla, Inc. on August 17, 2022 was $911.99.
The graph below shows the closing value of Tesla, Inc. for each day
such value was available from January 3, 2012 to August 17, 2022. We obtained the closing values from Bloomberg L.P., without independent
verification. If certain corporate transactions occurred during the historical period shown below, including, but not limited to, spin-offs
or mergers, then the closing values shown below for the period prior to the occurrence of any such transaction have been adjusted by Bloomberg
L.P. as if any such transaction had occurred prior to the first day in the period shown below. You should not take historical closing
values as an indication of future performance.
Tesla, Inc. – Historical Closing Values
January 3, 2012 to August 17, 2022 |
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Citigroup Global Markets Holdings Inc. |
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United States Federal
Tax Considerations
In the opinion of our tax counsel,
Davis Polk & Wardwell LLP, the notes will be treated as debt for U.S. federal income tax purposes. Based on the advice of our tax
counsel, we intend to treat the notes as “variable rate debt instruments” for U.S. federal income tax purposes, as described
in the section of the accompanying product supplement called “United States Federal Tax Considerations—Tax Consequences to
U.S. Holders—Notes Treated as Variable Rate Debt Instruments,” and the remaining discussion is based on this treatment.
Stated interest on the notes will
be taxable to a U.S. Holder (as defined in the accompanying product supplement) as ordinary interest income at the time it accrues or
is received in accordance with the holder’s method of tax accounting. Upon the sale or other taxable disposition of a note, a U.S.
Holder generally will recognize capital gain or loss equal to the difference between the amount realized on the disposition (other than
any amount attributable to accrued interest, which will be treated as a payment of interest) and the holder’s adjusted tax basis
in the note. A U.S. Holder’s adjusted tax basis in a note will generally equal the purchase price paid to acquire the note. Such
gain or loss generally will be long-term capital gain or loss if the U.S. Holder held the note for more than one year at the time of disposition.
Non-U.S. Holders. Subject to
the discussions below regarding Section 871(m) and in “United States Federal Tax Considerations—Tax Consequences to Non-U.S.
Holders” and “—FATCA” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the
accompanying product supplement) of the notes, under current law you generally will not be subject to U.S. federal withholding or income
tax in respect of payments on or amounts received on the sale, exchange, redemption or retirement of 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. See “United States Federal Tax Considerations—Tax Consequences to Non-U.S.
Holders” in the accompanying product supplement for a more detailed discussion of the rules applicable to Non-U.S. Holders of the
notes.
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 Internal Revenue Code of 1986, as amended, 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 (“Underlying Securities”) or indices that include Underlying Securities. Section 871(m) generally
applies to instruments that substantially replicate the economic performance of one or more Underlying Securities, as determined based
on tests set forth in the applicable Treasury regulations. However, the regulations, as modified by an Internal Revenue Service (“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 tax 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 Underlying Security 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 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.
Citigroup Global Markets Holdings Inc. |
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Supplemental Plan
of Distribution
CGMI, an affiliate of Citigroup
Global Markets Holdings Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee
of up to $37.50 for each note sold in this offering. The actual underwriting fee will be equal to the selling concession provided to selected
dealers, as described in this paragraph. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a variable
selling concession of up to $37.50 for each note they sell. For the avoidance of doubt, any fees or selling concessions described in this
pricing supplement will not be rebated if the notes are automatically redeemed prior to maturity.
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.
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 four 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 four-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,
Citigroup Global Markets Holdings Inc. |
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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.
Contact
Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.
© 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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