dates and contingent coupon payment |
Valuation dates* |
Potential redemption dates* |
Contingent coupon payment dates** |
dates: |
December 28, 2022 |
N/A |
January 3, 2023 |
|
March 28, 2023 |
March 28, 2023 |
March 31, 2023 |
|
June 28, 2023 |
June 28, 2023 |
July 3, 2023 |
|
September 28, 2023 |
September 28, 2023 |
October 3, 2023 |
|
December 28, 2023 |
December 28, 2023 |
January 3, 2024 |
|
March 28, 2024 |
March 28, 2024 |
April 3, 2024 |
|
June 28, 2024 |
June 28, 2024 |
July 3, 2024 |
|
September 30, 2024 (the “final valuation date”) |
N/A |
October 3, 2024 (the “maturity date”) |
|
* Each valuation date is subject to
postponement if such date is not a scheduled trading day or certain market disruption events occur, as described in the accompanying
product supplement. Each potential redemption date is subject to postponement on the same basis as a valuation date.
** If the potential redemption date
immediately preceding any contingent coupon payment date is postponed, that contingent coupon payment date will also be postponed
so that it falls on the third business day after such potential redemption date, as postponed. |
Maturity date: |
Unless earlier redeemed, October 3, 2024 |
Contingent coupon: |
On each quarterly contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to 1.6875% of the stated principal amount of the securities (approximately 6.75% per annum) if and only if the closing level of the underlying index on the related valuation date is greater than or equal to the downside threshold level. If the closing level of the underlying index on any quarterly valuation date is less than the downside threshold level, you will not receive any contingent coupon payment on the related contingent coupon payment date. |
Automatic early redemption: |
If, on any potential redemption date, the closing level of the underlying index is greater than or equal to the initial index level, each security you then hold will be automatically redeemed on the related contingent coupon payment date for an amount in cash equal to the early redemption payment. If the securities are redeemed, no further payments will be made. |
Early redemption payment: |
The stated principal amount of $1,000 per security plus the related contingent coupon payment |
Payment at maturity: |
If the securities are not automatically redeemed prior to maturity,
for each $1,000 stated principal amount security you hold at maturity, you will receive cash in an amount determined as follows:
▪ If
the final index level is greater than or equal to the downside threshold level: $1,000 + the contingent coupon payment due at
maturity
▪ If the final index level is less than the downside threshold level: $1,000 + ($1,000 × the index return)
If the final index level is less than the downside threshold
level, you will receive less, and possibly significantly less, than 55.00% of the stated principal amount of your securities at maturity,
and you will not receive any contingent coupon payment at maturity. |
Initial index level: |
3,647.29, the closing level of the underlying index on the strike date |
Final index level: |
The closing level of the underlying index on the final valuation date |
Downside threshold level: |
2,006.010, 55.00% of the initial index level |
Index return: |
(i) The final index level minus the initial index level, divided by (ii) the initial index level |
Listing: |
The securities will not be listed on any securities exchange |
CUSIP / ISIN: |
17330RGN9 / US17330RGN98 |
Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal |
Underwriting fee and issue price: |
Issue price(1)(2) |
Underwriting fee |
Proceeds to issuer |
Per security: |
$1,000.00 |
$17.50(2) |
$977.50 |
|
|
$5.00(3) |
|
Total: |
$3,000,000.00 |
$67,500.00 |
$2,932,500.00 |
(1) On the date of this pricing supplement,
the estimated value of the securities is $975.10 per security, which is less than the issue price. The estimated value of the securities
is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or
other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities
from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.
(2) CGMI, an affiliate of Citigroup Global
Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee
of $22.50 for each $1,000 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their
financial advisors will collectively receive from CGMI a fixed selling concession of $17.50 for each $1,000 security they sell. Additionally,
it is possible that CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities
declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
(3) Reflects a structuring fee payable
to Morgan Stanley Wealth Management by CGMI of $5.00 for each security.
Investing in the securities involves risks not associated with an
investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-9.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing
supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete.
Any representation to the contrary is a criminal offense.
You should read this pricing supplement together
with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed
via the hyperlinks below:
Product
Supplement No. EA-04-09 dated May 11, 2021 Underlying
Supplement No. 10 dated May 11, 2021
Prospectus Supplement and Prospectus each dated May 11, 2021
The securities are not bank deposits and are
not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of,
or guaranteed by, a bank.
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3,000 Contingent Income Auto-Callable Securities Due October 3, 2024 Based on the Performance of the S&P 500® Index Principal at Risk Securities |
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Additional Information
The terms of the securities are set forth in the accompanying product
supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus
supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events
may occur that could affect whether you receive a contingent coupon payment on a contingent coupon payment date as well as your payment
at maturity. These events and their consequences are described in the accompanying product supplement
in the sections “Description of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date”
and “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Index—Discontinuance
or Material Modification of an Underlying Index,” and not in this pricing supplement. The accompanying underlying supplement contains
important disclosures regarding the underlying index that are not repeated in this pricing supplement. It is important that you read the
accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in
connection with your investment in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying
product supplement.
Investment Summary
The securities provide an opportunity for investors to earn a quarterly
contingent coupon payment, which is an amount equal to $16.875 (1.6875% of the stated principal amount) per security, with respect to
each quarterly valuation date on which the closing level of the underlying index is greater than or equal to 55.00% of the initial index
level, which we refer to as the downside threshold level. The quarterly contingent coupon payment, if any, will be payable quarterly on
the relevant contingent coupon payment date, which is the third business day after the related valuation date or, in the case of the quarterly
contingent coupon payment, if any, with respect to the final valuation date, the maturity date. If the closing level of the underlying
index is less than the downside threshold level on any valuation date, investors will receive no quarterly contingent coupon payment for
the related quarterly period. It is possible that the closing level of the underlying index could be below the downside threshold level
on most or all of the valuation dates so that you will receive few or no quarterly contingent coupon payments. We refer to these payments
as contingent because there is no guarantee that you will receive a payment on any contingent coupon payment date. Even if the closing
level of the underlying index was at or above the downside threshold level on some quarterly valuation dates, the closing level of the
underlying index may fluctuate below the downside threshold level on others.
If the closing level of the underlying index is greater than or equal
to the initial index level on any potential redemption date (beginning approximately six months after the issue date), the securities
will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the quarterly contingent
coupon payment with respect to the related potential redemption date. If the securities have not previously been automatically redeemed
and the final index level is greater than or equal to the downside threshold level, the payment at maturity will also be the sum of the
stated principal amount and the quarterly contingent coupon payment with respect to the final valuation date. However, if the securities
have not previously been automatically redeemed and the final index level is less than the downside threshold level, investors will be
exposed to the decline in the closing level of the underlying index, as compared to the initial index level, on a 1-to-1 basis. Under
these circumstances, the payment at maturity will be (i) the stated principal amount plus (ii) (a) the stated principal amount
times (b) the index return, which means that the payment at maturity will be less than 55.00% of the stated principal amount of
the securities and could be zero. Investors in the securities must be willing to accept the risk of losing their entire principal and
also the risk of receiving few or no quarterly contingent coupon payments over the term of the securities. In addition, investors will
not participate in any appreciation of the underlying index.
Citigroup Global Markets Holdings Inc. |
3,000 Contingent Income Auto-Callable Securities Due October 3, 2024 Based on the Performance of the S&P 500® Index Principal at Risk Securities |
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Key Investment Rationale
The securities offer investors an opportunity to earn a quarterly contingent
coupon payment equal to 1.6875% of the stated principal amount with respect to each valuation date on which the closing level of the underlying
index is greater than or equal to 55.00% of the initial index level, which we refer to as the downside threshold level. The securities
may be automatically redeemed prior to maturity for the stated principal amount per security plus the applicable quarterly contingent
coupon payment, and the payment at maturity will vary depending on the final index level, as follows:
Scenario 1 |
On any potential redemption date (beginning
approximately six months after the issue date), the closing level of the underlying index is greater than or equal to the initial index
level.
■ The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the quarterly contingent
coupon payment with respect to the related potential redemption date.
■ Investors will not participate in any appreciation of the underlying index from the initial index level. |
Scenario 2 |
The securities are not automatically redeemed
prior to maturity, and the final index level is greater than or equal to the downside threshold level.
■ The
payment due at maturity will be (i) the stated principal amount plus (ii) the quarterly contingent coupon payment with respect
to the final valuation date.
■ Investors will not participate in any appreciation of the underlying index from the initial index level. |
Scenario 3 |
The securities are not automatically redeemed
prior to maturity, and the final index level is less than the downside threshold level.
■ The
payment due at maturity will be (i) the stated principal amount plus (ii) (a) the stated principal amount times (b) the
index return.
■ Investors
will lose a significant portion, and may lose all, of their principal in this scenario. |
Citigroup Global Markets Holdings Inc. |
3,000 Contingent Income Auto-Callable Securities Due October 3, 2024 Based on the Performance of the S&P 500® Index Principal at Risk Securities |
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How the Securities
Work
The following diagrams illustrate potential payments on the securities.
The first diagram illustrates how to determine whether a contingent coupon payment will be paid with respect to a quarterly valuation
date. The second diagram illustrates how to determine whether the securities will be automatically redeemed following a potential redemption
date. The third diagram illustrates how to determine the payment at maturity if the securities are not automatically redeemed prior to
maturity.
Diagram #1: Quarterly Contingent Coupon Payments
Diagram #2: Automatic Early Redemption
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Diagram #3: Payment at Maturity if No Automatic
Early Redemption Occurs
For more information about the payment upon an early automatic
redemption or at maturity in different hypothetical scenarios, see “Hypothetical Examples” starting on page PS-6.
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Hypothetical Examples
The below examples are based on the following terms:
Stated principal amount: |
$1,000 per security |
Hypothetical initial index level: |
100.00 |
Hypothetical downside threshold level: |
55.00, which is 55.00% of the hypothetical initial index level |
Hypothetical quarterly contingent coupon payment: |
$16.875 (1.6875% of the stated principal amount) per security |
In Examples 1 and 2, the closing level of the underlying index
fluctuates over the term of the securities and the closing level of the underlying index is greater than or equal to the initial
index level on one of the potential redemption dates, which begin approximately six months after the issue date. Because the closing level
of the underlying index is greater than or equal to the initial index level on one of the potential redemption dates, the securities are
automatically redeemed following the relevant potential redemption date. In Examples 3 and 4, the closing level of the underlying index
on each potential redemption date is less than the initial index level, and, consequently, the securities are not automatically redeemed
prior to, and remain outstanding until, maturity.
|
Example 1 |
Example 2 |
Valuation Dates |
Hypothetical Closing Level of the Underlying Index |
Quarterly Contingent Coupon Payment |
Early Redemption Payment* |
Hypothetical Closing Level of the Underlying Index |
Quarterly Contingent Coupon Payment |
Early Redemption Payment* |
#1 |
79.00 |
$16.875 |
N/A |
90.00 |
$16.875 |
N/A |
#2 |
115.00 |
—* |
$1,016.875 |
51.00 |
$0 |
N/A |
#3 |
N/A |
N/A |
N/A |
35.00 |
$0 |
N/A |
#4 |
N/A |
N/A |
N/A |
51.00 |
$0 |
N/A |
#5 |
N/A |
N/A |
N/A |
46.00 |
$0 |
N/A |
#6 |
N/A |
N/A |
N/A |
30.00 |
$0 |
N/A |
#7 |
N/A |
N/A |
N/A |
125.00 |
—* |
$1,016.875 |
Final Valuation Date |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
* The early redemption payment includes the unpaid quarterly contingent
coupon payment with respect to the potential redemption date on which the closing level of the underlying index is greater than or equal
to the initial index level and the securities are automatically redeemed as a result.
In Example 1, the securities are automatically redeemed following
the second valuation date (which is the first potential redemption date) as the closing level of the underlying index on that potential
redemption date is greater than the initial index level. You receive the early redemption payment, calculated as follows:
stated principal amount + quarterly contingent coupon
= $1,000 + $16.875 = $1,016.875
In this example, the automatic early redemption feature limits the
term of your investment to approximately six months and you may not be able to reinvest at comparable terms or returns. If the securities
are redeemed early, you will stop receiving quarterly contingent coupons.
In Example 2, the securities are automatically redeemed following
the seventh valuation date (which is the last potential redemption date) as the closing level of the underlying index on that potential
redemption date is greater than the initial index level. As the closing level of the underlying index on the first valuation date is greater
than the downside threshold level, you receive the quarterly contingent coupon payment of $16.875 with respect to that valuation date.
Following the seventh valuation date (the last potential redemption date), you receive an automatic early redemption payment of $1,016.875,
which includes the quarterly contingent coupon payment with respect to the seventh valuation date.
In this example, the automatic early redemption feature limits the
term of your investment to approximately one year and nine months and you may not be able to reinvest at comparable terms or returns.
If the securities are redeemed early, you will stop receiving quarterly contingent coupon payments. Further, although the underlying index
has appreciated by 25% from the initial index level on the seventh valuation date, you only receive $1,016.875 per security upon redemption
and do not benefit from this appreciation. The total payments on the securities will amount to $1,033.75 per security.
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|
Example 3 |
Example 4 |
Valuation Dates |
Hypothetical Closing Level of the Underlying Index |
Quarterly Contingent Coupon Payment |
Early Redemption Payment* |
Hypothetical Closing Level of the Underlying Index |
Quarterly Contingent Coupon Payment |
Early Redemption Payment* |
#1 |
29.00 |
$0
|
N/A |
30.00 |
$0 |
N/A |
#2 |
24.00 |
$0 |
N/A |
63.00 |
$16.875 |
N/A |
#3 |
28.00 |
$0 |
N/A |
50.00 |
$0 |
N/A |
#4 |
38.00 |
$0 |
N/A |
45.00 |
$0 |
N/A |
#5 |
24.00 |
$0 |
N/A |
50.00 |
$0 |
N/A |
#6 |
53.00 |
$0 |
N/A |
62.00 |
$16.875 |
N/A |
#7 |
53.00 |
$0 |
N/A |
46.00 |
$0 |
N/A |
Final Valuation Date |
3.00 |
$0 |
N/A |
90.00 |
—* |
N/A |
Payment at Maturity |
$300.00 |
$1,016.875 |
* The final quarterly contingent coupon payment, if any, will be paid
at maturity.
Examples 3 and 4 illustrate the payment at maturity per security based
on the final index level.
In Example 3, the closing level of the underlying index remains
below the downside threshold level on each valuation date throughout the term of the securities. As a result, you do not receive any quarterly
contingent coupon payment during the term of the securities and, at maturity, you are fully exposed to the decline in the closing level
of the underlying index. As the final index level is less than the downside threshold level, you receive a cash payment at maturity calculated
as follows:
stated principal amount + (stated principal amount
× index return) = $1,000 + ($1,000 × -70%) = $300.00
In this example, because the final index level represents a 70% decline
from the initial index level, you will not receive the stated principal amount per security at maturity. Instead, the payment you receive
at maturity would reflect the depreciation of the underlying index from the initial index level to the final index level and be equal
to $300.00 per security.
In Example 4, the closing level of the underlying index decreases
to a final index level of 90.00. As the closing level of the underlying index on the second and sixth valuation dates are greater than
the downside threshold level, you receive the quarterly contingent coupon payment of $16.875 with respect to each of those valuation dates,
but not with respect to any other valuation date prior to the final valuation date. Although the final index level is less than the initial
index level, because the final index level is still not less than the downside threshold level, you receive the stated principal amount
plus a quarterly contingent coupon payment with respect to the final valuation date.
In this example, although the final index level represents a 10%
decline from the initial index level, you receive the stated principal amount per security plus the quarterly contingent coupon payment,
equal to a total payment of $1,016.875 per security at maturity. The total payments on the securities will amount to $1,050.625 per security.
The hypothetical returns and hypothetical payments on the securities
shown above apply only if you hold the securities for their entire term or until automatic early redemption. These hypothetical
examples do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were
included, the hypothetical returns and hypothetical payments shown above would likely be lower.
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Summary Risk Factors
An investment in the securities is significantly riskier than an investment
in conventional debt securities. The securities are subject to all of the risks associated with an investment in our conventional debt
securities that are guaranteed by Citigroup Inc., including the risk that we and Citigroup Inc. may default on our obligations under the
securities, and are also subject to risks associated with the underlying index. Accordingly, the securities are appropriate only for investors
who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors
as to the risks of an investment in the securities and the appropriateness of the securities in light of your particular circumstances.
The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment in the
securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-7 in the accompanying product
supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated
by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.
| ▪ | You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do not provide
for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior
to maturity and the final index level is less than the downside threshold level, you will lose a significant portion or all of your investment,
based on a loss of 1% of the stated principal amount of the securities for every 1% by which the final index level is less than the initial
index level. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment. |
| ▪ | You will not receive any contingent coupon payment for any quarter in which the closing level of the underlying index is less than
the downside threshold level on the related valuation date. A contingent coupon payment will be made on a contingent coupon payment
date if and only if the closing level of the underlying index on the related valuation date is greater than or equal to the downside threshold
level. If the closing level of the underlying index is less than the downside threshold level on any quarterly valuation date, you will
not receive any contingent coupon payment on the related contingent coupon payment date, and if the closing level of the underlying index
is below the downside threshold level on each valuation date, you will not receive any contingent coupon payments over the term of the
securities. |
| ▪ | The initial index level, which has been set on the strike date, may be higher than the closing level of the underlying index on
the pricing date. If the closing value of the underlying index on the pricing date is less than the initial index level that was set
on the strike date, the terms of the securities may be less favorable to you than the terms of an alternative investment that may be available
to you that offers a similar payout as the securities but with the initial index level set on the pricing date. |
| ▪ | Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon payments at an annualized
rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same
maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the securities, including
the risk that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates, the securities
will not be automatically redeemed and the amount you receive at maturity may be significantly less than the stated principal amount of
your securities and may be zero. The volatility of the underlying index is an important factor affecting these risks. Greater expected
volatility of the underlying index as of the pricing date may result in a higher contingent coupon rate, but it also represents a greater
expected likelihood as of the pricing date that the closing level of the underlying index will be less than the downside threshold level
on one or more valuation dates, such that you will not receive one or more, or any, contingent coupon payments during the term of the
securities, the closing level of the underlying index will be less than the initial index level on each potential redemption date, such
that the securities will not be automatically redeemed, and the final index level will be less than the downside threshold level, such
that you will suffer a substantial loss of principal at maturity. |
| ▪ | You may not be adequately compensated for assuming the downside risk of the underlying index. The potential contingent coupon
payments on the securities are the compensation you receive for assuming the downside risk of the underlying index, as well as all the
other risks of the securities. That compensation is effectively “at risk” and may, therefore, be less than you currently anticipate.
First, the actual yield you realize on the securities could be lower than you anticipate because the coupon is “contingent”
and you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment dates. Second, the contingent
coupon payments are the compensation you receive not only for the downside risk of the underlying index, but also for all of the other
risks of the securities, including the risk that the securities may be automatically redeemed beginning approximately six months after
the issue date, interest rate risk and our credit risk. If those other risks increase or are otherwise greater than you currently anticipate,
the contingent coupon payments may turn out to be inadequate to compensate you for all the risks of the securities, including the downside
risk of the underlying index. |
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▪
The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent coupon payments.
On any potential redemption date, the securities will be automatically redeemed if the closing level of the underlying index on that
potential redemption date is greater than or equal to the initial index level. Thus, the term of the securities may be limited to as short
as approximately six months. If the securities are redeemed prior to maturity, you will not receive any additional contingent coupon payments.
Moreover, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk.
| ▪ | The securities offer downside exposure to the underlying index, but no upside exposure to the underlying index. You will not
participate in any appreciation in the level of the underlying index over the term of the securities. Consequently, your return on the
securities will be limited to the contingent coupon payments you receive, if any, and may be significantly less than the return on the
underlying index over the term of the securities. In addition, you will not receive any dividends or other distributions or any other
rights with respect to the underlying index or the stocks that constitute the underlying index over the term of the securities. |
| ▪ | The performance of the securities will depend on the closing level of the underlying index solely on the relevant valuation dates,
which makes the securities particularly sensitive to the volatility of the underlying index. Whether the contingent coupon will be
paid for any given quarter and whether the securities will be automatically redeemed prior to maturity will depend on the closing level
of the underlying index solely on the quarterly valuation dates and potential redemption dates, respectively, regardless of the closing
level of the underlying index on other days during the term of the securities. If the securities are not automatically redeemed, what
you receive at maturity will depend solely on the closing level of the underlying index on the final valuation date, and not on any other
day during the term of the securities. Because the performance of the securities depends on the closing level of the underlying index
on a limited number of dates, the securities will be particularly sensitive to volatility in the closing level of the underlying index.
You should understand that the underlying index have historically been highly volatile. |
| ▪ | The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on
our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you
under the securities. |
| ▪ | The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The securities
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently
intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily
basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole discretion, taking into account
prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold at that
price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for
any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because it is likely
that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared
to hold the securities until maturity. |
| ▪ | The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging
the securities that are included in the issue price. These costs include (i) the selling concessions and structuring fees paid in connection
with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of
the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection
with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they
were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely
to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See
“The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below. |
| ▪ | The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI derived
the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have
made discretionary judgments about the inputs to its models, such as the volatility of the underlying index, dividend yields on the stocks
that constitute the underlying index and interest rates. CGMI’s views on these inputs may differ from your or others’ views,
and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may
prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities
set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities
for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities.
Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value. |
| ▪ | The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated
value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which
we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our |
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secondary market rate, which is the rate
that CGMI will use in determining the value of the securities for purposes of any purchases of the securities from you in the secondary
market. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding
rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the securities,
which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal
funding rate is not the same as the coupon that is payable on the securities.
Because there is not an active market for
traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of
traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the
securities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined
measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted
for discretionary factors such as CGMI’s preferences with respect to purchasing the securities prior to maturity.
| ▪ | The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing
to buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of the securities
based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing
supplement, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market
rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition, any secondary
market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount
of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions.
As a result, it is likely that any secondary market price for the securities will be less than the issue price. |
| ▪ | The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities
prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other factors, including the
price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that constitute the underlying
index, interest rates generally, the time remaining to maturity and our and/or Citigroup Inc.’s creditworthiness, as reflected in
our secondary market rate. Changes in the level of the underlying index may not result in a comparable change in the value of your securities.
You should understand that the value of your securities at any time prior to maturity may be significantly less than the issue price. |
| ▪ | 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 Securities” in this pricing
supplement. |
| ▪ | Our offering of the securities does not constitute a recommendation of the underlying index. The fact that we are offering
the securities does not mean that we believe that investing in an instrument linked to the underlying index is likely to achieve favorable
returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the
stocks that constitute the underlying index over the term of the securities or in instruments related to the underlying index or such
stocks over the term of the securities and may publish research or express opinions, that in each case are inconsistent with an investment
linked to the underlying index. These and other activities of our affiliates may affect the level of the underlying index in a way that
has a negative impact on your interests as a holder of the securities. |
| ▪ | The level of the underlying index may be adversely affected by our or our affiliates’ hedging and other trading activities.
We have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions directly in the
stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks and may adjust
such positions during the term of the securities. Our affiliates also trade the stocks that constitute the underlying index and other
financial instruments related to the underlying index or such stocks on a regular basis (taking long or short positions or both), for
their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities could
affect the level of the underlying index in a way that negatively affects the value of the securities. They could also result in substantial
returns for us or our affiliates while the value of the securities declines. |
| ▪ | We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.
Our affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute the underlying index,
including extending loans to, making equity investments in or providing advisory services to such issuers. In the course of this business,
we or our affiliates may acquire non-public information about such issuers, which we will not disclose to you. Moreover, if any of our
affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are available to them
without regard to your interests. |
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| ▪ | The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If
certain events occur, such as market disruption events or the discontinuance of the underlying index, CGMI, as calculation agent, will
be required to make discretionary judgments that could significantly affect your return on the securities. In making these judgments,
the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities. |
| ▪ | Adjustments to the underlying index may affect the value of your securities. S&P Dow Jones Indices LLC (the “underlying
index publisher”) may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes
that could affect the level of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication
of the underlying index at any time without regard to your interests as holders of the securities. |
| ▪ | The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding
the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the
“IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might
not agree with the treatment of the securities as described in “United States Federal Tax Considerations” below. If the IRS
were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the
securities might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely
affect the U.S. federal tax treatment of the securities, possibly retroactively. |
Non-U.S. investors should note that persons
having withholding responsibility in respect of the securities may withhold on any coupon payment paid to a non-U.S. investor, generally
at a rate of 30%. To the extent that we have withholding responsibility in respect of the securities, we intend to so withhold.
You should read carefully the discussion
under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying
product supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your
tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
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Information About the S&P 500® Index
The S&P 500® Index consists of the common stocks
of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. It is calculated
and maintained by S&P Dow Jones Indices LLC. The S&P 500® Index is reported by Bloomberg L.P. under the ticker
symbol “SPX.”
“Standard & Poor’s,” “S&P” and
“S&P 500®” are trademarks of Standard & Poor’s Financial Services LLC and have been licensed
for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—The S&P U.S. Indices—License
Agreement” in the accompanying underlying supplement.
Please refer to the section “Equity Index Descriptions—The
S&P U.S. Indices—The S&P 500® Index” in the accompanying underlying supplement for important disclosures
regarding the S&P 500® Index.
Historical Information
The closing level of the underlying index on September 28, 2022 was
3,719.04.
The graph below shows the closing level of the underlying index for
each day such level was available from January 3, 2012 to September 28, 2022. We obtained the closing levels from Bloomberg L.P., without
independent verification. You should not take the historical levels of the underlying index as an indication of future performance.
S&P 500® Index – Historical Closing Levels
January 3, 2012 to September 28, 2022 |
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* The red line indicates the downside threshold level of 2,006.010,
equal to 55.00% of the closing level on September 27, 2022.
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United States Federal Tax Considerations
You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and
“Summary Risk Factors” in this pricing supplement.
Due to the lack of any controlling legal authority, there is substantial
uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection with any information reporting
requirements we may have in respect of the securities under applicable law, we intend (in the absence of an administrative determination
or judicial ruling to the contrary) to treat the securities for U.S. federal income tax purposes as prepaid forward contracts with associated
coupon payments that will be treated as gross income to you at the time received or accrued in accordance with your regular method of
tax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, this treatment
of the securities is reasonable under current law; however, our counsel has advised us that it is unable to conclude affirmatively that
this treatment is more likely than not to be upheld, and that alternative treatments are possible.
Assuming this treatment of the securities is respected and subject to
the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal
income tax consequences should result under current law:
| · | Any coupon payments on the securities should be taxable as ordinary
income to you at the time received or accrued in accordance with your regular method of accounting for U.S. federal income tax purposes. |
| · | Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to the difference
between the amount realized and your tax basis in the security. For this purpose, the amount realized does not include any coupon paid
on retirement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. Such gain
or loss should be long-term capital gain or loss if you held the security for more than one year. |
We do not plan to request a ruling
from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely
affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In
addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment
of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject
of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult your tax
adviser regarding possible alternative tax treatments of the securities and potential changes in applicable law.
Withholding Tax on Non-U.S. Holders. Because significant aspects
of the tax treatment of the securities are uncertain, persons having withholding responsibility in respect of the securities may withhold
on any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement), generally at a rate of 30%. To the
extent that we have (or an affiliate of ours has) withholding responsibility in respect of the securities, we intend to so withhold. In
order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with certification requirements to establish
that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult
your tax adviser regarding the tax treatment of the securities, including the possibility of obtaining a refund of any amounts withheld
and the certification requirement described above.
As discussed under “United
States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m)
of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend
equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S.
Underlying Equities”) or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially
replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury
regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2025 that
do not have a “delta” of one. Based on the terms of the securities and representations provided by us, our counsel is of the
opinion that the securities should not be treated as transactions that have a “delta” of one within the meaning of the regulations
with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m).
A determination that the securities
are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is
complex and its application may depend on your particular circumstances, including your other transactions. You should consult your tax
adviser regarding the potential application of Section 871(m) to the securities.
We will not be required to pay any additional amounts with respect to
amounts withheld.
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You should read the section entitled “United States Federal
Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that section,
constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing
of the securities.
You should also consult your tax adviser regarding all aspects of
the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan
of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $22.50 for each $1,000.00 security
sold in this offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI, including Morgan Stanley Wealth
Management, and their financial advisors collectively a fixed selling concession of $17.50 for each $1,000.00 security they sell. In addition,
Morgan Stanley Wealth Management will receive a structuring fee of $5.00 for each security they sell. For the avoidance of doubt, the
fees and selling concessions described in this pricing supplement will not be rebated if the securities are automatically redeemed prior
to maturity.
The costs included in the original issue price of the securities will
include a fee paid by Citigroup Global Markets Inc. (“CGMI”) to LFT Securities, LLC, an entity in which an affiliate of Morgan
Stanley Wealth Management has an ownership interest, for providing certain electronic platform services with respect to this offering.
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 Securities
CGMI calculated the estimated value of the securities set forth on the
cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated
value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on
the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying
the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond component
using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary
derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on various
inputs, including the factors described under “Summary Risk Factors—The value of the securities prior to maturity will fluctuate
based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness.
These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.
For a period of approximately three months following issuance of the
securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated
for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one
or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined.
This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the
term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month
temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See “Summary Risk
Factors—The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
Validity of the Securities
In the opinion of Davis Polk & Wardwell LLP, as special products
counsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing supplement have been executed and issued
by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment therefor,
such securities and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings
Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses
no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York, except that
such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the securities.
In giving this opinion, Davis Polk & Wardwell LLP has assumed the
legal conclusions expressed in the opinions set forth below of Alexia Breuvart, 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 &
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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 securities nor the issuance and
delivery of the securities and the related guarantee, nor the compliance by Citigroup Global Markets Holdings Inc. and Citigroup Inc.
with the terms of the securities and the related guarantee respectively, will result in a violation of any provision of any instrument
or agreement then binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction imposed by
any court or governmental body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable.
In the opinion of Alexia Breuvart, Secretary and General Counsel of
Citigroup Global Markets Holdings Inc., (i) the terms of the securities offered by this pricing supplement have been duly established
under the indenture and the Board of Directors (or a duly authorized committee thereof) of Citigroup Global Markets Holdings Inc. has
duly authorized the issuance and sale of such securities and such authorization has not been modified or rescinded; (ii) Citigroup Global
Markets Holdings Inc. is validly existing and in good standing under the laws of the State of New York; (iii) the indenture has been duly
authorized, executed and delivered by Citigroup Global Markets Holdings Inc.; and (iv) the execution and delivery of such indenture and
of the securities offered by this pricing supplement by Citigroup Global Markets Holdings Inc., and the performance by Citigroup Global
Markets Holdings Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation
or bylaws or other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the laws
of the State of New York.
Alexia Breuvart, or other internal attorneys with whom she has consulted,
has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such corporate records
of Citigroup Global Markets Holdings Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed
above. In such examination, she or such persons has assumed the legal capacity of all natural persons, the genuineness of all signatures
(other than those of officers of Citigroup Global Markets Holdings Inc.), the authenticity of all documents submitted to her or such persons
as originals, the conformity to original documents of all documents submitted to her or such persons as certified or photostatic copies
and the authenticity of the originals of such copies.
In the opinion of Barbara Politi, 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 securities by Citigroup Inc. and such authorization has not been modified or rescinded; (ii) Citigroup Inc. is validly
existing and in good standing under the laws of the State of Delaware; (iii) the indenture has been duly authorized, executed and delivered
by Citigroup Inc.; and (iv) the execution and delivery of such indenture, and the performance by Citigroup Inc. of its obligations thereunder,
are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This
opinion is given as of the date of this pricing supplement and is limited to the General Corporation Law of the State of Delaware.
Barbara Politi, or other internal attorneys with whom she has consulted,
has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such corporate records
of Citigroup Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed above. In such examination,
she or such persons has assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers
of Citigroup Inc.), the authenticity of all documents submitted to her or such persons as originals, the conformity to original documents
of all documents submitted to her or such persons as certified or photostatic copies and the authenticity of the originals of such copies.
© 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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