|
The information in this preliminary
pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the
Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities,
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER
27, 2024 |
| Citigroup Global Markets Holdings Inc. |
January----,
2025
Medium-Term Senior Notes,
Series N
Pricing Supplement No. 2025-USNCH[ ]
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-270327 and 333-270327-01 |
Buffered Notes Based on Shares of the SPDR®
Gold Trust Due February ----, 2026
Overview
| ▪ | The securities offered by this pricing supplement are unsecured
senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional
debt securities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities
offer a payment at maturity that may be greater than, equal to or less than the stated principal amount, depending on the performance
of the shares of the SPDR® Gold Trust (the “underlying shares”) from the initial share price to the final
share price. |
| ▪ | The securities offer modified exposure to a limited range of
potential appreciation of the underlying shares multiplied by the upside participation rate specified below and a limited buffer against
the potential depreciation of the underlying shares as described below. In exchange for the limited buffer against potential depreciation,
investors in the securities must be willing to forgo (i) any appreciation of the underlying shares in excess of the maximum return at
maturity specified below and (ii) any dividends that may be paid on the underlying shares. In addition, investors in the securities
must be willing to accept leveraged downside exposure to the underlying shares if the final share price is less than the final buffer
price. If the underlying shares depreciate by more than the buffer percentage from the initial share price to the final share price,
you will lose more than 1% of the stated principal amount of your securities for every 1% by which that depreciation exceeds the buffer
percentage. Accordingly, the lower the final share price, the less benefit you will receive from the buffer. There is no minimum
payment at maturity. |
| ▪ | In order to obtain the modified exposure to the underlying shares
that the securities provide, investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the
risk of not receiving any amount due under the securities if we and Citigroup Inc. default on our obligations. All payments on the
securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. |
| KEY TERMS |
|
| Issuer: |
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
| Guarantee: |
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc. |
| Underlying shares: |
Shares of the SPDR® Gold Trust (ticker symbol: “GLD”) (the “underlying share issuer”) |
| Aggregate stated principal amount: |
$ |
| Stated principal amount: |
$1,000 per security |
| Pricing date: |
January , 2025 (expected to be January 28, 2025) |
| Issue date: |
January , 2025 (expected to be January 31, 2025) |
| Final valuation date: |
February , 2026 (expected to be February 10, 2026), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur |
| Maturity date: |
February , 2026 (expected to be February 13, 2026), subject to postponement as described under “Additional Information” below. |
| Payment at maturity: |
For each $1,000 stated principal amount security you hold at maturity,
you will receive the following amount in U.S. dollars:
▪
If the final share price is greater than the initial share price:
$1,000 + return amount, subject to the maximum return at maturity
▪
If the final share price is less than or equal to the initial share price but greater than or equal to the
final buffer price:
$1,000
▪
If the final share price is less than the final buffer price:
$1,000 + [$1,000 × the buffer rate × (the share return + the buffer percentage)]
If the final share price is less than the final buffer price, your
payment at maturity will be less, and possibly significantly less, than the $1,000 stated principal amount per security. You should not
invest in the securities unless you are willing and able to bear the risk of losing a significant portion, or all, of your investment.
|
| Initial share price: |
$ , the closing price of the underlying shares on the pricing date |
| Final share price: |
The closing price of the underlying shares on the final valuation date |
| Share return: |
(i) The final share price minus the initial share price, divided by (ii) the initial share price |
| Return amount: |
$1,000 × share return × upside participation rate |
| Upside participation rate: |
100.00% |
| Maximum return at maturity: |
The maximum return at maturity will be determined on the pricing date and will be at least $108.50 per security (at least 10.85% of the stated principal amount). In no event will the payment at maturity per security exceed $1,000 plus the maximum return at maturity. |
| Final buffer price: |
$ , 90% of the initial share price |
| Buffer percentage: |
10% |
| Buffer rate: |
The initial share price divided by the final buffer price, which is approximately 111.11% |
| Listing: |
The securities will not be listed on any securities exchange |
| CUSIP / ISIN: |
1730702F9 / US1730702F94 |
| 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(3) |
Proceeds to issuer(3) |
| Per security: |
$1,000.00 |
$10.00 |
$990.00 |
| Total: |
$ |
$ |
$ |
(1) Citigroup Global Markets Holdings Inc. currently expects that the
estimated value of the securities on the pricing date will be at least $930.50 per security, which will be 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) The issue price for investors purchasing the securities in fiduciary
accounts is $990.00 per security.
(3) CGMI will receive an underwriting
fee of $10.00 for each security sold in this offering. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as
placement agents for the securities and, from the underwriting fee to CGMI, will receive a placement fee of $10.00 for each security they
sell in this offering to accounts other than fiduciary accounts. CGMI and the placement agents will forgo an underwriting fee
and placement fee for sales to fiduciary accounts. For more information on the distribution of the securities, see “Supplemental
Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit
from expected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds
and Hedging” in the accompanying prospectus.
Investing in the securities involves risks not associated with an investment in conventional debt
securities. See “Summary Risk Factors” beginning on page PS-6.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal
offense.
You should read this pricing supplement together
with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed
via the hyperlinks below:
Prospectus Supplement and Prospectus each dated March 7, 2023
The securities are not bank deposits and are
not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of,
or guaranteed by, a bank.
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
Additional Information
General. The terms of the securities are set forth in the accompanying
product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement,
prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain
events may occur that could affect your payment at maturity. These events and their consequences
are described in the accompanying product supplement in the sections “Description of the Securities—Consequences of a Market
Disruption Event; Postponement of a Valuation Date,” “Description of the Securities—Certain Additional Terms for Securities
Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments” and “Description of the
Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Delisting, Liquidation
or Termination of an Underlying ETF,” and not in this pricing supplement (except as set forth in the next two paragraphs).
The accompanying underlying supplement contains important disclosures regarding the underlying shares 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 deciding whether to invest in the securities. Certain terms used but not defined in this pricing
supplement are defined in the accompanying product supplement.
Postponement of the Final Valuation Date; Postponement of the Maturity
Date. If the scheduled final valuation date is not a scheduled trading day, the final valuation date will be postponed to the next
succeeding scheduled trading day. In addition, if a market disruption event occurs on the scheduled final valuation date, the calculation
agent may, but is not required to, postpone the final valuation date to the next succeeding scheduled trading day on which a market disruption
event does not occur. However, in no event will the scheduled final valuation date be postponed more than five scheduled trading days
after the originally scheduled final valuation date as a result of a market disruption event occurring on the scheduled final valuation
date. If the final valuation date is postponed so that it falls less than three business days prior to the scheduled maturity date, the
maturity date will be postponed to the third business day after the final valuation date as postponed. The provisions in this paragraph
supersede the related provisions in the accompanying product supplement to the extent the provisions in this paragraph are inconsistent
with those provisions. The terms “scheduled trading day” and “market disruption event” are defined in the accompanying
product supplement.
Delisting, Liquidation or Termination of the Underlying Shares. If
a termination event occurs with respect to the underlying shares as described in the accompanying product supplement in the section “Description
of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Delisting,
Liquidation or Termination of an Underlying ETF”, and if as of any date of determination the calculation agent has not selected
any successor ETF that is available on such date of determination, the closing price with respect to the underlying shares on such date
of determination will be determined by the calculation agent in good faith and in a commercially reasonable manner.
Dilution and Reorganization Adjustments. The initial share price
and the final buffer price are each a “Relevant Value” for purposes of the section “Description of the Securities—Certain
Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments”
in the accompanying product supplement. Accordingly, the initial share price and the final buffer price are each subject to adjustment
upon the occurrence of any of the events described in that section.
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
Payout Diagram
The diagram below illustrates your payment at maturity for a range of
hypothetical share returns. The diagram assumes that the maximum return at maturity will be set at the lowest value indicated on the cover
page of this pricing supplement. The actual maximum return at maturity will be determined on the pricing date.
Buffered Notes
Payment at Maturity Diagram |
 |
| n The Securities |
n The Underlying Shares |
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
Hypothetical Examples
The table and examples below illustrate various hypothetical payments
at maturity assuming the various hypothetical final share prices indicated below. The examples below are based on a hypothetical initial
share price of $100.00 and a hypothetical final buffer price of $90.00 (90% of the hypothetical initial share price) and do not reflect
the actual initial share price or final buffer price. For the actual initial share price and final buffer price, 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 securities work. However, you should understand that the actual payment at maturity on the
securities will be calculated based on the actual initial share price and final buffer price, and not the hypothetical values indicated
below. It is impossible to predict whether you will realize a gain or loss on your investment in the securities. Figures in
the table and examples below have been rounded for ease of analysis. The table and examples below are intended to illustrate
how your payment at maturity will depend on whether the final share price is greater than or less than the initial share price and by
how much. The table and examples below assume that the maximum return at maturity will be set at the lowest value indicated
on the cover page of this pricing supplement. The actual maximum return at maturity will be determined on the pricing date.
| Hypothetical Final Share Price |
Hypothetical Share Return |
Hypothetical Payment at Maturity per Security |
Hypothetical Total Return on Securities at Maturity(1) |
| $200.00 |
100.00% |
$1,108.50 |
10.85% |
| $190.00 |
90.00% |
$1,108.50 |
10.85% |
| $180.00 |
80.00% |
$1,108.50 |
10.85% |
| $170.00 |
70.00% |
$1,108.50 |
10.85% |
| $160.00 |
60.00% |
$1,108.50 |
10.85% |
| $150.00 |
50.00% |
$1,108.50 |
10.85% |
| $140.00 |
40.00% |
$1,108.50 |
10.85% |
| $130.00 |
30.00% |
$1,108.50 |
10.85% |
| $120.00 |
20.00% |
$1,108.50 |
10.85% |
| $110.85 |
10.85% |
$1,108.50 |
10.85% |
| $110.00 |
10.00% |
$1,100.00 |
10.00% |
| $105.00 |
5.00% |
$1,050.00 |
5.00% |
| $101.00 |
1.00% |
$1,010.00 |
1.00% |
| $100.00 |
0.00% |
$1,000.00 |
0.00% |
| $95.00 |
-5.00% |
$1,000.00 |
0.00% |
| $90.00 |
-10.00% |
$1,000.00 |
0.00% |
| $89.99 |
-10.01% |
$999.89 |
-0.01% |
| $80.00 |
-20.00% |
$888.89 |
-11.11% |
| $70.00 |
-30.00% |
$777.78 |
-22.22% |
| $60.00 |
-40.00% |
$666.67 |
-33.33% |
| $50.00 |
-50.00% |
$555.56 |
-44.44% |
| $40.00 |
-60.00% |
$444.44 |
-55.56% |
| $30.00 |
-70.00% |
$333.33 |
-66.67% |
| $20.00 |
-80.00% |
$222.22 |
-77.78% |
| $10.00 |
-90.00% |
$111.11 |
-88.89% |
| $0.00 |
-100.00% |
$0.00 |
-100.00% |
(1) Hypothetical total return on securities at maturity =
(i) hypothetical payment at maturity per security minus $1,000 stated principal amount per security, divided by (ii) $1,000
stated principal amount per security
Example 1—Upside Scenario A. The hypothetical final share
price is $101.00 (a 1.00% increase from the hypothetical initial share price), which is greater than the hypothetical initial share
price.
Payment at maturity per security = $1,000 + the return amount, subject
to the maximum return at maturity of $108.50
= $1,000 + ($1,000 × share return × upside participation
rate), subject to the maximum return at maturity of $108.50
= $1,000 + ($1,000 × 1.00% × 100.00%), subject to the maximum
return at maturity of $108.50
= $1,000 + $10.00, subject to the maximum return at maturity of $108.50
= $1,010.00
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
Because the underlying shares appreciated from the hypothetical initial
share price to the hypothetical final share price and the return amount is $10.00 per security, which is less than the maximum return
at maturity of $108.50, your payment at maturity in this scenario would be equal to the $1,000 stated principal amount per security plus
the return amount, or $1,010.00 per security.
Example 2—Upside Scenario B. The hypothetical final share
price is $140.00 (a 40.00% increase from the hypothetical initial share price), which is greater than the hypothetical initial
share price.
Payment at maturity per security = $1,000 + the return amount, subject
to the maximum return at maturity of $108.50
= $1,000 + ($1,000 × share return × upside participation
rate), subject to the maximum return at maturity of $108.50
= $1,000 + ($1,000 × 40.00% × 100.00%), subject to the maximum
return at maturity of $108.50
= $1,000 + $400.00, subject to the maximum return at maturity of $108.50
= $1,108.50
Because the underlying shares appreciated from the hypothetical initial
share price to the hypothetical final share price by more than the maximum return at maturity of 10.85%, your payment at maturity in this
scenario would be limited to the maximum payment at maturity of $1,108.50 per security. In this scenario, an investment in the securities
would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the underlying shares without
a maximum return.
Example 3—Par Scenario. The hypothetical final share price
is $95.00 (a 5.00% decrease from the hypothetical initial share price), which is greater than the hypothetical final buffer price.
Payment at maturity per security = $1,000
Because the underlying shares depreciated from the hypothetical initial
share price to the hypothetical final share price, but the hypothetical final share price is greater than the final buffer price, your
payment at maturity in this scenario would be equal to the $1,000 stated principal amount per security.
Example 4—Downside Scenario A. The hypothetical final share
price is $70.00 (a 30.00% decrease from the hypothetical initial share price), which is less than the hypothetical final buffer
price.
Payment at maturity per security = $1,000 + [$1,000 × the buffer
rate × (the share return + the buffer percentage)]
= $1,000 + [$1,000 × 1.1111 × (-30.00% + 10.00%)]
= $1,000 + -$222.22
= $777.78
Because the underlying shares depreciated from the hypothetical initial
share price to the hypothetical final share price by more than the 10% buffer percentage, you would lose more than 1% of the stated principal
amount of your securities for every 1% the underlying shares declined beyond the 10% buffer percentage. In this scenario, the
underlying shares depreciated by 30.00% and you would lose approximately 22.22% of the stated principal amount at maturity; therefore,
the securities would provide an effective buffer (which is the difference between the depreciation of the underlying shares and the loss
on the securities) of approximately 7.78%.
Example 5—Downside Scenario B. The hypothetical final share
price is $30.00 (a 70.00% decrease from the hypothetical initial share price), which is less than the hypothetical final buffer
price.
Payment at maturity per security = $1,000 + [$1,000 × the buffer
rate × (the share return + the buffer percentage)]
= $1,000 + [$1,000 × 1.1111 × (-70.00% + 10.00%)]
= $1,000 + -$666.67
= $333.33
Because the underlying shares depreciated from the hypothetical initial
share price to the hypothetical final share price by more than the 10% buffer percentage, you would lose more than 1% of the stated principal
amount of your securities for every 1% the underlying shares declined beyond the 10% buffer percentage. In this scenario, the underlying
shares depreciated by 70.00% and you would lose approximately 66.67% of the stated principal amount at maturity; therefore, the securities
would provide an effective buffer (which is the difference between the depreciation of the underlying shares and the loss on the securities)
of approximately 3.33%. A comparison of this example with the previous example illustrates the diminishing benefit of the buffer the greater
the depreciation of the underlying shares.
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
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 (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 shares. Accordingly, the securities are suitable 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 suitability 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.
Citigroup Inc. will release quarterly earnings on January 15, 2025,
which is during the marketing period and prior to the pricing date of these securities.
| ▪ | You may lose some or all of your investment. Unlike conventional debt securities, the securities do not repay a fixed amount
of principal at maturity. Instead, your payment at maturity will depend on the final share price. If the final share price is less than
the final buffer price, you will lose more than 1% of the stated principal amount of your securities for every 1% by which the underlying
shares have depreciated by more than the buffer percentage. You should understand that any decline in the final share price
in excess of the buffer percentage will result in a magnified loss to your investment by the buffer rate, which will progressively offset
any protection that the buffer percentage would offer. The lower the final share price, the less benefit you will receive from the buffer. There
is no minimum payment at maturity, and you may lose up to all of your investment. |
| ▪ | Your potential return on the securities is limited. Your potential total return on the securities at maturity is limited to
the maximum return at maturity of at least 10.85% (to be determined on the pricing date), which is equivalent to a maximum return at maturity
of at least $108.50 per security. If the underlying shares appreciate by more than the maximum return at maturity, the securities will
underperform a direct investment in the underlying shares. |
| ▪ | The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other amounts
prior to maturity. You should not invest in the securities if you seek current income during the term of the securities. |
| ▪ | Investing in the securities is not equivalent to investing in the underlying shares or the underlying commodity. You will not
have voting rights, rights to receive dividends or other distributions or any other rights with respect to the underlying shares. In addition,
you will not have any ownership interest or rights in the underlying commodity (as defined below) held by the underlying share issuer. |
| ▪ | Your payment at maturity depends on the closing price of the underlying shares on a single day. Because your payment at maturity
depends on the closing price of the underlying shares solely on the final valuation date, you are subject to the risk that the closing
price of the underlying shares on that day may be lower, and possibly significantly lower, than on one or more other dates during the
term of the securities. If you had invested directly in the underlying shares or in another instrument linked to the underlying shares
that you could sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing prices
of the underlying shares, you might have achieved better returns. |
| ▪ | 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 |
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
hedging the securities that are included
in the issue price. These costs include (i) the placement 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 closing price of the underlying shares 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 secondary market rate, which is the rate that CGMI will use in determining the value of the securities for
purposes of any purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement
were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding
rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated with conventional
debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we will pay to investors
in the securities, which do not bear interest. |
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 price and volatility of the closing price of the underlying shares and a number of other
factors, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness, as reflected in
our secondary market rate. Changes in the price of the underlying shares 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. |
| ▪ | The securities are subject to risks associated with gold. The investment objective of the SPDR® Gold Trust is
to reflect the performance of the price of gold bullion, less the expenses of the SPDR® Gold Trust’s operations. The
price of gold is primarily affected by the global demand for and supply of gold. The market for gold bullion is global, and
gold prices are subject to volatile price movements over short periods of time and are affected by numerous factors, including macroeconomic
factors, such as the |
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
structure of and confidence in the global monetary system,
expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which
the price of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial, political,
regulatory, judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry demand
as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental agencies and multilateral
institutions that hold gold. Additionally, gold prices may be affected by levels of gold production, production costs and short-term
changes in supply and demand due to trading activities in the gold market. From time to time, above-ground inventories of gold
may also influence the market. It is not possible to predict the aggregate effect of all or any combination of these factors. The
price of gold has recently been, and may continue to be, extremely volatile.
| ▪ | The underlying share issuer is not an investment company or commodity pool and will not be subject to regulation under the Investment
Company Act of 1940, as amended, or the Commodity Exchange Act. Accordingly, you will not benefit from any regulatory protections
afforded to persons who invest in regulated investment companies or commodity pools. |
| ▪ | The performance and market value of the underlying shares, particularly during periods of market volatility, may not correlate
with the performance of the underlying commodity as well as the net asset value per share. The underlying shares do not fully replicate
the performance of the underlying commodity, which is gold bullion, due to the fees and expenses charged by the underlying share issuer
or by restrictions on access to the underlying commodity due to other circumstances. The underlying share issuer does not generate any
income, and as the underlying share issuers regularly sells the underlying commodity to pay for ongoing expenses, the amount of the underlying
commodity represented by each share gradually declines over time. The underlying share issuer sells the underlying commodity to pay expenses
on an ongoing basis irrespective of whether the trading price of the shares rises or falls in response to changes in the price of the
underlying commodity. The sale by the underlying share issuer of the underlying commodity to pay expenses at a time of low prices for
the underlying commodity could adversely affect the value of the securities. Additionally, there is a risk that some or all of the underlying
share issuer’s holdings in the underlying commodity could be lost, damaged or stolen. Access to the underlying commodity could also
be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of these factors may lead to
a lack of correlation between the performance of the underlying shares and the underlying commodity. In addition, because the underlying
shares are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of the
underlying shares may differ from the net asset value per share of the underlying shares. |
During periods of market volatility, the underlying commodity
may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share of
the underlying shares and the liquidity of the underlying shares may be adversely affected. This kind of market volatility may also disrupt
the ability of market participants to create and redeem shares of the underlying shares. Further, market volatility may adversely affect,
sometimes materially, the prices at which market participants are willing to buy and sell shares of the underlying shares. As a result,
under these circumstances, the market value of shares of the underlying shares may vary substantially from the net asset value per share
of the underlying shares. For all of the foregoing reasons, the performance of the underlying shares may not correlate with the performance
of the underlying commodity as well as the net asset value per share of the underlying shares, which could materially and adversely affect
the value of the securities in the secondary market and/or reduce any payment on the securities.
| ▪ | There are risks relating to commodities trading on the London Bullion Market Association. The investment objective of the SPDR®
Gold Trust is to reflect the performance of the price of gold bullion, less the expenses of the SPDR® Gold Trust’s
operations. The price of gold is determined by the London Bullion Market Association (“LBMA”) or an independent
service provider appointed by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although
all market-making members of the LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA
itself is not a regulated entity. If the LBMA should cease operations, or if bullion trading should become subject to a value
added tax or other tax or any other form of regulation currently not in place, the role of the LBMA gold price as a global benchmark for
the value of gold may be adversely affected. The LBMA is a principals’ market, which operates in a manner more closely
analogous to an over-the-counter physical commodity market than regulated futures markets, and certain features of U.S. futures contracts
are not present in the context of LBMA trading. For example, there are no daily price limits on the LBMA which would otherwise
restrict fluctuations in the prices of LBMA contracts. The LBMA may alter, discontinue or suspend calculation or dissemination
of the LBMA gold price, which could adversely affect the value of the securities. The LBMA, or an independent service provider
appointed by the LBMA, will have no obligation to consider your interests in calculating or revising the LBMA gold price. |
| ▪ | Single commodity prices tend to be more volatile than, and may not correlate with, the prices of commodities generally. The
underlying shares are linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity index. The underlying
commodity may not correlate to the price of commodities generally and may diverge significantly from the prices of commodities generally.
As a result, the securities carry greater risk and may be more volatile than securities linked to the prices of more commodities or a
broad-based commodity index. |
| ▪ | Our offering of the securities is not a recommendation of the underlying shares by CGMI or its affiliates or by the placement agents
or their affiliates. The fact that we are offering the securities does not mean that we believe, or that the placement
agents or their affiliates believe, that investing in an instrument linked to the underlying shares is likely to achieve |
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
favorable returns. In fact, as we and the
placement agents and their affiliates are part of global financial institutions, our affiliates or the placement agents or their affiliates
may have positions (including short positions) in the underlying shares or in instruments related to the underlying shares, and may publish
research or express opinions, that in each case are inconsistent with an investment linked to the underlying shares. These and other activities
of our affiliates or the placement agents or their affiliates may affect the closing price of the underlying shares in a way that has
a negative impact on your interests as a holder of the securities.
| ▪ | The price of the underlying shares may be adversely affected by our or our affiliates’ hedging and other trading activities. We
expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions in the underlying
shares or in financial instruments related to the underlying shares and may adjust such positions during the term of the securities. Our
affiliates and the placement agents and their affiliates also take positions in the underlying shares or in financial instruments related
to the underlying shares 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 price of the underlying shares
in a way that negatively affects the value of and your return on the securities. They could also result in substantial returns for us
or our affiliates or the placement agents or their affiliates while the value of the securities declines. |
| ▪ | We and our affiliates or the placement agents or their affiliates may have economic interests that are adverse to yours as a result
of our affiliates’ or their business activities. Our affiliates or the placement agents or their 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 underlying shares in a way
that negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our affiliates
or the placement agents or their affiliates while the value of the securities declines. In addition, in the course of this
business, we or our affiliates or the placement agents or their 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 securities. If
certain events occur during the term of the securities, such as market disruption events and other events with respect to the underlying
shares, 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. |
| ▪ | The securities may become linked to shares of an issuer other than the original underlying share issuer upon the occurrence of
a reorganization event or upon the delisting of the underlying shares. For example,
if the underlying share issuer enters into a merger agreement that provides for holders of the underlying shares to receive shares of
another entity, the shares of such other entity will become the underlying shares for all purposes of the securities upon consummation
of the merger. Additionally, if the underlying shares are delisted or the underlying share issuer is otherwise terminated,
the calculation agent may, in its sole discretion, select shares of another ETF to be the underlying shares. See “Description
of the Securities— Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and
Reorganization Adjustments” and “—Delisting, Liquidation or Termination of an Underlying ETF” in the accompanying
product supplement. |
| ▪ | Changes that affect the underlying shares may affect the value of your securities. The sponsor of the underlying
shares may at any time make methodological changes or other changes in the manner in which it operates that could affect the price of
the underlying shares. We are not affiliated with such underlying sponsor and, accordingly, we have no control over any changes
such sponsor may make. Such changes could adversely affect the performance of the underlying shares and the value of and your
return on 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 prepaid
forward contracts. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences
of the ownership and disposition of the securities might be materially and adversely affected. Even if the treatment of the securities
as prepaid forward contracts is respected, a security may be treated as a “constructive ownership transaction,” with potentially
adverse consequences described below under “United States Federal Tax Considerations.” Moreover, future legislation, Treasury
regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively. |
If you are a non-U.S. investor, you should review the discussion
of withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.
You should read carefully the discussion
under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying
product supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult
your tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
Information About the SPDR® Gold Trust
The SPDR® Gold Trust is an investment
trust sponsored by World Gold Trust Services, LLC (“World Gold”). The investment objective of the SPDR® Gold
Trust is for the underlying shares to reflect the performance of the price of gold bullion (the “underlying commodity”), less
the SPDR® Gold Trust’s expenses. The SPDR® Gold Trust holds gold bars and from time to time issues
blocks of shares in exchange for deposits of gold and distributes gold in connection with the redemption of blocks of shares.
Information provided to or filed with the SEC by the
SPDR® Gold Trust pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
can be located by reference to SEC file numbers 333-263087 and 001-32356, respectively, through the SEC’s website at http://www.sec.gov.
The underlying shares of the SPDR® Gold Trust trade on the NYSE Arca under the ticker symbol “GLD.”
Please refer to the section “Fund Descriptions—
The SPDR® Gold Trust” in the accompanying underlying supplement for additional information.
We have derived all information regarding the SPDR®
Gold Trust from publicly available information and have not independently verified any information regarding the SPDR®
Gold Trust. This pricing supplement relates only to the securities and not to the SPDR®
Gold Trust. We make no representation as to the performance of the SPDR®
Gold Trust over the term of the securities.
The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the SPDR® Gold Trust
is not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing price of the SPDR®
Gold Trust on December 24, 2024 was $241.44.
The graph below shows the closing price of the SPDR®
Gold Trust for each day such price was available from January 2, 2014 to December 24, 2024. We obtained the closing prices from
Bloomberg L.P., without independent verification. You should not take the historical closing prices as an indication of future performance.
SPDR® Gold Trust – Historical Closing Prices
January 2, 2014 to December 24, 2024 |
 |
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
United States Federal Tax Considerations
You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and
“Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP, a security
should be treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security, you agree (in
the absence of an administrative determination or judicial ruling to the contrary) to this treatment. There is uncertainty
regarding this treatment, and the IRS or a court might not agree with it. Moreover, our counsel’s opinion is based on market conditions
as of the date of this preliminary pricing supplement and is subject to confirmation on the pricing date.
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:
| · | You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or exchange. |
| · | Upon a sale or exchange of a security (including retirement at maturity), you should recognize gain or loss equal to the difference
between the amount realized and your tax basis in the security. Subject to the discussion below concerning the potential application
of the “constructive ownership” rules under Section 1260 of the Code, any gain or loss recognized upon a sale, exchange or
retirement of a security should be long-term capital gain or loss if you held the security for more than one year. |
Even if the treatment of the securities as prepaid forward contracts
is respected, your purchase of a security may be treated as entry into a “constructive ownership transaction,” within the
meaning of Section 1260 of the Code. In that case, all or a portion of any long-term capital gain you would otherwise recognize in respect
of your securities would be recharacterized as ordinary income to the extent such gain exceeded the “net underlying long-term capital
gain.” Any long-term capital gain recharacterized as ordinary income under Section 1260 would be treated as accruing at a constant
rate over the period you held your securities, and you would be subject to an interest charge in respect of the deemed tax liability on
the income treated as accruing in prior tax years. Due to the lack of governing authority under Section 1260, our counsel is not able
to opine as to whether or how Section 1260 applies to the securities. You should read the section entitled “United States Federal
Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Prepaid Forward Contracts—Possible Application
of Section 1260 of the Code” in the accompanying product supplement for additional information and consult your tax adviser regarding
the potential application of the “constructive ownership” rule.
We do not plan to request a ruling from the IRS regarding the treatment
of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership
and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department
and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance.
Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences
of an investment in the securities, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative
tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions below and in “United
States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying
product supplement) of the securities, you generally should not be subject to U.S. federal withholding or income tax in respect of any
amount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively connected
with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.
As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S.
Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”) or indices that
include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic
performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However,
the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta”
of one. Based on the terms of the securities and representations provided by us as of the date of this preliminary pricing
supplement, 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). However, the final determination regarding the treatment of the securities under Section 871(m) will
be made as of the pricing date for the securities, and it is possible that the securities will be subject to withholding tax under Section
871(m) based on the circumstances as of that date.
| Citigroup Global Markets Holdings Inc. |
| Buffered Notes Based on Shares of the SPDR® Gold Trust Due February----, 2026 |
|
A determination that the securities are not subject to Section 871(m)
is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application
may depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding
the potential application of Section 871(m) to the securities.
If withholding tax applies to the securities, we will not be required
to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States Federal
Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that
section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning
and disposing of the securities.
You should also consult your tax adviser regarding all aspects of
the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.
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 $10.00 for each security sold
in this offering. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the securities and, from the
underwriting fee to CGMI, will receive a placement fee of $10.00 for each security they sell in this offering to accounts other than fiduciary
accounts. CGMI and the placement agents will forgo an underwriting fee and placement fee for sales to fiduciary accounts. In
addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if
the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.
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.
The estimated value of the securities is a function of the terms of
the securities and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement,
it is uncertain what the estimated value of the securities will be on the pricing date because certain terms of the securities have not
yet been fixed and because it is uncertain what the values of the inputs to CGMI’s proprietary pricing models will be on the pricing
date.
For a period of approximately six 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 six-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.”
© 2024 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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