Form 424B2 CITIGROUP INC

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The info on this preliminary
pricing complement is just not full and could also be modified. A registration assertion relating to those securities has been filed with the Securities
and Exchange Commission. This preliminary pricing complement and the accompanying prospectus complement and prospectus should not a suggestion
to promote these securities, nor are they soliciting a suggestion to purchase these securities, in any state the place the supply or sale is just not permitted.
SUBJECT TO COMPLETION, DATED AUGUST
23, 2021

Citigroup Global Markets Holdings Inc.

August—-,
2021
Medium-Term Senior Notes,
Series N
Pricing Supplement No. 2021-USNCH8774
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-255302 and 333-255302-03

Floating Rate Notes Due August 31, 2056

·The notes pays curiosity at a floating charge primarily based on SOFR (compounded each day in the course of the related curiosity interval) minus the
floating charge unfold specified beneath, topic to a minimal rate of interest of 0.00%. Interest funds on the notes will fluctuate and could also be
paid at a charge as little as 0.00% every year.

·You could request that we repurchase your notes on an annual foundation (i.e., as soon as each twelve months) starting roughly two
years after the unique subject date, topic to your compliance with the minimal repurchase quantity, the procedural necessities and the
different limitations set forth beneath “Key Terms” on web page PS-2 and in “Annex A—Supplemental Terms of Notes—Early
Repurchase” of this pricing complement. You will obtain lower than your principal quantity in case you request that we repurchase your
notes on any repurchase date previous to August 31, 2052.

·         
The notes are unsecured and unsubordinated debt securities issued by Citigroup Global Markets Holdings Inc. and assured by Citigroup
Inc. All funds on the notes are topic to the credit score threat of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

·It is essential so that you can contemplate the data contained on this pricing complement along with the data contained
within the accompanying prospectus complement and prospectus. The description of the notes beneath dietary supplements, and to the extent inconsistent
with replaces, the outline of the overall phrases of the notes set forth within the accompanying prospectus complement and prospectus.

KEY TERMS

Issuer:
Citigroup Global Markets Holdings Inc., an entirely owned subsidiary of Citigroup Inc.

Guarantee:
All funds due on the notes are absolutely and unconditionally assured by Citigroup Inc.  

Stated principal quantity:
$1,000 per notice

Pricing date:
August 27, 2021

Original subject date:
August 31, 2021

Maturity date:
August 31, 2056. If the maturity date is just not a enterprise day, then the fee required to be made on the maturity date will likely be made on the following succeeding enterprise day with the identical pressure and impact as if made on the maturity date. No extra curiosity will accrue because of delayed fee.

Principal due at maturity:
Full principal quantity due at maturity

Payment at maturity:
Unless earlier repurchased, $1,000 per notice plus any accrued and unpaid curiosity

Interest charge every year:
For every curiosity interval, the notes will bear curiosity at a floating charge every year equal to SOFR (compounded each day over the related curiosity interval as described beneath “Determination of SOFR” beneath) minus a selection of 0.35% (the “floating charge unfold”), topic to a minimal rate of interest of 0.00% every year for any curiosity interval

Interest interval:
Each interval from, and together with, an curiosity interval finish date (or, within the case of the primary curiosity interval, the unique subject date) to, however excluding, the following succeeding curiosity interval finish date; supplied that SOFR for every calendar day from, and together with, the speed closing date for every curiosity interval to, however excluding, the curiosity interval finish date for such curiosity interval will equal SOFR in respect of the speed closing date.

Rate closing date:
For every curiosity interval, the second U.S. authorities securities enterprise day instantly previous the curiosity interval finish date for such curiosity interval.

Interest fee dates:
For every curiosity interval, the curiosity fee date is the curiosity interval finish date that instantly follows the tip of such curiosity interval or, if relevant, the relevant repurchase date.

Interest interval finish date:
The final day of every February, May, August and November, commencing on November 30, 2021 and ending on the maturity date or, if relevant, the relevant repurchase date. If any curiosity interval finish date is just not a enterprise day, then the fee required to be made on that curiosity interval finish date will likely be made on the following succeeding enterprise day with the identical pressure and impact as if it had been made on that curiosity interval finish date. No extra curiosity will accrue because of delayed fee.

Day depend conference:
See “Determination of Interest Payments” on this pricing complement.

Business day:
Any weekday that’s not a authorized vacation in New York City and isn’t a day on which banking establishments in New York City are approved or required by regulation or regulation to be closed and is a U.S. authorities securities enterprise day.

U.S. authorities securities enterprise day:
Any day apart from a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the mounted earnings departments of its members be closed for the whole day for functions of buying and selling in U.S. authorities securities

Business day conference:
Following

CUSIP / ISIN:
17329QG87 / US17329QG874

Listing:
The notes won’t be listed on any securities trade and, accordingly, could have restricted or no market liquidity.

Underwriter:
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, appearing as principal. See “General Information—Supplemental info relating to plan of distribution; conflicts of curiosity” on this pricing complement.

Underwriting charge and subject value:
Issue value
Underwriting charge(1)
Proceeds to issuer

Per notice:
$1,000
$10
$990

Total:
$
$
$

(Key Terms continued on subsequent web page)

(1) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and
the underwriter of the sale of the notes, is appearing as principal and can obtain an underwriting charge of $10 for every $1,000 notice bought
on this providing. Selected sellers not affiliated with CGMI will obtain a promoting concession of $10 for every notice they promote. See “General
Information—Fees and promoting concessions” on this pricing complement. In addition to the underwriting charge, CGMI and its associates
could revenue from anticipated hedging exercise associated to this providing, even when the worth of the notes declines. See “Use of Proceeds
and Hedging” within the accompanying prospectus.

Investing within the notes includes dangers not related to an funding
in standard mounted charge debt securities. See “Risk Factors” starting on web page PS-3.

Neither the Securities and Exchange Commission nor any state securities
fee has authorized or disapproved of the notes or decided that this pricing complement and the accompanying prospectus complement
and prospectus are truthful or full. Any illustration on the contrary is a legal offense.

You
ought to learn this pricing complement along with the accompanying prospectus
complement and prospectus, which might be accessed through the hyperlink beneath:

Prospectus Supplement and Prospectus every dated May 11, 2021

The notes should not financial institution deposits and should not insured
or assured by the Federal Deposit Insurance Corporation or some other governmental company, nor are they obligations of, or assured
by, a financial institution.

The issuer is just not affiliated with the Federal
Reserve Bank of New York. The Federal Reserve Bank of New York doesn’t sanction, endorse, or suggest any services or products provided
by the issuer.

Citigroup Global Markets Holdings Inc. 

KEY TERMS (continued)

Early repurchase:
You could request that we repurchase
all or any portion of your notes on any repurchase date on or after August 31, 2023 (the “preliminary repurchase date”) by
following the procedures described beneath “Annex A—Supplemental Terms of Notes—Early Repurchase,” which can
embrace us receiving a repurchase discover by no later than 4:00 p.m., New York City time, fifteen enterprise days previous to the related
repurchase date. If you fail to adjust to these procedures, your discover will likely be deemed ineffective.  To train the
early repurchase proper, you have to submit notes for repurchase having an combination said principal quantity equal to the minimal repurchase
quantity of $100,000 or an integral a number of of $1,000 in extra thereof.

Repurchase quantity:

Upon early repurchase, you’ll obtain for every $1,000 said principal
quantity notice, on the relevant repurchase date, a money “repurchase quantity” equal to the next quantity, as relevant, plus
any accrued and unpaid curiosity:

 
Repurchase dates occurring:

 
From and together with August 31, 2023 to and together with August 31, 2051    $970

 
From and together with August 31, 2052 to however excluding the maturity date $1,000

Repurchase dates:
$970 repurchase quantity
$1,000 repurchase quantity

August 31, 2023
August 31, 2052

August 31, 2024
August 31, 2053

August 31, 2025
August 31, 2054

August 31, 2026
August 31, 2055

August 31, 2027
 

August 31, 2028
 

August 31, 2029
 

August 31, 2030
 

August 31, 2031
 

August 31, 2032
 

August 31, 2033
 

August 31, 2034
 

August 31, 2035
 

August 31, 2036
 

August 31, 2037
 

August 31, 2038
 

August 31, 2039
 

August 31, 2040
 

August 31, 2041
 

August 31, 2042
 

August 31, 2043
 

August 31, 2044
 

August 31, 2045
 

August 31, 2046
 

August 31, 2047
 

August 31, 2048
 

August 31, 2049
 

August 31, 2050
 

August 31, 2051
 

 

If any repurchase date is just not a enterprise day, then
the fee required to be made on that repurchase date will likely be made on the following succeeding enterprise day with the identical pressure and
impact as if made on that repurchase date. No extra curiosity will accrue because of delayed fee.

Repurchase discover:
A repurchase discover considerably within the type of the repurchase discover set forth in Annex B to this pricing complement

 

  

Citigroup Global Markets Holdings Inc. 

Risk Factors

 

The following is a non-exhaustive listing of sure key threat elements
for buyers within the notes. You ought to learn the danger elements beneath along with the danger elements included within the accompanying prospectus
complement and within the paperwork integrated by reference within the accompanying prospectus, together with Citigroup Inc.’s most up-to-date
Annual Report on Form 10-Okay and any subsequent Quarterly Reports on Form 10-Q, which describe dangers referring to the enterprise of Citigroup
Inc. extra typically. We additionally urge you to seek the advice of your funding, authorized, tax, accounting and different advisers earlier than you resolve to take a position
within the notes.

 

§The quantity of curiosity payable on the notes will fluctuate. The notes differ from standard fixed-rate debt securities in that
the curiosity payable on the notes will fluctuate primarily based on the extent of SOFR and could also be as little as 0.00%.

 

§The yield on the notes could also be decrease than the yield on a traditional fixed-rate debt safety of ours of comparable maturity. The
rate of interest relevant to the notes will fluctuate primarily based on the extent of SOFR, and could also be as little as 0.00% on every curiosity fee date.
As a end result, the efficient yield in your notes could also be lower than that which might be payable on a traditional fixed-rate debt safety
of ours (assured by Citigroup Inc.) of comparable maturity.

 

§The stage of SOFR relevant to any curiosity interval will likely be lowered by 0.35% every year. When figuring out the curiosity payable
on the notes throughout every quarterly curiosity interval, 0.35% will likely be deducted from the extent of SOFR (compounded each day over the related
curiosity interval as described beneath “Determination of SOFR” beneath). As a end result, the curiosity payable on the notes will likely be
lower than that which might be payable with out such deduction.

 

§The notes could also be riskier than an funding with a shorter time period. The notes have a comparatively
long run to maturity. Accordingly, if you don’t personal a adequate principal quantity of notes to fulfill the minimal repurchase quantity
in reference to an train of the early repurchase proper, you can be topic to heightened dangers as in comparison with an funding in
notes with a shorter time period as a result of you can be topic to these dangers for an extended time period. For instance, due to the longer time
horizon of the notes, you can be topic to larger threat that we and Citigroup Inc. could default on our obligations beneath the notes at
some level previous to maturity. In addition, you can be topic to larger rate of interest threat. If SOFR fails to extend considerably
from present ranges, it’s possible you’ll be holding a long-dated safety with a yield that’s decrease than you would possibly obtain on different investments,
together with our mounted charge debt securities of the identical maturity. The comparatively long run of the notes signifies that it might be a substantial
size of time earlier than you’ll have the ability to redeploy your funds to a better yielding funding. Moreover, the worth of a longer-dated
notice is usually lower than the worth of an in any other case comparable notice with a shorter time period, in order that, in case you have been to need to promote the
notes previous to maturity in an effort to spend money on a greater performing different funding, you might not be ready to take action besides at a considerable
loss.

 

§If you request that we repurchase your notes on any repurchase date on or previous to August 31, 2051, you’ll obtain lower than
the said principal quantity of your notes. The repurchase quantity for any repurchase date from and together with August 31, 2023 to and
together with August 31, 2051 is the same as $970 for every $1,000 said principal quantity notice, plus any accrued and unpaid curiosity. As a end result,
in case you request that we repurchase your notes on any repurchase date on or previous to August 31, 2051, you’ll obtain lower than the said
principal quantity of your notes upon an early repurchase.

 

§There are restrictions in your potential to request that we repurchase your notes. To request that we repurchase your notes,
you have to submit at the very least the minimal repurchase quantity of $100,000 in said principal quantity of your notes. You could not train the
early repurchase proper previous to August 31, 2023, and thereafter it’s possible you’ll train the early repurchase proper solely as soon as each twelve months.
In addition, in case you elect to train your early repurchase proper, your request that we repurchase your notes is barely legitimate if we obtain
your repurchase discover by no later than 4:00 p.m., New York City time, fifteen enterprise days previous to the related repurchase date and
in case you comply with the procedures described beneath “Annex A—Supplemental Terms of Notes—Early Repurchase” and we or
our associates acknowledge receipt of the repurchase discover that very same day. If we don’t obtain that repurchase discover or we or our associates
don’t acknowledge receipt of that discover, your repurchase request won’t be efficient and we won’t be required to repurchase your
notes on the corresponding repurchase date. Because of the timing necessities of the repurchase discover, settlement of the repurchase
will likely be extended when in comparison with a sale and settlement in a secondary market sale transaction. As your request that we repurchase your
notes is irrevocable, this may topic you to market threat within the occasion the market fluctuates after we obtain your request.

 

§The notes are topic to the credit score threat of Citigroup Global Markets Holdings Inc. and Citigroup
Inc., and any precise or perceived modifications to the creditworthiness of both entity could adversely have an effect on the worth of the notes. You
are topic to the credit score threat of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc.
defaults on its obligations beneath the notes and Citigroup Inc. defaults on its assure obligations, your funding can be in danger
and you may lose some or your entire funding. As a end result, the worth of the notes will likely be affected by modifications available in the market’s
view of the creditworthiness of Citigroup Global Markets Holdings Inc. or Citigroup Inc. Any decline, or anticipated decline within the credit score
rankings of both entity, or any improve or anticipated improve within the credit score spreads of both entity, is prone to adversely have an effect on
the worth of the notes.

 

§The notes won’t be listed on any securities trade and it’s possible you’ll not have the ability to promote them previous to maturity. The notes will
not be listed on any securities trade. Therefore, there could also be little or no secondary marketplace for the notes. CGMI presently intends
to make a secondary market in relation to the notes and to supply an indicative bid value for the notes each day. Any indicative
bid value for the notes supplied by CGMI will likely be decided in CGMI’s sole discretion, taking into consideration prevailing market situations
and different related elements, and won’t be a illustration by CGMI that the notes might be bought at that value or in any respect. CGMI could droop
or terminate making a market and offering indicative bid costs with out discover, at any time and for any purpose. If CGMI suspends or terminates
making a market, there could also be no secondary market in any respect for the notes as a result of it’s probably

 

Citigroup Global Markets Holdings Inc. 

that CGMI would be the solely broker-dealer
that’s prepared to purchase your notes previous to maturity. Accordingly, besides to the extent the early repurchase proper is obtainable, an investor
have to be ready to carry the notes till maturity.

 

§Immediately following issuance, any secondary market bid value supplied by CGMI, and the worth that will likely be indicated on any brokerage
account statements ready by CGMI or its associates, will replicate a brief upward adjustment. The quantity of this non permanent upward
adjustment will steadily decline to zero over the non permanent adjustment interval. See “General Information—Temporary adjustment
interval” on this pricing complement.

 

§Secondary market gross sales of the notes could lead to a lack of principal. You will likely be entitled to obtain at the very least the total said
principal quantity of your notes, topic to the credit score threat of Citigroup Global Markets Holdings Inc. and Citigroup Inc., provided that you maintain
the notes to maturity or to a repurchase date occurring on or after August 31, 2052. If you’ll be able to promote your notes within the secondary
market previous to maturity, you might be prone to obtain lower than the said principal quantity of the notes.

 

§The inclusion of underwriting charges and projected revenue from hedging within the subject value is prone to adversely have an effect on secondary
market costs. Assuming no modifications in market situations or different related elements, the worth, if any, at which CGMI could also be prepared
to buy the notes in secondary market transactions will probably be decrease than the difficulty value because the subject value of the notes will
embrace, and secondary market costs are prone to exclude, underwriting charges paid with respect to the notes, in addition to the price of hedging
our obligations beneath the notes. The value of hedging consists of the projected revenue that our associates could understand in consideration for
assuming the dangers inherent in managing the hedging transactions. The secondary market costs for the notes are additionally prone to be lowered
by the prices of unwinding the associated hedging transactions. Our associates could understand a revenue from the anticipated hedging exercise even
if the worth of the notes declines. In addition, any secondary market costs for the notes could differ from values decided by pricing
fashions utilized by CGMI, because of seller reductions, mark-ups or different transaction prices.

 

§The value at which you might be able to promote your notes previous to maturity will rely upon various elements and could also be considerably
lower than the quantity you initially make investments. Numerous elements will affect the worth of the notes in any secondary market that
could develop and the worth at which CGMI could also be prepared to buy the notes in any such secondary market, together with: the extent and volatility
of SOFR, rates of interest available in the market, the time remaining to maturity of the notes, modifications in CGMI’s estimation of the worth of
the early repurchase proper, hedging actions by our associates, charges and projected hedging charges and income and any precise or anticipated
modifications within the credit score rankings, monetary situation and outcomes of both Citigroup Global Markets Holdings Inc. or Citigroup Inc. The
worth of the notes will fluctuate and is prone to be lower than the difficulty value at any time previous to maturity, and sale of the notes prior
to maturity could lead to a loss.

 

§The calculation agent, which is an affiliate of the issuer, will make determinations with respect to the notes. Citibank, N.A.,
the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citibank, N.A. will decide, amongst different issues,
the extent of SOFR and can calculate the curiosity payable to you on every curiosity fee date. Any of those determinations or calculations
made by Citibank, N.A. in its capability as calculation agent, together with with respect to the calculation of the extent of SOFR within the occasion
of the unavailability of the extent of SOFR, could adversely have an effect on the quantity of a number of curiosity funds to you.

 

§Hedging and buying and selling exercise by us and our associates may lead to a battle of curiosity. One or extra of our associates
will probably enter into hedging transactions. This hedging exercise will probably contain buying and selling in devices, corresponding to choices, swaps
or futures, primarily based upon SOFR. This hedging exercise could current a battle between your curiosity within the notes and the pursuits our associates
have in executing, sustaining and adjusting their hedge transactions as a result of it may have an effect on the worth at which our affiliate CGMI could
be prepared to buy your notes within the secondary market. Because hedging our obligations beneath the notes includes threat and could also be influenced
by various elements, it’s attainable that our associates could revenue from the anticipated hedging exercise, even when the worth of the notes
declines.

 

§SOFR is a comparatively new market index and because the associated market continues to develop, there
could also be an hostile impact on the return on or worth of the notes. The Federal Reserve Bank of New York (the “NY Federal Reserve”)
started to publish SOFR in April 2018. Although the NY Federal Reserve has additionally begun publishing historic indicative SOFR going again to
2014, such prepublication historic information inherently includes assumptions, estimates and approximations. You mustn’t depend on any historic
modifications or tendencies in SOFR as an indicator of the long run efficiency of SOFR. Since the preliminary publication of SOFR, each day modifications within the
charge have, every so often, been extra unstable than each day modifications in comparable benchmark or market charges. As a end result, the return on the
notes could fluctuate greater than floating charge securities which are linked to much less unstable charges.

 

The
notes probably could have no established buying and selling market when issued, and a longtime buying and selling market could by no means develop or might not be very
liquid. Market phrases for securities listed to SOFR, such because the unfold over the index mirrored in rate of interest provisions, could evolve
over time, and the worth of the notes could also be decrease than these of later-issued SOFR-linked securities because of this. Similarly, if SOFR does
not show to be extensively utilized in securities just like the notes, the worth of the notes could also be decrease than these of securities linked to charges
which are extra extensively used. You could not have the ability to promote the notes in any respect or could not have the ability to promote the notes at costs that can present
a yield akin to comparable investments which have a developed secondary market, and should consequently endure from elevated pricing volatility
and market threat.

 

The
NY Federal Reserve notes on its publication web page for SOFR that use of SOFR is topic to essential limitations, indemnification obligations
and disclaimers, together with that the NY Federal Reserve could alter the strategies of calculation, publication schedule, charge revision practices
or availability of SOFR at any time with out discover. There might be no assure that SOFR won’t be discontinued or essentially altered
in a fashion that’s materially hostile to the pursuits of buyers within the notes. If the way wherein SOFR is calculated is modified
or if SOFR is discontinued, that change or discontinuance could lead to a discount or elimination of the quantity of curiosity payable on
the notes and a discount within the worth of the notes.

 

Citigroup Global Markets Holdings Inc. 

§The components used to find out the rate of interest on the notes is comparatively new available in the market,
and because the associated market continues to develop there could also be an hostile impact on return on or worth of the notes. The rate of interest
on the notes relies on a components used to calculate a each day compounded SOFR charge, which is comparatively new available in the market. For every curiosity
interval, the rate of interest on the notes relies on a each day compounded SOFR charge calculated utilizing the components described in “Determination
of SOFR” beneath. This rate of interest won’t be the SOFR charge revealed on or for a selected day throughout such curiosity interval or
a mean of SOFR charges throughout such interval nor will it’s the identical because the rate of interest on different SOFR-linked notes that use an alternate
components to find out the rate of interest. Also, if the SOFR charge for a selected day throughout an curiosity interval is detrimental, inclusion of
that charge within the calculation will cut back the rate of interest for such curiosity interval; supplied that in no occasion will the curiosity
payable on the notes be lower than zero.

 

Additionally,
market phrases for notes linked to SOFR could evolve over time, and the worth of the notes could also be decrease than these of later-issued SOFR-linked
securities because of this. Similarly, if the components to calculate each day compounded SOFR for the notes doesn’t show to be extensively utilized in
different securities just like the notes, the buying and selling value of the notes could also be decrease than these of securities having a components extra extensively used.
You could not have the ability to promote the notes in any respect or could not have the ability to promote the notes at costs that can present a yield akin to comparable
investments which have a developed secondary market, and should consequently endure from elevated pricing volatility and market threat.

 

The
NY Federal Reserve (or a successor), as administrator of SOFR, may make methodological or different modifications that would change the worth
of SOFR, together with modifications associated to the strategy by which SOFR is calculated, eligibility standards relevant to the transactions used
to calculate SOFR, or timing associated to the publication of SOFR. In addition, the administrator could alter, discontinue or droop calculation
or dissemination of SOFR (wherein case a fallback technique of figuring out rates of interest on the notes will apply). The administrator has
no obligation to think about the pursuits of holders of notes when calculating, adjusting, changing, revising or discontinuing SOFR.

 

§The rate of interest on the notes will likely be decided utilizing different strategies if SOFR is not any
longer out there, and which will have an hostile impact on the return on and worth of the notes. The phrases of the notes present that
if a benchmark transition occasion and its associated benchmark alternative date happen with respect to SOFR, the rate of interest payable on the
notes will likely be decided utilizing the next-available benchmark alternative. As described above, these alternative charges and spreads could also be
chosen or formulated by (i) the related governmental physique (such because the Alternative Reference Rates Committee of the NY Federal Reserve)
(ii) the International Swaps and Derivatives Association, Inc. or (iii) in sure circumstances, Citigroup (or one among its associates).
In addition, the phrases of the notes expressly authorize Citigroup (or one among its associates) to make benchmark alternative conforming
modifications with respect to, amongst different issues, the dedication of curiosity intervals and the timing and frequency of figuring out charges and
making funds of curiosity. The pursuits of Citigroup (or its affiliate) in making the determinations described above could also be hostile
to your pursuits as a holder of the notes.

 

The
software of a benchmark alternative and benchmark alternative adjustment, and any implementation of benchmark alternative conforming
modifications, or any implementation of a substitute, successor or different reference charge may lead to hostile penalties to the curiosity
charge payable on the notes, which may adversely have an effect on the return on, worth of and marketplace for the notes. Further, there is no such thing as a assurance
that the traits of any substitute, successor or different reference charge or benchmark alternative will likely be much like SOFR or
the then-current benchmark that it’s changing, or that any benchmark alternative will produce the financial equal of SOFR or the
then-current benchmark that it’s changing.

 

§We or our subsidiaries or associates could publish analysis that would have an effect on the market worth of the notes. We or our subsidiaries
or associates could, at current or sooner or later, publish analysis experiences with respect to actions in rates of interest typically, or the
LIBOR transition or SOFR particularly. This analysis is modified every now and then with out discover and should specific opinions or present
suggestions which are inconsistent with buying or holding the notes. Any of those actions could have an effect on the market worth of the
notes.

 

§You could have no rights in opposition to the writer of SOFR. You could have no rights in opposition to the writer of SOFR though the
quantity you obtain on every curiosity fee date will rely upon the extent of SOFR. The writer of SOFR is just not in any manner concerned
on this providing and has no obligations referring to the notes or the holders of the notes.

 

General Information

Temporary adjustment interval:
For a interval of roughly six months following issuance of the notes, the worth, if any, at which CGMI can be prepared to purchase the notes from buyers, and the worth that will likely be indicated for the notes on any brokerage account statements ready by CGMI or its associates (which worth CGMI may publish by way of a number of monetary info distributors), will replicate a brief upward adjustment from the worth or worth that will in any other case be decided. This non permanent upward adjustment represents a portion of the hedging revenue anticipated to be realized by CGMI or its associates over the time period of the notes. The quantity of this non permanent upward adjustment will decline to zero on a straight-line foundation over the six-month non permanent adjustment interval.  However, CGMI is just not obligated to purchase the notes from buyers at any time.  See “Risk Factors—The notes won’t be listed on any securities trade and it’s possible you’ll not have the ability to promote them previous to maturity.”

 

Citigroup Global Markets Holdings Inc. 

U.S. federal earnings tax concerns:

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes
must be handled as “variable charge debt devices” for U.S. federal earnings tax functions. Under this remedy, said curiosity
on the notes will likely be taxable to a U.S. Holder (as outlined within the accompanying prospectus complement) as abnormal curiosity earnings on the
time it accrues or is acquired in accordance with the U.S. Holder’s technique of tax accounting.
 
Upon the sale or different taxable disposition of a notice, a U.S. Holder
typically will acknowledge capital acquire or loss equal to the distinction between the quantity realized on the disposition (apart from any quantity
attributable to accrued curiosity, which will likely be handled as a fee of curiosity) and the U.S. Holder’s adjusted tax foundation within the
notice. A U.S. Holder’s adjusted tax foundation in a notice typically will equal the price of the notice to the U.S. Holder. Such acquire or loss
typically will likely be long-term capital acquire or loss if the U.S. Holder has held the notice for a couple of 12 months on the time of disposition.
 
Subject to the dialogue in “United States Federal Tax Considerations”
within the accompanying prospectus complement, beneath present regulation Non-U.S. Holders (as outlined within the accompanying prospectus complement) typically
won’t be topic to U.S. federal withholding or earnings tax with respect to curiosity paid on and quantities acquired on the sale, trade
or retirement of the notes in the event that they adjust to relevant certification necessities. Special guidelines apply to Non-U.S. Holders whose earnings
on the notes is successfully linked with the conduct of a U.S. commerce or enterprise or who’re people current within the United States
for 183 days or extra in a taxable 12 months.
 
You ought to learn the part entitled “United States Federal
Tax Considerations” within the accompanying prospectus complement. The previous dialogue, when learn together with that part,
constitutes the total opinion of Davis Polk & Wardwell LLP relating to the fabric U.S. federal tax penalties of proudly owning and disposing
of the notes. It doesn’t handle the potential penalties of an funding within the notes for the tax remedy of your different investments
or transactions.
 
You must also seek the advice of your tax adviser relating to all features
of the U.S. federal tax penalties of an funding within the notes and any tax penalties arising beneath the legal guidelines of any state, native
or non-U.S. taxing jurisdiction. 

Notes used as certified alternative property:

Prospective buyers looking for to deal with the notes as “certified
alternative property” for functions of Section 1042 of the Internal Revenue Code of 1986, as amended (the “Code”), ought to
remember that Section 1042 requires the issuer to satisfy sure necessities to ensure that the notes to represent certified alternative
property. In basic, certified alternative property is a safety issued by a home working company that didn’t, for the taxable
12 months previous the taxable 12 months wherein such safety was bought, have “passive funding earnings” in extra of 25 %
of the gross receipts of such company for such previous taxable 12 months (the “passive earnings check”). For functions of the
passive earnings check, the place the issuing company is in command of a number of firms or such issuing company is managed
by a number of different firms, all such firms are handled as one company (the “affiliated group”) when computing
the quantity of passive funding earnings beneath Section 1042.
 
Citigroup Global Markets Holdings Inc. believes that lower than 25 %
of its affiliated group’s gross receipts was passive funding earnings for the taxable 12 months ending December 31, 2020. In making
this dedication, we’ve got made sure assumptions and used procedures which we consider are affordable. Accordingly, Citigroup Global
Markets Holdings Inc., as issuer, is of the view that the notes ought to qualify as “certified alternative property.” Citigroup
Global Markets Holdings Inc. can’t give any assurance as as to if its affiliated group will proceed to satisfy the passive earnings check.
It is, as well as, attainable that the Internal Revenue Service could disagree with the way wherein Citigroup Global Markets Holdings
Inc. has calculated the affiliated group’s gross receipts (together with the characterization thereof) and passive funding earnings
and the conclusions reached herein.
 
The notes are securities with no established buying and selling market. No assurance
might be given as as to if a buying and selling marketplace for the notes will develop or as to the liquidity of a buying and selling marketplace for the notes. The availability
and liquidity of a buying and selling marketplace for the notes can even be affected by the diploma to which purchasers deal with the notes as certified alternative
property.
 

Trustee:
The Bank of New York Mellon (as trustee beneath an indenture dated March 8, 2016) will function trustee for the notes.

 

 

Citigroup Global Markets Holdings Inc. 

Use of proceeds and hedging:

The internet proceeds acquired from the sale of the notes will likely be used for
basic company functions and, partially, in reference to hedging our obligations beneath the notes by way of a number of of our associates.
 
Hedging actions associated to the notes by a number of of our associates
includes buying and selling in a number of devices, corresponding to choices, swaps and/or futures, primarily based on SOFR and/or taking positions in some other
out there securities or devices that we could want to use in reference to such hedging and should embrace changes to such positions
in the course of the time period of the notes. It is feasible that our associates could revenue from this hedging exercise, even when the worth of the notes
declines. Profit or loss from this hedging exercise may have an effect on the worth at which Citigroup Global Markets Holdings Inc.’s affiliate,
CGMI, could also be prepared to buy your notes within the secondary market. For additional info on our use of proceeds and hedging, see
“Use of Proceeds and Hedging” within the accompanying prospectus. 

ERISA and IRA buy concerns:
Please check with “Benefit Plan Investor Considerations” within the accompanying prospectus complement for essential info for buyers which are ERISA or different profit plans or whose underlying property embrace property of such plans.

Fees and promoting concessions:

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the notes, is appearing as principal and can obtain an underwriting charge of $10 for every notice bought on this providing.
CGMI pays chosen sellers not affiliated with CGMI a promoting concession of $10 for every notice they promote.
 
Additionally, it’s attainable that CGMI and its associates could revenue
from anticipated hedging exercise associated to this providing, even when the worth of the notes declines. You ought to check with “Risk Factors”
above and the part “Use of Proceeds and Hedging” within the accompanying prospectus. 

Supplemental info relating to plan of distribution; conflicts of curiosity:

The phrases and situations set forth within the Amended and Restated Global
Selling Agency Agreement dated April 7, 2017 amongst Citigroup Global Markets Holdings Inc., Citigroup Inc. and the brokers named therein,
together with CGMI, govern the sale and buy of the notes.
 
The notes won’t be listed on any securities trade.
 
In order to hedge its obligations beneath the notes, Citigroup Global
Markets Holdings Inc. expects to enter into a number of swaps or different derivatives transactions with a number of of its associates. You
ought to check with the sections “Risk Factors—Hedging and buying and selling exercise by us or our associates may lead to a battle
of curiosity,” and “General Information—Use of proceeds and hedging” on this pricing complement and the part
“Use of Proceeds and Hedging” within the accompanying prospectus.
 
See “Plan of Distribution; Conflicts of Interest” in
the accompanying prospectus complement for extra info. 

Calculation agent:
Citibank, N.A., an affiliate of Citigroup Global Markets Holdings Inc., will function calculation agent for the notes. All determinations made by the calculation agent will likely be on the sole discretion of the calculation agent and can, within the absence of manifest error, be conclusive for all functions and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the holders of the notes. Citibank, N.A. is obligated to hold out its duties and capabilities as calculation agent in good religion and utilizing its affordable judgment.

Paying agent:
Citibank, N.A. will function paying agent and registrar and also will maintain the worldwide safety representing the notes as custodian for The Depository Trust Company (“DTC”).

Contact:
Clients could contact their native brokerage consultant. Third occasion distributors could contact Citi Structured Investment Sales at (212) 723-7005.

We encourage you to additionally learn the accompanying prospectus complement
and prospectus, which might be accessed through the hyperlink on the quilt web page of this pricing complement.

 

Determination of Interest Payments

 

On every curiosity fee date,
the quantity of every curiosity fee will equal the said principal quantity of the notes multiplied by the sum of the curiosity elements
calculated for every day throughout such curiosity interval; supplied that in no occasion will the curiosity fee be lower than zero. The
“curiosity issue” for every such day will likely be computed by dividing the rate of interest relevant to that day by 360. The curiosity
charge relevant to every such day will likely be equal to the accrued curiosity compounding issue (as outlined beneath “Determination of SOFR”
beneath) minus the floating charge unfold.

 

Citigroup Global Markets Holdings Inc. 

Determination of SOFR

 

For the needs of calculating curiosity with respect to any curiosity
interval:

 

“Accrued curiosity compounding issue” means the results of
the next components:

 

 

the place:

 

“d0”, for any curiosity interval, is
the variety of U.S. authorities securities enterprise days within the related curiosity interval.

 

“i” is a sequence of entire numbers from one to
d0, every representing the related U.S. authorities securities enterprise days in chronological order from, and together with, the
first U.S. authorities securities enterprise day within the related curiosity interval.

 

“SOFRi”, for any day “i”
within the related curiosity interval, is a reference charge equal to SOFR in respect of that day.

 

“ni”, for any day “i”
within the related curiosity interval, is the variety of calendar days from, and together with, such U.S. authorities securities enterprise day “i”
to, however excluding, the next U.S. authorities securities enterprise day.

 

“d” is the variety of calendar days within the related
curiosity interval.

 

“SOFR” means, with respect to any day, the speed decided
by the calculation agent in accordance with the next provisions:

 

(1)the Secured Overnight Financing Rate for trades made on such day that seems at roughly 3:00 p.m. (New York City time) on the
NY Federal Reserve’s web site on the U.S. authorities securities enterprise day instantly following such U.S. authorities securities
enterprise day; or

 

(2)if the speed laid out in (1) above doesn’t so seem, until a benchmark transition occasion and its associated benchmark alternative date
have occurred as described in (3) beneath, the Secured Overnight Financing Rate revealed on the NY Federal Reserve’s web site for
the primary previous U.S. authorities securities enterprise day for which the Secured Overnight Financing Rate was revealed on the NY Federal
Reserve’s web site; or

 

(3)if a benchmark transition occasion and its associated benchmark alternative date have occurred previous to the related curiosity interval finish
date, the calculation agent will use the benchmark alternative to find out the speed and for all different functions referring to the notes.

 

In reference to the SOFR definition above, the next definitions
apply:

 

“Benchmark” means, initially, SOFR; supplied that
if a benchmark transition occasion and its associated benchmark alternative date have occurred with respect to SOFR or the then-current benchmark,
then “benchmark” means the relevant benchmark alternative.

 

“Benchmark alternative” means the primary different set
forth within the order beneath that may be decided by Citigroup (or one among its associates) as of the benchmark alternative date:

 

(1)the sum of: (a) the alternate charge of curiosity that has been chosen or advisable by the related governmental physique because the alternative
for the then-current benchmark for the relevant corresponding tenor and (b) the benchmark alternative adjustment; or

 

(2)the sum of: (a) the ISDA fallback charge and (b) the benchmark alternative adjustment; or

 

(3)the sum of: (a) the alternate charge of curiosity that has been chosen by Citigroup (or one among its associates) because the alternative for
the then-current benchmark for the relevant corresponding tenor giving due consideration to any industry-accepted charge of curiosity as
a alternative for the then-current benchmark for U.S. dollar-denominated floating charge notes at such time and (b) the benchmark alternative
adjustment.

 

“Benchmark alternative adjustment” means the primary different
set forth within the order beneath that may be decided by Citigroup (or one among its associates) as of the benchmark alternative date:

 

(1)the unfold adjustment, or technique for calculating or figuring out such unfold adjustment, (which can be a optimistic or detrimental worth
or zero) that has been chosen or advisable by the related governmental physique for the relevant unadjusted benchmark alternative;

 

(2)if the relevant unadjusted benchmark alternative is equal to the ISDA fallback charge, then the ISDA fallback adjustment;

 

(3)the unfold adjustment (which can be a optimistic or detrimental worth or zero) that has been chosen by Citigroup (or one among its associates)
giving due consideration to any industry-accepted unfold adjustment, or technique for calculating or figuring out such unfold adjustment,
for the alternative of the then-current benchmark with the relevant unadjusted benchmark alternative for U.S. dollar-denominated floating
charge notes at such time.

 

“Benchmark alternative conforming modifications” means, with respect
to any benchmark alternative, any technical, administrative or operational modifications that Citigroup (or one among its associates) decides could
be acceptable to replicate the adoption of such benchmark alternative in a fashion considerably per market apply (or, if
Citigroup (or such affiliate) decides that adoption of any

 

Citigroup Global Markets Holdings Inc. 

portion of such market apply is just not administratively possible or
if Citigroup (or such affiliate) determines that no market apply to be used of the benchmark alternative exists, in such different method
as Citigroup (or such affiliate) determines in all fairness needed).

 

“Benchmark alternative date” means the earliest to happen
of the next occasions with respect to the then-current benchmark:

 

(1)within the case of clause (1) or (2) of the definition of “benchmark transition occasion,” the later of (a) the date of the general public
assertion or publication of knowledge referenced therein and (b) the date on which the administrator of the benchmark completely or
indefinitely ceases to supply the benchmark; or

 

(2)within the case of clause (3) of the definition of “benchmark transition occasion,” the date of the general public assertion or publication
of knowledge referenced therein.

 

For the avoidance of doubt, if the occasion giving rise to the benchmark
alternative date happens on the identical day as, however sooner than, the reference time in respect of any dedication, the benchmark alternative
date will likely be deemed to have occurred previous to the reference time for such dedication.

 

“Benchmark transition occasion” means the incidence of 1
or extra of the next occasions with respect to the then-current Benchmark:

 

(1)a public assertion or publication of knowledge by or on behalf of the administrator of the benchmark saying that such administrator
has ceased or will stop to supply the benchmark, completely or indefinitely, supplied that, on the time of such assertion or publication,
there is no such thing as a successor administrator that can proceed to supply the benchmark;

 

(2)a public assertion or publication of knowledge by the regulatory supervisor for the administrator of the benchmark, the central
financial institution for the forex of the benchmark, an insolvency official with jurisdiction over the administrator for the benchmark, a decision
authority with jurisdiction over the administrator for the benchmark or a courtroom or an entity with comparable insolvency or decision authority
over the administrator for the benchmark, which states that the administrator of the benchmark has ceased or will stop to supply the
benchmark completely or indefinitely, supplied that, on the time of such assertion or publication, there is no such thing as a successor administrator
that can proceed to supply the benchmark; or

 

(3)a public assertion or publication of knowledge by the regulatory supervisor for the administrator of the benchmark saying that
the benchmark is now not consultant.

 

“Corresponding tenor” with respect to a benchmark alternative
means a tenor (together with in a single day) having roughly the identical size (disregarding enterprise day adjustment) because the relevant tenor
for the then-current benchmark.

 

“ISDA” means the International Swaps and Derivatives Association,
Inc. or any successor thereto.

 

“ISDA definitions” means the 2006 ISDA Definitions revealed
by ISDA, as amended or supplemented every now and then, or any successor definitional booklet for rate of interest derivatives revealed from
time to time.

 

“ISDA fallback adjustment” means the unfold adjustment (which
could also be a optimistic or detrimental worth or zero) that will apply for derivatives transactions referencing the ISDA definitions to be decided
upon the incidence of an index cessation occasion with respect to the benchmark for the relevant tenor.

 

“ISDA fallback charge” means the speed that will apply for
derivatives transactions referencing the ISDA definitions to be efficient upon the incidence of an index cessation date with respect
to the benchmark for the relevant tenor excluding the relevant ISDA fallback adjustment.

 

“NY Federal Reserve” means the Federal Reserve Bank of New
York.

 

“NY Federal Reserve’s web site” means the web site of
the NY Federal Reserve, presently at http://www.newyorkfed.org, or any successor web site of the NY Federal Reserve or the web site of any
successor administrator of the Secured Overnight Financing Rate.

 

“Reference time” with respect to any dedication of the
benchmark means the time decided by Citigroup (or one among its associates) in accordance with the benchmark alternative conforming modifications.

 

“Relevant governmental physique” means the Federal Reserve Board
and/or the NY Federal Reserve, or a committee formally endorsed or convened by the Federal Reserve Board and/or the NY Federal Reserve
or any successor thereto.

 

“Unadjusted benchmark alternative” means the benchmark alternative
excluding the benchmark alternative adjustment.

 

Citigroup Global Markets Holdings Inc. 

About SOFR

 

SOFR is revealed by the NY
Federal Reserve and is meant to be a broad measure of the price of borrowing money in a single day collateralized by Treasury securities.
The NY Federal Reserve experiences that SOFR consists of all trades within the Broad General Collateral Rate, plus bilateral Treasury repurchase
settlement (“repo”) transactions cleared by way of the delivery-versus-payment service provided by the Fixed Income Clearing Corporation
(the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by the
NY Federal Reserve to take away a portion of the foregoing transactions thought-about to be “specials”. According to the NY Federal
Reserve, “specials” are repos for specific-issue collateral which occur at cash-lending charges beneath these for basic
collateral repos as a result of money suppliers are prepared to simply accept a lesser return on their money in an effort to get hold of a selected safety.

 

The NY Federal Reserve experiences that SOFR is calculated as a volume-weighted
median of transaction-level tri-party repo information collected from The Bank of New York Mellon, which presently acts because the clearing financial institution
for the tri-party repo market, in addition to General Collateral Finance Repo transaction information and information on bilateral Treasury repo transactions
cleared by way of the FICC’s delivery-versus-payment service. The NY Federal Reserve notes that it obtains info from DTCC Solutions
LLC, an affiliate of DTCC.

 

The NY Federal Reserve presently publishes SOFR each day on its web site.
The NY Federal Reserve states on its publication web page for SOFR that use of SOFR is topic to essential disclaimers, limitations and indemnification
obligations, together with that the NY Federal Reserve could alter the strategies of calculation, publication schedule, charge revision practices
or availability of SOFR at any time with out discover. Information contained within the publication web page for SOFR is just not integrated by reference
in, and shouldn’t be thought-about a part of, this pricing complement.

 

Historical Information on SOFR

 

SOFR was 0.05% on August 18, 2021.

 

The graph beneath exhibits the revealed each day charge for SOFR for every day
it was out there from April 2, 2018 to August 18, 2021. We obtained the values beneath from Bloomberg L.P., with out unbiased verification.
The values beneath don’t replicate the unfold that will likely be deducted from SOFR in figuring out the speed at which curiosity is paid on the notes.
You mustn’t take the historic efficiency of SOFR as a sign of future efficiency.

 

The historic charges don’t replicate the each day compounding technique
used to calculate the floating charge at which curiosity will likely be payable on the notes.

s

Historical SOFR
April 2, 2018 to August
18, 2021

Citigroup Global Markets Holdings Inc. 

Certain Selling Restrictions

 

Prohibition of Sales to EEA Retail Investors

 

The notes might not be provided,
bought or in any other case made out there to any retail investor within the European Economic Area. For the needs of this provision:

 

(a)
the expression “retail investor” means an individual who’s one (or extra) of the next:

 

(i)
a retail consumer as outlined in level (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

 

(ii)
a buyer inside the which means of Directive 2002/92/EC, the place that buyer wouldn’t qualify as knowledgeable consumer as outlined in level
(10) of Article 4(1) of MiFID II; or

 

(iii)
not a professional investor as outlined in Directive 2003/71/EC; and

 

(b)
the expression “supply” consists of the communication in any type and by any technique of adequate info on the phrases of the
supply and the notes provided in order to allow an investor to resolve to buy or subscribe the notes.

 

Additional Information

 

We reserve the correct to withdraw, cancel or modify any providing of the
notes and to reject orders in entire or partially previous to their issuance.

 

© 2021 Citigroup Global Markets Inc. All rights reserved. Citi
and Citi and Arc Design are logos and repair marks of Citigroup Inc. or its associates and are used and registered all through the
world.

 

Citigroup Global Markets Holdings Inc. 

Annex A

 

Supplemental Terms of Notes

 

Early Repurchase

 

You could submit a request to have us repurchase all or any portion of
your notes on any repurchase date in the course of the time period of the notes on or after the preliminary repurchase date, topic to the procedures and
phrases set forth beneath. Any repurchase request that we settle for in accordance with the procedures and phrases set forth beneath will likely be irrevocable.
To train the early repurchase proper, you have to submit notes for repurchase having an combination said principal quantity equal to the
minimal repurchase quantity of $100,000 or an integral a number of of $1,000 in extra thereof.

 

To request that we repurchase your notes, you have to instruct your dealer
or different individual by way of which you maintain your notes to take the next steps:

 

·Send a discover of repurchase,
considerably within the type hooked up as Annex B to this pricing complement (a “repurchase
discover”), to us through e mail at [email protected],
with “Floating Rate Notes Due August 31, 2056, CUSIP No. 17329QG87” as the topic
line, by no later than 4:00 p.m., New York City time, fifteen enterprise days previous to the
related repurchase date. We or our affiliate should acknowledge receipt of the repurchase
discover on the identical enterprise day for it to be efficient, which acknowledgment will likely be deemed
to proof our acceptance of your repurchase request;

 

·Instruct your DTC custodian to e book a supply versus fee commerce with respect to your notes on the related repurchase date at
a value equal to the repurchase quantity payable upon early repurchase of the notes; and

 

·Cause your DTC custodian to ship the commerce as booked for settlement through DTC at or previous to 10:00 a.m., New York City time, on the
day on which the notes will likely be repurchased.

 

Different brokerage companies could have completely different deadlines for accepting
directions from their clients. Accordingly, you need to seek the advice of the brokerage agency by way of which you personal your curiosity within the notes
in respect of these deadlines. If we don’t obtain your repurchase discover by 4:00 p.m., New York City time, fifteen enterprise days prior
to the related repurchase date or we (or our associates) don’t acknowledge receipt of the repurchase discover on the identical day, your repurchase
discover won’t be efficient, and we won’t repurchase your notes. Once given, a repurchase discover might not be revoked.

 

The calculation agent will, in its sole discretion, resolve any questions
which will come up as to the validity of a repurchase discover and the timing of receipt of a repurchase discover or as as to if and when the
required deliveries have been made. Questions concerning the repurchase necessities must be directed to [email protected]

 

Citigroup Global Markets Holdings Inc. 

Annex B

 

Form of Repurchase Notice

 

To: Citigroup Global Markets Holdings Inc. – Middle Office

 

Subject: Floating Rate Notes Due August 31, 2056, CUSIP No. 17329QG87

 

Ladies and Gentlemen:

 

The undersigned holder of Citigroup Global Markets
Holdings Inc.’s Medium-Term Senior Notes, Series N, Floating Rate Notes Due August 31, 2056, CUSIP No. 17329QG87, absolutely and unconditionally
assured by Citigroup Inc. (the “notes”), hereby irrevocably elects to train, with respect to the variety of the notes
indicated beneath, as of the date hereof, the correct to have you ever repurchase such notes on the repurchase date specified beneath as described
within the pricing complement dated August , 2021 referring to the notes (collectively, the “complement”). Terms not outlined herein
have the meanings given to such phrases within the complement.

 

The undersigned certifies to you that it’ll (i)
instruct its DTC custodian with respect to the notes (specified beneath) to e book a supply versus fee commerce on the related repurchase
date with respect to the variety of notes specified beneath at a value per $1,000 said principal quantity notice decided within the method described
within the complement, going through DTC 0274 and (ii) trigger the DTC custodian to ship the commerce as booked for settlement through DTC at or prior
to 10:00 a.m. New York City time on the repurchase date.

 

Very actually yours,

 

[NAME OF HOLDER]

 

Name:Title:Telephone:Fax:Email:

 

Number of notes surrendered for repurchase (minimal of $100,000 said
principal quantity):

 

Applicable repurchase date: _________________, 20__*

 

DTC # (and any related sub-account):

 

Contact Name:Telephone:

 

Acknowledgment: I acknowledge that the notes specified above won’t
be repurchased until the entire necessities specified within the complement are glad, together with the acknowledgment by you or your affiliate
of the receipt of this discover on the date hereof.

 

Questions relating to the repurchase necessities of your notes ought to
be directed to CAG US Middle Office through e mail at [email protected]

 

*Subject to adjustment as described within the complement.

 

 

 

 

 

 

 

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