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|Citigroup Global Markets Holdings Inc.||
Callable Contingent Coupon Equity Linked Securities
Linked to the Worst Performing of Apple Inc., Facebook, Inc. and The Goldman Sachs Group, Inc. Due July 3, 2024
|▪||The securities offered by this pricing supplement are unsecured
debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential
for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than
the yield on our conventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing
to accept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity because
you may not receive one or more, or any, contingent coupon payments, and (ii) the value of what you receive at maturity may be significantly
less than the stated principal amount of your securities, and may be zero. Each of these risks will depend solely on the performance
of the worst performing of the underlyings specified below.
|▪||We have the right to call the securities for mandatory redemption
on any potential redemption date specified below.
|▪||You will be subject to risks associated with each of
the underlyings and will be negatively affected by adverse movements in any one of the underlyings. Although you will have downside
exposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation
of any underlying.
|▪||Investors in the securities must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk of not receiving any payments 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.
|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.|
|Underlyings:||Underlying||Initial underlying value*||Coupon barrier value**||Final barrier value**|
|The Goldman Sachs Group, Inc.||$||$||$|
**For each underlying, 60.00% of its initial
|Stated principal amount:||$1,000 per security|
|Pricing date:||June 28, 2021|
|Issue date:||July 1, 2021|
|Valuation dates:||July 28, 2021, August 30, 2021, September 28, 2021, October 28, 2021, November 29, 2021, December 28, 2021, January 28, 2022, February 28, 2022, March 28, 2022, April 28, 2022, May 31, 2022, June 28, 2022, July 28, 2022, August 29, 2022, September 28, 2022, October 28, 2022, November 28, 2022, December 28, 2022, January 30, 2023, February 28, 2023, March 28, 2023, April 28, 2023, May 30, 2023, June 28, 2023, July 28, 2023, August 28, 2023, September 28, 2023, October 30, 2023, November 28, 2023, December 28, 2023, January 29, 2024, February 28, 2024, March 28, 2024, April 29, 2024, May 28, 2024 and June 28, 2024 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur|
|Maturity date:||Unless earlier redeemed, July 3, 2024|
|Contingent coupon payment dates:||The third business day after each valuation date, except that the contingent coupon payment date following the final valuation date will be the maturity date|
|Contingent coupon:||On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to at least 0.904167% of the stated principal amount of the securities (equivalent to a contingent coupon rate of approximately at least 10.85% per annum) (to be determined on the pricing date) if and only if the closing value of the worst performing underlying on the immediately preceding valuation date is greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon payment date.|
|Payment at maturity:||
If the securities are not redeemed prior to maturity, you will
$1,000 + ($1,000 × the underlying return of the
If the securities are not redeemed prior to maturity and the
|Listing:||The securities will not be listed on any securities exchange|
|Underwriter:||Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal|
|Underwriting fee and issue price:||Issue price(1)||Underwriting fee(2)||Proceeds to issuer(3)|
(Key Terms continued on next page)
(1) Citigroup Global Markets Holdings Inc. currently expects that the
estimated value of the securities on the pricing date will be at least $904.50 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
(2) CGMI will receive an underwriting fee of up to $6.00 for each security
sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwriting
fee. For more information on the distribution of the 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.
(3) The per security proceeds to issuer indicated above represent the
minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above, the underwriting
fee is variable.
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, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is
a criminal offense.
You should read this pricing supplement together
Read More:Form 424B2 CITIGROUP INC