Obligation Citi Global Markets 0% ( US17326W1678 ) en USD

Citi Global Markets

100 % ▲

Etas-Unis

US17326W1678 ( en USD )

31/05/2024 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17326W1678 en USD 0%, échue

1 000 USD

5 975 000 USD

17326W167

N/A

Citigroup Global Markets Holdings est une filiale de Citigroup Inc. qui offre une gamme complète de services de marchés financiers, notamment des services de banque d'investissement, de courtage, de négociation de titres et de gestion des risques.

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17326W1678, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2024

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17326W1678, a été notée NR par l'agence de notation Moody's.

424B2 1 dp107592_424b2-us1970064.htm PRICING SUPPLEMENT

Pricing Supplement No. 2019--USNCH2347 to Product Supplement No. EA-02-08 dated February 15, 2019,
Underlying Supplement No. 8 dated February 21, 2019, Prospectus Supplement and Prospectus each dated May 14, 2018
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-224495 and 333-224495-03
Dated May 29, 2019
Citigroup Global Markets Holdings Inc. $5,974,760 Trigger Absolute Return Step Securities
Link e d t o t he EU RO ST OX X 5 0 ® I nde x Due M a y 3 1 , 2 0 2 4
All pa ym e nt s due on t he se c urit ie s a re fully a nd unc ondit iona lly gua ra nt e e d by Cit igroup I nc .
I nve st m e nt De sc ript ion
The Trigger Absolute Return Step Securities (the "se c urit ie s") are unsecured, unsubordinated debt obligations of Citigroup Global Markets Holdings Inc. (the "issue r "), guaranteed by Citigroup Inc. (the
"gua ra nt or "), with a return at maturity linked to the performance of the EURO STOXX 50® Index (the "unde rlying ") from the initial underlying level to the final underlying level. If the final underlying level
is greater than or equal to the step barrier, the issuer will repay the stated principal amount of the securities at maturity and pay a return equal to the greater of (i) the underlying return and (ii) the step return
of 51.00%. If the final underlying level is less than the step barrier but greater than or equal to the downside threshold, the issuer will repay the stated principal amount of the securities at maturity and pay a
return equal to the absolute value of the underlying return (the "c ont inge nt a bsolut e re t urn "). However, if the final underlying level is less than the downside threshold, you will be fully exposed to the
negative underlying return and the issuer will pay you less than the stated principal amount at maturity, resulting in a loss on the stated principal amount to investors that is proportionate to the percentage
decline in the level of the underlying. I nve st ing in t he se c urit ie s involve s signific a nt risk s. Y ou w ill not re c e ive c oupon pa ym e nt s during t he 5 -ye a r t e rm of t he se c urit ie s. Y ou
m a y lose a subst a nt ia l port ion or a ll of your init ia l inve st m e nt . Y ou w ill not re c e ive divide nds or ot he r dist ribut ions pa id on a ny st oc k s inc lude d in t he unde rlying. T he
c ont inge nt a bsolut e re t urn, a ny c ont inge nt re pa ym e nt of t he st a t e d princ ipa l a m ount a nd t he st e p re t urn a pply only if you hold t he se c urit ie s t o m a t urit y. Any pa ym e nt
on t he se c urit ie s, inc luding a ny re pa ym e nt of t he st a t e d princ ipa l a m ount provide d a t m a t urit y, is subje c t t o t he c re dit w ort hine ss of t he issue r a nd t he gua ra nt or. I f t he
issue r a nd t he gua ra nt or w e re t o de fa ult on t he ir obliga t ions, you m ight not re c e ive a ny a m ount s ow e d t o you unde r t he se c urit ie s a nd you c ould lose your e nt ire
inve st m e nt .
Fe a t ure s

K e y Da t e s
Participation in Positive Underlying Returns w ith Step Return Feature -- If the final underlying level NOTTrade
I CE date
T O I N V EST ORS: T H E S May
EC 29,
U RI 2019
T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT SECU RI T I ES. T H E I SSU ER I S N OT N ECESSARI LY OBLI GAT ED T O
is greater than or equal to the step barrier, the issuer will repay the stated principal amount of the securities at
REP Settlement
AY Y OU date
R I N I TIAL INVESTMMay
EN 31,
T I 2019
N T H E SECURITIES AT MATURITY, AND THE SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE
maturity and pay a return equal to the greater of (i) the underlying return and (ii) the step return. If the final
U N DERLY I N G. T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G AN OBLI GAT I ON OF CI T I GROU P GLOBAL M ARK ET S H OLDI N GS
underlying level is less than the downside threshold, investors will be exposed to the decline in the underlying at
I N C.Final
T H valuation
AT I S G date1
May 28, 2024
U ARAN T EED BY CI T I GROU P I N C. Y OU SH OU LD N OT PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E
maturity.
SI G Maturity
N I FI CA date
N T RI SK S I N V OLV EDMay
I N 31,
I N 2024
V EST I N G I N T H E SECU RI T I ES. T H E SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE AN D, ACCORDI N GLY , M AY
Dow nside Exposure w ith Contingent Absolute Return at Maturity -- If the final underlying level is
H A VE LIMITED OR NO LIQUIDI TY.
less than the step barrier but greater than or equal to the downside threshold, the issuer will repay the stated
1
See page PS-3 for additional details.
principal amount of the securities at maturity and pay the contingent absolute return. However, if the final
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER
underlying level is less than the downside threshold, the issuer will pay less than the stated principal amount of
"SU M M ARY RI SK FACT ORS" BEGI N N I N G ON PAGE PS-4 OF T H I S
the securities at maturity, resulting in a loss on the stated principal amount to investors that is proportionate to the PRICING SUPPLEMENT AND UNDER "RISK FACTORS RELATING TO
percentage decline in the level of the underlying. T he c ont inge nt a bsolut e re t urn a nd a ny c ont inge nt
T H E SECU RI T I ES" BEGI N N I N G ON PAGE EA-7 OF T H E ACCOM PAN Y I N G
re pa ym e nt of t he st a t e d princ ipa l a m ount a pply only if you hold t he se c urit ie s t o m a t urit y. Y ouPRODUCT SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF
m ight lose som e or a ll of your init ia l inve st m e nt . Any pa ym e nt on t he se c urit ie s is subje c t t o
T H E SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF T H OSE RI SK S, OR
t he c re dit w ort hine ss of t he issue r a nd t he gua ra nt or. I f t he issue r a nd t he gua ra nt or w e re t o
OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E
de fa ult on t he ir obliga t ions, you m ight not re c e ive a ny a m ount s ow e d t o you unde r t he
V ALU E OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES. Y OU M AY LOSE
se c urit ie s a nd you c ould lose your e nt ire inve st m e nt .
SOM E OR ALL OF Y OU R I N I T I AL I N V EST M EN T I N T H E SECU RI T I ES.
Se c urit y Offe ring
We are offering Trigger Absolute Return Step Securities Linked to the EURO STOXX 50® Index. Any return at maturity will be determined by the performance of the underlying. The securities are our
unsecured, unsubordinated debt obligations, guaranteed by Citigroup Inc., and are offered for a minimum investment of 100 securities at the issue price described below.
I nit ia l U nde rlying
U nde rlying
St e p Ba rrie r
St e p Re t urn
Dow nside T hre shold
CU SI P/ I SI N
Le ve l
3,297.81, 100.00% of the
2308.47, 70.00% of the initial
EURO STOXX 50® Index (Ticker: SX5E)
3,297.81
51.00%
17326W167 / US17326W1678
initial underlying level
underlying level
Se e "Addit iona l T e rm s Spe c ific t o t he Se c urit ie s" in t his pric ing supple m e nt . T he se c urit ie s w ill ha ve t he t e rm s spe c ifie d in t he a c c om pa nying produc t supple m e nt ,
prospe c t us supple m e nt a nd prospe c t us, a s supple m e nt e d by t his pric ing supple m e nt .
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this pricing
supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense. The securities are not bank
deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

I ssue Pric e (1)
U nde rw rit ing Disc ount (2)
Proc e e ds t o I ssue r
Per security
$10.00
$0.35
$9.65
Total
$5,974,760.00
$209,116.60
$5,765,643.40
(1) On the date of this pricing supplement, the estimated value of the securities is $9.548 per security, which is less than the issue price. The estimated value of the securities is based on proprietary
pricing models of Citigroup Global Markets Inc. ("CGM I ") 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 underwriting discount is $0.35 per security. CGMI, acting as principal, has agreed to purchase from Citigroup Global Markets Holdings Inc., and Citigroup Global Markets Holdings Inc. has agreed to
sell to CGMI, the aggregate stated principal amount of the securities set forth above for $9.65 per security. UBS Financial Services Inc. ("U BS "), acting as agent for sales of the securities, has agreed
to purchase from CGMI, and CGMI has agreed to sell to UBS, all of the securities for $9.65 per security. UBS will receive an underwriting discount of $0.35 per security for each security it sells. UBS
proposes to offer the securities to the public at a price of $10.00 per security. For additional information on the distribution of the securities, see "Supplemental Plan of Distribution" in this pricing
supplement. In addition to the underwriting discount, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds and
Hedging" in the accompanying prospectus.
Cit igroup Globa l M a rk e t s I nc .
U BS Fina nc ia l Se rvic e s I nc .

Addit iona l T e rm s Spe c ific t o t he Se c urit ie s
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" and "Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying Index--Discontinuance or Material Modification of an Underlying
Index," and not in this pricing supplement. The accompanying underlying supplement contains important disclosures regarding the underlying that are not repeated in this pricing supplement. It is important
that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in connection with your investment in the
securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement. You may access the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant dates on the SEC website):

¨
Product Supplement No. EA-02-08 dated February 15, 2019:
https://www.sec.gov/Archives/edgar/data/200245/000095010319002039/dp102379_424b2-psea0208par.htm

¨
Underlying Supplement No. 8 dated February 21, 2019:
https://www.sec.gov/Archives/edgar/data/200245/000095010319002215/dp102549_424b2-us8.htm

¨
Prospectus Supplement and Prospectus each dated May 14, 2018:
https://www.sec.gov/Archives/edgar/data/200245/000119312518162183/d583728d424b2.htm

References to "Citigroup Global Markets Holdings Inc.," "we," "our" and "us" refer to Citigroup Global Markets Holdings Inc. and not to any of its subsidiaries. References to "Citigroup Inc." refer to Citigroup
®
https://www.sec.gov/Archives/edgar/data/200245/000095010319007176/dp107592_424b2-us1970064.htm[6/3/2019 9:38:59 AM]

Inc. and not to any of its subsidiaries. In this pricing supplement, "securities" refers to the Trigger Absolute Return Step Securities Linked to the EURO STOXX 50 Index that are offered hereby, unless the
context otherwise requires.

This pricing supplement, together with the documents listed above, contains the terms of the securities and supersedes all other prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. The description in
this pricing supplement of the particular terms of the securities supplements, and, to the extent inconsistent with, replaces, the descriptions of the general terms and provisions of the debt securities set forth
in the accompanying product supplement, prospectus supplement and prospectus. You should carefully consider, among other things, the matters set forth in "Summary Risk Factors" in this pricing
supplement and "Risk Factors Relating to the Securities" in the accompanying product supplement, as the securities involve risks not associated with conventional debt securities. We urge you to consult
your investment, legal, tax, accounting and other advisors in connection with your decision to invest in the securities.

I nve st or Suit a bilit y
The suitability considerations identified below are not exhaustive. Whether or not the securities are a suitable investment for you will depend on your individual circumstances, and you should reach an
investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the securities in light of your particular
circumstances. You should also review "Summary Risk Factors" beginning on page PS-4 of this pricing supplement, "The EURO STOXX 50® Index" beginning on page PS-9 of this pricing supplement, "Risk
Factors Relating to the Securities" beginning on page EA-7 of the accompanying product supplement and "Equity Index Descriptions-- The EURO STOXX 50® Index" beginning on page US-32 of the
accompanying underlying supplement.

T he se c urit ie s m a y be suit a ble for you if, a m ong ot he r c onside ra t ions:
T he se c urit ie s m a y not be suit a ble for you if, a m ong ot he r c onside ra t ions:
¨
You fully understand the risks inherent in an investment in the securities, including the risk of
¨
You do not fully understand the risks inherent in an investment in the securities, including the
loss of your entire initial investment.
risk of loss of your entire initial investment.
¨
You can tolerate a loss of all or a substantial portion of your initial investment and are willing to
¨
You require an investment designed to guarantee a full return of the stated principal amount at
make an investment that may have the full downside market risk of an investment in the
maturity.
underlying or in the stocks included in the underlying.
¨
You cannot tolerate the loss of all or a substantial portion of your initial investment, or you are
¨
You believe that the level of the underlying is likely to close at or above the step barrier on the
not willing to make an investment that may have the full downside market risk of an investment
final valuation date.
in the underlying or in the stocks included in the underlying.
¨
You understand and accept that your potential positive return from the contingent absolute
¨
You believe that the level of the underlying is unlikely to close at or above the step barrier on
return feature is limited by the downside threshold.
the final valuation date.
¨
You are willing to invest in the securities based on the step return indicated on the cover page
¨
You believe that the level of the underlying will decline during the term of the securities and the
hereof.
final underlying level is likely to close below the downside threshold on the final valuation date.
¨
You can tolerate fluctuations in the value of the securities prior to maturity that may be similar
¨
You are not willing to invest in the securities based on the step return indicated on the cover
to or exceed the downside fluctuations in the level of the underlying.
page hereof.
¨
You do not seek current income from your investment and are willing to forgo dividends or any
¨
You cannot tolerate fluctuations in the value of the securities prior to maturity that may be
other distributions paid on the stocks included in the underlying for the term of the securities.
similar to or exceed the downside fluctuations in the level of the underlying.
¨
You understand and accept the risks associated with the underlying.
¨
You seek current income from this investment or prefer to receive the dividends and any other
distributions paid on the stocks included in the underlying for the term of the securities.
¨
You are willing and able to hold the securities to maturity, and accept that there may be little or
no secondary market for the securities and that any secondary market will depend in large part
¨
You do not understand or accept the risks associated with the underlying.
on the price, if any, at which CGMI is willing to purchase the securities.
¨
You are unwilling or unable to hold the securities to maturity, or you seek an investment for
¨
You are willing to assume the credit risk of Citigroup Global Markets Holdings Inc. and
which there will be an active secondary market.
Citigroup Inc. for all payments under the securities, and understand that if Citigroup Global
¨
You are not willing to assume the credit risk of Citigroup Global Markets Holdings Inc. and
Markets Holdings Inc. and Citigroup Inc. default on their obligations you might not receive any
Citigroup Inc. for all payments under the securities, including any repayment of the stated
amounts due to you, including any repayment of the stated principal amount.
principal amount.

PS-2

Fina l T e rm s
I N V EST I N G I N T H E SECU RI T I ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE A

1
SU BST AN T I AL PORT I ON OR ALL OF Y OU R I N I T I AL I N V EST M EN T . AN Y PAY M EN T
Subject to postponement as described under "Description of the Securities--Certain Additional Terms for Securities Linked to an Underlying Index--Consequences of a Market Disruption Event;
Issuer
Citigroup Global Markets Holdings Inc.
ON T H E SECU RI T I ES, I N CLU DI N G AN Y REPAY M EN T OF T H E ST AT ED PRI N CI PAL
Postponement of a Valuation Date" in the accompanying product supplement.
Guarantee
All payments due on the securities are fully and unconditionally
AM OU N T AT M AT U RI T Y , I S SU BJ ECT T O T H E CREDI T WORT H I N ESS OF T H E
guaranteed by Citigroup Inc.
I SSU ER AN D T H E GU ARAN T OR. I F CI T I GROU P GLOBAL M ARK ET S H OLDI N GS I N C.
AN D CI T I GROU P I N C. WERE T O DEFAU LT ON T H EI R OBLI GAT I ON S, Y OU M I GH T
Issue price
100% of the stated principal amount per security
N OT RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER T H E SECU RI T I ES AN D Y OU
COU LD LOSE Y OU R EN T I RE I N V EST M EN T .
Stated principal amount
$10.00 per security
I nve st m e nt T im e line
Term
Approximately 5 years

Trade date
May 29, 2019

The closing level of the underlying (initial underlying level) is
T ra de da t e :
observed, the step return is set and the step barrier and
Settlement date
May 31, 2019
downside threshold are determined.
Final valuation date1
May 28, 2024

Maturity date
May 31, 2024

The final underlying level is determined on the final valuation
Underlying
EURO STOXX 50® Index (Ticker: SX5E)
date and the underlying return is calculated.

Step barrier
100.00% of the initial underlying level, as set forth on the cover hereof
I f t he fina l unde rlying le ve l is gre a t e r t ha n or e qua l t o
Downside threshold
70.00% of the initial underlying level, as set forth on the cover hereof
t he st e p ba rrie r, Citigroup Global Markets Holdings Inc. will
pay you a cash payment per $10.00 stated principal amount of
Step return
51.00%
securities that provides you with the stated principal amount of
Contingent absolute
The absolute value of the underlying return. For example, if the
$10.00 plus a return equal to the greater of (i) the underlying
return
underlying return is -5.00%, the contingent absolute return is 5.00%.
return and (ii) the step return, calculated as follows:

Payment at maturity (per I f t he fina l unde rlying le ve l is gre a t e r t ha n or e qua l t o t he
$10.00 × (1 + the greater of (i) the underlying return and (ii) the
$10.00 stated principal
st e p ba rrie r, Citigroup Global Markets Holdings Inc. will pay you a
step return)
amount of securities)
cash payment per $10.00 stated principal amount of securities that

provides you with the stated principal amount of $10.00 plus a return
I f t he fina l unde rlying le ve l is le ss t ha n t he st e p
equal to the greater of (i) the underlying return and (ii) the step return,
ba rrie r but gre a t e r t ha n or e qua l t o t he dow nside
calculated as follows:
t hre shold, Citigroup Global Markets Holdings Inc. will pay you

a cash payment at maturity per $10.00 stated principal amount of
$10.00 × (1+ the greater of (i) the underlying return and (ii) the step
securities equal to:
return)
M a t urit y da t e :

$10.00 + ($10.00 × contingent absolute return)
I f t he fina l unde rlying le ve l is le ss t ha n t he st e p ba rrie r but

gre a t e r t ha n or e qua l t o t he dow nside t hre shold, Citigroup
I f t he fina l unde rlying le ve l is le ss t ha n t he dow nside
Global Markets Holdings Inc. will pay you a cash payment at maturity per
t hre shold, Citigroup Global Markets Holdings Inc. will pay you
$10.00 stated principal amount of securities equal to:
a cash payment at maturity less than the stated principal amount

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of $10.00 per security, resulting in a loss on the stated principal
$10.00 + ($10.00 × contingent absolute return)
amount that is proportionate to the percentage decline in the

level of the underlying, calculated as follows:
I f t he fina l unde rlying le ve l is le ss t ha n t he dow nside

t hre shold, Citigroup Global Markets Holdings Inc. will pay you a cash
$10.00 × (1 + underlying return)
payment at maturity less than the stated principal amount of $10.00 per

security, resulting in a loss on the stated principal amount that is
I n t his sc e na rio, t he c ont inge nt a bsolut e re t urn w ill
proportionate to the percentage decline in the level of the underlying,
not a pply, you w ill be e x pose d t o t he full ne ga t ive
calculated as follows:
unde rlying re t urn a nd you w ill lose a subst a nt ia l

port ion or a ll of t he st a t e d princ ipa l a m ount in a n
$10.00 × (1 + underlying return)
a m ount proport iona t e t o t he pe rc e nt a ge de c line in

t he unde rlying.
I n t his sc e na rio, t he c ont inge nt a bsolut e re t urn w ill not
a pply, you w ill be e x pose d t o t he full ne ga t ive unde rlying
PS-3
re t urn a nd you w ill lose a subst a nt ia l port ion or a ll of t he

st a t e d princ ipa l a m ount in a n a m ount proport iona t e t o t he
pe rc e nt a ge de c line in t he unde rlying.
Sum m a ry Risk Fa c t ors
Underlying return
final underlying level initial underlying level
An investment in the securities is significantly riskier than an investment in conventional debt
initial underlying level
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
Initial underlying level
The closing level of the underlying on the trade date, as set forth on the
our obligations under the securities, and are also subject to risks associated with the
cover hereof
underlying. Accordingly, the securities are suitable only for investors who are capable of understanding
Final underlying level
The closing level of the underlying on the final valuation date
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.

¨
Y ou m a y lose som e or a ll of your inve st m e nt -- The securities differ from ordinary debt securities in that we will not necessarily repay the full stated principal amount of your securities at
maturity. Instead, your return on the securities is linked to the performance of the underlying and will depend on whether, and the extent to which, the underlying return is positive or negative. If the final
underlying level is less than the downside threshold, you will lose 1% of the stated principal amount of the securities for every 1% by which the final underlying level is less than the initial underlying level.
There is no minimum payment at maturity on the securities, and you may lose up to all of your investment in the securities.

¨
T he a bsolut e re t urn fe a t ure is c ont inge nt , a nd you w ill ha ve full dow nside e x posure t o t he unde rlying if t he fina l unde rlying le ve l is le ss t ha n t he dow nside t hre shold --
If the final underlying level is below the downside threshold, the contingent absolute return feature of the securities will not apply and you will lose 1% of the stated principal amount of the securities for
every 1% by which the final underlying level is less than the initial underlying level. The securities will have full downside exposure to the decline of the underlying if the final underlying level is below the
downside threshold. As a result, you may lose your entire investment in the securities. Further, the contingent absolute return applies only if you hold the securities to maturity. If you are able to sell the
securities prior to maturity you may have to sell them for a loss even if the underlying has not declined below the downside threshold.

¨
Y our a bilit y t o re c e ive t he st e p re t urn m a y t e rm ina t e on t he fina l va lua t ion da t e -- If the final underlying level is less than the step barrier, you will not be entitled to receive the step
return on the securities.

¨
T he pot e nt ia l for a posit ive re t urn if t he unde rlying de pre c ia t e s is lim it e d -- Any positive return on the securities if the underlying depreciates will be limited by the downside threshold
because, if the final underlying level is less than the step barrier on the final valuation date, Citigroup Global Markets Holdings Inc. will pay you the stated principal amount plus the contingent absolute
return at maturity only if the final underlying level is greater than or equal to the downside threshold. You will not receive a contingent absolute return and will lose a substantial portion or all of your
investment if the final underlying level is less than the downside threshold.

¨
T he se c urit ie s do not pa y int e re st -- 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.

¨
I nve st ing in t he se c urit ie s is not e quiva le nt t o inve st ing in t he unde rlying or t he st oc k s t ha t c onst it ut e t he unde rlying -- You will not have voting rights, rights to receive any
dividends or other distributions or any other rights with respect to the stocks that constitute the underlying. As of May 29, 2019, the average dividend yield of the underlying was approximately 3.76% per
year. While it is impossible to know the future dividend yield of the underlying, if this average dividend yield were to remain constant for the term of the securities, you would be forgoing an aggregate
yield of approximately 18.80% (assuming no reinvestment of dividends) by investing in the securities instead of investing directly in the stocks that constitute the underlying or in another investment linked
to the underlying that provides for a pass-through of dividends. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the securities.
You should understand that the underlying is not a total return index, which means that it does not reflect dividends paid on the stocks included in the underlying. Therefore, the return on your securities
will not reflect any reinvestment of dividends.

¨
Y our pa ym e nt a t m a t urit y de pe nds on t he c losing le ve l of t he unde rlying on a single da y -- Because your payment at maturity depends on the closing level of the underlying solely on
the final valuation date, you are subject to the risk that the closing level of the underlying 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 in another instrument linked to the underlying 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
levels of the underlying, you might have achieved better returns.

¨
T he proba bilit y t ha t t he unde rlying w ill fa ll be low t he dow nside t hre shold on t he fina l va lua t ion da t e w ill de pe nd in pa rt on t he vola t ilit y of t he unde rlying -- "Volatility"
refers to the frequency and magnitude of changes in the level of the underlying. In general, the greater the volatility of the underlying, the greater the probability that the underlying will experience a large
decline over the term of the securities and fall below the downside threshold on the final valuation date. The underlying has historically experienced significant volatility. As a result, there is a significant
risk that the underlying will fall below the downside threshold on the final valuation date and that you will incur a significant loss on your investment in the securities. The terms of the securities are set, in
part, based on expectations about the volatility of the underlying as of the trade date. If expectations about the volatility of the underlying change over the term of the securities, the value of the securities
may be adversely affected, and if the actual volatility of the underlying proves to be greater than initially expected, the securities may prove to be riskier than expected on the trade date.

PS-4

¨
T he se c urit ie s a re subje c t t o t he c re dit risk of Cit igroup Globa l M a rk e t s H oldings I nc . a nd Cit igroup I nc . -- Any payment on the securities will be made by Citigroup Global Markets
Holdings Inc. and is guaranteed by Citigroup Inc., and therefore is subject to the credit risk of both 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 any payments that become due under the securities. As a result, the value of the securities prior to maturity will be
affected by changes in the market's view of our and Citigroup Inc.'s creditworthiness. Any decline, or anticipated decline, in either of our or Citigroup Inc.'s credit ratings or increase, or anticipated
increase, in the credit spreads charged by the market for taking either of our or Citigroup Inc.'s credit risk is likely to adversely affect the value of the securities.

¨
T he se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd you m a y not be a ble t o se ll t he m prior t o m a t urit y -- 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.

¨
T he e st im a t e d va lue of t he se c urit ie s on t he t ra de da t e , ba se d on CGM I 's proprie t a ry pric ing m ode ls a nd our int e rna l funding ra t e , is le ss t ha n t he issue pric e -- The
difference is attributable to certain costs associated with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) the underwriting discount 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,
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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.

¨
T he e st im a t e d va lue of t he se c urit ie s w a s de t e rm ine d for us by our a ffilia t e using proprie t a ry pric ing m ode ls -- CGMI derived the estimated value disclosed on the cover page of
this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying, dividend yields on
the stocks that constitute the underlying 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.

¨
T he e st im a t e d va lue of t he se c urit ie s w ould be low e r if it w e re c a lc ula t e d ba se d on our se c onda ry m a rk e t ra t e -- 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.

¨
T he e st im a t e d va lue of t he se c urit ie s is not a n indic a t ion of t he pric e , if a ny, a t w hic h CGM I or a ny ot he r pe rson m a y be w illing t o buy t he se c urit ie s from you in t he
se c onda ry m a rk e t -- 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.

¨
T he va lue of t he se c urit ie s prior t o m a t urit y w ill fluc t ua t e ba se d on m a ny unpre dic t a ble fa c t ors -- As described under "Valuation of the Securities" below, the payout on the securities
could be replicated by a hypothetical package of financial instruments consisting of a fixed-income bond and one or more derivative instruments. As a result, the factors that influence the values of fixed-
income bonds and derivative instruments will also influence the terms of the securities at issuance and the value of the securities prior to maturity. Accordingly, the value of your securities prior to
maturity will fluctuate based on the level and volatility of the underlying,

PS-5

dividend yields on the stocks that constitute the underlying, interest rates generally, the volatility of the exchange rate between the U.S. dollar and the euro, the correlation between that exchange rate
and the level of the underlying, the time remaining to maturity and our and Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate. You should understand that the value of your
securities at any time prior to maturity may be significantly less than the issue price. The stated payout from the issuer, including the potential application of the step return and the downside threshold,
only applies if you hold the securities to maturity.

¨
I m m e dia t e ly follow ing issua nc e , a ny se c onda ry m a rk e t bid pric e provide d by CGM I , a nd t he va lue t ha t w ill be indic a t e d on a ny brok e ra ge a c c ount st a t e m e nt s
pre pa re d by CGM I or it s a ffilia t e s, w ill re fle c t a t e m pora ry upw a rd a djust m e nt -- The amount of this temporary upward adjustment will decline to zero over the temporary adjustment
period. See "Valuation of the Securities" in this pricing supplement.

¨
T he unde rlying is subje c t t o risk s a ssoc ia t e d w it h non -U .S. m a rk e t s. Investments in securities linked to the value of non-U.S. stocks involve risks associated with the securities markets in
those countries, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly
available information about companies in some of these jurisdictions than about U.S. companies that are subject to the reporting requirements of the SEC. Further, non-U.S. companies are generally
subject to accounting, auditing and financial reporting standards and requirements and securities trading rules that are different from those applicable to U.S. reporting companies. The prices of securities
in foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency
exchange laws. Moreover, the economies in such countries may differ favorably or unfavorably from the economy of the United States in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resources and self-sufficiency.

¨
T he unde rlying pe rform a nc e w ill not be a djust e d for c ha nge s in t he e x c ha nge ra t e be t w e e n t he e uro a nd t he U .S. dolla r -- The underlying is composed of stocks traded in euro,
the value of which may be subject to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the underlying and the value of your securities will not be adjusted for exchange
rate fluctuations. If the euro appreciates relative to the U.S. dollar over the term of the securities, your return on the securities will underperform an alternative investment that offers exposure to that
appreciation in addition to the change in the level of the underlying.

¨
Our a ffilia t e s, or U BS or it s a ffilia t e s, m a y publish re se a rc h, e x pre ss opinions or provide re c om m e nda t ions t ha t a re inc onsist e nt w it h inve st ing in or holding t he
se c urit ie s -- Any such research, opinions or recommendations could affect the level of the underlying and the value of the securities. Our affiliates, and UBS and its affiliates, publish research from
time to time on financial markets and other matters that may influence the value of the securities, or express opinions or provide recommendations that may be inconsistent with purchasing or holding the
securities. Any research, opinions or recommendations expressed by our affiliates or by UBS or its affiliates may not be consistent with each other and may be modified from time to time without
notice. These and other activities of our affiliates or UBS or its affiliates may adversely affect the level of the underlying and may have a negative impact on your interests as a holder of the
securities. Investors should make their own independent investigation of the merits of investing in the securities and the underlying to which the securities are linked.

¨
T ra ding a nd ot he r t ra nsa c t ions by our a ffilia t e s, or by U BS or it s a ffilia t e s, in t he e quit y a nd e quit y de riva t ive m a rk e t s m a y im pa ir t he va lue of t he se c urit ie s -- We have
hedged our exposure under the securities through CGMI or other of our affiliates, who have entered into equity and/or equity derivative transactions, such as over-the-counter options or exchange-traded
instruments, relating to the underlying or the stocks included in the underlying and may adjust such positions during the term of the securities. It is possible that our affiliates could receive substantial
returns from these hedging activities while the value of the securities declines. Our affiliates and UBS and its affiliates may also engage in trading in instruments linked to the underlying on a regular basis
as part of their respective general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for customers, including block
transactions. Such trading and hedging activities may affect the level of the underlying and reduce the return on your investment in the securities. Our affiliates or UBS or its affiliates may also issue or
underwrite other securities or financial or derivative instruments with returns linked or related to the underlying. By introducing competing products into the marketplace in this manner, our affiliates or UBS
or its affiliates could adversely affect the value of the securities. Any of the foregoing activities described in this paragraph may reflect trading strategies that differ from, or are in direct opposition to,
investors' trading and investment strategies relating to the securities.

¨
Our a ffilia t e s, or U BS or it s a ffilia t e s, m a y ha ve e c onom ic int e re st s t ha t a re a dve rse t o yours a s a re sult of t he ir re spe c t ive busine ss a c t ivit ie s -- Our affiliates or UBS or its
affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute the underlying, including extending loans to, making equity investments in or providing advisory
services to such issuers. In the course of this business, our affiliates or UBS or its affiliates may acquire non-public information about those issuers, which they will not disclose to you. Moreover, if any of
our affiliates or UBS or any of its affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against that issuer that are available to them without regard to your interests.

¨
T he c a lc ula t ion a ge nt , w hic h is a n a ffilia t e of ours, w ill m a k e im port a nt de t e rm ina t ions w it h re spe c t t o t he se c urit ie s -- If certain events occur, such as market disruption events
or the discontinuance of the underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect what you receive at maturity. Such judgments could
include, among other things, any level required to be determined under the securities. In addition, if certain events occur, CGMI will be required to make certain discretionary judgments that could
significantly affect your payment at maturity. Such judgments could include, among other things:

¨
determining whether a market disruption event has occurred;

¨
if a market disruption event occurs on the final valuation date, determining whether to postpone the final valuation date;

PS-6

¨
determining the level of the underlying if the level of the underlying is not otherwise available or a market disruption event has occurred; and
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¨
selecting a successor underlying or performing an alternative calculation of the level of the underlying if the underlying is discontinued or materially modified (see "Description of the Securities--
Certain Additional Terms for Securities Linked to an Underlying Index--Discontinuance or Material Modification of an Underlying Index" in the accompanying product supplement).

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.

¨
Adjust m e nt s t o t he unde rlying m a y a ffe c t t he va lue of your se c urit ie s -- STOXX Limited (the "underlying publisher") may add, delete or substitute the stocks that constitute the underlying
or make other methodological changes that could affect the level of the underlying. The underlying publisher may discontinue or suspend calculation or publication of the underlying at any time without
regard to your interests as holders of the securities.

¨
T he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a re unc le a r --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. 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.

PS-7

H ypot he t ic a l Ex a m ple s

H ypot he t ic a l t e rm s only. Ac t ua l t e rm s m a y va ry. Se e t he c ove r pa ge for a c t ua l offe ring t e rm s.

The diagram below illustrates your hypothetical payment at maturity for a range of hypothetical underlying returns. The diagram below is based on a hypothetical step return of 50.00%.

Investors in the securities will not receive any dividends that may be paid on the stocks that constitute the underlying. The diagram and examples below do not show any effect of lost dividend yield over the
term of the securities. See "Summary Risk Factors--Investing in the securities is not equivalent to investing in the underlying or the stocks that constitute the underlying" above.

The following table and hypothetical examples below illustrate the payment at maturity per $10.00 stated principal amount of securities for a hypothetical range of performances for the underlying from -
100.00% to +100.00% and assume an initial underlying level of 3,500.00, a step barrier of 3,500.00 (100.00% of the initial underlying level), a downside threshold of 2,450.00 (70.00% of the initial underlying
level) and a step return of 50.00%. The actual initial underlying level, step barrier, downside threshold and step return are listed on the cover page of this pricing supplement. The hypothetical payment at
maturity examples set forth below are for illustrative purposes only and are not the actual returns applicable to a purchaser of the securities. The actual payment at maturity will be determined based on the
final underlying level on the final valuation date. You should consider carefully whether the securities are suitable to your investment goals. The numbers appearing in the table and in the examples below
have been rounded for ease of analysis and do not reflect the actual terms of the securities, which are provided on the cover page of this pricing supplement.

Fina l U nde rlying Le ve l
U nde rlying Re t urn
Pa ym e nt a t M a t urit y
T ot a l Re t urn on Se c urit ie s a t M a t urit y (1)
7,000.00
100.00%
$20.00
100.00%
6,650.00
90.00%
$19.00
90.00%
6,300.00
80.00%
$18.00
80.00%
5,950.00
70.00%
$17.00
70.00%
5,600.00
60.00%
$16.00
60.00%
5,250.00
50.00%
$15.00
50.00%
4,900.00
40.00%
$15.00
50.00%
4,550.00
30.00%
$15.00
50.00%
4,375.00
25.00%
$15.00
50.00%
4,200.00
20.00%
$15.00
50.00%
3,850.00
10.00%
$15.00
50.00%
3,675.00
5.00%
$15.00
50.00%
3,500.00
0.00%
$15.00
50.00%
PS-8

3,150.00
-10.00%
$11.00
10.00%
2,800.00
-20.00%
$12.00
20.00%
2,625.00
-25.00%
$12.50
25.00%
2,450.00
-30.00%
$13.00
30.00%
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2,449.65
-30.01%
$6.99
-30.01%
2,100.00
-40.00%
$6.00
-40.00%
1,750.00
-50.00%
$5.00
-50.00%
1,400.00
-60.00%
$4.00
-60.00%
1,050.00
-70.00%
$3.00
-70.00%
700.00
-80.00%
$2.00
-80.00%
350.00
-90.00%
$1.00
-90.00%
0.00
-100.00%
$0.00
-100.00%
1 The "Total Return on Securities at Maturity" is calculated as (a) the payment at maturity per security minus the $10.00 issue price per security divided by (b) the $10.00 issue price per security.

Ex a m ple 1 -- T he fina l unde rlying le ve l of 3 ,8 5 0 .0 0 is gre a t e r t ha n t he st e p ba rrie r of 3 ,5 0 0 .0 0 , re sult ing in a n unde rlying re t urn of 1 0 .0 0 % . Because the final underlying level is
greater than the step barrier and the underlying return of 10.00% is less than the step return of 50.00%, Citigroup Global Markets Holdings Inc. would pay you a payment at maturity of $15.00 per $10.00
stated principal amount of securities (a total return at maturity of 50.00%*), calculated as follows:

$10.00 × (1 + the greater of (i) the underlying return and (ii) the step return)
$10.00 × (1 + the greater of (i) 10.00% and (ii) 50.00%)
$10.00 × (1 + 50.00%) = $15.00

Ex a m ple 2 -- T he fina l unde rlying le ve l of 5 ,9 5 0 .0 0 is gre a t e r t ha n t he st e p ba rrie r of 3 ,5 0 0 .0 0 , re sult ing in a n unde rlying re t urn of 7 0 .0 0 % . Because the final underlying level is
greater than the step barrier and the underlying return of 70.00% is greater than the step return of 50.00%, Citigroup Global Markets Holdings Inc. would pay you a payment at maturity of $17.00 per $10.00
stated principal amount of securities (a total return at maturity of 70.00%*), calculated as follows:

$10.00 × (1 + the greater of (i) the underlying return and (ii) the step return)
$10.00 × (1 + the greater of (i) 70.00% and (ii) 50.00%)
$10.00 × (1 + 70.00%) = $17.00

Ex a m ple 3 -- T he fina l unde rlying le ve l of 3 ,1 5 0 .0 0 is le ss t ha n t he st e p ba rrie r of 3 ,5 0 0 .0 0 (re sult ing in a n unde rlying re t urn of -1 0 .0 0 % ) but gre a t e r t ha n t he dow nside
t hre shold of 2 ,4 5 0 .0 0 . Because the final underlying level is less than the step barrier but greater than the downside threshold, the contingent absolute return would apply and Citigroup Global Markets
Holdings Inc. would pay you a payment at maturity of $11.00 per $10.00 stated principal amount of securities (a total return at maturity of 10.00%*), calculated as follows:

$10.00 + ($10.00 × contingent absolute return)
$10.00 + ($10.00 × 10.00%) = $11.00

Ex a m ple 4 -- T he fina l unde rlying le ve l of 8 7 5 .0 0 is le ss t ha n t he st e p ba rrie r of 3 ,5 0 0 .0 0 (re sult ing in a n unde rlying re t urn of -7 5 .0 0 % ) a nd le ss t ha n t he dow nside
t hre shold of 2 ,4 5 0 .0 0 . Because the final underlying level is less than the step barrier and less than the downside threshold, the contingent absolute return would not apply and Citigroup Global Markets
Holdings Inc. would pay you a payment at maturity of $2.50 per $10.00 stated principal amount of securities (a total return at maturity of -75.00%*), calculated as follows:

$10.00 × (1 + underlying return)
$10.00 × (1 + -75.00%) = $2.50

If the final underlying level is less than the downside threshold, the contingent absolute return will not apply and you will be fully exposed to the negative underlying return, resulting in a loss
on the stated principal amount that is proportionate to the percentage decline in the level of the underlying. Under these circumstances, you will lose a significant portion or all of the stated
principal amount at maturity. Any payment on the securities, including any repayment of the stated principal amount at maturity, is subject to the creditworthiness of the issuer and the
guarantor, and if the issuer and the guarantor were to default on their obligations, you could lose your entire investment.

* The total return at maturity is calculated as (a) the payment at maturity per security minus the $10.00 issue price per security divided by (b) the $10.00 issue price per security.

PS-9

T he EU RO ST OX X 5 0 ® I nde x
The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the 19 EURO STOXX® Supersector Indices, which represent the Eurozone portion of the STOXX
Europe 600® Supersector Indices. The STOXX Europe 600® Supersector Indices contain the 600 largest stocks traded on the major exchanges of 18 European countries. It is calculated and maintained by
STOXX Limited. The EURO STOXX 50® Index is reported by Bloomberg L.P. under the ticker symbol "SX5E."

The "EURO STOXX 50® Index" is a trademark of STOXX Limited and has been licensed for use by Citigroup Inc. and its affiliates. For more information, see "Equity Index Descriptions--The EURO STOXX
50® Index--License Agreement" in the accompanying underlying supplement.

Please refer to the section "Equity Index Descriptions--The EURO STOXX 50 ® Index" in the accompanying underlying supplement for important disclosures regarding the EURO STOXX 50® Index.

The graph below illustrates the performance of the EURO STOXX 50® Index from January 2, 2008 to May 29, 2019. The closing level of the EURO STOXX 50® Index on May 29, 2019 was
3,297.81. We obtained the closing levels of the EURO STOXX 50® Index from Bloomberg, and we have not participated in the preparation of or verified such information. The historical closing
levels of the EURO STOXX 50® Index should not be taken as an indication of future performance and no assurance can be given as to the final underlying level or any future closing level of
the EURO STOXX 50® Index. We cannot give you assurance that the performance of the EURO STOXX 50® Index will result in a positive return on your initial investment and you could lose a
significant portion or all of the stated principal amount at maturity.

PS-10

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U nit e d St a t e s Fe de ra l T a x Conside ra t ions
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, which is based on current market conditions, 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.

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 capital gain or loss equal to the difference between the amount realized and your tax basis in the
security. Such gain or loss should be long-term capital gain or loss if you held the security for more than one year.

We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of
ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues
regarding the U.S. federal income tax treatment of "prepaid forward contracts" and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other
guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult your tax adviser regarding
possible alternative tax treatments of the securities and potential changes in applicable law.

N on -U .S. H olde rs. 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, 2021 that do not have a "delta" of one. Based on the terms of the securities and representations provided by us, our counsel is of the opinion that the securities should not be treated as
transactions that have a "delta" of one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m).

A determination that the securities are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application may
depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.

If withholding tax applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld.

Y ou should re a d t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x Conside ra t ions" in t he a c c om pa nying produc t supple m e nt . T he pre c e ding disc ussion, w he n re a d in
c om bina t ion w it h t ha t se c t ion, c onst it ut e s t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x c onse que nc e s of ow ning a nd disposing of
t he se c urit ie s.

Y ou should a lso c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l inc om e a nd e st a t e t a x c onse que nc e s of a n inve st m e nt in t he se c urit ie s a nd a ny t a x
c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. t a x ing jurisdic t ion.

Supple m e nt a l Pla n of Dist ribut ion
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the lead agent for the sale of the securities, will receive an underwriting discount of $0.35 for each security sold in this offering. UBS, as
agent for sales of the securities, has agreed to purchase from CGMI, and CGMI has agreed to sell to UBS, all of the securities sold in this offering for $9.65 per security. UBS proposes to offer the securities
to the public at a price of $10.00 per security. UBS will receive an underwriting discount of $0.35 per security for each security it sells to the public. The underwriting discount will be received by UBS and its
financial advisors collectively. If all of the securities are not sold at the initial offering price, CGMI may change the public offering price and other selling terms.

CGMI is an affiliate of ours. Accordingly, this offering will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial
Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment discretion will not be permitted to purchase the securities, either directly or indirectly, without the
prior written consent of the client.

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.

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A portion of the net proceeds from the sale of the securities will be used to hedge our obligations under the securities. We have hedged our obligations under the securities through CGMI or other of our
affiliates. It is expected that CGMI or such other affiliates may profit from this hedging activity even if the value of the securities declines. This hedging activity could affect the closing level of the underlying
and, therefore, the value of and your return on the securities. For additional information on the ways in which our counterparties may hedge our obligations under the securities, see "Use of Proceeds and
Hedging" in the accompanying prospectus.

Prohibit ion of Sa le s t o EEA Re t a il I nve st ors

The securities may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For the purposes of this provision:

(a) the expression "retail investor" means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in Directive 2003/71/EC; and

the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities offered so as to enable an investor to decide to purchase
or subscribe the securities.

V a lua t ion of t he Se c urit ie s
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.

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During a temporary adjustment period immediately 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 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 over the temporary adjustment period. CGMI currently expects that the temporary adjustment period will
be approximately 11.5 months, but the actual length of the temporary adjustment period may be shortened due to various factors, such as the volume of secondary market purchases of the securities and
other factors that cannot be predicted. 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."

V a lidit y of t he Se c urit ie s
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing supplement have been executed and issued by
Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such securities and the related guarantee of Citigroup Inc. will be
valid and binding obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of
bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York, except that such counsel expresses no opinion as to the application of state securities or Blue
Sky laws to the securities.

In giving this opinion, Davis Polk & Wardwell LLP has assumed the legal conclusions expressed in the opinions set forth below of Scott L. Flood, General Counsel and Secretary of Citigroup Global Markets
Holdings Inc., and Barbara Politi, Assistant General Counsel--Capital Markets of Citigroup Inc. In addition, this opinion is subject to the assumptions set forth in the letter of Davis Polk & Wardwell LLP
dated May 17, 2018, which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on May 17, 2018, that the indenture has been duly authorized, executed and delivered by, and
is a valid, binding and enforceable agreement of, the trustee and that none of the terms of the securities nor the issuance and delivery of the securities and the related guarantee, nor the compliance by
Citigroup Global Markets Holdings Inc. and Citigroup Inc. with the terms of the securities and the related guarantee respectively, will result in a violation of any provision of any instrument or agreement then
binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction imposed by any court or governmental body having jurisdiction over Citigroup Global Markets Holdings
Inc. or Citigroup Inc., as applicable.

In the opinion of Scott L. Flood, Secretary and General Counsel of Citigroup Global Markets Holdings Inc., (i) the terms of the securities offered by this pricing supplement have been duly established under
the indenture and the Board of Directors (or a duly authorized

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committee thereof) of Citigroup Global Markets Holdings Inc. has duly authorized the issuance and sale of such securities and such authorization has not been modified or rescinded; (ii) Citigroup Global
Markets Holdings Inc. is validly existing and in good standing under the laws of the State of New York; (iii) the indenture has been duly authorized, executed and delivered by Citigroup Global Markets
Holdings Inc.; and (iv) the execution and delivery of such indenture and of the securities offered by this pricing supplement by Citigroup Global Markets Holdings Inc., and the performance by Citigroup
Global Markets Holdings Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given
as of the date of this pricing supplement and is limited to the laws of the State of New York.

Scott L. Flood, or other internal attorneys with whom he has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to his satisfaction, of such corporate records of
Citigroup Global Markets Holdings Inc., certificates or documents as he has deemed appropriate as a basis for the opinions expressed above. In such examination, he or such persons has assumed the legal
capacity of all natural persons, the genuineness of all signatures (other than those of officers of Citigroup Global Markets Holdings Inc.), the authenticity of all documents submitted to him or such persons as
originals, the conformity to original documents of all documents submitted to him or such persons as certified or photostatic copies and the authenticity of the originals of such copies.

In the opinion of Barbara Politi, Assistant General Counsel--Capital Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof) of Citigroup Inc. has duly authorized the
guarantee of such securities by Citigroup Inc. and such authorization has not been modified or rescinded; (ii) Citigroup Inc. is validly existing and in good standing under the laws of the State of Delaware;
(iii) the indenture has been duly authorized, executed and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture, and the performance by Citigroup Inc. of its obligations thereunder,
are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to
the General Corporation Law of the State of Delaware.

Barbara Politi, or other internal attorneys with whom she has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such corporate records of
Citigroup Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed above. In such examination, she or such persons has assumed the legal capacity of all natural
persons, the genuineness of all signatures (other than those of officers of Citigroup Inc.), the authenticity of all documents submitted to her or such persons as originals, the conformity to original documents
of all documents submitted to her or such persons as certified or photostatic copies and the authenticity of the originals of such copies.

© 2019 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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