Obligation Citi Global Markets 0% ( US17328VRN28 ) en USD

Citi Global Markets

100 % ▼

Etas-Unis

US17328VRN28 ( en USD )

02/02/2023 - Obligation échue

Prospectus brochure de l'obligation Citigroup Global Markets Holdings US17328VRN28 en USD 0%, échue

1 000 USD

1 083 000 USD

17328VRN2

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 US17328VRN28, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/02/2023

L'Obligation émise par Citi Global Markets ( Etas-Unis ) , en USD, avec le code ISIN US17328VRN28, a été notée NR par l'agence de notation Moody's.

424B2 1 dp127662_424b2-us2096378.htm PRICING SUPPLEMENT

Citigroup Global Markets Holdings
April 3 0 , 2 0 2 0
M e dium -T e rm Se nior N ot e s, Se rie s N
Inc.
Pric ing Supple m e nt N o. 2 0 2 0 -U SN CH 4 1 4 2
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N os. 3 3 3 -2 2 4 4 9 5 a nd 3 3 3 -
2 2 4 4 9 5 -0 3
Barrier Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTM and the S&P 500®
Index Due February 2, 2023
?
The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings
Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a
fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or
less than the stated principal amount, depending on the performance of the w orst pe rform ing of the underlyings specified
below from its initial underlying value to its final underlying value.
?
The securities offer modified exposure to the performance of the worst performing underlying, with (i) the opportunity to
participate in any appreciation of the worst performing underlying at the upside participation rate specified below and (ii)
contingent repayment of the stated principal amount at maturity if the worst performing underlying depreciates, but only so
long as its final underlying value is greater than or equal to its final barrier value specified below. In exchange for these
features, investors in the securities must be willing to forgo any dividends with respect to any underlying. In addition, investors
in the securities must be willing to accept full downside exposure to the depreciation of the worst performing underlying if its
final underlying value is less than its final barrier value. I f t he fina l unde rlying va lue of t he w orst pe rform ing
unde rlying is le ss t ha n it s fina l ba rrie r va lue , you w ill lose 1 % of t he st a t e d princ ipa l a m ount of your
se c urit ie s for e ve ry 1 % by w hic h it s fina l unde rlying va lue is le ss t ha n it s init ia l unde rlying va lue . Y ou
m a y lose your e nt ire inve st m e nt in t he se c urit ie s.
?
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.
?
In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must be willing
to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the
securities if we and Citigroup Inc. default on our obligations. All pa ym e nt s on 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 .
K EY T ERM S
I ssue r:
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Gua ra nt e e :
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
U nde rlyings:
U nde rlying
I nit ia l unde rlying va lue *
Fina l ba rrie r va lue * *
Dow Jones Industrial

AverageTM
24,345.72
17,042.004

S&P 500® Index
2,912.43
2,038.701
*For each underlying, its closing value on the pricing date

**For each underlying, 70.00% of its initial underlying value
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
April 30, 2020
I ssue da t e :
May 5, 2020
V a lua t ion da t e :
January 30, 2023, subject to postponement if such date is not a scheduled trading day or certain
market disruption events occur
M a t urit y da t e :
February 2, 2023
Pa ym e nt a t m a t urit y:
You will receive at maturity for each security you then hold:
If the final underlying value of the worst performing underlying is greater than its initial
underlying value:
$1,000 + the return amount
If the final underlying value of the worst performing underlying is less than or equal to
its initial underlying value but gre a t e r t ha n or e qua l t o its final barrier value:
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$1,000
If the final underlying value of the worst performing underlying is less than its final barrier
value:
$1,000 + ($1,000 × the underlying return of the worst performing underlying)
I f t he fina l unde rlying va lue of t he w orst pe rform ing unde rlying is le ss t ha n it s
fina l ba rrie r va lue , you w ill re c e ive signific a nt ly le ss t ha n t he st a t e d princ ipa l
a m ount of your se c urit ie s, a nd possibly not hing, a t m a t urit y.
Fina l unde rlying va lue :
For each underlying, its closing value on the valuation date
Re t urn a m ount :
$1,000 × the underlying return of the worst performing underlying × the upside participation rate
U pside pa rt ic ipa t ion ra t e : 120.00%
Worst pe rform ing
The underlying with the lowest underlying return
unde rlying:
U nde rlying re t urn:
For each underlying, (i) its final underlying value minus its initial underlying value, divided by (ii) its
initial underlying value
List ing:
The securities will not be listed on any securities exchange
CU SI P / I SI N :
17328VRN2 / US17328VRN28
U nde rw rit e r:
Citigroup Global Markets Inc. ("CGMI"), an affiliate of the issuer, acting as principal
U nde rw rit ing fe e a nd
I ssue pric e (1)
U nde rw rit ing fe e (2)
Proc e e ds t o issue r (3)
issue pric e :
Pe r se c urit y:
$1,000.00
$10.00
$990.00
T ot a l:
$1,083,000.00
$7,321.08
$1,075,678.92
(1) On the date of this pricing supplement, the estimated value of the securities is $947.40 per security, which is less than the issue price. The
estimated value of the securities is based on CGMI's proprietary pricing models and our internal funding rate. It is not an indication of actual
profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the
securities from you at any time after issuance. See "Valuation of the Securities" in this pricing supplement.
(2) CGMI will receive an underwriting fee of up to $10.00 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 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.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in
c onve nt iona l de bt se c urit ie s. Se e "Sum m a ry Risk Fa c t ors" be ginning on pa ge PS -4 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt a nd t he a c c om pa nying produc t
supple m e nt , unde rlying supple m e nt , prospe c t us supple m e nt a nd prospe c t us a re t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
You should read this pricing supplement together with the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus, which can be accessed via the hyperlinks below:
Produc t Supple m e nt N o. EA-0 2 -0 8 da t e d Fe brua ry 1 5 , 2 0 1 9 U nde rlying Supple m e nt N o. 8 da t e d Fe brua ry
2 1 , 2 0 1 9
Prospe c t us Supple m e nt a nd Prospe c t us e a c h da t e d M a y 1 4 , 2 0 1 8
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d or gua ra nt e e d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Citigroup Global Markets Holdings Inc.

Additional Information

Ge ne ra l. 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, the accompanying product
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supplement contains important information about how the closing value of each underlying will be determined and about
adjustments that may be made to the terms of the securities upon the occurrence of market disruption events and other specified
events with respect to each underlying. The accompanying underlying supplement contains information about each underlying that
is not repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus together with this pricing supplement in deciding whether to invest in the
securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.

Prospe c t us. The first sentence of "Description of Debt Securities-- Events of Default and Defaults" in the accompanying
prospectus shall be amended to read in its entirety as follows:

Events of default under the indenture are:

·
failure of Citigroup Global Markets Holdings or Citigroup to pay required interest on any debt security of such series for 30
days;

·
failure of Citigroup Global Markets Holdings or Citigroup to pay principal, other than a scheduled installment payment to a
sinking fund, on any debt security of such series for 30 days;

·
failure of Citigroup Global Markets Holdings or Citigroup to make any required scheduled installment payment to a sinking
fund for 30 days on debt securities of such series;

·
failure of Citigroup Global Markets Holdings to perform for 90 days after notice any other covenant in the indenture
applicable to it other than a covenant included in the indenture solely for the benefit of a series of debt securities other
than such series; and

·
certain events of bankruptcy or insolvency of Citigroup Global Markets Holdings, whether voluntary or not (Section 6.01).

Payout Diagram

The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns of the worst performing
underlying.

I nve st ors in t he se c urit ie s w ill not re c e ive a ny divide nds w it h re spe c t t o t he unde rlyings. T he dia gra m a nd
e x a m ple s be low do not show a ny e ffe c t of lost divide nd yie ld ove r t he t e rm of t he se c urit ie s. See "Summary
Risk Factors--You will not receive dividends or have any other rights with respect to the underlyings" below.

Pa yout Dia gra m
The Securities The Worst Performing Underlying

PS-2
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Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples below illustrate how to determine the payment at maturity on the securities, assuming the various hypothetical final
underlying values indicated below. The examples are solely for illustrative purposes, do not show all possible outcomes and are not
a prediction of what the actual payment at maturity on the securities will be. The actual payment at maturity will depend on the
actual final underlying value of the worst performing underlying.

The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values or final
barrier values of the underlyings. For the actual initial underlying value and final barrier value of each underlying, see the cover
page of this pricing supplement. We have used these hypothetical values, rather than the actual values, to simplify the calculations
and aid understanding of how the securities work. However, you should understand that the actual payment at maturity on the
securities will be calculated based on the actual initial underlying value and final barrier value of each underlying, and not the
hypothetical values indicated below. For ease of analysis, figures below have been rounded.

H ypot he t ic a l init ia l
H ypot he t ic a l fina l
U nde rlying
unde rlying va lue
ba rrie r va lue
70.00 (70.00% of its
Dow Jones Industrial
hypothetical initial underlying
AverageTM
100.00
value)
70.00 (70.00% of its
hypothetical initial underlying
S&P 500® Index
100.00
value)

Ex a m ple 1 --U pside Sc e na rio. The final underlying value of the worst performing underlying is 105.00, resulting in a 5.00%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying
is gre a t e r t ha n its initial underlying value.

H ypot he t ic a l fina l
H ypot he t ic a l unde rlying
U nde rlying
unde rlying va lue
re t urn
Dow Jones Industrial
AverageTM *
105.00
5.00%
S&P 500® Index
130.00
30.00%
* Worst performing underlying

Payment at maturity per security = $1,000 + the return amount
= $1,000 + ($1,000 × the underlying return of the worst performing underlying × the upside participation rate)
= $1,000 + ($1,000 × 5.00% × 120.00%)
= $1,000 + $60.00
= $1,060.00

In this scenario, the worst performing underlying has appreciated from its initial underlying value to its final underlying value, and
your total return at maturity would equal the underlying return of the worst performing underlying multiplied by the upside
participation rate.

Ex a m ple 2 --Pa r Sc e na rio. The final underlying value of the worst performing underlying is 95.00, resulting in a -5.00%
underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing underlying
is le ss t ha n its initial underlying value but gre a t e r t ha n its final barrier value.

H ypot he t ic a l fina l
H ypot he t ic a l unde rlying
U nde rlying
unde rlying va lue
re t urn
Dow Jones Industrial
AverageTM
120.00
20.00%
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S&P 500® Index*
95.00
-5.00%
* Worst performing underlying

Payment at maturity per security = $1,000

In this scenario, the worst performing underlying has depreciated from its initial underlying value to its final underlying value but not
below its final barrier value. As a result, you would be repaid the stated principal amount of your securities at maturity but would not
receive any positive return on your investment.

Ex a m ple 3 --Dow nside Sc e na rio. The final underlying value of the worst performing underlying is 30.00, resulting in a -
70.00% underlying return for the worst performing underlying. In this example, the final underlying value of the worst performing
underlying is le ss t ha n its final barrier value.

H ypot he t ic a l fina l
H ypot he t ic a l unde rlying
U nde rlying
unde rlying va lue
re t urn
Dow Jones Industrial
AverageTM *
30.00
-70.00%
S&P 500® Index
105.00
5.00%
* Worst performing underlying

Payment at maturity per security = $1,000 + ($1,000 × the underlying return of the worst performing underlying)
= $1,000 + ($1,000 × -70.00%)
= $1,000 + -$700.00
= $300.00

In this scenario, the worst performing underlying has depreciated from its initial underlying value to its final underlying value and its
final underlying value is less than its final barrier value. As a result, your total return at maturity in this scenario would be negative
and would reflect 1-to-1 exposure to the negative performance of the worst performing underlying.

PS-3
Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject
to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk
that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with each
underlying. Accordingly, the securities are suitable only for investors who are capable of understanding the complexities and risks of
the securities. You should consult your own financial, tax and legal advisors as to the risks of an investment in the securities and
the suitability of the securities in light of your particular circumstances.

The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with
the more detailed description of risks relating to an investment in the securities contained in the section "Risk Factors Relating to
the Securities" beginning on page EA-7 in the accompanying product supplement. You should also carefully read the risk factors
included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying
prospectus, including Citigroup Inc.'s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

Y ou m a y lose a signific a nt port ion or a ll of your inve st m e nt . Unlike conventional debt securities, the securities
do not repay a fixed amount of principal at maturity. Instead, your payment at maturity will depend on the performance of
the worst performing underlying. If the final underlying value of the worst performing underlying is less than its final barrier
value, you will lose 1% of the stated principal amount of your securities for every 1% by which the worst performing
underlying has depreciated from its initial underlying value to its final underlying value. There is no minimum payment at
maturity on the securities, and you may lose up to all of your investment.

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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.

T he se c urit ie s a re subje c t t o he ight e ne d risk be c a use t he y ha ve m ult iple unde rlyings. The securities are
more risky than similar investments that may be available with only one underlying. With multiple underlyings, there is a
greater chance that any one underlying will perform poorly, adversely affecting your return on the securities.

T he se c urit ie s a re subje c t t o t he risk s of e a c h of t he unde rlyings a nd w ill be ne ga t ive ly a ffe c t e d if
a ny one unde rlying pe rform s poorly. You are subject to risks associated with each of the underlyings. If any one
underlying performs poorly, you will be negatively affected. The securities are not linked to a basket composed of the
underlyings, where the blended performance of the underlyings would be better than the performance of the worst
performing underlying alone. Instead, you are subject to the full risks of whichever of the underlyings is the worst
performing underlying.

Y ou w ill not be ne fit in a ny w a y from t he pe rform a nc e of a ny be t t e r pe rform ing unde rlying. The return on
the securities depends solely on the performance of the worst performing underlying, and you will not benefit in any way
from the performance of any better performing underlying.

Y ou w ill be subje c t t o risk s re la t ing t o t he re la t ionship be t w e e n t he unde rlyings. It is preferable from your
perspective for the underlyings to be correlated with each other, in the sense that their closing values tend to increase or
decrease at similar times and by similar magnitudes. By investing in the securities, you assume the risk that the
underlyings will not exhibit this relationship. The less correlated the underlyings, the more likely it is that any one of the
underlyings will perform poorly over the term of the securities. All that is necessary for the securities to perform poorly is
for one of the underlyings to perform poorly. It is impossible to predict what the relationship between the underlyings will
be over the term of the securities. The underlyings differ in significant ways and, therefore, may not be correlated with each
other.

Y ou w ill not re c e ive divide nds or ha ve a ny ot he r right s w it h re spe c t t o t he unde rlyings. You will not
receive any dividends with respect to the underlyings. This lost dividend yield may be significant over the term of the
securities. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over
the term of the securities. In addition, you will not have voting rights or any other rights with respect to the underlyings or
the stocks included in the underlyings.

Y our pa ym e nt a t m a t urit y de pe nds on t he c losing va lue of t he w orst pe rform ing unde rlying on a
single da y. Because your payment at maturity depends on the closing value of the worst performing underlying solely on
the valuation date, you are subject to the risk that the closing value of the worst performing 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 worst performing 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 values of the worst performing underlying, you
might have achieved better returns.

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 . If we default on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may
not receive anything owed to you under the securities.

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.

PS-4
Citigroup Global Markets Holdings Inc.
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T he e st im a t e d va lue of t he se c urit ie s on t he pric ing 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) any selling concessions or other fees paid in connection with the offering of the securities, (ii) hedging and other
costs incurred by us and our affiliates in connection with the offering of the securities and (iii) the expected profit (which
may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under
the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the economic
terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely
affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See "The
estimated value of the securities would be lower if it were calculated based on our secondary market rate" below.

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, and correlation between, the closing values of the underlyings, dividend yields on the underlyings 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 is payable on the securities.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI
determines our secondary market rate based on the market price of traded instruments referencing the debt obligations of
Citigroup Inc., our parent company and the guarantor of all payments due on the securities, but subject to adjustments that
CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our
creditworthiness, but rather reflects the market's perception of our parent company's creditworthiness as adjusted for
discretionary factors such as CGMI's preferences with respect to purchasing the securities prior to maturity.

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. The
value of your securities prior to maturity will fluctuate based on the closing values of the underlyings, the volatility of, and
correlation between, the closing values of the underlyings, dividend yields on the underlyings, interest rates generally, the
time remaining to maturity and our and Citigroup Inc.'s creditworthiness, as reflected in our secondary market rate, among
other factors described under "Risk Factors Relating to the Securities--Risk Factors Relating to All Securities--The value
of your securities prior to maturity will fluctuate based on many unpredictable factors" in the accompanying product
supplement. Changes in the closing values of the underlyings may not result in a comparable change in the value of your
securities. You should understand that the value of your securities at any time prior to maturity may be significantly less
than the issue price.

https://www.sec.gov/Archives/edgar/data/200245/000095010320008973/dp127662_424b2-us2096378.htm[5/4/2020 3:26:00 PM]

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 steadily decline to
zero over the temporary adjustment period. See "Valuation of the Securities" in this pricing supplement.

Our offe ring of t he se c urit ie s is not a re c om m e nda t ion of a ny unde rlying. The fact that we are offering the
securities does not mean that we believe that investing in an instrument linked to the underlyings is likely to achieve
favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short
positions) in the underlyings or in instruments related to the underlyings, and may publish research or express opinions,
that in each case are inconsistent with an investment linked to the underlyings. These and other activities of our affiliates
may affect the closing values of the underlyings in a way that negatively affects the value of and your return on the
securities.

T he c losing va lue of a n unde rlying m a y be a dve rse ly a ffe c t e d by our or our a ffilia t e s' he dging a nd
ot he r t ra ding a c t ivit ie s. We expect to hedge our obligations under the securities through CGMI or other of our
affiliates, who may take positions in the underlyings or in financial instruments related to the underlyings and may adjust
such positions during the term of the securities. Our affiliates also take positions in the underlyings or in financial
instruments related to the underlyings on a regular basis (taking long or short positions or both),

PS-5
Citigroup Global Markets Holdings Inc.

for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These
activities could affect the closing values of the underlyings in a way that negatively affects the value of and your return on
the securities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.

We a nd our 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 our
a ffilia t e s' busine ss a c t ivit ie s. Our affiliates engage in business activities with a wide range of companies. These
activities include extending loans, making and facilitating investments, underwriting securities offerings and providing
advisory services. These activities could involve or affect the underlyings in a way that negatively affects the value of and
your return on the securities. They could also result in substantial returns for us or our affiliates while the value of the
securities declines. In addition, in the course of this business, we or our affiliates may acquire non-public information, which
will not be disclosed to you.

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 during the term of the securities, such as market disruption events and other
events with respect to an underlying, CGMI, as calculation agent, will be required to make discretionary judgments that
could significantly affect your return on the securities. In making these judgments, the calculation agent's interests as an
affiliate of ours could be adverse to your interests as a holder of the securities. See "Risk Factors Relating to the
Securities--Risk Factors Relating to All Securities--The calculation agent, which is an affiliate of ours, will make important
determinations with respect to the securities" in the accompanying product supplement.

Cha nge s t ha t a ffe c t t he unde rlyings m a y a ffe c t t he va lue of your se c urit ie s. The sponsors of the
underlyings may at any time make methodological changes or other changes in the manner in which they operate that
could affect the values of the underlyings. We are not affiliated with any such underlying sponsor and, accordingly, we
have no control over any changes any such sponsor may make. Such changes could adversely affect the performance of
the underlyings and the value of and your return on 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.

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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-6
Citigroup Global Markets Holdings Inc.

Information About the Dow Jones Industrial AverageTM

The Dow Jones Industrial AverageTM is a price-weighted index rather than a market capitalization-weighted index. The Dow Jones
Industrial AverageTM consists of 30 common stocks chosen as representative of the broad market of U.S. industry. It is calculated
and maintained by S&P Dow Jones Indices LLC.

Please refer to the section "Equity Index Descriptions-- The Dow Jones Industrial AverageTM" in the accompanying underlying
supplement for additional information.

We have derived all information regarding the Dow Jones Industrial AverageTM from publicly available information and have not
independently verified any information regarding the Dow Jones Industrial AverageTM. This pricing supplement relates only to the
securities and not to the Dow Jones Industrial AverageTM. We make no representation as to the performance of the Dow Jones
Industrial AverageTM over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of
the Dow Jones Industrial AverageTM is not involved in any way in this offering and has no obligation relating to the securities or to
holders of the securities.

Historical Information

The closing value of the Dow Jones Industrial AverageTM on April 30, 2020 was 24,345.72.

The graph below shows the closing value of the Dow Jones Industrial AverageTM for each day such value was available from
January 4, 2010 to April 30, 2020. We obtained the closing values from Bloomberg L.P., without independent verification. You
should not take historical closing values as an indication of future performance.

Dow J one s I ndust ria l Ave ra ge TM H ist oric a l Closing V a lue s
J a nua ry 4 , 2 0 1 0 t o April 3 0 , 2 0 2 0
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PS-7
Citigroup Global Markets Holdings Inc.

Information About the S&P 500® Index

The S&P 500® Index consists of the common stocks of 500 issuers selected to provide a performance benchmark for the large
capitalization segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC.

Please refer to the section "Equity Index Descriptions-- The S&P U.S. Indices" in the accompanying underlying supplement for
additional information.

We have derived all information regarding the S&P 500® Index from publicly available information and have not independently
verified any information regarding the S&P 500® Index. This pricing supplement relates only to the securities and not to the S&P
500® Index. We make no representation as to the performance of the S&P 500® Index over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of
the S&P 500® Index is not involved in any way in this offering and has no obligation relating to the securities or to holders of the
securities.

Historical Information

The closing value of the S&P 500® Index on April 30, 2020 was 2,912.43.

The graph below shows the closing value of the S&P 500® Index for each day such value was available from January 4, 2010 to
April 30, 2020. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take
historical closing values as an indication of future performance.

S& P 5 0 0 ® I nde x H ist oric a l Closing V a lue s
J a nua ry 4 , 2 0 1 0 t o April 3 0 , 2 0 2 0
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