Primary Offering Prospectus - Form 424B2

PS-2

The notes may be suitable for you if, among other considerations:

The notes may not be suitable for you if, among other considerations:

PS-3

PS-4

Valuation Dates/Coupon Payment Dates for the Offering of the Notes

¹ Subject to postponement as described under "Additional Terms of the Notes-Consequences of a Market Disruption Event; Postponement of a Valuation Date" in this pricing supplement.

If any coupon payment date is not a business day, then the coupon payment to be made on that coupon payment date will be made on the next succeeding business day with the same force and effect as if made on that coupon payment date, and no additional interest will accrue as a result of such delayed payment.

Each coupon payment will be payable to the holders of record of the notes at the close of business on the date that is one business day prior to the applicable coupon payment date (each such day, a "Regular Record Date"), except that the contingent coupon payment due upon early automatic call or at maturity will be payable to the persons who receive cash or shares of the underlying, as applicable, upon such early automatic call or at maturity, as applicable.

If any valuation date (other than the final valuation date) is postponed, the related coupon payment date will be the third business day after such valuation date as postponed.

An investment in the notes is significantly riskier than an investment in conventional debt securities. The notes 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 notes, and are also subject to risks associated with the underlying. Accordingly, the notes are suitable only for investors who are capable of understanding the complexities and risks of the notes. You should consult your own financial, tax and legal advisers as to the risks of an investment in the notes and the suitability of the notes in light of your particular circumstances.

The following is a summary of certain key risk factors for investors in the notes. You should read this summary together with the more detailed description of risks relating to an investment in the notes 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.

At maturity, if the final underlying price of the underlying is less than the conversion price, you will have similar downside market risk as a purchaser of the underlying at the conversion price (except that you will not receive any dividends). This will result in a smaller loss on the notes (disregarding dividends) than would be incurred by a purchaser of the underlying at the initial underlying price, unless the final underlying price is zero. However, you will be exposed at an increased rate to the decline in the price of the underlying below the conversion price, with a loss on the notes of more than 1% for each additional 1% of the initial underlying price by which the final underlying price is less than the conversion price. Therefore, the lower the final underlying price, the closer your loss of principal will be to the percentage decline of the underlying from the initial underlying price. For example, if the conversion price were equal to 80% of the initial underlying price (the actual conversion price is set forth on the cover page of this pricing supplement) and the initial underlying price were $100, then the share delivery amount that would be delivered at maturity if the final underlying price is below the conversion price would be equal to 12.50 shares per $1,000 note ($1,000 divided by the $80 conversion price). If the final underlying price is $60 (40% less than the initial underlying price), the value of that share delivery amount on the final valuation date would be $750.00 per note (12.50 shares times $60). If you had purchased shares at the initial underlying price, you would have 10 shares worth $600 on the final valuation date, a difference of $150.00 compared with the value of the share delivery amount. However, if the final underlying price is $30 (70% less than the initial underlying price), the value of the share delivery amount on the final valuation date would be $375.00 per note (12.50 shares times $30). If you had purchased shares at the initial underlying price, you would have 10 shares worth $300 on the final valuation date, a difference of only $75.00 compared with the value of the share delivery amount. If the final underlying price is $0 (100% less than the initial underlying price), the value of the share delivery amount on the final valuation date would be $0, the same as if you had purchased shares at the initial underlying price, and you would lose the entire stated principal amount of your notes.

notes may be less favorable to you than the terms of an alternative investment that may be available to you that offers a similar payout as the notes but with the initial underlying price set on the trade date.

over the term of the notes, the value of the notes may be adversely affected, and if the actual volatility of the underlying proves to be greater than initially expected, the notes may prove to be riskier than expected on the trade date.

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 notes, 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 notes prior to maturity.

These and other activities of our affiliates may affect the price of the underlying in a way that has a negative impact on your interests as a holder of the notes.

For example, in the event that an amendment is proposed to the underlying issuer's certificate of incorporation or by-laws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the date you receive shares of the underlying (if at all), you will not be entitled to vote on the amendment, even though you will nevertheless be subject to any changes in the powers, preferences or special rights of the underlying in the event you receive shares of the underlying at maturity. Any such change to the shares of the underlying may adversely affect their price, which will adversely affect the value of the notes and increase the likelihood that you lose money on your investment.

In addition, as we are not affiliated with the underlying issuer, we do not assume any responsibility for the accuracy or adequacy of any information about the underlying or the underlying issuer contained in the underlying issuer's public disclosures. We have made no "due diligence" or other investigation into the underlying issuer. As an investor in the notes, you should make your own investigation into the underlying issuer.

exercise our call right, the calculation agent may, in its sole discretion, select shares of another issuer to be the underlying. See "Additional Terms of the Notes -Dilution and Reorganization Adjustments" and "Additional Terms of the Notes-Delisting of the Underlying."

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 notes.

Non-U.S. investors should note that persons having withholding responsibility in respect of the notes may withhold on any coupon payment paid to a non-U.S. investor, generally at a rate of 30%. To the extent that we have withholding responsibility in respect of the notes, we intend to so withhold.

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 notes, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Hypothetical terms only. Actual terms may vary. See the cover page for actual offering terms.

The examples below illustrate the hypothetical payment upon automatic call or at maturity for a $1,000.00 stated principal amount note with the following assumptions* (the actual terms of the notes are listed on the cover page of this pricing supplement; amounts may have been rounded for ease of reference):

*The examples below are based on the above hypothetical values and do not reflect the actual initial underlying price, coupon barrier or conversion price. For the actual initial underlying price, coupon barrier and conversion price, see the cover page of this pricing supplement. We have used these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the notes work. However, you should understand that any actual payments on the notes will be calculated based on the actual initial underlying price, coupon barrier and conversion price, and not on the hypothetical values indicated above.

Example 1 - Notes are automatically called on the first valuation date.

On the first valuation date (which is approximately one month after the trade date), the underlying closes above the initial underlying price, and the notes are automatically called on the related coupon payment date. You will receive on the coupon payment date a total of $1,009.00 per note, reflecting the $1,000.00 stated principal amount plus the applicable contingent coupon. In this example, you would have been paid a total of $1,009.00 per note for a 0.90% total return on the notes. No further amount would be owed to you under the notes, and you would not participate in the appreciation of the underlying.

Example 2 - Notes are automatically called on the fourth valuation date.

Since the notes are automatically called on the fourth valuation date, on the related coupon payment date you would receive $1,018.00 per note, reflecting the $1,000.00 stated principal amount plus the applicable contingent coupon for the fourth valuation date and the previously unpaid contingent coupon with respect to the third valuation date. When added to the contingent coupon payments of $18.00 received in respect of the prior valuation dates, you would have been paid a total of $1,036.00 per note for a 3.60% total return on the notes. No further amount will be owed to you under the notes, and you will not participate in any appreciation of the underlying.

Example 3 - Notes are NOT automatically called and the final underlying price is at or above the conversion price.

Since the notes are not automatically called and the final underlying price of the underlying is greater than or equal to the conversion price, at maturity you would receive $1,099.00 per note, reflecting your stated principal amount plus the contingent coupon for the final valuation date and the previously unpaid contingent coupons from prior valuation dates. When added to the contingent coupon payment of $9.00 received in respect of the first valuation date, you would have been paid a total of $1,108.00 per note for a 10.80% total return on the notes over one year. You will not participate in any appreciation of the underlying.

Example 4 - Notes are NOT automatically called and the final underlying price is below the conversion price.

The underlying closes below the coupon barrier on each valuation date, and as a result no contingent coupon is paid on any coupon payment date during the term of the notes. On the final valuation date, the underlying closes below the conversion price. Therefore, at maturity, investors will receive the share delivery amount, with fractional shares included in the share delivery amount paid in cash at the final underlying price. The value received at maturity and the total return on the notes at that time depends on (i) the price of one share of the underlying on the maturity date and (ii) the final underlying price for any fractional shares of the share delivery amount. The value of the share delivery amount received from us would be worth a total of $375.00 per note for a loss on the notes of 62.50%.

Microsoft Corporation

According to its publicly available filings with the SEC, Microsoft Corporation develops, manufactures, licenses, sells, and supports software products. The company offers operating system software, server application software, business and consumer applications software, software development tools, and Internet and intranet software. Microsoft Corporation also develops video game consoles and digital music entertainment devices. Information provided to or filed with the SEC by Microsoft Corporation pursuant to the Exchange Act can be located by reference to the SEC file number 001-37845. The common stock of Microsoft Corporation (Bloomberg ticker: MSFT) is listed on the Nasdaq Global Select Market.

Historical Information Regarding the Common Stock of Microsoft Corporation

The following table sets forth, for each of the quarterly periods indicated, the high and low closing prices of, and dividends paid on, the common stock of Microsoft Corporation from January 2, 2014 through March 27, 2024. The closing price of the common stock of Microsoft Corporation on March 27, 2024 was $421.43. We obtained the closing prices and other information below from Bloomberg, L.P., without independent verification. The closing prices and this other information may be adjusted by Bloomberg, L.P. for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since its inception, the price of the common stock of Microsoft Corporation has experienced significant fluctuations. The historical performance of the common stock of Microsoft Corporation should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Microsoft Corporation during the term of the notes. We cannot give you assurance that the performance of the common stock of Microsoft Corporation will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Microsoft Corporation will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Microsoft Corporation.

On March 12, 2024, Microsoft Corporation declared a cash dividend of $0.75000 per share of common stock payable on June 13, 2024. We make no representation as to the amount of dividends, if any, that may be paid on the underlying shares in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the underlying shares.

The graph below illustrates the performance of the common stock of Microsoft Corporation from January 2, 2014 through March 27, 2024. The closing price of the common stock of Microsoft Corporation on March 27, 2024 was $421.43. We obtained the closing prices of the common stock of Microsoft Corporation from Bloomberg, and we have not participated in the preparation of or verified such information. The historical closing prices of the common stock of Microsoft Corporation should not be taken as an indication of future performance and no assurance can be given as to the final underlying price or any future closing price of the common stock of Microsoft Corporation. We cannot give you assurance that the performance of the common stock of Microsoft Corporation 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.

Additional Terms of the Notes

Payment at Maturity

The Notes will mature on April 2, 2025 (the "Maturity Date"), subject to automatic early call. If the Maturity Date falls on a day that is not a Business Day, the payment to be made on the Maturity Date will be made on the next succeeding Business Day with the same force and effect as if made on the Maturity Date, and no additional interest will accrue as a result of such delayed payment.

If the Notes have not been automatically called and the Final Underlying Price of the underlying is below the Conversion Price, we will deliver to you a number of shares of the underlying equal to the Share Delivery Amount for each Note you then hold. In lieu of any fractional share of underlying that you would otherwise receive in respect of any Notes you hold, at maturity you will receive an amount in cash equal to the value of such fractional share (based on the Closing Price of the underlying on the Final Valuation Date). The number of full shares of the underlying and any cash in lieu of a fractional share that you receive at maturity will be calculated based on the aggregate number of Notes you then hold.

Certain Important Definitions

A "Business Day" means any day (i) that is not a Saturday, a Sunday or a day on which the securities exchanges or banking institutions or trust companies in the City of New York are authorized or obligated by law or executive order to close and (ii) on which DTC settles payments and/or deliveries of shares.

The monthly "Coupon Payment Dates" are the dates set forth under "Coupon Payment Dates" on PS-6 of this pricing supplement. Each Coupon Payment Date (other than the Maturity Date) is subject to postponement as provided under "Coupon Payments Dates" above.

The "Calculation Agent" means CGMI, an affiliate of Citigroup, or any successor appointed by Citigroup.

The "Closing Price" of the underlying (or any other security in the circumstances described under "-Dilution and Reorganization Adjustments" below) on any date of determination will be:

(1) if the applicable security is listed or admitted to trading on a U.S. national securities exchange on that date of determination, the last reported sale price, regular way (or, in the case of The Nasdaq Stock Market, the official closing price), of the principal trading session on such date of the Exchange for such security or, if such price is not available on the Exchange for such security, on any other U.S. national securities exchange on which such security is listed or admitted to trading, or

(2) if such security is not listed or admitted to trading on a U.S. national securities exchange on that date of determination and such security is issued by a non-U.S. issuer, the last reported sale price, regular way, of the principal trading session on such date of the Exchange for such security (converted into U.S. dollars as provided under "-Dilution and Reorganization Adjustments" below),

in each case as determined by the Calculation Agent. If no such price is available pursuant to clauses (1) or (2) above, the Closing Price of such security on the applicable date of determination will be the arithmetic mean, as determined by the Calculation Agent, of the bid prices of the security obtained from as many dealers in such security (which may include CGMI or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid prices available to the Calculation Agent. If no bid prices are provided from any third party dealers, the Closing Price will be determined by the Calculation Agent in its sole and absolute discretion (acting in good faith) taking into account any information that it deems relevant. If a Market Disruption Event occurs with respect to the applicable security on the applicable date of determination, the Calculation Agent may, in its sole discretion, determine the Closing Price of such security on such date either (x) pursuant to the two immediately preceding sentences or (y) if available, pursuant to clauses (1) or (2) above.

The "Final Underlying Price" of the underlying will equal the Closing Price of the underlying on the Final Valuation Date.

The "Conversion Price" for the underlying will equal the Conversion Price as set forth on the cover page of this pricing supplement. The Conversion Price will be subject to adjustment as described below under "-Dilution and Reorganization Adjustments." For purposes of the Notes, the Conversion Price may be rounded to the nearest cent.

The "Initial Underlying Price" for the underlying will equal the Closing Price of the underlying on the Strike Date. The Initial Underlying Price will be subject to adjustment as described below under "-Dilution and Reorganization Adjustments."

The "Strike Date" is March 27, 2024.

The "Trade Date" is March 28, 2024.

The "Settlement Date" means April 3, 2024. See "Plan of Distribution; Conflicts of Interest" in this pricing supplement for additional information.

The "Share Delivery Amount" for the underlying will initially be equal to the $1,000.00 stated principal amount per Note divided by the Conversion Price as set forth under "Indicative Terms" on PS-4 of this pricing supplement. The Share Delivery Amount will be subject to adjustment as described below under "-Dilution and Reorganization Adjustments."

The "Underlying Issuer" means Microsoft Corporation.

The "Exchange" for the underlying or any other security means the principal U.S. national securities exchange on which trading in the underlying or security occurs (or, if the underlying is not listed or admitted to trading on a U.S. national securities exchange, are issued by a non-U.S. issuer and are listed or admitted to trading on a non-U.S. exchange or market, the principal non-U.S. exchange or market on which the underlying is listed or admitted to trading), as determined by the Calculation Agent.

Consequences of a Market Disruption Event; Postponement of a Valuation Date

If a Market Disruption Event occurs with respect to the underlying on any scheduled Valuation Date, the Calculation Agent may, but is not required to, postpone the Valuation Date to the next succeeding Scheduled Trading Day for the underlying on which a Market Disruption Event does not occur with respect to the underlying; provided that the Valuation Date may not be postponed for more than five consecutive Scheduled Trading Days for the underlying or, in any event, past the second Scheduled Trading Day for the underlying immediately preceding the Maturity Date. In addition, if any scheduled Valuation Date is not a Scheduled Trading Day for the underlying, the Valuation Date will be postponed to the earlier of (i) the next succeeding day that is a Scheduled Trading Day for the underlying and (ii) the second Business Day immediately preceding the Maturity Date.

If a Market Disruption Event occurs with respect to the underlying on any Valuation Date and the Calculation Agent does not postpone the Valuation date, or if any Valuation Date is postponed for any reason to the last date to which it may be postponed, in each case as described above, then any Closing Price to be determined on such date will be determined as set forth in the definition of "Closing Price."

Under the terms of the Notes, the Calculation Agent will be required to exercise discretion in determining (i) whether a Market Disruption Event has occurred with respect to the underlying; (ii) if a Market Disruption Event occurs with respect to the underlying, whether to postpone a Valuation Date as a result of such Market Disruption Event; and (iii) if a Market Disruption Event occurs with respect to the underlying on a date on which the Closing Price of the underlying is determined and the Closing Price of the underlying is available pursuant to clauses (1) or (2) of the definition of "Closing Price," whether to determine such Closing Price by reference to such clauses (1) or (2) or by reference to the alternative procedure described in the definition of "Closing Price." In exercising this discretion, the Calculation Agent will be required to act in good faith and using its reasonable judgment, but it may take into account any factors it deems relevant, including, without limitation, whether the applicable event materially interfered with our ability or the ability of our hedging counterparty, which may be an affiliate of ours, to adjust or unwind all or a material portion of any hedge with respect to the Notes.

Certain Definitions

The "Closing Time" with respect to the underlying or other security, on any day, means the Scheduled Closing Time (as defined below) of the Exchange for the underlying or other security on such day or, if earlier, the actual closing time of such Exchange on such day.

An "Exchange Business Day" for the underlying or other security means any day on which the Exchange and each Related Exchange for the underlying or other security are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.

A "Market Disruption Event" means, with respect to the underlying (or any other security for which a Closing Price must be determined), as determined by the Calculation Agent,

(1) the occurrence or existence of any suspension of or limitation imposed on trading by the Exchange for such security or otherwise (whether by reason of movements in price exceeding limits permitted by the Exchange or otherwise) relating to such security on such Exchange, which the Calculation Agent determines is material, at any time during the one-hour period that ends at the Closing Time;

(2) the occurrence or existence of any suspension of or limitation imposed on trading by any Related Exchange for such security or otherwise (whether by reason of movements in price exceeding limits permitted by the Related Exchange or otherwise) in futures or options contracts relating to such security, which the Calculation Agent determines is material, at any time during the one-hour period that ends at the Closing Time;

(3) the occurrence or existence of any event (other than an Early Closure (as defined below)) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for, such security on the Exchange for such security, which the Calculation Agent determines is material, at any time during the one-hour period that ends at the Closing Time;

(4) the occurrence or existence of any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for, futures or options contracts relating to such security on any Related Exchange for such security, which the Calculation Agent determines is material, at any time during the one-hour period that ends at the Closing Time;

(5) the closure on any Exchange Business Day of the Exchange or any Related Exchange for such security prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or Related Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange or Related Exchange on such Exchange Business Day and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Closing Time on such Exchange Business Day (an "Early Closure"); or

(6) the failure of the Exchange or any Related Exchange for such security to open for trading during its regular trading session.

A "Related Exchange" for the underlying or any other security means any exchange where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the underlying or other security.

The "Scheduled Closing Time" on any day for any Exchange or Related Exchange is the scheduled weekday closing time of such Exchange or Related Exchange on such day, without regard to after hours or any other trading outside of the regular trading session hours.

A "Scheduled Trading Day" for the underlying means a day, as determined by the Calculation Agent, on which the Exchange, if any, and each Related Exchange, if any, for the underlying are scheduled to be open for trading for their respective regular trading sessions. If on any relevant date the underlying has neither an Exchange nor a Related Exchange, then, a Scheduled Trading Day shall mean a Business Day. Notwithstanding the foregoing, the Calculation Agent may, in its sole discretion, deem any day on which a Related Exchange for the underlying is not scheduled to be open for trading for its regular trading session, but on which the Exchange for the underlying is scheduled to be open for trading for its regular trading session, to be a Scheduled Trading Day.

Dilution and Reorganization Adjustments

The Share Delivery Amount, the Initial Underlying Price, the Conversion Price, the Closing Price of the underlying and the property we may deliver to you at maturity of the Notes will be subject to adjustment from time to time if certain events occur that affect the underlying. Any of these adjustments could have an impact on the number of shares of the underlying (or other securities) you will receive at maturity or whether the Notes are automatically called prior to maturity. CGMI, as Calculation Agent, will be responsible for the calculation of any adjustment described herein and will furnish the trustee with notice of any adjustment. An adjustment will be made for events with an Adjustment Date (as defined below) from but excluding the Trade Date to and including the Final Valuation Date or the applicable Valuation Date on which the Closing Price of the underlying is greater than or equal to the Initial Underlying Price and as a result the Notes are automatically called. If we deliver shares of the underlying at maturity, the Share Delivery Amount will be subject to adjustment for events with an Adjustment Date up to and including the Maturity Date.

No adjustments will be required other than those specified below. The required adjustments specified in this section do not cover all events that could have a dilutive or adverse effect on the underlying during the term of the Notes. See "Risk Factors Relating to the Notes-The Notes Will Not Be Adjusted for All Events that Could Affect the Price of the Underlying."

The Calculation Agent may elect not to make any of the adjustments described below or may modify any of the adjustments described below if it determines, in its sole discretion, that such adjustment would not be made in any relevant market for options or futures contracts relating to the underlying or that any adjustment made in such market would materially differ from the relevant adjustment described below.

Stock Dividends, Stock Splits and Reverse Stock Splits

If the Underlying Issuer:

(1) declares a record date in respect of, or pays or makes, a dividend or distribution, in each case of shares of the underlying with respect to the underlying (excluding any share dividend or distribution for which the number of shares paid or distributed is based on a fixed cash equivalent value ("Excluded Share Dividends")),

(2) subdivides or splits the outstanding shares of the underlying into a greater number of shares or

(3) combines its outstanding shares of the underlying into a smaller number of shares,

then, in each of these cases, the Share Delivery Amount will be multiplied by a dilution adjustment equal to a fraction, (i) the numerator of which will be the number of shares of the underlying outstanding immediately after giving effect to such event and (ii) the denominator of which will be the number of shares of the underlying outstanding immediately prior to the open of business on the applicable Adjustment Date. An adjustment will also be made to the Initial Underlying Price and the Conversion Price by dividing the Initial Underlying Price and the Conversion Price by that dilution adjustment.

Issuance of Certain Rights or Warrants

If the Underlying Issuer issues, or declares a record date in respect of an issuance of, rights or warrants, in each case to all holders of shares of the underlying entitling them to subscribe for or purchase shares of the underlying at a price per share less than the Then-Current Market Price of the underlying, other than Excluded Rights (as defined below), then, in each case, the Share Delivery Amount will be multiplied by a dilution adjustment equal to a fraction, (i) the numerator of which will be the number of the shares of the underlying outstanding immediately prior to the open of business on the applicable Adjustment Date, plus the number of additional shares of the underlying offered for subscription

or purchase pursuant to the rights or warrants, and (ii) the denominator of which will be the number of shares of the underlying outstanding immediately prior to the open of business on the applicable Adjustment Date, plus the number of additional shares of the underlying which the aggregate offering price of the total number of shares of the underlying offered for subscription or purchase pursuant to the rights or warrants would purchase at the Then-Current Market Price of the underlying, which will be determined by multiplying the total number of shares of the underlying so offered for subscription or purchase by the exercise price of the rights or warrants and dividing the product obtained by the Then-Current Market Price. An adjustment will also be made to the Initial Underlying Price and the Conversion Price by dividing the Initial Underlying Price and the Conversion Price by that dilution adjustment. To the extent that, prior to the Maturity Date or automatic early call of the Notes, after the expiration of the rights or warrants, the Underlying Issuer publicly announces the number of shares of the underlying with respect to which such rights or warrants have been exercised and such number is less than the aggregate number offered, the Share Delivery Amount will be further adjusted to equal the Share Delivery Amount which would have been in effect had the adjustment for the issuance of the rights or warrants been made upon the basis of delivery of only the number of shares of the underlying for which such rights or warrants were actually exercised, and a corresponding adjustment will be made to the Initial Underlying Price and the Conversion Price.

"Excluded Rights" means (i) rights to purchase shares of the underlying pursuant to a plan for the reinvestment of dividends or interest and (ii) rights that are not immediately exercisable, trade as a unit or automatically with shares of the underlying and may be redeemed by the Underlying Issuer.

The "Then-Current Market Price" of the underlying, for the purpose of applying any dilution adjustment, means the average Closing Price of the underlying for the ten Scheduled Trading Days ending on the Scheduled Trading Day immediately preceding the related Adjustment Date. For purposes of determining the Then-Current Market Price, if a Market Disruption Event occurs with respect to the underlying on any such Scheduled Trading Day, the Calculation Agent may disregard the Closing Price on such Scheduled Trading Day for purposes of calculating such average; provided that the Calculation Agent may not disregard more than five Scheduled Trading Days in such ten-Scheduled Trading Day period.

Spin-offs and Certain Other Non-Cash Distributions

If the Underlying Issuer (a) declares a record date in respect of, or pays or makes, a dividend or distribution, in each case to all holders of shares of the underlying, of any class of its capital stock, the capital stock of one or more of its subsidiaries (excluding any capital stock of a subsidiary in the form of Marketable Securities (as defined below)), evidences of its indebtedness or other non-cash assets or (b) issues to all holders of shares of the underlying, or declares a record date in respect of an issuance to all holders of shares of the underlying of, rights or warrants to subscribe for or purchase any of its or one or more of its subsidiaries' securities, in each case excluding any share dividends or distributions referred to above, Excluded Share Dividends, any rights or warrants referred to above, Excluded Rights and any reclassification referred to below, then, in each of these cases, the Share Delivery Amount will be multiplied by a dilution adjustment equal to a fraction, (i) the numerator of which will be the Then-Current Market Price of one share of the underlying and (ii) the denominator of which will be the Then-Current Market Price of one share of the underlying less the fair market value as of open of business on the Adjustment Date of the portion of the capital shares, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one share of the underlying. An adjustment will also be made to the Initial Underlying Price and the Conversion Price by dividing the Initial Underlying Price and the Conversion Price by that dilution adjustment. If any capital stock declared or paid as a dividend or otherwise distributed or issued to all holders of shares of the underlying consists, in whole or in part, of Marketable Securities (other than Marketable Securities of a subsidiary of the Underlying Issuer), then the fair market value of such Marketable Securities will be determined by the Calculation Agent by reference to the Closing Price of such capital stock. The fair market value of any other distribution or issuance referred to in this paragraph will be determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup, whose determination will be final.

Notwithstanding the foregoing, in the event that, with respect to any dividend, distribution or issuance to which the immediately preceding paragraph would otherwise apply, the denominator in the fraction referred to in such paragraph is less than $1.00 or is a negative number, then Citigroup may, at its option, elect to have the adjustment to the Share Delivery Amount provided by such paragraph not be made and, in lieu of this adjustment, the Closing Price of the underlying on any date of determination thereafter will be deemed to be equal to the sum of (i) the Closing Price of the underlying on such date and (ii) the fair market value of the capital stock, evidences of indebtedness, assets, rights or warrants (determined, as of open of business on the Adjustment Date, by a nationally recognized independent investment banking firm retained for this purpose by Citigroup, whose determination will be final) so distributed or issued applicable to one share of the underlying. If the Notes are not automatically called prior to maturity and the Closing Price of the underlying as so determined on the Final Valuation Date is less than the Conversion Price, each holder of the Notes will receive per Note at maturity (x) a number of shares of the underlying equal to the Share Delivery Amount and (y) cash in an amount per Note equal to the Share Delivery Amount as of the Adjustment Date for such dividend, distribution or issuance multiplied by the fair market value determined pursuant to clause (ii) of the immediately preceding sentence.

If the Underlying Issuer declares a record date in respect of, or pays or makes, a dividend or distribution, in each case to all holders of shares of the underlying of the capital stock of one or more of its subsidiaries in the form of Marketable Securities, the Closing Price of the underlying on any date of determination from and after open of business on the Adjustment Date will in each case equal the Closing Price of the underlying plus the product of (i) the Closing Price of such shares of subsidiary capital stock on such date and (ii) the number of shares of such subsidiary capital stock distributed per share of the underlying. If the Notes are not automatically called prior to maturity and the Closing Price of the underlying as so determined on the Final Valuation Date is less than the Conversion Price, then in each of these cases, each holder of the Notes will receive at maturity per Note a combination of (x) a number of shares of the underlying equal to the Share Delivery Amount and (y) a number of shares of such subsidiary capital stock equal to the Share Delivery Amount multiplied by the number of shares of such subsidiary capital stock distributed per share of the underlying. In the event an adjustment pursuant to this paragraph occurs, following such adjustment, the

adjustments described in this section "-Dilution and Reorganization Adjustments" will also apply to such subsidiary capital stock if any of the events described in this section "-Dilution and Reorganization Adjustments" occurs with respect to such capital stock.

Certain Extraordinary Cash Dividends

If the Underlying Issuer declares a record date in respect of a distribution of cash, by dividend or otherwise, to all holders of shares of the Underlying, other than (a) any Permitted Dividends described below, (b) any cash distributed in consideration of fractional shares of the Underlying and (c) any cash distributed in a Reorganization Event referred to below, then in each case the Share Delivery Amount will be multiplied by a dilution adjustment equal to a fraction, (i) the numerator of which will be the Then-Current Market Price of the Underlying, and (ii) the denominator of which will be the Then-Current Market Price of the Underlying less the amount of the distribution applicable to one share of the Underlying which would not be a Permitted Dividend (such amount, the "Extraordinary Portion"). An adjustment will also be made to the Initial Underlying Price and the Conversion Price by dividing the Initial Underlying Price and the Conversion Price by that dilution adjustment. In the case of an issuer that is organized outside the United States, in order to determine the Extraordinary Portion, the amount of the distribution will be reduced by any applicable foreign withholding taxes that would apply to dividends or other distributions paid to a U.S. person that claims any reduction in such taxes to which a U.S. person would generally be entitled under an applicable U.S. income tax treaty, if available.

A "Permitted Dividend" is (1) any distribution of cash, by dividend or otherwise, to all holders of shares of the Underlying other than a dividend or other distribution that the Calculation Agent determines, in its sole discretion, is (a) by its terms or declared intent, declared and paid outside the normal dividend policy or historical dividend practice of the Underlying or (b) a payment by the Underlying that the Underlying announces will be an extraordinary dividend and (2) any cash dividend or distribution made in the form of a fixed cash equivalent value for which the holders of shares of the Underlying have the option to receive either a number of shares of the Underlying or a fixed amount of cash.

Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which the first paragraph under "-Dilution and Reorganization Adjustments-Certain Extraordinary Cash Dividends" would otherwise apply, the denominator in the fraction referred to in the formula in that paragraph is less than $1.00 or is a negative number, then Citigroup may, at its option, elect to have the adjustment provided by such paragraph not be made and, in lieu of this adjustment, the Closing Price of the Underlying on any date of determination from and after open of business on the Adjustment Date will be deemed to be equal to the sum of (i) the Closing Price of the Underlying on such date and (ii) the amount of cash so distributed applicable to one share of the Underlying. If the Notes are not automatically called prior to maturity and the Closing Price of the Underlying as so determined on the Final Valuation Date is less than the Conversion Price, each holder of the Notes will receive per Note at maturity (x) a number of shares of the Underlying equal to the Share Delivery Amount and (y) cash in an amount per Note equal to the Share Delivery Amount as of the Adjustment Date for such distribution multiplied by the amount of cash determined pursuant to clause (ii) of the immediately preceding sentence.

Reorganization Events

In the event of any of the following "Reorganization Events" with respect to the Underlying Issuer:

the Closing Price of the Underlying on any date of determination from and after the open of business on the Adjustment Date will, in each case, be deemed to be equal to the Transaction Value on such date of determination. The Calculation Agent will determine in its sole discretion whether a transaction constitutes a Reorganization Event as defined above, including whether a transaction constitutes a sale, transfer, lease or conveyance to another company of the property of the Underlying Issuer or any successor "as an entirety or substantially as an entirety." The Calculation Agent will have significant discretion in determining what "substantially as an entirety" means and may exercise that discretion in a manner that may be adverse to the interests of holders of the Notes.

The "Transaction Value" will equal the sum of (1), (2) and (3) below:

(1) for any cash received in a Reorganization Event, the amount of cash received per share of the Underlying,

(2) for any property other than cash or Marketable Securities received in a Reorganization Event, an amount equal to the fair market value on the effective date of the Reorganization Event of that property received per share of the Underlying, as determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup, whose determination will be final, and

(3) for any Marketable Securities received in a Reorganization Event, an amount equal to the Closing Price per unit of these Marketable Securities on the applicable date of determination multiplied by the number of these Marketable Securities received per share of the Underlying,

plus, in each case, if shares of the Underlying continue to be outstanding following the Reorganization Event, the Closing Price of the Underlying.

"Marketable Securities" are any perpetual equity securities or debt securities with a stated maturity after the Maturity Date, in each case that are listed on a U.S. national securities exchange. The number of shares of any equity securities constituting Marketable Securities included in the calculation of Transaction Value pursuant to clause (3) above will be adjusted if any event occurs with respect to the Marketable Securities or the issuer of the Marketable Securities between the time of the Reorganization Event and maturity of the Notes that would have required an adjustment as described above, had it occurred with respect to the Underlying or the Underlying Issuer. Adjustment for these subsequent events will be as nearly equivalent as practicable to the adjustments described above, as determined by the Calculation Agent.

If the Notes are not automatically called prior to maturity, the Underlying has been subject to a Reorganization Event and the applicable Transaction Value determined on the Final Valuation Date is less than the Conversion Price, each holder of the Notes will receive per Note at maturity (i) cash in an amount equal to the Share Delivery Amount with respect to such Underlying as of the relevant Adjustment Date multiplied by the sum of clauses (1) and (2) in the definition of "Transaction Value" above, (ii) if the Underlying continues to be outstanding following the effective date of the Reorganization Event, a number of shares of such Underlying equal to the Share Delivery Amount with respect to such Underlying and (iii) the number of Marketable Securities received per share of such Underlying in the Reorganization Event multiplied by the Share Delivery Amount with respect to such Underlying as of the relevant Adjustment Date.

Certain General Provisions

The adjustments described in this section will be effected at the open of business on the applicable date specified below (such date, the "Adjustment Date"):

All adjustments will be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. No adjustment in the Share Delivery Amount will be required unless the adjustment would require an increase or decrease of at least one percent therein, provided, however, that any adjustments which by reason of this sentence are not required to be made will be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any announcement or declaration of a record date in respect of a dividend, distribution or issuance requiring an adjustment as described herein is subsequently canceled by the Underlying Issuer, or this dividend, distribution or issuance fails to receive requisite approvals or fails to occur for any other reason, in each case prior to the Maturity Date or the earlier automatic call of the Notes, then, upon the cancellation, failure of approval or failure to occur, the Share Delivery Amount, the Initial Underlying Price and the Conversion Price will be further adjusted to the Share Delivery Amount, the Initial Underlying Price and the Conversion Price, respectively, which would then have been in effect had adjustment for the event not been made. All adjustments to the Share Delivery Amount shall be cumulative, such that if more than one adjustment is required to the Share Delivery Amount, each subsequent adjustment will be made to the Share Delivery Amount as previously adjusted.

The "Ex-Date" relating to any dividend, distribution or issuance is the first date on which shares of the Underlying trade in the regular way on their principal market without the right to receive such dividend, distribution or issuance from the Underlying Issuer or, if applicable, from the seller on such market (in the form of due bills or otherwise).

For the purpose of adjustments described herein, each non-U.S. dollar value (whether a value of cash, property, securities or otherwise) shall be expressed in U.S. dollars as converted from the relevant currency using the 12:00 noon buying rate in New York certified by the New York Federal Reserve Bank for customs purposes on the date of valuation, or if this rate is unavailable, such rate as the Calculation Agent may determine.

Delisting of the Underlying

If the Underlying is delisted from its Exchange (other than in connection with a Reorganization Event) and not then or immediately thereafter listed on another U.S. national securities exchange (a "Delisting Event"), we will have the right, but not the obligation, to call the Notes for redemption on the third Business Day following the last Scheduled Trading Day for the Underlying on which it is scheduled to trade on such Exchange; provided that, if public notice of such delisting is not provided at least five Business Days prior to such last Scheduled Trading Day, we may in our reasonable judgment specify a date later than such third Business Day as the date of redemption. If we elect to exercise such call right, we will provide to the trustee, and either we or the trustee (at our request) will provide to holders of the Notes (which shall be DTC for so long as the Notes are held in book-entry form), at least five Business Days' notice of our election. If we exercise this call

right, we will redeem the Notes for an amount in cash equal to the amount you would be entitled to receive on the Maturity Date, calculated as though the Last Valid Trading Day (as defined below) were the final Valuation Date. For purposes of the immediately preceding sentence, the portion of such payment attributable to the final contingent coupon payment, if any, will be prorated from and including the immediately preceding coupon payment date (or the issue date, if there is no such coupon payment date) to but excluding the date of redemption.

The "Last Valid Trading Day" means the last Scheduled Trading Day for the Underlying on which it is scheduled to trade on its Exchange; provided that, if the Closing Price of the Underlying is not available pursuant to clause (1) or (2) of the definition of "Closing Price" or a Market Disruption Event occurs with respect to the Underlying on such last Scheduled Trading Day, the Calculation Agent may, but is not required to, deem the Last Valid Trading Day with respect to the Underlying to be the first Scheduled Trading Day for the Underlying preceding such last Scheduled Trading Day on which such Closing Price was available pursuant to clause (1) or (2) of the definition of "Closing Price" and a Market Disruption Event did not occur with respect to the Underlying.

If a Delisting Event occurs and we do not exercise our right to call the Notes pursuant to the immediately preceding paragraph, then the Calculation Agent may, but is not required to, select Successor Shares (as defined below) to be the Underlying in accordance with the following paragraphs prior to open of business on the first Scheduled Trading Day for the Underlying on which it is no longer listed or admitted to trading on its Exchange (the "Change Date").

The "Successor Shares" with respect to the Underlying will be shares of an Eligible Company (as defined below) selected by the Calculation Agent in its sole discretion from among the shares of the Top Three Eligible Companies. The "Top Three Eligible Companies" are the three (or fewer, if the Calculation Agent cannot identify three) Eligible Companies whose shares are, in the Calculation Agent's sole determination, the most comparable to the original Underlying, taking into account such factors as the Calculation Agent deems relevant (including, without limitation, market capitalization, dividend history, trading characteristics, liquidity and share price volatility), excluding (i) any shares that are subject to a trading restriction under the trading restriction policies of Citigroup or any of its affiliates that would materially limit our ability or the ability of any of our affiliates to hedge the Notes with respect to the shares and (ii) any other shares that the Calculation Agent determines, in its sole discretion, not to select as Successor Shares based on legal or regulatory considerations. An "Eligible Company" is a company that (x) is organized in, or the principal executive office of which is located in, the country in which the original Underlying Issuer is organized or has its principal executive office, (y) has shares that are listed or admitted to trading on the New York Stock Exchange or The Nasdaq Stock Market and (z) has the same Global Industry Classification Standard ("GICS") sub-industry code as the original Underlying Issuer; provided that, if the Calculation Agent determines that no shares of a company meeting the criteria set forth in clauses (x), (y) and (z) are sufficiently comparable to the original Underlying to select as Successor Shares, the Calculation Agent may treat as an Eligible Company any company that meets the criteria set forth in clauses (x) and (y) and has the same GICS industry group code as the original Underlying Issuer; provided, further, that, if the Calculation Agent determines that no shares of a company meeting the criteria set forth in the immediately preceding proviso are sufficiently comparable to the original Underlying to select as Successor Shares, the Calculation Agent may treat as an Eligible Company any company that meets the criteria set forth in clauses (y) and (z). If no GICS sub-industry or industry group code has been assigned to any applicable company, the Calculation Agent may select a GICS sub-industry and industry group code, as applicable, for such company in its sole discretion.

Upon the selection of any Successor Shares by the Calculation Agent, on and after the Change Date, references in this pricing supplement to the Underlying will no longer be deemed to refer to the original Underlying and will be deemed instead to refer to the Successor Shares for all purposes, and references in this pricing supplement to the Underlying Issuer will be deemed to be to the issuer of such Successor Shares. Upon the selection of any Successor Shares by the Calculation Agent, on and after the Change Date, (i) the Share Delivery Amount for the Successor Shares will be equal to the Share Delivery Amount for the original Underlying immediately prior to the Change Date multiplied by a factor determined by the Calculation Agent in good faith, taking into account, among other things, the Closing Price of the original Underlying on the Last Valid Trading Day, and (ii) the Initial Underlying Price, Coupon Barrier and Conversion Price for the Successor Shares will be equal to the Initial Underlying Price, Coupon Barrier or Conversion Price, as applicable, for the original Underlying immediately prior to the Change Date divided by such factor. The Share Delivery Amount, Initial Underlying Price, Coupon Barrier and Conversion Price for the Successor Shares as so determined will be subject to adjustment for certain corporate events related to the Successor Shares occurring on or after the Change Date in accordance with "-Dilution and Reorganization Adjustments."

The Calculation Agent will cause notice of the selection of Successor Shares and the Share Delivery Amount, Initial Underlying Price, Coupon Barrier and Conversion Price for the Successor Shares to be furnished to us and the trustee.

No Redemption at the Option of the Holder; Defeasance

The Notes will not be subject to redemption at the option of any holder prior to maturity and will not be subject to the defeasance provisions described in the accompanying prospectus under "Description of Debt Securities-Defeasance."

Events of Default and Acceleration

In case an event of default (as described in the accompanying prospectus) with respect to the Notes shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Notes will be determined by the Calculation Agent and will equal the amount to be received at maturity, calculated as though the date of acceleration were the Final Valuation Date. For purposes of the immediately preceding sentence, the portion of such payment attributable to the final monthly coupon payment will be prorated from and including the immediately preceding Coupon Payment Date to but excluding the date of acceleration.

In case of default under the Notes, whether in the payment of any monthly coupon or any other payment or delivery due under the Notes, no interest will accrue on such overdue payment or delivery either before or after the Maturity Date.

Paying Agent and Trustee

Citibank, N.A. will serve as paying agent and registrar for the Notes and will also hold the global security representing the Notes as custodian for DTC. The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as trustee for the Notes.

CUSIP / ISIN

The CUSIP for the Notes linked to the common stock of Microsoft Corporation is 17331N459. The ISIN for the Notes linked to the common stock of Microsoft Corporation is US17331N4593.

Calculation Agent

The Calculation Agent for the Notes will be CGMI, an affiliate of Citigroup Global Markets Holdings Inc. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the holders of the Notes. The Calculation Agent is obligated to carry out its duties and functions in good faith and using its reasonable judgment.

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.

Due to the lack of any controlling legal authority, there is substantial uncertainty regarding the U.S. federal tax consequences of an investment in the notes. In connection with any information reporting requirements we may have in respect of the notes under applicable law, we intend (in the absence of an administrative determination or judicial ruling to the contrary) to treat the notes for U.S. federal income tax purposes as prepaid forward contracts with associated coupon payments that will be treated as gross income to you at the time received or accrued in accordance with your regular method of tax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, this treatment of the notes is reasonable under current law; however, our counsel has advised us that it is unable to conclude affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments are possible. Moreover, our counsel's opinion is based on market conditions as of the date of this preliminary pricing supplement and is subject to confirmation on the pricing date.

Assuming this treatment of the notes 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:

We do not plan to request a ruling from the IRS regarding the treatment of the notes. An alternative characterization of the notes could materially and adversely affect the tax consequences of ownership and disposition of the notes, 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 notes, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative tax treatments of the notes and potential changes in applicable law.

This discussion does not address the U.S. federal tax consequences of the ownership or disposition of the underlying shares that you may receive at maturity. You should consult your tax adviser regarding the particular U.S. federal tax consequences of the ownership and disposition of the underlying shares.

Withholding Tax on Non-U.S. Holders. Because significant aspects of the tax treatment of the notes are uncertain, persons having withholding responsibility in respect of the notes may withhold on any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement), generally at a rate of 30%. To the extent that we have (or an affiliate of ours has) withholding responsibility in respect of the notes, we intend to so withhold. In order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the notes, including the possibility of obtaining a refund of any amounts withheld and the certification requirement described above.

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, 2025 that do not have a "delta" of one. Based on the terms of the notes and representations provided by us as of the date of this preliminary pricing supplement, our counsel is of the opinion that the notes should not be treated as transactions that have a "delta" of one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m). However, the final determination regarding the treatment of the notes under Section 871(m) will be made as of the pricing date for the notes, and it is possible that the notes will be subject to withholding tax under Section 871(m) based on the circumstances as of that date.

A determination that the notes 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 notes.

We will not be required to pay any additional amounts with respect to amounts withheld.

You should read the section entitled "United States Federal Tax Considerations" in the accompanying product supplement. The preceding discussion, when read in combination with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing of the notes.

You should also consult your tax adviser regarding all aspects of the U.S. federal income and estate tax consequences of an investment in the notes and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the lead agent for the sale of the notes, will receive an underwriting discount of $1.00 for each note sold in this offering. UBS, as agent for sales of the notes, expects to purchase from CGMI, and CGMI expects to sell to UBS, all of the notes sold in this offering for $999.00 per note. UBS proposes to offer the notes to the public at a price of $1,000.00 per note. UBS will receive an underwriting discount of $1.00 for each note it sells to the public. The underwriting discount will be received by UBS and its financial advisors collectively. If all of the notes are not sold at the initial offering price, CGMI may change the public offering price and other selling terms. For the avoidance of doubt, the underwriting discount will not be rebated if the notes are automatically called prior to maturity.

See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement and "Plan of Distribution" in each of the accompanying prospectus supplement and prospectus for additional information.

Valuation of the Notes

CGMI calculated the estimated value of the notes 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 notes by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the notes, which consists of a fixed-income bond (the "bond component") and one or more derivative instruments underlying the economic terms of the notes (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 notes prior to maturity will fluctuate based on many unpredictable factors" in this pricing supplement, but not including our or Citigroup Inc.'s creditworthiness. These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.

The estimated value of the notes is a function of the terms of the notes and the inputs to CGMI's proprietary pricing models. As of the date of this preliminary pricing supplement, it is uncertain what the estimated value of the notes will be on the trade date because it is uncertain what the values of the inputs to CGMI's proprietary pricing models will be on the trade date.

During a temporary adjustment period immediately following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the notes 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 notes.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 one month, 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 notes and other factors that cannot be predicted. However, CGMI is not obligated to buy the notes from investors at any time. See "Summary Risk Factors-The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity."

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