Form 424B2 CITIGROUP INC

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Citigroup Global Markets Holdings Inc.

September 30, 2021

Medium-Term Senior Notes, Series
N

Pricing Supplement No. 2021-USNCH9222

Filed Pursuant to Rule 424(b)(2)

Registration Statement Nos. 333-255302
and 333-255302-03

Barrier Securities Linked to the Worst Performing of
the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF Due July 6, 2026

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 worst
performing
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. 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
its final underlying value is less than its initial underlying value. You may lose your entire investment in the securities.
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 payments
on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
KEY TERMS
Issuer: Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee: All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Underlyings: Underlying Initial underlying value* Final barrier value**
  EURO STOXX 50® Index 4,048.08 2,428.848
  iShares® MSCI EAFE ETF $78.01 $46.806
 

*For each underlying, its closing
value on the pricing date

**For each underlying, 60.00%
of its initial underlying value

Stated principal amount: $1,000 per security
Pricing date: September 30, 2021
Issue date: October 5, 2021
Valuation date: June 30, 2026, subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
Maturity date: July 6, 2026
Payment at maturity:

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 greater than or equal to its final barrier value:

$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)

If the final underlying value of the worst performing underlying
is less than its final barrier value, you will receive significantly less than the stated principal amount of your securities, and possibly
nothing, at maturity.

Final underlying value: For each underlying, its closing value on the valuation date
Return amount: $1,000 × the underlying return of the worst performing underlying × the upside participation rate
Upside participation rate: 206.00%
Worst performing underlying: The underlying with the lowest underlying return
Underlying return: For each underlying, (i) its final underlying value minus its initial underlying value, divided by (ii) its initial underlying value
Listing: The securities will not be listed on any securities exchange
CUSIP / ISIN: 17329QZA1 / US17329QZA11
Underwriter: Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
Underwriting fee and issue price: Issue price(1) Underwriting fee(2) Proceeds to issuer(3)
Per security: $1,000.00 $9.50 $990.50
Total: $2,650,000.00 $11,978.00 $2,638,022.00

(1) On the date of this pricing supplement,
the estimated value of the securities is $963.10 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 $9.50 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.

Investing in the securities involves risks not associated with an
investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-4.

Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.

You should read this pricing supplement together
with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks
below:

Product Supplement No. EA-02-09 dated May 11, 2021    Underlying Supplement No. 10 dated May 11, 2021
Prospectus Supplement and Prospectus each dated May 11, 2021

The securities are not bank deposits and are
not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of,
or guaranteed by, a bank.

Citigroup Global Markets Holdings Inc.
 

Additional Information

General. 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 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.

Closing Value. The “closing value” of an underlying
on any date is (i) in the case of an underlying that is an underlying index, its closing level on such date and (ii) in the case of an
underlying that is an underlying ETF, the closing price of its underlying shares on such date, as provided in the accompanying product
supplement. The “underlying shares” of an underlying ETF are its shares that are traded on a U.S. national securities exchange.
Please see the accompanying product supplement for more information.

Payout Diagram

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

Investors in the securities will not receive any dividends with respect
to the underlyings. The diagram and examples below do not show any effect of lost dividend yield over the term of the securities.

See “Summary Risk Factors—You will not receive dividends or have any other rights with respect to the underlyings” below.

Payout Diagram
n The Securities n The Worst Performing Underlying

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.

Underlying Hypothetical initial underlying value Hypothetical final barrier value
EURO STOXX 50® Index 100.00 60.00 (60.00% of its hypothetical initial underlying value)
iShares® MSCI EAFE ETF $100.00 $60.00 (60.00% of its hypothetical initial underlying value)

Example 1—Upside Scenario. 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 greater than its initial underlying value.

Underlying Hypothetical final underlying value Hypothetical underlying return
EURO STOXX 50® Index* 105.00 5.00%
iShares® MSCI EAFE ETF $120.00 20.00%

* 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% × 206.00%)

= $1,000 + $103.00

= $1,103.00

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.

Example 2—Par Scenario. 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 less than its initial underlying value but greater than its
final barrier value.

Underlying Hypothetical final underlying value Hypothetical underlying return
EURO STOXX 50® Index 120.00 20.00%
iShares® MSCI EAFE ETF* $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.

Example 3—Downside Scenario. 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 less than its final barrier value.

Underlying Hypothetical final underlying value Hypothetical underlying return
EURO STOXX 50® Index* 30.00 -70.00%
iShares® MSCI EAFE ETF $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.

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.

§ You may lose a significant portion or all of your investment. 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.

§ The securities do not pay interest. 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.

§ The securities are subject to heightened risk because they have multiple underlyings. 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.

§ The securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying performs
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.

§ You will not benefit in any way from the performance of any better performing underlying. 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.

§ You will be subject to risks relating to the relationship between the underlyings. 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.

§ You will not receive dividends or have any other rights with respect to the underlyings. 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 such 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.

§ Your payment at maturity depends on the closing value of the worst performing underlying on a single day. 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.

§ The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on
our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you
under the securities.

§ The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. 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.

Citigroup Global Markets Holdings Inc.
 

§ The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price.
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.

§ The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. 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.

§ The estimated value of the securities would be lower if it were calculated based on our secondary market rate. 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.

§ The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing
to buy the securities from you in the secondary market.
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.

§ The value of the securities prior to maturity will fluctuate based on many unpredictable factors. 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.

§ Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage
account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.
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.

§ The EURO STOXX 50® Index and the iShares® MSCI EAFE ETF are subject to risks associated with non-U.S.
markets.
Investments linked to the value of non-U.S. stocks involve risks associated with the securities markets in those countries,
including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain
countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than about U.S.
companies that are subject to the reporting requirements of the SEC. Further, non-U.S. companies are generally subject to accounting,
auditing and financial reporting standards and requirements and securities trading rules that are different from those applicable to U.S.
reporting companies. The prices of securities in foreign markets may be affected by political, economic, financial and social factors
in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Moreover,
the economies in such countries may differ favorably or unfavorably from the economy of the United States in such respects as growth of
gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.

Citigroup Global Markets Holdings Inc.
 

§ Fluctuations in exchange rates will affect the closing value of the iShares® MSCI EAFE ETF. Because the iShares®
MSCI EAFE ETF includes stocks that trade outside the United States and the closing value of the iShares® MSCI EAFE ETF
is based on the U.S. dollar value of those stocks, the iShares® MSCI EAFE ETF is subject to currency exchange rate risk
with respect to each of the currencies in which such stocks trade. Exchange rate movements may be volatile and may be driven by numerous
factors specific to the relevant countries, including the supply of, and the demand for, the applicable currencies, as well as government
policy and intervention and macroeconomic factors. Exchange rate movements may also be influenced significantly by speculative trading.
In general, if the U.S. dollar strengthens against the currencies in which the stocks included in the iShares® MSCI EAFE
ETF trade, the closing value of the iShares® MSCI EAFE ETF will be adversely affected for that reason alone.

§ The performance of the EURO STOXX 50® Index will not be adjusted for changes in the exchange rate between the euro
and the U.S. dollar.
The closing value of the EURO STOXX 50® Index is calculated in euro, the value of which may be
subject to a high degree of fluctuation relative to the U.S. dollar. However, the performance of the EURO STOXX 50® Index
and the value of your securities will not be adjusted for exchange rate fluctuations. If the euro appreciates relative to the U.S. dollar
over the term of the securities, the performance of the EURO STOXX 50® Index as measured for purposes of the securities
will be less than it would have been if it offered exposure to that appreciation in addition to the change in the prices of the stocks
included in the EURO STOXX 50® Index.

§ Our offering of the securities is not a recommendation of any underlying. 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.

§ The closing value of an underlying may be adversely affected by our or our affiliates’ hedging and other trading activities.
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), 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 and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.
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.

§ The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. 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.

§ In the case of an underlying that is an underlying ETF, even if the underlying pays a dividend that it identifies as special or
extraordinary, no adjustment will be required under the securities for that dividend unless it meets the criteria specified in the accompanying
product supplement.
In general, an adjustment will not be made under the terms of the securities for any cash dividend paid by the
underlying unless the amount of the dividend per share, together with any other dividends paid in the same quarter, exceeds the dividend
paid per share in the most recent quarter by an amount equal to at least 10% of the closing value of that underlying on the date of declaration
of the dividend. Any dividend will reduce the closing value of the underlying by the amount of the dividend per share. If the underlying
pays any dividend for which an adjustment is not made under the terms of the securities, holders of the securities will be adversely affected.
See “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying
ETF—Dilution and Reorganization Adjustments—Certain Extraordinary Cash Dividends” in the accompanying product supplement.

§ In the case of an underlying that is an underlying ETF, the securities will not be adjusted for all events that may have a dilutive
effect on or otherwise adversely affect the closing value of the underlying.
For example, we will not make any adjustment for ordinary
dividends or extraordinary dividends that do not meet the criteria described above, partial tender offers or additional underlying share
issuances. Moreover, the adjustments we do make may not fully offset the dilutive or adverse effect of the particular event. Investors
in the securities may be adversely affected by such an event in a circumstance in which a direct holder of the underlying shares of the
underlying would not.

§ In the case of an underlying that is an underlying ETF, the securities may become linked to an underlying other than the original
underlying upon the occurrence of a reorganization event or upon the delisting of the underlying shares of that original underlying.

For example, if the underlying enters into a merger agreement that provides for holders of its underlying shares to receive shares of
another entity and such shares are marketable securities, the closing value of that underlying following consummation of the merger will
be based on the value of such other shares. Additionally, if the underlying shares of the underlying are delisted, the calculation agent
may select a successor underlying. See “Description of the Securities—Certain Additional Terms for Securities Linked to an
Underlying Company or an Underlying ETF” in the accompanying product supplement.

Citigroup Global Markets Holdings Inc.
 

§ In the case of the underlying that is an underlying ETF, the value and performance of the underlying shares of the underlying may
not completely track the performance of the underlying index that the underlying seeks to track or the net asset value per share of the
underlying.
In the case of the underlying that is an underlying ETF, the underlying does not fully replicate the underlying index
that it seeks to track and may hold securities different from those included in its underlying index. In addition, the performance of
the underlying will reflect additional transaction costs and fees that are not included in the calculation of its underlying index. All
of these factors may lead to a lack of correlation between the performance of the underlying and its underlying index. In addition, corporate
actions with respect to the equity securities held by the underlying (such as mergers and spin-offs) may impact the variance between the
performance of the underlying and its underlying index. Finally, because the underlying shares are traded on an exchange and are subject
to market supply and investor demand, the closing value of the underlying may differ from the net asset value per share of the underlying.

During periods of market volatility, securities included in
the underlying’s underlying index may be unavailable in the secondary market, market participants may be unable to calculate accurately
the net asset value per share of the underlying and the liquidity of the underlying may be adversely affected. This kind of market volatility
may also disrupt the ability of market participants to create and redeem shares of the underlying. Further, market volatility may adversely
affect, sometimes materially, the price at which market participants are willing to buy and sell the underlying shares. As a result, under
these circumstances, the closing value of the underlying may vary substantially from the net asset value per share of the underlying.
For all of the foregoing reasons, the performance of the underlying may not correlate with the performance of its underlying index and/or
its net asset value per share, which could materially and adversely affect the value of the securities and/or reduce your return on the
securities.

§ Changes that affect the underlyings may affect the value of your securities. 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.

§ The U.S. federal tax consequences of an investment in the securities are unclear. 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.
Even if the treatment of the securities as prepaid forward contracts is respected, a security may be treated as a “constructive
ownership transaction,” with potentially adverse consequences described below under “United States Federal Tax Considerations.”
Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities,
possibly retroactively.

If you are a non-U.S. investor, you should review the discussion
of withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.

You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement
and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your tax adviser regarding
the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state,
local or non-U.S. taxing jurisdiction.

Citigroup Global Markets Holdings Inc.
 

Information About the EURO STOXX 50®
Index

The EURO STOXX 50® Index is composed of 50 component
stocks of market sector leaders from within the 19 EURO STOXX® Supersector indices, which represent the Eurozone portion
of the STOXX Europe 600® Supersector indices. The STOXX Europe 600® Supersector indices contain the 600
largest stocks traded on the major exchanges of 18 European countries. The EURO STOXX 50® Index is calculated and maintained
by STOXX Limited.

Please refer to the section “Equity Index Descriptions—
The STOXX Benchmark Indices” in the accompanying underlying supplement for additional information.

We have derived all information regarding the EURO STOXX 50®
Index from publicly available information and have not independently verified any information regarding the EURO STOXX 50®
Index. This pricing supplement relates only to the securities and not to the EURO STOXX 50® Index. We make no representation
as to the performance of the EURO STOXX 50® 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 EURO STOXX 50® 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 EURO STOXX 50® Index on September
30, 2021 was 4,048.08.

The graph below shows the closing value of the EURO STOXX 50®
Index for each day such value was available from January 3, 2011 to September 30, 2021. 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.

EURO STOXX 50® Index – Historical Closing Values
January 3, 2011 to September 30, 2021

Citigroup Global Markets Holdings Inc.
 

Information About the iShares® MSCI EAFE
ETF

The iShares® MSCI EAFE ETF is an exchange-traded fund
that seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly
traded securities in certain developed markets, excluding the United States and Canada, as measured by the MSCI EAFE® Index.
However, for purposes of the securities, the performance of the iShares® MSCI EAFE ETF will reflect only its price performance,
as any dividends paid on the shares of the iShares® MSCI EAFE ETF will not be factored into a determination of the closing
price of the iShares® MSCI EAFE ETF. The MSCI EAFE® Index was developed by MSCI Inc. as an equity benchmark
for international stock performance, and is designed to measure equity market performance in certain developed markets, excluding the
United States and Canada. The iShares® MSCI EAFE ETF is an investment portfolio managed by iShares® Trust.
BlackRock Fund Advisors is the investment adviser to the iShares® MSCI EAFE ETF. iShares® Trust is a registered
investment company that consists of numerous separate investment portfolios, including the iShares® MSCI EAFE ETF.

Information provided to or filed with the SEC by iShares®
Trust pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, can be located by reference
to SEC file numbers 333-92935 and 811-09729, respectively, through the SEC’s website at http://www.sec.gov. In addition, information
may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
The underlying shares of the iShares® MSCI EAFE ETF trade on the NYSE Arca under the ticker symbol “EFA.”

Please refer to the section “Fund Descriptions— The iShares®
ETFs” in the accompanying underlying supplement for additional information.

We have derived all information regarding the iShares®
MSCI EAFE ETF from publicly available information and have not independently verified any information regarding the iShares®
MSCI EAFE ETF. This pricing supplement relates only to the securities and not to the iShares® MSCI EAFE ETF. We make no
representation as to the performance of the iShares® MSCI EAFE ETF 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 iShares® MSCI EAFE ETF 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 iShares® MSCI EAFE ETF on September
30, 2021 was $78.01.

The graph below shows the closing value of the iShares®
MSCI EAFE ETF for each day such value was available from January 3, 2011 to September 30, 2021. 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.

iShares® MSCI EAFE ETF – Historical Closing Values
January 3, 2011 to September 30, 2021

Citigroup Global Markets Holdings Inc.
 

United States Federal Tax Considerations

You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and
“Summary Risk Factors” in this pricing supplement.

In the opinion of our counsel, Davis Polk & Wardwell LLP, which
is based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal income tax purposes.
By purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to this treatment.
There is uncertainty regarding this treatment, and the IRS or a court might not agree with it.

Assuming this treatment of the securities is respected and subject to
the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal
income tax consequences should result under current law:

· You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or exchange.

· Upon a sale or exchange of a security (including retirement at maturity), you should recognize gain or loss equal to the difference
between the amount realized and your tax basis in the security. Subject to the discussion below concerning the potential application of
the “constructive ownership” rules under Section 1260 of the Code, any gain or loss recognized upon a sale, exchange or retirement
of a security should be long-term capital gain or loss if you held the security for more than one year.

Even if the treatment of the securities as prepaid
forward contracts is respected, your purchase of a security may be treated as entry into a “constructive ownership transaction,”
within the meaning of Section 1260 of the Code. In that case, all or a portion of any long-term capital gain you would otherwise recognize
in respect of your securities would be recharacterized as ordinary income to the extent such gain exceeded the “net underlying long-term
capital gain.” Any long-term capital gain recharacterized as ordinary income under Section 1260 would be treated as accruing at
a constant rate over the period you held your securities, and you would be subject to an interest charge in respect of the deemed tax
liability on the income treated as accruing in prior tax years. Due to the lack of governing authority under Section 1260, our counsel
is not able to opine as to whether or how Section 1260 applies to the securities. You should read the section entitled “United States
Federal Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Prepaid Forward Contracts—Possible
Application of Section 1260 of the Code” in the accompanying product supplement for additional information and consult your tax
adviser regarding the potential application of the “constructive ownership” rule.

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

Non-U.S. Holders. Subject to the discussions below and in “United
States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying
product supplement) of the securities, you generally should not be subject to U.S. federal withholding or income tax in respect of any
amount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively connected
with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.

As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S.
Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”) or indices that
include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic performance
of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However, the regulations,
as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2023 that do not have a “delta” of one.
Based on the terms of the securities and representations provided by us, our counsel is of the opinion that the securities should not
be treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any U.S. Underlying
Equity and, therefore, should not be subject to withholding tax under Section 871(m).

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

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

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 securities.

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 securities and any tax consequences arising under the laws
of any state, local or non-U.S. taxing jurisdiction.

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of up to $9.50 for each security
sold in this offering. The actual underwriting fee will be equal to the selling concession provided

Citigroup Global Markets Holdings Inc.
 

to selected dealers, as described in this paragraph. From this underwriting
fee, CGMI will pay selected dealers not affiliated with CGMI a variable selling concession of up to $9.50 for each security they sell.

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 Securities

CGMI calculated the estimated value of the securities set forth on the
cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated
value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on
the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying
the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond component
using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary
derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on various
inputs, including the factors described under “Summary Risk Factors—The value of the securities prior to maturity will fluctuate
based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness.
These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.

For a period of approximately three months following issuance of the
securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated
for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one
or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined.
This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the
term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month
temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See “Summary Risk
Factors—The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”

Validity of the Securities

In the opinion of Davis Polk & Wardwell LLP, as special products
counsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing supplement have been executed and issued
by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment therefor,
such securities and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings
Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses
no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York, except that
such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the securities.

In giving this opinion, Davis Polk & Wardwell LLP has assumed the
legal conclusions expressed in the opinions set forth below of Alexia Breuvart, Secretary and General Counsel of Citigroup Global Markets
Holdings Inc., and Barbara Politi, Associate General Counsel—Capital Markets of Citigroup Inc. In addition, this opinion is subject
to the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated May 11, 2021, which has been filed as an exhibit to
a Current Report on Form 8-K filed by Citigroup Inc. on May 11, 2021, that the indenture has been duly authorized, executed and delivered
by, and is a valid, binding and enforceable agreement of, the trustee and that none of the terms of the securities nor the issuance and
delivery of the securities and the related guarantee, nor the compliance by Citigroup Global Markets Holdings Inc. and Citigroup Inc.
with the terms of the securities and the related guarantee respectively, will result in a violation of any provision of any instrument
or agreement then binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or any restriction imposed by
any court or governmental body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable.

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

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

In the opinion of Barbara Politi, Associate General Counsel—Capital
Markets of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof) of Citigroup Inc. has duly authorized the
guarantee of such securities by Citigroup Inc. and such authorization has not been modified or rescinded; (ii) Citigroup Inc. is validly
existing and in good standing under the laws of the State of Delaware; (iii) the indenture has

Citigroup Global Markets Holdings Inc.
 

been duly authorized, executed and delivered by Citigroup Inc.; and
(iv) the execution and delivery of such indenture, and the performance by Citigroup Inc. of its obligations thereunder, are within its
corporate powers and do not contravene its certificate of incorporation or bylaws or other constitutive documents. This opinion is given
as of the date of this pricing supplement and is limited to the General Corporation Law of the State of Delaware.

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

Contact

Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.

© 2021 Citigroup Global Markets Inc. All rights reserved. Citi
and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the
world.


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