Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
February 23 2021 - 06:02AM
Edgar (US Regulatory)

Preliminary Terms This summary of terms is not complete and should
be read with the pricing supplement below Issuer: Citigroup Global
Markets Holdings Inc. Guarantor: Citigroup Inc. Underlying: Mosaic
Company (ticker: “MOS”) Pricing date: February 26 , 2021 Valuation
dates: Monthly Maturity date: June 1, 2022 Contingent coupon: 13.20
% per annum, paid monthly only if the closing value of the
underlying is greater than or equal to its coupon barrier on the
related valuation date. You are not assured of receiving any
contingent coupon. Coupon barrier: 55% of the initial underlying
value Final barrier: 55% of the initial underlying value Equity
ratio: The stated principal amount divided by the initial
underlying value Automatic early redemption: If on any autocall
date the closing value of the underlying is greater than or equal
to its initial underlying value, the securities will be
automatically called for an amount equal to the principal plus the
related contingent coupon Autocall dates: Quarterly on valuation
dates beginning after six months CUSIP / ISIN: 17328NDT2 /
US17328NDT28 Initial underlying value: For each underlying, its
closing value on the pricing date Final underlying value: For each
underlying, its closing value on the final valuation date
Underlying return: (Current closing value - initial underlying
value) / initial underlying value Payment at maturity (if not
autocalled): • If the final underlying value is greater than or
equal to its final barrier : $1,000 • If the final underlying value
is less than the final barrier: a fixed number of underlying shares
of the underlying equal to the equity ratio (or, if we elect, the
cash value of those shares based on the final underlying value) If
the securities are not redeemed prior to maturity and the final
underlying value is less than the final barrier value, you will
receive underlying shares (or, in our sole discretion, cash) that
will be worth significantly less than the stated principal amount
of your securities, and possibly nothing, at maturity, and you will
not receive any contingent coupon payment at maturity. Stated
principal amount: $1,000 per security Pricing Supplement:
Preliminary Pricing Supplement dated February 19, 2021 * A ssumes
the securities have not been previously redeemed on any interim
valuation date. Citigroup Global Markets Holdings Inc. Guaranteed
by Citigroup Inc. 1.25 Year Autocallable Contingent Coupon
Securities linked to MOS Hypothetical Interim Payment per Security
Hypothetical Underlying Return on Final Valuation Date Hypothetical
Payment at Maturity or Cash Value of Underlying Shares Received at
Maturity 100.00% $1,000.00 75.00% $1,000.00 50.00% $1,000.00 25.00%
$1,000.00 0.00% $1,000.00 - 25.00 % $1,000.00 - 45.00% $1,000.00 -
45.10 % $549.00 - 75.00 % $250.00 - 100.00% $0.00 Assumes the
securities have not been automatically redeemed prior to maturity
and does not include the final contingent coupon payment, if any
Hypothetical Underlying Return on Interim Valuation Date
Hypothetical Payment for Interim Valuation Date Hypothetical
Redemption* 100.00% $1,011.00 Redeemed 50.00% $1,011.00 Redeemed
25.00% $1,011.00 Redeemed 0.00% $1,011.00 Redeemed - 10.00% $11.00
Securities not redeemed - 25.00% $11.00 Securities not redeemed -
45.00% $11.00 Securities not redeemed - 45.10 % $0.00 Securities
not redeemed - 75.00 % $0.00 Securities not redeemed - 100.00%
$0.00 Securities not redeemed Hypothetical Payment at Maturity per
Security

Selected Risk Considerations • You may lose a significant portion
or all of your investment. Unlike conventional debt securities, the
securities do not provide for the repayment of the stated principal
amount at maturity in all circumstances. If the securities are not
automatically redeemed prior to maturity and the final underlying
value is less than the final barrier value, you will not receive
the stated principal amount of your securities at maturity and,
instead, will receive underlying shares of the underlying (or, in
our sole discretion, cash based on the value thereof) that will be
worth significantly less than the stated principal amount and
possibly nothing. There is no minimum payment at maturity on the
securities, and you may lose up to all of your investment. • You
will not receive any contingent coupon following any valuation date
on which the closing value of the underlying on that valuation date
is less than its coupon barrier. • The securities may be
automatically redeemed prior to maturity, limiting your opportunity
to receive contingent coupons if the underlying performs in a way
that would otherwise be favorable. • The securities offer downside
exposure, but no upside exposure, to the underlying. • The
securities are particularly sensitive to the volatility of the
closing value of the underlying on or near the valuation dates. •
The securities are unsecured debt securities and are subject to the
credit risk of Citigroup Global Markets Holdings Inc. and Citigroup
Inc. If Citigroup Global Markets Holdings Inc. defaults on its
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 estimated value of the securities on the pricing
date will be less than the issue price. For more information about
the estimated value of the securities, see the accompanying
preliminary pricing supplement. • The value of the securities prior
to maturity will fluctuate based on many unpredictable factors. •
The issuer and its affiliates may have conflicts of interest with
you. • The U.S. federal tax consequences of an investment in the
securities are unclear. The above summary of selected risks does
not describe all of the risks associated with an investment in the
securities. You should read the accompanying preliminary pricing
supplement and product supplement for a more complete description
of risks relating to the securities. Additional Information
Citigroup Global Markets Holdings Inc. and Citigroup Inc. have
filed registration statements (including the accompanying
preliminary pricing supplement, product supplement, underlying
supplement, prospectus supplement and prospectus) with the
Securities and Exchange Commission (“SEC”) for the offering to
which this communication relates. Before you invest, you should
read the accompanying preliminary pricing supplement, product
supplement, underlying supplement, prospectus supplement and
prospectus in those registration statements (File Nos. 333 - 224495
and 333 - 224495 - 03) and the other documents Citigroup Global
Markets Holdings Inc. and Citigroup Inc. have filed with the SEC
for more complete information about Citigroup Global Markets
Holdings Inc., Citigroup Inc. and this offering. You may obtain
these documents without cost by visiting EDGAR on the SEC website
at www.sec.gov. Alternatively, you can request these documents by
calling toll - free 1 - 800 - 831 - 9146. Filed pursuant to Rule
433 This offering summary does not contain all of the material
information an investor should consider before investing in the
securities. This offering summary is not for distribution in
isolation and must be read together with the accompanying
preliminary pricing supplement and the other documents referred to
therein, which can be accessed via the link on the first page.
Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup
Inc.