Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
February 26 2021 - 06:10AM
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. Underlyings:
Invesco QQQ Trust SM , Series 1 (ticker: “QQQ”) and the SPDR ®
S&P 500 ® ETF Trust (ticker: “SPY”) Pricing date: March 9, 2021
Valuation dates: Monthly Maturity date: June 14 , 2022 Contingent
coupon: 6.30% per annum, paid monthly only if the closing value of
the worst performer 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: 60% of its initial underlying
value, for each underlying Knock - in value : 60% of its initial
underlying value, f or each underlying Knock - in event: The
closing value of any underlying is less than its knock - in value
on any day from the pricing date through the final valuation date
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 worst performer 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: Monthly on valuation
dates, beginning after six months CUSIP / ISIN: 17328NFR4 /
US17328NFR44 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: For each underlying on any valuation date,
(current closing value - initial underlying value) / initial
underlying value Worst performer: On any valuation date, the
underlying with the lowest underlying return Payment at maturity
(if not autocalled): • If the final underlying value of the worst
performer is greater than or equal to its initial underlying value:
$1,000 • If the final underlying value of the worst performer is
less than its initial underlying value and a knock - in event has
not occurred : $1,000 • If the final underlying value of the worst
performer is less than its initial underlying value and a knock -
in event has occurred: a fixed number of underlying shares of the
worst performing underlying on the final valuation date equal to
its equity ratio (or, if we elect, the cash value of those shares
based on its final underlying value) If the securities are not
automatically redeemed prior to maturity, the final underlying
value of the worst performing underlying on the final valuation
date is less than its initial underlying value and a knock - in
event has occurred, you will receive underlying shares (or, in our
sole discretion, cash) that will be worth less than the stated
principal amount of your securities, and possibly nothing, at
maturity. Stated principal amount: $1,000 per security Pricing
Supplement: Preliminary Pricing Supplement dated February 24, 2021
* A ssumes the interim valuation date is also an autocall date.
Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup Inc.
1.25 Year Autocallable Contingent Coupon Securities Linked to the
Worst of QQQ and SPY Hypothetical Interim Payment per Security
Hypothetical Worst Underlying Return on Final Valuation Date
Hypothetical Payment at Maturity if Knock - in Event Has Not
Occurred Hypothetical Payment at Maturity or Cash Value of
Underlying Shares at Maturity if Knock - in Event Has Occurred
100.00% $1,000.00 $1,000.00 75.00% $1,000.00 $1,000.00 50.00%
$1,000.00 $1,000.00 25.00% $1,000.00 $1,000.00 0.00% $1,000.00
$1,000.00 - 15.00% $1,000.00 $850.00 - 40.00% $1,000.00 $600.00 -
40.10 % N/A $599.00 - 50.00% N/A $500.00 - 100.00% N/A $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 Worst Underlying Return on Interim
Valuation Dates Hypothetical Payment for Interim Valuation Date
Hypothetical Redemption* 100.00% $1,005.25 Redeemed 50.00%
$1,005.25 Redeemed 25.00% $1,005.25 Redeemed 0.00% $1,005.25
Redeemed - 10.00% $5.25 Securities not redeemed - 25.00% $5.25
Securities not redeemed - 40.00% $5.25 Securities not redeemed -
40.10 % $0.00 Securities not redeemed - 50.00% $0.00 Securities not
redeemed - 100.00% $0.00 Securities not redeemed Hypothetical
Payment at Maturity per Security

Selected Risk Considerations • You may lose some 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, the final underlying
value of the worst performing underlying on the final valuation
date is less than its initial underlying value and a knock - in
event has occurred, meaning the closing value of at least one of
the underlyings was less than its knock - in value on at least one
scheduled trading day during the period from but excluding the
pricing date to and including the final valuation date, you will be
fully exposed to any depreciation of the worst performing
underlying on the final valuation date. If the final underlying
value of the worst performing underlying on the final valuation
date is less than its initial underlying value and a knock - in
event has occurred, you will not receive the stated principal
amount of your securities at maturity and, instead, will receive
underlying shares of the worst performing underlying on the final
valuation date (or, in our sole discretion, cash based on its final
underlying value) 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
worst performer on that valuation date is less than its coupon
barrier. • The return on the securities depends solely on the
performance of the worst performer. As a result, t he securities
are subject to the risks of each of the underlyings and will be
negatively affected if any one performs poorly. • You will be
subject to risks relating to the relationship among the
underlyings. 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. •
The securities may be automatically redeemed prior to maturity,
limiting your opportunity to receive contingent coupons if the
worst performer performs in a way that would otherwise be
favorable. • The securities offer downside exposure, but no upside
exposure, to the underlyings. • The securities are particularly
sensitive to the volatility of the closing values of the
underlyings 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.