Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
February 26 2021 - 06:10AM
Edgar (US Regulatory)

$0
$200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 $2,000 -100%
-75% -50% -25% 0% 25% 50% 75% 100% Payment at Maturity Underlying
Return The Underlying The Securities 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: iShares ® MSCI Emerging
Markets ETF (ticker “EEM”) and Russell 2000 ® Index (ticker: “RTY”)
Pricing date: March 5, 2021 Valuation date: March 6, 2023 Maturity
date: March 9, 2023 Return amount: $1,000 × the underlying return
of the worst performer × the upside participation rate Upside
participation rate: 300% Maximum return: 41.40% Worst performer:
The underlying with the lowest underlying return Final barrier
value: For each underlying, 75% of its initial underlying value
CUSIP / ISIN: 17328YS54 / US17328YS545 Initial underlying value:
For each underlying, t he closing value of the underlying on the
pricing date Final underlying value: For each underlying, the
underlying on the valuation date Underlying return: For each
underlying, ( Final underlying value - initial underlying value) /
initial underlying value Payment at Maturity: • If the final
underlying value of the worst performer is greater than its initial
underlying value: $1,000 + the return amount, subject to the
maximum return at maturity • If the final underlying value of the
worst performer 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 performer is less than
its final barrier value: $1,000 + ($1,000 × the underlying return
of the worst performer) If the final underlying value of the worst
performer 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. All payments on the
securities are subject to the credit risk of Citigroup Global
Markets Holdings Inc. and Citigroup Inc. Stated principal amount:
$1,000 per security Pricing Supplement: Preliminary Pricing
Supplement dated February 25, 2021 Citigroup Global Markets
Holdings Inc. Guaranteed by Citigroup Inc. 2 Year Barrier
Securities Linked to the Worst of EEM and RTY Hypothetical Payment
at Maturity ** Hypothetical Worst Underlying Return Hypothetical
Security Return Hypothetical Payment at Maturity D 100.00% 41.40% $
1,414.00 75.00 % 41.40% $ 1,414.00 45.00 % 41.40% $ 1,414.00 C
40.00% 41.40% $ 1,414.00 13.80% 41.40% $ 1,414.00 5.00% 15.00% $
1,150.00 B 0.00% 0.00% $1,000.00 - 5.00% 0.00% $1,000.00 - 25.00%
0.00% $1,000.00 A - 25.01% - 25.01% $749.90 - 75.00 % - 75.00 %
$250.00 - 100.00% - 100.00 % $0.00 B C D A

Selected Risk Considerations • You may lose a significant portion
of your investment. If the final underlying value of the worst
performer 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 performer 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. • Your potential return on the securities is
limited to the maximum return at maturity. • The securities do not
pay interest. • The securities are subject to heightened risk
because they have multiple underlyings . • The securities are
subject to the risks of each of the underlyings and will be
negatively affected if any one underlying performs poorly. • 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 . • You will not receive
dividends or have any other rights with respect to the underlyings
. • Your payment at maturity depends on the closing value of the
worst performer on a single day. • The securities 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 iShares ® MSCI Emerging Markets ETF is subject to risks
associated with emerging markets. • Fluctuations in exchange rates
will affect the closing value of the iShares ® MSCI Emerging
Markets ETF. • The Russell 2000 ® Index is subject to risks
associated with small capitalization stocks. • 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.