Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
February 26 2021 - 06:13AM
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: Dow
Jones Industrial Average TM (ticker: “INDU”), Nasdaq - 100 Index ®
(ticker: “NDX”) and Russell 2000 ® Index (ticker: “RTY”) Pricing
date: March 26, 2021 Valuation dates: Monthly Maturity date: March
31, 2025 Contingent coupon: Between 6.00% and 7.00 % 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, f or
each underlying Final barrier: 60% of its initial underlying value,
for each underlying R edemption: We may call the securities, in
whole and not in part, for mandatory redemption on any potential
redemption date upon not less than three business days’ notice.
Following an exercise of our call right, you will receive for each
security you then hold an amount in cash equal to $1,000 plus the
related contingent coupon payment, if any. Potential redemption
dates: Quarterly on valuation dates beginning after six months
CUSIP / ISIN: 17328YUF9 / US17328YUF95 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 called): • If the final underlying value of the
worst performer is greater than or equal to its final barrier :
$1,000 • If the final underlying value of the worst performer is
less than its final barrier: $1,000 + [$1,000 × underlying return
of worst performer] If the securities are not redeemed prior to
maturity and the final underlying value of the worst performer is
less than its final barrier, 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 24, 2021
* The actual contingent coupon rate will be determined on the
pricing date. ** The hypotheticals assume that contingent coupon
will be set at the lowest value indicated in this offering summary.
*** Assumes the securities have not been previously redeemed on any
interim valuation date. Citigroup Global Markets Holdings Inc.
Guaranteed by Citigroup Inc. 4 Year Callable Contingent Coupon
Securities Linked to the Worst of INDU, NDX and RTY Hypothetical
Interim Payment per Security** Hypothetical Worst Underlying Return
on Final Valuation Date Hypothetical Payment 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 - 40.00% $1,000.00 - 40.10 % $599.00 -
50.00% $500.00 - 100.00% $0.00 Assumes the securities have not been
redeemed prior to maturity and does not include the final
contingent coupon payment, if any Hypothetical Worst Underlying
Return on Interim Valuation Date Hypothetical Payment for Interim
Valuation Date*** 100.00% $5.00 75.00 % $5.00 50.00% $5.00 25.00%
$5.00 0.00% $5.00 - 10.00% $5.00 - 40.00% $5.00 - 40.10 % $0.00 -
50.00% $0.00 - 100.00% $0.00 Hypothetical Payment at Maturity per
Security

Selected Risk Considerations • You may lose a significant portion
or all of your investment. If we do not redeem the securities prior
to maturity, your payment at maturity will depend on the final
underlying value of the worst performer on the final valuation
date. If the final underlying value of the worst performer on the
final valuation date is less than its final barrier, you will lose
1% of the stated principal amount of the securities for every 1% by
which the worst performer has declined from its initial underlying
value. • 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. • We may redeem the securities at
our option, which will limit your ability to receive contingent
coupon payments. • 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 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.