Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 03 2021 - 06:04AM
Edgar (US Regulatory)

$700 $800 $900 $1,000 $1,100 $1,200 $1,300 -30% -20% -10% 0% 10%
20% 30% Payment at Maturity Index Return The Underlying Index The
Notes 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. Index:
Fidelity Multifactor Yield Index 5% ER (ticker: FIDMFYDN ) Pricing
date: March 31, 2021 Valuation date: March 31, 2027 Maturity date:
April 5, 2027 CUSIP / ISIN: 17328YVB7 / US17328YVB72 Initial index
level: The closing level of the index on the pricing date Final
index level : The closing level of the index on the valuation date
Index return: (Final index level - initial index level) / initial
index level Upside participation rate: At least 100%. The actual
upside participation rate will be determined on the pricing date.
Payment at Maturity: For each note you hold at maturity, the $1,000
stated principal amount plus the note return amount, which will be
either zero or positive Note return amount: • If the final index
level is greater than the initial index level: $1,000 × the index
return × the upside participation rate • If the final index level
is less than or equal to the initial index level: $0 All payments
on the notes are subject to the credit risk of Citigroup Global
Markets Holdings Inc. and Citigroup Inc. Stated principal amount:
$1,000 per note Pricing Supplement: Preliminary Pricing Supplement
dated March 2, 2021 Citigroup Global Markets Holdings Inc.
Guaranteed by Citigroup Inc. 6 Year Market - Linked Notes Linked to
FIDMFYDN Hypothetical Payment at Maturity B A Hypothetical Index
Return Hypothetical Note Return Hypothetical Payment at Maturity B
25.00 % 25.00 % $1,250.00 20.00 % 20.00 % $ 1,200.00 15.00 % 15.00
% $ 1,150.00 10.00% 10.00% $1,100.00 5.00% 5.00% $1,050.00 A 0.00%
0.00% $1,000.00 - 10.00% 0.00% $1,000.00 - 20.00% 0.00% $1,000.00 -
30.00 % 0.00% $1,000.00 - 40.00% 0.00% $1,000.00 - 50.00% 0.00%
$1,000.00 - 100.00% 0.00% $1,000.00

Selected Risks • You may not receive any return on your investment
in the notes. You will receive a positive return on your investment
in the notes only if the index appreciates from the initial index
level to the final index level. If the final index level of the
index is less than the initial index level, you will receive only
the stated principal amount for each note you hold at maturity. •
The notes do not pay interest. • Your payment at maturity depends
on the closing level of the index on a single day. • The notes 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 notes and Citigroup Inc.
defaults on its guarantee obligations, you may not receive anything
owed to you under the notes. • The notes will not be listed on any
securities exchange and you may not be able to sell them prior to
maturity. • Sale of the notes prior to maturity may result in a
loss of principal. • The estimated val ue of the notes on the
pricing date will be less than the issue price. For more
information about the estimated value of the notes, see the
accompanying preliminary pricing supplement. • The value of the
notes prior to maturity will fluctuate based on many unpredictable
factors. • The issuer and its affiliates may have conflicts of
interest with you. • The Index may not be successful and may
underperform alternative investment strategies. • The Index is
likely to significantly underperform equities in rising equity
markets because it is likely to be composed primarily of the
Treasury Index and hypothetical uninvested cash. • The Equity Index
has a different make - up than the broader equity market and may
therefore underperform the broader equity market. • The Factor
Indices will not necessarily be composed of the top - scoring
stocks in terms of their respective investment factors. • The
Factor Indices may offset each other in the Equity Index. • The
Index is likely to have significant exposure at all times to the
Treasury Index, which has limited return potential and significant
downside potential, particularly in times of rising interest rates.
• The Index may have significant exposure to hypothetical
uninvested cash, on which no interest or other return will accrue.
• The excess return deduction and index fee will be a significant
drag on Index performance. • The Index may fail to maintain its
volatility target and may experience large declines as a result. •
The Index may perform poorly in temporary equity market crashes. •
The Index will be calculated pursuant to a set of fixed rules and
will not be actively managed. If the Index performs poorly, the
Index Sponsor will not change the rules in an attempt to improve
performance. • The Index has limited actual performance
information. The above summary of selected risks does not describe
all of the risks associated with an investment in the notes. You
should read the preliminary pricing supplement and index supplement
for a more complete description of risks relating to the notes.
Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup Inc.
Key Features of the Index • Created by Fidelity Product Services
LLC and launched on December 11, 2019. • Tracks the performance of
a hypothetical investment portfolio (less an index fee of 0.50% per
annum) , where the allocations within that portfolio are adjusted
as often as daily among the following three hypothetical investment
allocations: • Equity Allocation: Fidelity U.S. Equity Income
Factor Index TR (“ Equity Index ”) less a daily excess return
deduction equal to the federal funds effective rate. The Equity
Index is composed of the following six Fidelity “Factor Indices”: •
Fixed Income Allocation: Hypothetical allocation between 10Y US
Treasury Futures Market Tracker Index (“ Treasury Index ”) and
uninvested cash. Treasury Index tracks the performance of a
hypothetical investment, rolled quarterly, in a near - maturity
U.S. Treasury note futures contract referencing U.S. Treasury notes
with a remaining term to maturity of between 6.5 years and 10
years. Fixed Income Allocation may allocate as much as 100% of its
exposure to the Treasury Index, or as little as 50%, and the rest
to hypothetical uninvested cash. Allocation between Treasury Index
and hypothetical uninvested cash is based on a measure of the trend
in the level of the Treasury Index over the previous four months. •
Uninvested Allocation: The Index may allocate a portion of its
exposure to hypothetical uninvested cash in attempt to maintain
target volatility of 5%. • Equity Allocation and Fixed Income
Allocation together make up the “ Base Allocation ”. Base
Allocation and Uninvested Allocation at any time together make up
the hypothetical investment portfolio tracked by the Index at that
time (“Selected Portfolio ”) . Index allocates exposure between
Base Allocation and Uninvested Allocation in attempt to maintain
target volatility of 5%. Selected Portfolio may have up to 150%
exposure to Base Allocation. • Within Base Allocation, Index
allocates weight between Equity Allocation and Fixed Income
Allocation in inverse proportion to their respective realized
volatilities. In other words, the Index will allocate greater
weight to the allocation with lower realized volatility, and vice
versa. Fixed Income Allocation is likely to make up significantly
more of Base Allocation than Equity Allocation. • Performance of
the Treasury Index is expected to be reduced by an implicit
financing cost. In addition, a rate equal to the federal funds
effective rate will be deducted from the daily performance of the
Equity Index. • Index fee of 0.50% per annum is deducted daily from
Index performance. Factor Index Weight Within Equity Index Fidelity
High Dividend Index 45% Fidelity U.S. Momentum Factor Index 15%
Fidelity U.S. Value Factor Index 10% Fidelity U.S. Quality Factor
Index 10% Fidelity U.S. Low Volatility Factor Index 10% Fidelity
Small - Mid Multifactor Index 10%

Additional Information Citigroup Global Markets Holdings Inc. and
Citigroup Inc. have filed registration statements (including the
accompanying preliminary pricing supplement, index 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, index 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 notes. 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.