FWP

FILED PURSUANT TO RULE 433

File No. 333-224495

LOGO

CITIGROUP INC.

$500,000,000

4-YEAR NON-CALL 3-YEAR GLOBAL FLOATING RATE SENIOR NOTES

Terms and Conditions



Issuer:		Citigroup Inc.

Ratings*:		A3 / BBB+ / A (Stable Outlook / Stable Outlook / Negative Outlook) (Moody’s / S&P / Fitch)

Ranking:		Senior

Trade Date:		April 27, 2021

Settlement Date:		May 4, 2021 (T+5 days)

Maturity:		May 1, 2025

Par Amount:		$500,000,000

Base Rate:		SOFR (as defined in the Issuer’s base prospectus dated November 9, 2020 (the “Prospectus”)

Re-offer Spread:		+66.9 bps

Coupon and Interest Payment Dates:		An annual floating rate equal to SOFR (as defined in the Prospectus and compounding daily over each interest period as described in the Prospectus) plus 0.669%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on August 3, 2021. An “interest period end date” means the 1st of each February, May, August and November, beginning August 1, 2021 and ending at Maturity or any earlier redemption date. Modified following business day convention applicable to each interest period end date. Business days New York and U.S. Government Securities Business (as defined in the Prospectus).

Public Offering Price:		100.000%

Net Proceeds to Citigroup:		$498,750,000 (before expenses)

Day Count:		Actual / 360

Defeasance:		Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply

Redemption at Issuer Option:		We may redeem the notes, at our option, in whole, but not in part, on May 1, 2024 at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. We may redeem the notes, at our option, in whole, but not in part, on or after April 1, 2025 at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption. In each case, SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date.

Rate Cut-Off Date:		The second U.S. Government Securities Business Day prior to a redemption date and Maturity.

Redemption for Tax Purposes:		We may redeem the notes, at our option, in whole at any time, but not in part at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest thereon to, but excluding, the date of redemption, if, as a result of changes in U.S. tax law, withholding tax or information reporting requirements are imposed on payments on the notes to non-U.S. persons. SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date.

Sinking Fund:		Not applicable

Minimum Denominations/Multiples:		$1,000 / multiples of $1,000 in excess thereof

CUSIP:		172967 MW8
ISIN:		US172967MW89


Sole Book Manager (84.50%):		Citigroup Global Markets Inc.
Senior Co-Managers (1.00% each):		Commerz Markets LLC Desjardins Securities Inc. Huntington Securities, Inc. MFR Securities, Inc. National Bank of Canada Financial Inc. Natixis Securities Americas LLC Nomura Securities International, Inc. Rabo Securities USA, Inc. SMBC Nikko Securities America, Inc. Standard Chartered Bank Swedbank AB (publ)
Junior Co-Managers (0.50% each):		Academy Securities, Inc. Cabrera Capital Markets LLC Capital Institutional Services, Inc. CastleOak Securities, L.P. Drexel Hamilton, LLC Jefferies LLC R. Seelaus & Co., LLC Roberts & Ryan Investments, Inc. Stern Brothers & Co.