FILED PURSUANT TO RULE 433

File No. 333-255302

CITIGROUP INC.

$3,000,000,000

3.785% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2033

Terms and Conditions
Issuer:	Citigroup Inc.
Ratings*:	A3 / BBB+ / A (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch)
Ranking:	Senior
Trade Date:	March 10, 2022
Settlement Date:	March 17, 2022 (T+5 days)
Maturity:	March 17, 2033
Par Amount:	$3,000,000,000
Treasury Benchmark:	1.875% February 15, 2032
Treasury Price:	$99-00+
Treasury Yield:	1.985%
Re-offer Spread to Benchmark:	T10+180 bp
Re-offer Yield:	3.785%
Fixed Rate Coupon & Payment Dates:	3.785% per annum, payable semiannually in arrears on each March 17 and September 17, beginning on September 17, 2022, from, and including, the Settlement Date to, but excluding, March 17, 2032 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York.
Floating Rate Coupon & Payment Dates:	From, and including, March 17, 2032 (the “floating rate period”), an annual floating rate equal to SOFR (as defined in the Issuer’s base prospectus dated May 11, 2021 (the “Prospectus”) and compounding daily over each interest period as described in the Prospectus) plus 1.9394%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on June 19, 2032 and ending at Maturity or any earlier redemption date. An “interest period end date” means the 17th of each March, June, September and December, beginning on June 17, 2032 and ending at Maturity or any earlier redemption date. Modified following business day convention during the floating rate period. Business days during floating rate period New York and U.S. Government Securities Business (as defined in the Prospectus).
Public Offering Price:	100.000%
Net Proceeds to Citigroup:	$2,987,250,000 (before expenses)
Day Count:	30/360 during the fixed rate period, Actual/360 during the floating rate period
Defeasance:	Applicable. Provisions of Sections 12.02 and 12.03 of the Indenture apply

CITIGROUP INC.

$3,000,000,000

3.785% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2033

Redemption at Issuer Option:	We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after September 17, 2022 (or if additional notes are issued after March 17, 2022, beginning six months after the issue date of such additional notes) and prior to March 17, 2032 at a redemption price equal to the sum of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption; and (ii) the Make-Whole Amount (as defined in the Prospectus), if any, with respect to such notes. The Reinvestment Rate (as defined in the Prospectus) will equal the Treasury Yield defined therein calculated to March 17, 2032, plus 0.270%. We may redeem the notes, at our option, (i) in whole, but not in part, on March 17, 2032, or (ii) in whole at any time or in part from time to time, on or after February 17, 2033 at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. 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 NN7
ISIN:	US172967NN71
Sole Book Manager:	Citigroup Global Markets Inc.

CITIGROUP INC.

$3,000,000,000

3.785% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2033

Senior Co-Managers:

Agricultural Bank of China Limited Hong Kong Branch (Incorporated in the People’s Republic of China with limited liability) ANZ Securities, Inc. Barclays Capital Inc. BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. Danske Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. ICBC Standard Bank Plc ING Financial Markets LLC Intesa Sanpaolo S.p.A. Lloyds Securities Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Roberts & Ryan Investments, Inc. Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC UniCredit Capital Markets LLC Westpac Capital Markets LLC

Junior Co-Managers:

ABN AMRO Securities (USA) LLC Academy Securities, Inc. Cabrera Capital Markets LLC CaixaBank, S.A. CastleOak Securities, L.P. CIBC World Markets Corp. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Drexel Hamilton, LLC Erste Group Bank AG Fifth Third Securities, Inc. Huntington Securities, Inc. Jefferies LLC KeyBanc Capital Markets Inc. nabSecurities, LLC Natixis Securities Americas LLC NatWest Markets Securities Inc. Netrex Capital Markets, LLC Nomura Securities International, Inc. RB International Markets (USA) LLC Regions Securities LLC Swedbank AB (publ) Truist Securities, Inc. U.S. Bancorp Investments, Inc. UBS Securities LLC

* Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.

Citigroup Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Citigroup has filed with the SEC for more complete information about Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. The file number for Citigroup’s registration statement is No. 333-255302. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.