FILED PURSUANT TO RULE 433

File No. 333-270327  

CITIGROUP INC.

$750,000,000

4-YEAR NON-CALL 3-YEAR GLOBAL FLOATING RATE SENIOR NOTES DUE 2029

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:	February 25, 2025
Settlement Date:	March 4, 2025 (T+5 days)
Maturity:	March 4, 2029
Par Amount:	$750,000,000
Base Rate:	SOFR (as defined in the Issuer’s base prospectus dated March 7, 2023 (the “Prospectus”))
Re-offer Spread:	+87 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 0.870%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on June 6, 2025. An “interest period end date” means the 4th of each March, June, September and December, beginning on June 4, 2025 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:	$748,125,000 (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 March 4, 2028 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 February 4, 2029 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

CITIGROUP INC.

$750,000,000

4-YEAR NON-CALL 3-YEAR GLOBAL FLOATING RATE SENIOR NOTES DUE 2029

Minimum Denominations/Multiples:	$1,000 / multiples of $1,000 in excess thereof
CUSIP:	17327C AX1
ISIN:	US17327CAX11

Sole Book Manager:

Citigroup Global Markets Inc.

Senior Co-Managers:

BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. Commerz Markets LLC Danske Markets Inc. ING Financial Markets LLC Lloyds Securities Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. Natixis Securities Americas LLC Nomura Securities International, Inc. Nordea Bank Abp PNC Capital Markets LLC R. Seelaus & Co., LLC RBC Capital Markets, LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc.

CITIGROUP INC.

$750,000,000

4-YEAR NON-CALL 3-YEAR GLOBAL FLOATING RATE SENIOR NOTES DUE 2029

Junior Co-Managers: Academy Securities, Inc. ANZ Securities, Inc. Banco de Sabadell, S.A. BNY Mellon Capital Markets, LLC C.L. King & Associates, Inc. CIBC World Markets Corp. Citizens JMP Securities, LLC Commonwealth Bank of Australia DBS Bank Ltd. Desjardins Securities Inc. Fifth Third Securities, Inc. Huntington Securities, Inc. Intesa Sanpaolo IMI Securities Corp. KeyBanc Capital Markets Inc. Loop Capital Markets LLC M&T Securities, Inc. Macquarie Capital (USA) Inc. nabSecurities, LLC National Bank of Canada Financial Inc. NatWest Markets Securities Inc. Nykredit Bank A/S Rabo Securities USA, Inc. RB International Markets (USA) LLC Regions Securities LLC Security Capital Brokerage, Inc. Telsey Advisory Group LLC Tigress Financial Partners LLC Westpac Capital Markets 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. 333-270327. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146