CITIGROUP INC — Capital/Financing Update 2020

Dec 4, 2020

F ILED PURSUANT TO RULE 433

File No. 333-224495

CITIGROUP INC.

1,500,000 D EPOSITARY S HARES

E ACH R EPRESENTING A 1/25 TH I NTEREST IN A S HARE OF

4.000% F IXED R ATE R ESET N ONCUMULATIVE P REFERRED S TOCK , S ERIES W

Terms and Conditions

Issuer:	Citigroup Inc.
Securities:	1,500,000 depositary shares, each representing a 1/25th interest in a share of perpetual 4.000% Fixed Rate Reset Noncumulative Preferred Stock, Series W (the “Series W preferred stock”).
Ratings*:	Ba1 / BB+ / BBB- / BBBH (Stable Outlook / Stable Outlook / Negative Outlook / Stable Outlook) (Moody’s / S&P / Fitch / DBRS)
Trade Date:	December 3, 2020
Settlement Date:	December 10, 2020 (T+5 days)
Maturity:	Perpetual
Liquidation Preference:	$25,000 per share of Series W preferred stock (equivalent to $1,000 liquidation preference per depositary share).
Aggregate Liquidation Preference:	$1,500,000,000
Public Offering Price:	$1,000 per depositary share.
Net Proceeds to Citigroup:	$1,477,500,000 (before expenses)
Dividend Rate and Payment Dates:	When, as and if declared by the board of directors of Citigroup, or a duly authorized committee of the board of directors, out of funds legally available to pay dividends, on the
10 th of each March, June, September, and December (each date for payment of dividends, a “dividend payment date”) (i) from, and including, the date of issuance of the Series W preferred
stock to, but excluding, December 10, 2025 (the “First Reset Date”), at an annual rate of 4.000% on the liquidation preference amount of $25,000 per share of Series W preferred stock, quarterly in arrears, beginning on March 10,
2021 and (ii) from, and including, the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date plus 3.597% on the liquidation preference amount of
$25,000 per share of Series W preferred stock, quarterly in arrears, beginning on March 10, 2026.
Reset Period:	The period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next
succeeding reset date
Reset Date:	The First Reset Date and each date falling on the fifth anniversary of the preceding reset date
Reset Dividend Determination Date:	In respect of any reset period, the day that is three business days prior to the beginning of such reset period
First Dividend Payment Date:	If declared, March 10, 2021
Day Count:	30/360
Redemption at Issuer Option:	Subject to any required prior concurrence or approval of the Federal Reserve, Citigroup may redeem the Series W preferred stock in whole or in part, from time to time, on any dividend payment date on or after the First Reset Date or
in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the Preliminary Prospectus Supplement dated December 3, 2020), in each case at a cash redemption price equal to 100% of the liquidation
preference, plus any declared and unpaid dividends and without accumulation of any undeclared dividends, to, but excluding, the redemption date.
Sinking Fund:	Not applicable
Listing:	None
Voting Rights:	The holders of the Series W preferred stock do not have voting rights, except (i) as specifically required by Delaware law; (ii) in the case of certain dividend non-payments; (iii) with respect to the issuance of senior capital stock of Citigroup; and (iv) with respect to changes to Citigroup’s organizational documents that would adversely affect the voting powers, preferences or special rights of the
Series W preferred stock. Holders of depositary shares must act through the depositary to exercise any voting rights.

CITIGROUP INC.

1,500,000 D EPOSITARY S HARES

E ACH R EPRESENTING A 1/25 TH I NTEREST IN A S HARE OF

4.000% F IXED R ATE R ESET N ONCUMULATIVE P REFERRED S TOCK , S ERIES W

Depository Shares CUSIP / ISIN: 172967 MU2 / US172967MU24

Sole Structuring Agent and Sole Bookrunner:	Citigroup Global Markets Inc.
Senior Co-Managers:	Cabrera Capital Markets LLC CastleOak
Securities, L.P. PNC Capital Markets LLC Samuel A.
Ramirez & Company, Inc. Santander Investment Securities Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC UniCredit Capital Markets LLC
Junior Co-Managers:	Barclays Capital Inc. Blaylock Van, LLC BMO Capital Markets Corp. BNP Paribas Securities Corp. Capital Institutional Services, Inc. Capital One Securities,
Inc. CIBC World Markets Corp. Commerz Markets LLC Commonwealth Bank of Australia Credit Suisse Securities (USA)
LLC DBS Bank Ltd. Desjardins Securities Inc. Deutsche Bank Securities Inc. Drexel Hamilton, LLC Fifth Third Securities, Inc. Great Pacific Securities HSBC Securities (USA) Inc. KeyBanc Capital Markets Inc. Mizuho Securities USA LLC nabSecurities, LLC National Bank of Canada Financial Inc. Nomura Securities
International, Inc. Penserra Securities LLC R.
Seelaus & Co., LLC Rabo Securities USA, Inc. RBC
Capital Markets, LLC Roberts & Ryan Investments Inc. Siebert Williams Shank & Co., LLC SMBC Nikko Securities
America, Inc. UBS Securities LLC Wells Fargo 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 (the “SEC”) 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’s Web site at www.sec.gov. The file number for Citigroup’s registration statement is No. 333-224495. Alternatively, you can request the prospectus by calling toll-free in the United States 1-800-831-9146.