Free Writing Prospectus - Form FWP

Issuer:

Citigroup Global Markets Holdings Inc.

Guarantor:

Citigroup Inc.

Underlyings:

The Dow Jones Industrial Average^TM (ticker: "INDU") and the Russell 2000^® Index (ticker: "RTY")

Pricing date:

December 19, 2024

Valuation dates:

Quarterly, beginning approximately one year after issuance

Final valuation date:

December 19, 2029

Maturity date:

December 24, 2029

Final buffer value:

For each underlying, 85.00% of its initial underlying value

Buffer percentage:

15.00%

Automatic early redemption:

If on any valuation date prior to the final valuation date the closing value of the worst performer is greater than or equal to its initial underlying value, the securities will be automatically called for an amount equal to the principal plus the applicable premium

Premium:

At least 6.75% per annum*

CUSIP / ISIN:

173070XU2 / US173070XU23

Initial underlying value:

For each underlying, its closing value on the pricing date

Final underlying value:

For each underlying, its closing value on the final valuation date

Underlying return:

For each underlying on any valuation date, (i) its current closing value minus initial underlying value, divided by (ii) its initial underlying value

Worst performer:

On any valuation date, the underlying with the lowest underlying return

Payment at maturity (if not autocalled):

$1,000 + the premium applicable to the final valuation date

$1,000

$1,000 + [$1,000 × (the underlying return of the worst performer on the final valuation date + the buffer percentage)]

If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performer on the final valuation date is less than its final buffer value, which means that the worst performer on the final valuation date has depreciated from its initial underlying value by more than the buffer percentage, you will lose 1% of the stated principal amount of your securities at maturity for every 1% by which that depreciation exceeds the buffer percentage.

All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Stated principal amount:

$1,000 per security

Preliminary pricing supplement:

Preliminary Pricing Supplement dated December 2, 2024

Selected Risk Considerations

Additional Information

Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed registration statements (including the accompanying preliminary pricing supplement, product supplement, underlying 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, product supplement, underlying supplement, prospectus supplement and prospectus in those registration statements (File Nos. 333-270327 and 333-270327-01) 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

The above summary of selected risks does not describe all of the risks associated with an investment in the securities. You should read the accompanying preliminary pricing supplement and product supplement for a more complete description of risks relating to the securities.

This offering summary does not contain all of the material information an investor should consider before investing in the securities. 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.