FILED PURSUANT TO RULE 433

File No. 333-270327

CITIGROUP INC.

$2,500,000,000

5.827% FIXED RATE / FLOATING RATE CALLABLE SUBORDINATED NOTES DUE 2035

Terms and Conditions 

Issuer:	Citigroup Inc.
Ratings*:	Baa2 / BBB / BBB+ (Stable Outlook / Stable Outlook / Stable Outlook) (Moody’s / S&P / Fitch)
Ranking:	Subordinated. See “Subordination” below.
Trade Date:	February 6, 2024
Settlement Date:	February 13, 2024 (T+5 days)
Maturity:	February 13, 2035
Par Amount:	$2,500,000,000
Treasury Benchmark:	4.500% due November 15, 2033
Treasury Price:	$103-12
Treasury Yield:	4.077%
Re-offer Spread to Benchmark:	T10+175 bp
Re-offer Yield:	5.827%
Fixed Rate Coupon:	5.827% per annum, payable semiannually in arrears on each February 13 and August 13, beginning on August 13, 2024, from, and including, the Settlement Date to, but excluding, February 13, 2034 (the “fixed rate period”). Following business day convention during the fixed rate period. Business days during fixed rate period New York.
Floating Rate Coupon:	From, and including, February 13, 2034 (the “floating rate period”), an annual floating rate equal to SOFR (as defined in the Issuer’s base prospectus dated March 7, 2023 (the “Prospectus”) and compounding daily over each interest period as described in the Prospectus) plus 2.056%, payable quarterly in arrears, on the second business day following each interest period end date, beginning on May 16, 2034 and ending at Maturity or any earlier redemption date. An “interest period end date” means the 13th of each February, May, August and November, beginning on May 13, 2034 and ending at Maturity or any earlier redemption date.
Public Offering Price:	100.000%
Net Proceeds to Citigroup:	$2,488,750,000 (before expenses)
Day Count:	30/360 during the fixed rate period, Actual/360 during the floating rate period
Defeasance:	Applicable. Provisions of Sections 11.02 and 11.03 of the Indenture apply
Redemption at Issuer Option:	We may redeem the subordinated notes, at our option, (i) in whole, but not in part, on February 13, 2034, or (ii) in whole at any time or in part from time to time, on or after January 13, 2035 at a redemption price equal to the sum of 100% of the principal amount of the subordinated 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.

CITIGROUP INC.

$2,500,000,000

5.827% FIXED RATE / FLOATING RATE CALLABLE SUBORDINATED NOTES DUE 2035

Redemption for Tax Purposes:	We may redeem the subordinated 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 subordinated 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 subordinated notes to non-U.S. persons.
Subordination:	The subordinated notes will rank subordinate and junior in right of payment to Citigroup’s Senior Indebtedness as defined in “Description of Debt Securities – Subordinated Debt” in the Prospectus.
Sinking Fund:	Not applicable
Minimum Denominations/Multiples:	$1,000 / multiples of $1,000 in excess thereof
CUSIP:	172967 PG0
ISIN:	US172967PG03
Sole Book Manager	Citigroup Global Markets Inc.
Senior Co-Managers	ANZ Securities, Inc. Barclays Capital Inc. BBVA Securities Inc. BMO Capital Markets Corp. BNY Mellon Capital Markets, LLC Capital One Securities, Inc. CIBC World Markets Corp. Danske Markets Inc. Deutsche Bank Securities Inc. DZ Financial Markets LLC Fifth Third Securities, Inc. Intesa Sanpaolo IMI Securities Corp. Lloyds Securities Inc. Mediobanca - Banca di Credito Finanziario S.p.A. MUFG Securities Americas Inc. Natixis Securities Americas LLC Netrex Capital Markets, LLC Nomura Securities International, Inc. PNC Capital Markets LLC Rabo Securities USA, Inc. 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.

$2,500,000,000

5.827% FIXED RATE / FLOATING RATE CALLABLE SUBORDINATED NOTES DUE 2035

Junior Co-Managers ABN AMRO Capital Markets (USA) LLC Bancroft Capital, LLC Bank of China Limited, London Branch CaixaBank S.A. Citizens JMP Securities, LLC Commonwealth Bank of Australia Desjardins Securities Inc. Drexel Hamilton, LLC Erste Group Bank AG Falcon Square Capital, LLC Great Pacific Securities HSBC Securities (USA) Inc. Huntington Securities, Inc. Industrial and Commercial Bank of China (Asia) Limited ING Financial Markets LLC KBC Securities USA LLC KeyBanc Capital Markets Inc. M&T Securities, Inc. MFR Securities, Inc. Mizuho Securities USA LLC nabSecurities, LLC National Bank of Canada Financial Inc. NatWest Markets Securities Inc. Nordea Bank Abp RB International Markets (USA) LLC Regions Securities LLC San Blas Securities, LLC Security Capital Brokerage, Inc. Stern Brothers & Co. Swedbank AB (publ) Telsey Advisory Group LLC UBS Securities LLC UniCredit Capital Markets LLC United Overseas Bank Limited 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.