Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 16 2022 - 05:22PM
Edgar (US Regulatory)

Preliminary Terms This summary of terms is not complete and should
be read with the pricing supplement below Issuer: Citigroup Global
Markets Holdings Inc. Guarantor: Citigroup Inc. Underlying: S&P
500 ® Index (Ticker: SPX) Pricing date: May 26 , 2022 Valuation
dates: May 28, 2024 and May 26, 2027 (the “final valuation date”)
Maturity date: June 1, 2027 Automatic early redemption: If, on the
valuation date prior to the final valuation date, the closing level
of the underlying is greater than or equal to the initial
underlying level, the notes will be automatically redeemed for
$1,000 plus the applicable premium Premium: At least 11.00%* CUSIP
/ ISIN: 17330FZ87 / US17330FZ875 Initial underlying level: The
closing level of the underlying on the pricing date Final
underlying level: The closing level of the underlying on the final
valuation date Underlying return : (final underlying level -
initial underlying level) / initial underlying level Note return
amount: • If the final underlying level is greater than the initial
underlying level: $1,000 × underlying return × upside participation
rate • If the final underlying level is less than or equal to the
initial underlying level: $0 Upside participation rate: 100%
Payment at maturity (if not autocalled): $1,000 + note return
amount (if any) If the notes are not automatically redeemed prior
to maturity and the final underlying level is less than or equal to
the initial underlying level, you will be repaid your stated
principal amount at maturity but will not receive any premium or
note return amount. All payments on the notes are subject to the
credit risk of Citigroup Global Markets Holdings Inc. and Citigroup
Inc. Stated principal amount: $1,000 per note Pricing supplement:
Preliminary Pricing Supplement dated May 16, 2022 * The actual
premium will be determined on the pricing date. Citigroup Global
Markets Holdings Inc. Guaranteed by Citigroup Inc. 5 Year
Autocallable Market - Linked Notes Linked to SPX Valuation Date on
which Underlying Exceeds Initial Underlying Level Premium
Hypothetical Payment at Early Redemption May 28, 2024 11.00%
$1,110.00 ** This hypothetical table assumes that the premium will
be set at the minimum value indicated in this offering summary. If
the c losing level of the underlying is not greater than or equal
to the initial underlying level on the valuation date prior to the
final valuation date, then the notes will not be automatically
redeemed prior to maturity and you will not receive a premium.
Hypothetical Payment at Early Redemption ** Hypothetical Payment at
Maturity*** *** If not automatically redeemed prior to maturity
$700 $800 $900 $1,000 $1,100 $1,200 $1,300 -30% -20% -10% 0% 10%
20% 30% Payment at Maturity Underlying Return The Index The
Notes

Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup Inc.
Selected Risk Considerations • You may not receive any return on
your investment in the notes . • The notes do not pay interest. •
The term of the notes may be as short as one year . • Your
potential return on the notes in connection with an automatic early
redemption is limited. • The notes may be automatically redeemed
prior to maturity, limiting the term of the notes. • Although the
notes provide for the repayment of the stated principal amount at
maturity, you may nevertheless suffer a loss on your investment in
real value terms if the notes are not automatically redeemed prior
to maturity or if the underlying declines or does not appreciate
sufficiently from the initial underlying level to the final
underlying level. • Your return on the notes depends on the closing
level of the underlying on only the valuation dates. • You will not
receive dividends or have any other rights with respect to the
underlying. • The notes are subject to the credit risk of Citigroup
Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global
Markets Holdings Inc. defaults on its obligations under the notes
and Citigroup Inc. defaults on its guarantee obligations, you may
not receive anything owed to you under the notes. • The notes will
not be listed on any securities exchange and you may not be able to
sell them prior to maturity. • Sale of the notes prior to maturity
may result in a loss of principal. • The estimated value of the
notes on the pricing date will be less than the issue price. For
more information about the estimated value of the notes, see the
accompanying preliminary pricing supplement. • The value of the
notes prior to maturity will fluctuate based on many unpredictable
factors. • The issuer and its affiliates may have conflicts of
interest with you. The above summary of selected risks does not
describe all of the risks associated with an investment in the
notes. You should read the accompanying preliminary pricing
supplement and product supplement for a more complete description
of risks relating to the notes. 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 - 255302 and 333 -
255302 - 03) 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 This offering
summary does not contain all of the material information an
investor should consider before investing in the notes. 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.
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