Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 29 2022 - 03:51PM
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. Underlyings: The
Nasdaq - 100 Index ® (“NDX”), Russell 2000 ® Index (ticker: “RTY”)
a nd the S&P 500 ® Index (ticker: “SPX”) Pricing date: December
22, 2022 Interim v aluation date: December 26, 2023 Final valuation
date: December 22, 2027 Maturity date: December 28, 2027 Automatic
early redemption: If, on the interim 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 premium
Premium: 25.00% to 27.00%* CUSIP / ISIN: 17330YNN6 / US17330YNN66
Final barrier value: 70% of its initial underlying value, for each
underlying 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,
(current closing value - initial underlying value) / initial
underlying value Worst performer: On any valuation date, the
underlying with the lowest underlying return Return amount: $1,000
× the underlying return of the worst performer × the upside
participation rate Upside participation rate: 150.00% Payment at
maturity (if not autocalled): • If the final underlying value of
the worst performer is greater than its initial underlying value:
$1,000 + the return amount • If the final underlying value of the
worst performer is less than or equal to its initial underlying
value but greater than or equal to its final barrier value : $1,000
• If the final underlying value of the worst performer is less than
its final barrier value: $1,000 + [$1,000 × underlying return of
worst performer] If the securities are not automatically redeemed
prior to maturity and the final underlying value of the worst
performer is less than its final barrier value, you will receive
less than the stated principal amount of your securities, and
possibly nothing, at maturity. 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 Pricing Supplement: Preliminary Pricing Supplement dated
November 29, 2022 *The actual premium will be determined on the
pricing date. Citigroup Global Markets Holdings Inc. Guaranteed by
Citigroup Inc. 5 Year Autocallable Securities Linked to the Worst
of NDX, RTY and SPX Hypothetical Interim Payment per Security**
Valuation Date on which Worst Performer Exceeds Initial Underlying
Value Premium Hypothetical Redemption December 26, 2023 25.00%
$1,250.00 If the closing value of the worst performer is greater
than or equal to its initial underlying value on the interim
valuation date, then the securities will be automatically redeemed
prior to maturity and you will receive a premium following that
valuation date. ** The hypothetical assumes that the premium will
be set at the lowest value indicated in this offering summary.
Hypothetical Payment at Maturity per Security Assumes the
securities have not been automatically redeemed prior to maturity
Hypothetical Worst Underlying Return Hypothetical Security Return
Hypothetical Payment at Maturity 50.00% 75.00% $1,750.00 25.00%
37.50% $1, 375 .00 5.00% 7.50% $1,075.00 0.00% 0.00% $1,000.00 -
5.00% 0.00% $1,000.00 - 30.00% 0.00% $1,000.00 - 30.01% - 30.01 %
$699.90 - 75.00 % - 75.00% $250.00 - 100.00% - 100.00% $0.00

Selected Risk Considerations • You may lose a significant portion
or all of your investment. If the securities are not automatically
redeemed prior to maturity, your payment at maturity will depend on
the final underlying value of the worst performer on the final
valuation date. If the final underlying value of the worst
performer on the final valuation date is less than its final
barrier value, you will lose 1% of the stated principal amount of
your securities for every 1% by which the worst performer has
declined from its initial underlying value. • The return on the
securities depends solely on the performance of the worst
performer. As a result, t he securities are subject to the risks of
each of the underlyings and will be negatively affected if any one
performs poorly. • You will be subject to risks relating to the
relationship among the underlyings. The less correlated the
underlyings, the more likely it is that any one of the underlyings
will perform poorly over the term of the securities. All that is
necessary for the securities to perform poorly is for one of the
underlyings to perform poorly. • You will not receive dividends or
have any other rights with respect to the underlyings. • The
securities are particularly sensitive to the volatility of the
closing values of the underlyings on or near the valuation dates. •
The securities are unsecured debt securities and 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 securities and Citigroup Inc. defaults on its
guarantee obligations, you may not receive anything owed to you
under the securities. • The securities will not be listed on any
securities exchange and you may not be able to sell them prior to
maturity. • The estimated value of the securities on the pricing
date will be less than the issue price. For more information about
the estimated value of the securities, see the accompanying
preliminary pricing supplement. • The value of the securities prior
to maturity will fluctuate based on many unpredictable factors. •
The Russell 2000 ® Index is subject to risks associated with small
capitalization stocks. • The issuer and its affiliates may have
conflicts of interest with you. • The U.S. federal tax consequences
of an investment in the securities are unclear. 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. 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 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. Citigroup Global Markets Holdings Inc. Guaranteed by
Citigroup Inc.
Citigroup (NYSE:C)
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