Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 29 2022 - 03:54PM
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: Dow
Jones Industrial Average TM (ticker “INDU”) , Nasdaq - 100 Index ®
(ticker: “NDX”) and Russell 2000 ® Index (ticker: “RTY”) Pricing
date: December 22, 2022 Valuation date: December 22, 2026 Maturity
date: December 28, 2026 Return amount: $1,000 × the underlying
return of the worst performer × the upside participation rate
Upside participation rate: 200.00% Maximum return: 100.00% to
125.00%* Worst performer: The underlying with the lowest underlying
return Final barrier value: For each underlying, 70% of its initial
underlying value CUSIP / ISIN: 17330YMH0 / US17330YMH08 Initial
underlying value: For each underlying, t he closing value of the
underlying on the pricing date Final underlying value: For each
underlying, the underlying on the valuation date Underlying return:
For each underlying, (Final underlying value - initial underlying
value) / initial underlying value Payment at Maturity: • If the
final underlying value of the worst performer is greater than its
initial underlying value: $1,000 + the return amount, subject to
the maximum return at maturity • 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 × the underlying return
of the worst performer) If the final underlying value of the worst
performer is less than its final barrier value, you will receive
significantly 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 Citigroup Global Markets
Holdings Inc. Guaranteed by Citigroup Inc. 4 Year Barrier
Securities Linked to the Worst of INDU, NDX and RTY Hypothetical
Payment at Maturity ** Hypothetical Worst Underlying Return
Hypothetical Security Return Hypothetical Payment at Maturity
100.00% 100.00% $2,000.00 90.00% 100.00% $2,000.00 75.00% 100.00%
$2,000.00 50.00% 100.00% $2,000.00 10.00% 20.00% $1,200.00 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 * The actual maximum return at maturity will be
determined on the pricing date. ** The hypotheticals assume the
lowest return at maturity.

Selected Risk Considerations • You may lose a significant portion
of your investment. If the final underlying value of the worst
performer 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 depreciated from its initial
underlying value to its final underlying value. There is no minimum
payment at maturity on the securities, and you may lose up to all
of your investment. • Your potential return on the securities is
limited to the maximum return at maturity. • The securities do not
pay interest. • The securities are subject to heightened risk
because they have multiple underlyings . • The securities are
subject to the risks of each of the underlyings and will be
negatively affected if any one underlying performs poorly. • You
will not benefit in any way from the performance of any better
performing underlying. • You will be subject to risks relating to
the relationship between the underlyings . • You will not receive
dividends or have any other rights with respect to the underlyings
. • Your payment at maturity depends on the closing value of the
worst performer on a single day. • The securities 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.
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