Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 29 2022 - 03:55PM
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: The
S&P 500 ® Index (ticker: “SPX”) Pricing date: December 21, 2022
Interim v aluation date: December 22, 2023 Final valuation date:
December 22, 2025 Maturity date: December 26, 2025 Automatic early
redemption: If, on the interim valuation date, the closing value of
the underlying 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: 13.00% to 15.00%*
CUSIP / ISIN: 17330YDA5 / US17330YDA55 Final barrier value: 70% of
its initial underlying value, for each underlying Initial
underlying value: The losing value on the pricing date Final
underlying value: The closing value on the final valuation date
Underlying return: On any valuation date, (current closing value -
initial underlying value) / initial underlying value Return amount:
$1,000 × the underlying return × the upside participation rate
Upside participation rate: 125% Payment at maturity (if not
autocalled): • If the final underlying value is greater than the
initial underlying value: $1,000 + the return amount • If the final
underlying value is less than or equal to the initial underlying
value but greater than or equal to its final barrier value : $1,000
• If the final underlying value is less than its final barrier
value: $1,000 + [$1,000 × underlying return] If the securities are
not automatically redeemed prior to maturity and the final
underlying value of the underlying 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. 3 Year Autocallable Securities
Linked to SPX Hypothetical Interim Payment per Security** Valuation
Date on which the Underlying Exceeds Initial Underlying Value
Premium Hypothetical Redemption December 22, 2023 13.00% $1,130.00
If the closing value of the underlying 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 Underlying
Return Hypothetical Security Return Hypothetical Payment at
Maturity 50.00% 62.50 % $1,625.00 25.00% 31.25% $1, 312. 50 5.00%
6.25% $1,062.50 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 underlying on the final valuation
date. If the final underlying value of the underlying 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 underlying has declined from its initial underlying
value. • You will not receive dividends or have any other rights
with respect to the underlying. • The securities are particularly
sensitive to the volatility of the closing values of the underlying
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 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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