Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 29 2022 - 04:16PM
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: December 22, 2022 Valuation
dates: December 22, 2023 and December 22, 2027 (the “final
valuation date”) Maturity date: December 28, 2027 Automatic early
redemption: If, on the valuation date prior to the final valuation
date, the closing value of the underlying is greater than or equal
to the initial underlying value, the securities will be
automatically redeemed for $1,000 plus the applicable premium
Premium: 10.00 to 12.00%* CUSIP / ISIN: 17330YES5 / US17330YES54
Initial underlying value: The closing value of the underlying on
the pricing date Final underlying value: The closing value of the
underlying on the final valuation date Underlying return : (final
underlying value - initial underlying value) / initial underlying
value Return amount: • If the final underlying value is greater
than the initial underlying value: $1,000 × underlying return ×
upside participation rate • If the final underlying value is less
than or equal to the initial underlying value: $0 Upside
participation rate: 110.00% Payment at maturity (if not
autocalled): $1,000 + return amount (if any) If the securities are
not automatically redeemed prior to maturity and the final
underlying value is less than or equal to the initial underlying
value, you will be repaid your stated principal amount at maturity
but will not receive any premium or return amount. 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 Market -
Linked Securities Linked to SPX Valuation Date on which Underlying
Exceeds Initial Underlying Value Premium Hypothetical Payment at
Early Redemption December 22, 2023 10.00% $1,100.00 If the closing
value of the underlying is not greater than or equal to the initial
underlying value on the valuation date prior to the final valuation
date, then the securities 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 Underlying The Securities

Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup Inc.
Selected Risk Considerations • You may not receive any return on
your investment in the securities . • Your potential return on the
securities in connection with an automatic early redemption is
limited. • The term of the securities may be as short as one year .
• Although the securities 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 securities are not
automatically redeemed prior to maturity or if the underlying
declines or does not appreciate sufficiently from the initial
underlying value to the final underlying value. • The securities do
not pay interest. • You will not receive dividends or have any
other rights with respect to the underlying. • Your return on the
securities depends on the closing value of the underlying on only
the valuation dates. • 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. • Sale of the securities prior to maturity may result in
a loss of principal. • 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 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.
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