Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 29 2022 - 04:42PM
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:
S&P 500 ® Index (ticker: “SPX”) (50% weighting) and Russell
2000 ® Index (ticker: “RTY”) (50% weighting) Pricing date: December
22, 2022 Valuation date: December 22, 2025 Maturity date: December
26, 2025 Upside return amount: $1,000 × the basket return × the
upside participation rate Upside participation rate: 100.00%
Maximum return : At least 53.00%* Absolute return amount: $1,000 ×
the absolute value of the basket return Final buffer value: 85% of
the initial basket value Buffer percentage: 15% CUSIP / ISIN:
17330YS92 / US17330YS921 Initial underlying value: For each
underlying, t he closing value of the underlying on the pricing
date Final underlying value: For each underlying, the closing value
of the underlying on the valuation date Initial basket value: 100
Final basket value: 100 x (1 + the sum of the weighted underlying
returns of the underlyings ) Basket return: (The final basket value
– the initial basket value) / the initial basket value Weighted
underlying return: For each underlying: underlying return
multiplied by its weighting Underlying return: For each underlying,
(Final underlying value - initial underlying value) / initial
underlying value Payment at Maturity: • If the final basket value
is greater than the initial basket value: $1,000 + the upside
return amount, subject to the maximum return • If the final basket
value is less than or equal to the initial basket value but greater
than or equal to its final buffer value: $1,000 + the absolute
return amount • If the final buffer value is less than the final
buffer value: $1,000 + [$1,000 × (the basket return + the buffer
percentage)] If the final basket value is less than the final
buffer value, you will receive less, a nd possibly significantly
less, than the stated principal amount of your securities a t
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
maximum return will be determined on the pricing date. **The
hypotheticals assume that the maximum return will be set at the
lowest value indicated in this offering summary. Citigroup Global
Markets Holdings Inc. Guaranteed by Citigroup Inc. 3 Year Dual
Directional Buffer Securities Linked to an Equally Weighted Basket
of Two Underlyings Hypothetical Payment at Maturity** Hypothetical
Basket Return Hypothetical Security Return Hypothetical Payment at
Maturity D 100.00% 53.00% $1,530.00 90.00% 53.00% $1,530.00 80.00%
53.00% $1,530.00 70.00% 53.00% $1,530.00 C 53.00% 50.00% 53.00 %
50.00% $1,530.00 $1,500.00 25.00% 25.00% $1,250.00 10.00% 10.00%
$1,100.00 B 0.00% 0.00% $1,000.00 - 5.00% 5.00% $1,050.00 - 15.00%
15.00% $1,150.00 A - 15.01% - 0.01% $999.90 - 50.00 % - 35.00%
$650.00 - 100.00% - 85.00% $150.00

Selected Risk Considerations • You may lose a significant portion
of your investment. If the basket depreciates by more than the
buffer percentage from the initial basket value to the final basket
value, you will lose 1% of the stated principal amount of your
securities for every 1% by which that depreciation exceeds the
buffer percentage. • Your potential total return on the securities
at maturity is limited to the maximum return at maturity, even if
the basket appreciates by significantly more than the maximum
return at maturity. • The securities do not pay interest. • You
will not receive dividends or have any other rights with respect to
the underlyings. • Your payment at maturity depends on the value of
the basket 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. • Changes in closing values of the
underlyings may offset each other. • The underlyings may be highly
correlated in decline. • An investment in the securities is not a
diversified investment. • 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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