Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 29 2022 - 05:21PM
Edgar (US Regulatory)

3
Year Dual Directional Barrier Securities Linked to the Worst of
INDU, NDX and RTY $0 $200 $400 $600 $800 $1,000 $1,200 $1,400
$1,600 $1,800 $2,000 -100% -75% -50% -25% 0% 25% 50% 75% 100%
Payment at Maturity Underlying Return The Worst Performing
Underlying The Securities 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, 2025 Maturity date: December 26, 2025
Upside return amount: $1,000 × the underlying return of the worst
performer × the participation rate Participation rate: At least
106.00%* Absolute return amount: $1,000 × the absolute value of the
underlying return of the worst performer Worst performer: The
underlying with the lowest underlying return Final barrier value:
For each underlying, 60.00% of its initial underlying value CUSIP /
ISIN: 17330YLS7 / US17330YLS71 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 or equal to its initial underlying
value: $1,000 + the upside return amount • If the final underlying
value of the worst performer is less than its initial underlying
value but greater than or equal to its final barrier value: $1,000
+ the absolute return amount • 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
* The actual participation rate will be determined on the pricing
date. ** The hypotheticals assume that the participation rate will
be set at the lowest value indicated in this offering summary.
Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup Inc.
Hypothetical Payment at Maturity** Hypothetical Worst Underlying
Return Hypothetical Security Return Hypothetical Payment at
Maturity C 75.00% 79.50% $1,795.00 50 .0 0% 53.00% $1,530.00 25.00%
26.50% $1,265.00 5.00% 5.30% $1,053.00 B 0.00% 0.00% $1,000.00 -
5.00% 5.00% $1,050.00 - 40.00% 40.00% $1,400.00 A - 40.01% - 40.01%
$599.90 - 50.00% - 50.00% $500.00 - 100.00% - 100.00% $0.00 B C
A

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 for positive return from
depreciation of the worst performer is limited. • 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.
Citigroup (NYSE:C)
Historical Stock Chart
From Dec 2022 to Jan 2023
Citigroup (NYSE:C)
Historical Stock Chart
From Jan 2022 to Jan 2023