Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 30 2022 - 06:03AM
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. Index: Citi Radar
SM 5 Excess Return Index (ticker: CIISRAD5) Pricing date: December
21, 2022 Valuation date: December 21, 2026, Maturity date: December
24, 2026 CUSIP / ISIN: 17330YPG9 / US17330YPG97 Initial index
level: The closing level of the index on the pricing date Final
index level : The closing level of the index on the valuation date
Index return: (Final index level - initial index level) / initial
index level Upside participation rate: 400% to 450%* Payment at
Maturity: For each security you hold at maturity, the $1,000 stated
principal amount plus the return amount, which will be either zero
or positive Return amount: • If the final index level is greater
than the initial index level: $1,000 × the index return × the
upside participation rate • If the final index level is less than
or equal to the initial index level: $0 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 upside
participation rate will be determined on the pricing date. ** The
hypotheticals assume that the upside participation rate will be set
at the lowest value indicated in this offering summary. Citigroup
Global Markets Holdings Inc. Guaranteed by Citigroup Inc. 4 Year
Market - Linked Securities Linked to CIISRAD5 Hypothetical Payment
at Maturity** B A Hypothetical Index Return Hypothetical Security
Return Hypothetical Payment at Maturity B 20.00% 80.00% $1,800.00
15.00% 60.00% $1,600.00 10.00% 40.00% $1,400.00 5.00% 20.00%
$1,200.00 A 0.00% 0.00% $1,000.00 - 10.00% 0.00% $1,000.00 - 20.00%
0.00% $1,000.00 - 30.00% 0.00% $1,000.00 - 40.00% 0.00% $1,000.00 -
50.00% 0.00% $1,000.00 - 100.00% 0.00% $1,000.00 $500 $600 $700
$800 $900 $1,000 $1,100 $1,200 $1,300 $1,400 $1,500 -50% -25% 0%
25% 50% Payment at Maturity Underlying Return The Securities The
Index

Selected Risks • You may not receive any return on your investment
in the securities. You will receive a positive return on your
investment in the securities only if the index appreciates from the
initial index level to the final index level. If the final index
level of the index is less than the initial index level, you will
receive only the stated principal amount for each security you hold
at maturity. • The securities do not pay interest. • Your payment
at maturity depends on the closing level of the index 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. • Sale of the securities prior to maturity may result
in a loss of principal. • The securities will not be listed on any
securities exchange and you may not be able to sell them prior to
maturity. • The estimated val ue 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 Index is premised on a particular investment thesis
about the relationship between the prevailing interest rate
environment and the relative performance of different sectors of
the U.S. equity market. That investment thesis may be wrong. The
assumed relationship may not in fact exist, or if it exists it may
be too weak to be meaningful. If the Index’s investment thesis is
wrong or too weak to be meaningful, the Equity Allocation may
perform no better than, and in fact may materially underperform,
any other allocation that could be made among the equity sector
ETFs or the broader market. The offering of the securities is not
an expression of our view about the validity of the Index’s
investment thesis. You should form your own independent view about
the validity of the Index’s investment thesis in connection with
your evaluation of the securities. • Even if a meaningful
relationship exists between the prevailing interest rate
environment and the relative performance of different sectors of
the U.S. equity market, the particular rules that make up the Index
methodology may not effectively capitalize on that relationship. •
The Index only seeks to partially implement its investment thesis.
At any point in time, the Index is likely to have a significant
allocation to the Treasury Futures Allocation and/or the Cash
Allocation. That allocation is intended to help the Index maintain
its volatility target of 5%, and is not in furtherance of its
investment thesis. In fact, because the U.S. Treasury note futures
indices are likely to be adversely affected by rising interest
rates, the allocation to the Treasury Futures Allocation may run
counter to the Index’s investment thesis. • The Index is likely to
significantly underperform the equity markets in a rising equity
market, because the Index is likely to have a significant
allocation to the Treasury Futures Allocation and/or Cash
Allocation at all times. • The Index will likely have significant
exposure at all times to one of two U.S. Treasury note futures
indices. Each U.S. Treasury note futures index has limited return
potential and significant downside potential, particularly in a
“Rising” interest rate environment. • The excess return deduction
and index fee will place a drag on the performance of the Index,
offsetting any appreciation of the U.S. Treasury notes underlying
the U.S. Treasury note futures index and the equity sector ETFs
that make up the Equity Allocation, exacerbating any depreciation
and causing the level of the Index to decline steadily if the value
of those U.S. Treasury notes and/or equity sector ETFs remains
relatively constant. • The Index was launched on February 20, 2019
and, therefore, has a limited performance history. • The Index
Rules were amended on February 25, 2022 to replace 3 - month U.S.
dollar LIBOR with 3 - month BSBY , and the back - tested and
historical performance of the Index on and prior to February 25,
2022 may therefore not reflect how the Index would have performed
had it been based on 3 - month BSBY during the historical period. •
BSBY is a relatively new series of reference rates, and its
usefulness for purposes of determining the Rates Signal is
therefore relatively untested. The above summary of selected risks
does not describe all of the risks associated with an investment in
the securities. You should read the preliminary pricing supplement
and index supplement for a more complete description of risks
relating to the securities. Citigroup Global Markets Holdings Inc.
Guaranteed by Citigroup Inc. Key Features of the Index • Created by
Citigroup Global Markets Limited and launched on February 20, 2019.
• Tracks hypothetical performance of a rules - based investment
methodology premised on the idea that there is a relationship
between the prevailing interest rate environment and the relative
performance of different sectors of the U.S. equity and Treasury
markets. Seeks to implement the thesis that the energy , financials
and information technology sectors may outperform the broader
market in rising interest rate environment, and the utilities ,
consumer staples and health care sectors may outperform the broader
market in falling or flat interest rate environment. • Reflects
performance of a hypothetical investment portfolio (“ Selected
Portfolio ”), adjusted daily, consisting of hypothetical
allocations to three equity sector ETFs (“ Equity Allocation ”),
U.S. Treasury note futures (“ Treasury Futures Allocation ”) and,
potentially, uninvested cash (“ Cash Allocation ”). Components of
the Selected Portfolio are determined daily depending on whether
the prevailing interest rate environment is determined to be
“Rising” or “Not Rising”, as follows: Interest Rate Environment
Rising Not Rising Equity Allocation Equity Allocation Energy Select
Sector SPDR ® Fund (XLE) Utilities Select Sector SPDR ® Fund (XLU)
Financial Select Sector SPDR ® Fund (XLF) Consumer Staples Select
Sector SPDR ® Fund (XLP) Technology Select Sector SPDR ® Fund (XLK)
Health Care Select Sector SPDR ® Fund (XLV) Treasury Futures
Allocation Treasury Futures Allocation Citi Interest Rate 2Y US
Treasury Futures Market Tracker Index Citi Interest Rate 10Y US
Treasury Futures Market Tracker Index Cash Allocation Cash
Allocation • Identifies prevailing interest environment on each day
by observing average rate of 3 - month BSBY for each month in the
immediately preceding four months. If average rate of 3 - month
BSBY increased from each month to the next in that four - month
period, the interest rate environment will be “ Rising ”. In all
other circumstances, it will be “ Not Rising ”. • Determines how
much exposure to allocate to each of the Equity Allocation, the
Treasury Futures Allocation and the Cash Allocation on a daily
basis in an attempt to maintain a 5% target volatility. • Allocates
exposure between Equity Allocation and Treasury Futures Allocation
(together, the “Invested Allocation” ) based on the volatility of
the current Equity Allocation over the prior six months, with
higher volatility resulting in a lower Equity Allocation, and vice
versa. Equity sector ETFs are equally weighted within the Equity
Allocation. • Allocates exposure between the Invested Allocation
and the Cash Allocation based on the volatility of the Invested
Allocation over the prior one month. Will, if necessary, reduce
exposure to the Invested Allocation and increase exposure to the
Cash Allocation in an attempt to maintain a rolling one - month
Selected Portfolio volatility of 5%. • Performance of each U.S.
Treasury note futures index is expected to be reduced by an
implicit financing cost. In addition, a rate equal to the federal
funds effective rate will be deducted from the daily performance of
each equity sector ETF. We refer to this deduction, together with
the implicit financing cost reflected in each U.S. Treasury note
futures index, as the “excess return deduction”. • Index fee of
0.75% per annum is deducted daily from Index performance.

Additional Information Citigroup Global Markets Holdings Inc. and
Citigroup Inc. have filed registration statements (including the
accompanying preliminary pricing supplement, index 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, index 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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