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. Underlying indices:
Russell 2000® Index (ticker: “RTY”) and the S&P 500® Index
(ticker “SPX”) Pricing date: December 22, 2022 Valuation date:
December 22, 2027 Maturity date: December 28, 2027 Maximum loss a t
maturity : 5.00% CUSIP / ISIN: 17330YTU4 / US17330YTU46 Initial
index level: For each underlying index, its closing level on the
pricing date Final index level: For each underlying index, its
closing level on the valuation date Index return: For each
underlying index, (final index level - initial index level) /
initial index level Upside participation rate: At least 100.00%*
Worst performer: The underlying index with the lowest index return
Payment at Maturity: • If the final index level of the worst
performer is greater than its initial index level: $1,000 + [$1,000
× the index return of the worst performer × the upside
participation rate] • If the final index level of the worst
performer is less than or equal to its initial index level: $1,000
+ [$1,000 × the index return of the worst performer ), subject to
the maximum loss at maturity If the final index level of the worst
performer depreciates from its initial index level, you will be
exposed to that depreciation up to the maximum loss 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 Citigroup
Global Markets Holdings Inc. Guaranteed by Citigroup Inc. 5 Year
Market - Linked Securities Linked to Worst of and RTY and SPX
Hypothetical Payment at Maturity ** B C A Hypothetical Worst
Performer Return Hypothetical Security Return Hypothetical Payment
C 50.00% 50.00% $1,500.00 25.00% 25.00% $1,250.00 5.00% 5.00%
$1,050.00 B 0.00% 0.00% $1,000.00 - 2.50% - 2.50% $975.00 - 5.00% -
5.00% $950.00 A - 15.00% - 5.00% $950.00 - 25.00% - 5.00% $950.00 -
50.00% - 5.00% $950.00 - 100.00% - 5.00% $950.00 * The actual
upside participation rate will be determined on the pricing date.
** The hypotheticals assume the participation rate will be set at
the lowest value indicated in this offering summary.

Selected Risk Considerations • You may not receive any return on
your investment in the securities and may lose up to the maximum
loss at maturity. You will receive a positive return on your
investment in the securities only if the worst performer
appreciates from its initial index level to its final index level.
If the final index level of the worst performer is less than its
initial index level, you will lose 1% of the stated principal
amount of the securities for every 1% by which its final index
level is less than its initial index level, subject to the maximum
loss at maturity. • The securities do not pay interest. • The
return on the securitie s depends solely on the performance of the
worst performer. As a result, t he securities are subject to the
risks of each of the underlying indices and will be negatively
affected if any one performs poorly. • You will be subject to risks
relating to the relationship among the underlying indices . The
less correlated the underlying indices , the more likely it is that
any one of the underlying indices will perform poorly over the term
of the securities. All that is necessary for the securities to
perform poorly is for one of the underlying indices to perform
poorly. • Investing in the securities is not equivalent to
investing in the underlying indices or the stocks that constitute
the underlying indices. You will not receive dividends or have any
other rights with respect to the underlying indices. • Your payment
at maturity depends on the closing level 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. • 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 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 Russell 2000® Index is
subject to risks associated with small capitalization stocks. • 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.
Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup
Inc.
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