Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 30 2022 - 06:05AM
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: The
S&P 500 ® Index (ticker “SPX”) Pricing date: December 22, 2022
Valuation date: June 23, 2025 Maturity date: June 26, 2025 Return
amount: $1,000 × the underlying return × the upside participation
rate Upside participation rate: 200% Maximum return: 36.00% to
46.00%* Final buffer value: 90% of the initial underlying value
Buffer percentage: 10% CUSIP / ISIN: 17330YHV5 / US17330YHV56
Initial underlying value: The closing value of the underlying on
the pricing date Final underlying value: The closing value of the
underlying on the valuation date Underlying return: (Final
underlying value - initial underlying value) / initial underlying
value Payment at Maturity: • If the final underlying value is
greater than the initial underlying value: $1,000 + the return
amount, subject to the maximum return at maturity • If the final
underlying value is less than or equal to the initial underlying
value but greater than or equal to the final buffer value: $1,000 •
If the final underlying value is less than the final buffer value:
$1,000 + [$1,000 × (the underlying return + the buffer percentage)]
If the final underlying value is less than the final buffer value,
you will receive less, and possibly significantly less, than the
stated principal amount of your securities 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
maximum return at maturity will be determined on the pricing date.
** The hypotheticals assume the lowest return at maturity. *** The
hypothetical diagram is zoomed in for legibility and thus does not
show the minimum payment possible at maturity. Citigroup Global
Markets Holdings Inc. Guaranteed by Citigroup Inc. 2.5 Year Buffer
Securities Linked to SPX Hypothetical Payment at Maturity**
Hypothetical Underlying Return Hypothetical Security Return
Hypothetical Payment at Maturity D 100.00% 36.00% $1,360.00 75.00%
36.00% $1,360.00 50.00% 36.00% $1,360.00 40.00% 36.00% $1,360.00 C
30.00% 36.00% $1,360.00 18.00% 36.00% $1,360.00 5.00% 10.00%
$1,100.00 B 0.00% 0.00% $1,000.00 - 5.00% 0.00% $1,000.00 - 10.00%
0.00% $1,000.00 A - 10.01% - 0.01% $999.90 - 30.00% - 20.00%
$800.00 - 50.00% - 40.00% $600.00 - 100.00% - 90.00% $100.00 B C D
A

Selected Risk Considerations • You may lose a significant portion
of your investment. If the underlying depreciates by more than the
buffer percentage from the initial underlying value to the final
underlying value, you will lose 1% of the stated principal amount
of your securities for every 1% by which that depreciation exceeds
the buffer percentage. • The securities do not pay interest. • Your
potential return on the securities is limited to the maximum return
at maturity. • You will not receive dividends or have any other
rights with respect to the underlying. • Your payment at maturity
depends on the closing value of the underlying 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 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.
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