Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 30 2022 - 06:05AM
Edgar (US Regulatory)

Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup Inc.
4.75 Year Callable Contingent Coupon Securities Linked to the Worst
Of NDX, RTY and SPX 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. CUSIP / ISIN: 17330YNV8 / US17330YNV82 Initial underlying
value: For each underlying, its closing value on the pricing date
Final underlying value: For each underlying, its closing value on
the final valuation date Underlying return: For each underlying on
any valuation date, (current closing value - initial underlying
value) / initial underlying value Worst performer: On any valuation
date, the underlying with the lowest underlying return Payment at
maturity (if not autocalled): • If the final underlying value of
the worst performer is greater than or equal to its final barrier
value: $1,000 • If the final underlying value of the worst
performer is less than its final barrier value: $1,000 + ($1,000 п
the underlying return of the worst performer on the final valuation
date) Pricing supplement: Preliminary Pricing Supplement dated
November 29, 2022 * The actual contingent coupon rate will be
determined on the pricing date. ** The hypotheticals assume that
the contingent coupon will be set at the lowest value indicated in
this offering summary. *** Assumes the securities have not been
previously redeemed on any interim valuation date Hypothetical
Interim Payment per Security ** Hypothetical Worst Underlying
Return on Interim Valuation Date Hypothetical Payment for Interim
Valuation Date *** 1 0 0 .0 0 % 50.00% $ 2 5 .00 $ 2 5 .00
Underlyings: The Nasdaq - 100 Index ® (ticker: “NDX”), the Russell
2000 ® Index (ticker: “RTY”) and the S&P 500 ® Index (ticker:
“SPX”) 25 .0 0 % $ 2 5 .00 Pricing date: December 21, 2022
Valuation dates: Quarterly 0 . 0 0% $ 2 5 .00 Maturity date:
September 24, 2027 - 30 .0 0 % $ 2 5 .00 Contingent coupon: 10.00%
to 12.00% per annum*, paid quarterly only if the closing value of
the worst performer is greater than or equal to its coupon barrier
value on the related valuation date. You are not assured of
receiving any contingent coupon. - 30.01% $0 .00 Coupon barrier
value: 70.00% of its initial underlying value, for each underlying
- 50.00 % $0 .00 Final barrier value: Redemption: 70.00% of its
initial underlying value, for each underlying We may call the
securities, in whole and not in part, for mandatory redemption on
any potential - 75.00 % $0 .00 redemption date upon not less than
three business days' notice - 100.00 % $0 .00 Potential redemption
dates: Quarterly on valuation dates beginning after one year
Hypothetical Payment at Maturity per Security Assumes the
securities have not been redeemed prior to maturity and does not
include the final contingent coupon payment, if any Hypothetical
Worst Underlying Return on Final Valuation Date Hypothetical
Payment at Maturity 1 0 0 .0 0 % 50.00% 25.00% $1,000.00 $1,000.00
$1,000.00 If the securities are not redeemed prior to maturity and
the final underlying value of the worst performer on the final
valuation date 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, and you 0.00% $1 ,0
00 .00 will not receive any contingent coupon payment at maturity.
- 30.00% $1 ,0 00 .00 All payments on the securities are subject to
the credit risk of Citigroup Global Markets Holdings Inc. - 30.01%
$ 6 99 . 90 and Citigroup Inc. Stated principal amount: $1,000 per
security - 50.00% $ 5 00 . 00 - 75.00% - 100.00% $ 2 50 . 00
$0.00

Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup Inc.
Selected Risk Considerations • You may lose a significant portion
or all of your investment. Unlike conventional debt securities, the
securities do not provide for the repayment of the stated principal
amount at maturity in all circumstances. If the securities are not
redeemed prior to maturity, your payment at maturity will depend on
the final underlying value of the worst performer on the final
valuation date. If the final underlying value of the worst
performer on the final valuation date 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 on the
final valuation date has declined from its initial underlying
value. There is no minimum payment at maturity on the securities,
and you may lose up to all of your investment. • You will not
receive any contingent coupon following any valuation date on which
the closing value of the worst performer on that valuation date is
less than its coupon barrier value. • We may redeem the securities
at our option, which will limit your ability to receive the
contingent coupon payments. • The return on the securities depends
solely on the performance of the worst performer. As a result, the
securities are subject to the risks of each of the underlyings and
will be negatively affected if any one performs poorly. • You will
be subject to risks relating to the relationship among the
underlyings. The less correlated the underlyings, the more likely
it is that any one of the underlyings will perform poorly over the
term of the securities. All that is necessary for the securities to
perform poorly is for one of the underlyings to perform poorly. •
The securities offer downside exposure, but no upside exposure, to
the underlyings. • The securities are particularly sensitive to the
volatility of the closing values of the underlyings on or near the
valuation dates. • The securities are unsecured debt securities and
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.
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