Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 30 2022 - 09:56AM
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: S&P
500 ® Index (ticker: “SPX”) Pricing date: December 22, 2022
Valuation date: December 22, 2026 Maturity date: December 28, 2026
Return amount: $1,000 × the underlying return × the upside
participation rate Upside participation rate: At least 100.00%*
Final barrier value: 50% of the initial underlying value CUSIP /
ISIN: 17330YRJ1 / US17330YRJ19 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 • If the final
underlying value is less than or equal to the initial underlying
value but greater than or equal to the final barrier value: $1,000
• If the final underlying value is less than the final barrier
value: $1,000 + ($1,000 × the underlying return) If the final
underlying value is less than the 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 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
Barrier Securities Linked to SPX Hypothetical Payment at Maturity**
Hypothetical Underlying Return Hypothetical Security Return
Hypothetical Payment at Maturity 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 - 5.00% 0.00% $1,000.00 - 50.00% 0.00% $1,000.00 A -
50.01% - 50.01% $499.90 - 75.00 % - 75.00 % $250.00 - 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 is less than the
final barrier value, you will lose 1% of the stated principal
amount of your securities for every 1% by which the underlying has
depreciated from the initial underlying value to the final
underlying value. There is no minimum payment at maturity on the
securities, and you may lose up to all of your investment. • The
securities do not pay interest. • 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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