Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
25 Januar 2023 - 09:43PM
Edgar (US Regulatory)

$0
$200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 $2,000 -100%
-75% -50% -25% 0% 25% 50% 75% 100% Payment at Maturity Underlying
Return The Underlying The Securities 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 Dynamic Asset Selector 5
Excess Return Index (Ticker: CIISDA5N) Pricing date: February 23,
2023 Valuation dates: February 23, 2024 , February 24, 2025 ,
February 23 , 2026, February 23 , 2027 and February 23 , 2028 (the
“final valuation date”) Maturity date: February 28, 2028 Automatic
early redemption: If on any valuation date prior to the final
valuation date the closing level of the index is greater than or
equal to the initial index level , the securities will be
automatically redeemed for $1,000 plus the applicable premium
Premium: 6.50% times the number of years having elapsed* CUSIP /
ISIN: 17331CDP9 / US17331CDP95 Initial index level: The closing
level of the index on the pricing date Final index level: The
closing level of the index on the final v aluation date Index
return : (final index level - initial index level) / initial index
level Return amount: • If the final index level is greater than the
initial index level: $1,000 × index return × upside participation
rate • If the final index level is less than or equal to the
initial index level: $0 Upside participation rate: 100% Payment at
maturity (if not autocalled): $1,000 + return amount (if any) If
the securities are not automatically redeemed prior to maturity and
the final index level is less than or equal to the initial index
level, you will be repaid your stated principal amount at maturity
but will not receive any premium or return amount. 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 January 25, 2023 * The actual premium will be
determined on the pricing date. Citigroup Global Markets Holdings
Inc. Guaranteed by Citigroup Inc. 5 Year Autocallable Citi Dynamic
Asset Selector 5 Excess Return Index Securities Valuation Date on
which Index Exceeds Initial Index Level Premium Hypothetical
Payment at Early Redemption Year 1 6.50% $1,065.00 Year 2 13.00%
$1,130.00 Year 3 19.50% $1,195.00 Year 4 26.00% $1,260.00 ** This
hypothetical table assumes that the premium will be set at the
minimum value indicated in this offering summary. If the closing
level of the Index is not greater than or equal to the initial
index level on any valuation date prior to the final valuation
date, then the securities will not be automatically redeemed prior
to maturity and you will not receive a premium. Hypothetical
Payment at Early Redemption** Hypothetical Payment at Maturity***
*** If not automatically redeemed prior to maturity

Key
Features of the Index • Created by Citigroup Global Markets Limited
and launched on June 13, 2016. • Tracks the hypothetical
performance of a rules - based investment methodology that, on each
Index Business Day, seeks to identify current U.S. equity market
conditions as falling within one of four possible “Market Regimes”
based on trend and volatility Signals. Depending on the identified
Market Regime, Index exposure is allocated to one of three possible
hypothetical investment “Portfolios”, each consisting of varying
degrees of exposure to the following two “Constituents”:
Constituent Underlying Futures Contract Reference Asset S&P 500
Futures Excess Return Index (“U.S. Equity Futures Constituent”) E -
mini S&P 500 Futures S&P 500 Index S&P 10 - Year U.S.
Treasury Note Futures Excess Return Index (“U.S. Treasury Futures
Constituent”) 10 - Year U.S. Treasury Note Futures 10 - Year U.S.
Treasury Notes • Each Constituent tracks a hypothetical investment,
rolled quarterly, in the nearest - to - expiration futures contract
on the Reference Asset indicated in the table above. • The Index
relies on backward - looking trend and volatility Signals to
determine which Market Regime is currently in effect and, in turn,
which Portfolio to track until there is a change in the Market
Regime (the Portfolio tracked at any time referred to as the
“Selected Portfolio”). • On each Index Business Day, the Index
calculates: • Trend Signal : The trend of the performance of the
U.S. Equity Futures Constituent over a look - back period of 21
Index Business Days (approximately one month), measured by a linear
regression methodology. The Trend Signal will be either “upward” or
“downward”. • Volatility Signal : The realized volatility of the
U.S. Equity Futures Constituent over a lookback period of 63 Index
Business Days (approximately three months). • The following table
indicates the Market Regime that will be identified for each
possible combination of Signals and, for each Market Regime, the
corresponding Portfolio that will be selected as the Selected
Portfolio to be tracked until the next change in Market Regime.
Signals Market Regime Selected Portfolio Trend Signal: Upward
Volatility Signal: ≤ 15% Stable - Trending Up Equity - Focused
Portfolio » U.S. Equity Futures Constituent: 66.66% » U.S. Treasury
Futures Constituent: 33.33% Trend Signal: Upward Volatility Signal:
> 15% Unstable - Trending Up Intermediate Portfolio » U.S.
Equity Futures Constituent: 33.33% » U.S. Treasury Futures
Constituent: 66.66% Trend Signal: Downward Volatility Signal: ≤ 15%
Stable - Trending Down Trend Signal: Downward Volatility Signal:
> 15% Unstable - Trending Down Treasury Portfolio » U.S. Equity
Futures Constituent: 0.00% » U.S. Treasury Futures Constituent:
100.00% • If the Trend Signal fails to meet a test of statistical
significance, then a change in Market Regime will not occur and the
Selected Portfolio will not change, even if the Signals otherwise
call for a change. • Index fee of 0.85% per annum is deducted daily
from Index performance. • “Volatility target” feature may reduce
Index exposure to Selected Portfolio if and as necessary to
maintain a 21 - day realized volatility ≤ 5%. If the Index exposure
to the Selected Portfolio is less than 100%, the difference will be
hypothetically allocated to cash (accruing no interest). Selected
Risks • You may not receive any return on your investment in the
securities . • The term of the securities may be as short as one
year . • 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
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 a trend - following index and is subject to the
limitations inherent in all trend - following methodologies,
including the fact that past performance is no guarantee of future
performance. Furthermore, the Index’s trend - following methodology
may be unsuccessful even if past trends do prove to be indicative
of future performance, because the Trend Signal may not accurately
capture the trend or the Index may not change its Selected
Portfolio quickly enough in response to changes in the Market
Regime. • Each Constituent is a futures - based index and is
therefore expected to reflect the implicit cost of a financed
position in its Reference Asset. This implicit financing cost will
adversely affect the level of each Constituent and cause each
Constituent to underperform its Reference Asset. Any increase in
market interest rates will be expected to increase this implicit
financing cost and will further adversely affect the performance of
the Constituents and, therefore, the performance of the Index. •
The Index rules limit the exposure the Index may have to the U.S.
Equity Futures Constituent and, as a result, the Index is likely to
significantly underperform equities in rising equity markets. • The
Index will have significant exposure to the U.S. Treasury Futures
Constituent, which has limited return potential and significant
downside potential, particularly in times of rising interest rates.
• The volatility - targeting feature significantly reduces the
potential for Index gains. At any time when the Index has less than
100% exposure to the Selected Portfolio, the Index will participate
in only a limited degree of the performance of the Selected
Portfolio. • The Index’s allocation methodology may not be
successful if the U.S. Equity Futures Constituent and the U.S.
Treasury Futures Constituent decline at the same time. • The Index
may fail to maintain its volatility target. Because there is a time
lag inherent in the Index’s volatility targeting feature, the Index
may retain significant exposure to the U.S. Equity Futures
Constituent long after a period of heightened volatility has begun,
which may result in significant Index declines. • The performance
of the Index will be reduced by an index fee. • The Index was
launched on June 13, 2016 and, therefore, has a limited performance
history. • The Index follows fixed rules and will not be actively
managed. 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.

Citigroup Global Markets Holdings Inc. Guaranteed by Citigroup Inc.
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.
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