Free Writing Prospectus - Form FWP

Summary of Terms

Issuer and Guarantor:	Citigroup Global Markets Holdings Inc. (issuer) and Citigroup Inc. (guarantor)
Underlyings:	The EURO STOXX 50® Index, the Russell 2000® Index and the Nikkei 225 Index (each referred to as an "underlying," and collectively as the "underlyings")
Pricing Date*:	July 8, 2024
Issue Date*:	July 11, 2024
Stated Principal Amount:	$1,000 per security
Maturity Payment Amount (per security):	· if the ending value of the lowest performing underlying is greater than or equal to its threshold value: $1,000; or · if the ending value of the lowest performing underlying is less than its threshold value: $1,000 × performance factor of the lowest performing underlying)
Coupon Payment:	On each coupon payment date, the securities will pay a coupon at a per annum rate equal to the coupon rate. Each "coupon payment" will be calculated per security as follows: ($1,000 × coupon rate)/4. Any coupon payment will be rounded to the nearest cent, with one-half cent rounded upward.
Coupon Rate:	At least 7.10% per annum (to be determined on the pricing date)
Coupon Payment Dates*:	The 12th day of each January, April, July and October, beginning in October 2024 and ending in July 2029, provided that the July 2029 coupon payment date will be the maturity date
Calculation Day*:	July 9, 2029
Maturity Date*:	July 12, 2029
Performance Factor:	For each underlying, its ending value divided by its starting value
Lowest Performing Underlying:	The underlying with the lowest performance factor
Starting Value:	For each underlying, its closing value on the pricing date
Threshold Value:	For each underlying, 80% of its starting value
Ending Value:	For each underlying, its closing value on the calculation day
Calculation Agent:	Citigroup Global Markets Inc. ("CGMI"), an affiliate of Citigroup Global Markets Holdings Inc.
Denominations:	$1,000 and any integral multiple of $1,000
Agent Discount**:	Up to 3.87%; dealers, including those using the trade name Wells Fargo Advisors ("WFA"), may receive a selling concession of 3.00% and WFA may receive a distribution expense fee of 0.12%.
CUSIP / ISIN:	17332MDK7 / US17332MDK71
United States Federal Tax Considerations:	See the preliminary pricing supplement.
* subject to change ** In addition, CGMI may pay a fee of up to 0.20% to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

Hypothetical Payout Profile (maturity payment amount)***

***excludes coupon payment due at maturity

If the ending value of the lowest performing underlying is less than its threshold value, you will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity.

On the date of the related preliminary pricing supplement, Citigroup Global Markets Holdings Inc. expects that the estimated value of the securities on the pricing date will be at least $900.00 per security, which will be less than the public offering price. The estimated value of the securities is based on CGMI's proprietary pricing models and Citigroup Global Markets Holdings Inc.'s internal funding rate. It is not an indication of actual profit to CGMI or other of Citigroup Global Markets Holdings Inc.'s affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See "Valuation of the Securities" in the accompanying preliminary pricing supplement.

Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/200245/000095010324009675/dp214198_424b2-us2496415d.htm

·	You May Lose Some Or All Of Your Investment.

·	Higher Coupon Rates Are Associated With Greater Risk.

·	The Securities Are Subject To Heightened Risk Because They Have Multiple Underlyings.

·	The Securities Are Subject To The Risks Of Each Of The Underlyings And Will Be Negatively Affected If Any One Underlying Performs Poorly, Regardless Of The Performance Of Any Other Underlying.

·	You Will Not Benefit In Any Way From The Performance Of Any Better Performing Underlying.

·	You Will Be Subject To Risks Relating To The Relationship Between The Underlyings.

·	The Securities Offer Downside Exposure To The Lowest Performing Underlying, But No Upside Exposure To Any Underlying.

·	Your Maturity Payment Amount Depends On The Value Of The Lowest Performing Underlying On A Single Day.

·	The Securities Are Subject To The Credit Risk Of Citigroup Global Markets Holdings Inc. And Citigroup Inc.

·	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, Based On CGMI's Proprietary Pricing Models And Our Internal Funding Rate, Is Less Than The Public Offering Price.

·	The Estimated Value Of The Securities Was Determined For Us By Our Affiliate Using Proprietary Pricing Models.

·	The Estimated Value Of The Securities Would Be Lower If It Were Calculated Based On Wells Fargo's Determination Of The Secondary Market Rate With Respect To Us.

·	The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Any Person May Be Willing To Buy The Securities From You In The Secondary Market.

·	The Value Of The Securities Prior To Maturity Will Fluctuate Based On Many Unpredictable Factors.

·	We Have Been Advised That, Immediately Following Issuance, Any Secondary Market Bid Price Provided By Wells Fargo, And The Value That Will Be Indicated On Any Brokerage Account Statements Prepared By Wells Fargo Or Its Affiliates, Will Reflect A Temporary Upward Adjustment.

·	The EURO STOXX 50® Index and the Nikkei 225 Index Are Subject To Risks Associated With Non-U.S. Markets.

·	The Russell 2000® Index Is Subject To Risks Associated With Small Capitalization Stocks.

·	Our Offering Of The Securities Is Not A Recommendation Of Any Underlying.

·	The Closing Value Of An Underlying May Be Adversely Affected By Our Or Our Affiliates', Or By Wells Fargo And Its Affiliates', Hedging And Other Trading Activities.

·	We And Our Affiliates And Wells Fargo And Its Affiliates May Have Economic Interests That Are Adverse To Yours As A Result Of Our And Their Respective Business Activities.

·	The Calculation Agent, Which Is An Affiliate Of Ours, Will Make Important Determinations With Respect To The Securities.

·	Changes That Affect The Underlyings May Affect The Value Of Your Securities.

·	The Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed.

·	The U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear.

Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed a registration statement (including a related preliminary pricing supplement, an accompanying product supplement, underlying supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission ("SEC") for the offering to which this communication relates. You should read the related preliminary pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus in that registration statement (File Nos. 333-270327 and 333-270327-01) 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 get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, you can request the related preliminary pricing supplement, accompanying product supplement, underlying supplement, prospectus supplement and prospectus by calling toll-free 1-800-831-9146.

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.