Home Alternative Investments Form 424B2 CITIGROUP INC

Form 424B2 CITIGROUP INC

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The information in this preliminary
pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities
and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, underlying supplement, prospectus
supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any
state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 20,
2022

Citigroup Global Markets Holdings Inc.

May , 2022

Medium-Term Senior Notes, Series
N

Pricing Supplement No. 2022-USNCH[
]

Filed Pursuant to Rule 424(b)(2)

Registration Statement Nos. 333-255302
and 333-255302-03

Market-Linked Notes Linked to the S&P 500®
Index Due May 31, 2024

▪ The notes offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed
by Citigroup Inc. Unlike conventional debt securities, the notes do not pay interest. Instead, the notes offer the potential for a return
at maturity based on the performance of the underlying specified below from the initial underlying value to the final underlying value.
▪ If the underlying appreciates from the initial underlying value to the final underlying value, you will receive a positive return
at maturity equal to that appreciation multiplied by the upside participation rate, subject to the maximum return at maturity specified
below. However, if the underlying remains the same or depreciates from the initial underlying value to the final underlying value, you
will be repaid the stated principal amount of your notes at maturity but will not receive any return on your investment. Even if the underlying
appreciates from the initial underlying value to the final underlying value, so that you do receive a positive return at maturity, there
is no assurance that your total return at maturity on the notes will compensate you for the effects of inflation or be as great as the
yield you could have achieved on a conventional debt security of ours of comparable maturity.
▪ In exchange for the possibility of a positive return at maturity based on the performance of the underlying and repayment of the principal
amount even if the underlying depreciates, investors in the notes must be willing to forgo (i) any return on the notes in excess of the
maximum return at maturity and (ii) dividends with respect to the underlying. If the underlying does not appreciate from the initial
underlying value to the final underlying value, you will not receive any return on your investment in the notes.
▪ In order to obtain the modified exposure to the underlying that the notes provide, investors must be willing to accept (i) an investment
that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the notes if we and Citigroup Inc. default
on our obligations. All payments on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup
Inc.
KEY TERMS
Issuer: Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee: All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.
Underlying: The S&P 500® Index
Stated principal amount: $1,000 per note
Pricing date: May 27, 2022
Issue date: June 2, 2022
Valuation date: May 28, 2024, subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
Maturity date: May 31, 2024
Payment at maturity:

You will receive at maturity for each note you then hold:

·       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:

$1,000

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
Return amount: $1,000 × the underlying return × the upside participation rate
Upside participation rate: 100.00%
Underlying return: (i) The final underlying value minus the initial underlying value, divided by (ii) the initial underlying value
Maximum return at maturity: The maximum return at maturity will be determined on the pricing date and will be at least $125.50 per security (at least 12.55% of the stated principal amount). The payment at maturity per note will not exceed the stated principal amount plus the maximum return at maturity.
Listing: The notes will not be listed on any securities exchange
CUSIP / ISIN: 17330FTM3 / US17330FTM31
Underwriter: Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
Underwriting fee and issue price: Issue price(1) Underwriting fee(2) Proceeds to issuer(3)
Per note: $1,000.00 $4.50 $995.50
Total: $ $ $

(1) Citigroup Global Markets Holdings
Inc. currently expects that the estimated value of the notes on the pricing date will be at least $890.00 per note, which will be less
than the issue price. The estimated value of the notes is based on CGMI’s proprietary pricing models and our internal funding rate.
It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI
or any other person may be willing to buy the notes from you at any time after issuance. See “Valuation of the Notes” in
this pricing supplement.

(2) CGMI will receive an underwriting
fee of up to $4.50 for each note sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect
to the actual total underwriting fee. For more information on the distribution of the notes, see “Supplemental Plan of Distribution”
in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related
to this offering, even if the value of the notes declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.

(3) The per note proceeds to issuer indicated
above represent the minimum per note proceeds to issuer for any note, assuming the maximum per note underwriting fee. As noted above,
the underwriting fee is variable.

Investing in the notes involves risks
not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-4.

Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.

You should read this pricing supplement together
with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks
below:

Product Supplement No. EA-03-08 dated May 11, 2021                 Underlying Supplement No. 10 dated May 11, 2021
Prospectus Supplement and Prospectus each dated May 11, 2021

The notes are not bank deposits and are not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed
by, a bank.

Citigroup Global Markets Holdings Inc.
 

Additional Information

 

The terms of the notes are set forth in the accompanying product supplement,
prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement
and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, the accompanying product supplement
contains important information about how the closing value of the underlying will be determined and about adjustments that may be made
to the terms of the notes upon the occurrence of market disruption events and other specified events with respect to the underlying. The
accompanying underlying supplement contains information about the underlying that is not repeated in this pricing supplement. It is important
that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing
supplement in deciding whether to invest in the notes. Certain terms used but not defined in this pricing supplement are defined in the
accompanying product supplement.

 

Payout Diagram

 

The diagram below illustrates your payment at maturity for a range of
hypothetical underlying returns. The diagram assumes that the maximum return at maturity will be set at the lowest value indicated on
the cover page of this pricing supplement. The actual maximum return at maturity will be determined on the pricing date.

 

Investors in the notes will not receive any dividends with respect
to the underlying. The diagram and examples below do not show any effect of lost dividend yield over the term of the notes.
See “Summary
Risk Factors—You will not receive dividends or have any other rights with respect to the underlying” below.

 

Payout Diagram
n The Notes n The Underlying
Citigroup Global Markets Holdings Inc.
 

Hypothetical Examples

 

The examples below illustrate how to determine the payment at maturity
on the notes, assuming the various hypothetical final underlying values indicated below. The examples are solely for illustrative purposes,
do not show all possible outcomes and are not a prediction of what the actual payment at maturity on the notes will be. The actual payment
at maturity will depend on the actual final underlying value.

 

The examples below are based on a hypothetical initial underlying value
of 100.00 and do not reflect the actual initial underlying value. For the actual initial underlying value, see the cover page of this
pricing supplement. We have used this hypothetical value, rather than the actual value, to simplify the calculations and aid understanding
of how the notes work. However, you should understand that the actual payment at maturity on the notes will be calculated based on the
actual initial underlying value, and not this hypothetical value. For ease of analysis, figures below have been rounded. The examples
below assume that the maximum return at maturity will be set at the lowest value indicated on the cover page of this pricing supplement.
The actual maximum return at maturity will be determined on the pricing date.

 

Example 1—Upside Scenario A. The final underlying value
is 105.00, resulting in a 5.00% underlying return. In this example, the final underlying value is greater than the initial underlying
value.

 

Payment at maturity per note = $1,000 + the return amount, subject to
the maximum return at maturity

 

= $1,000 + ($1,000 × the underlying return × the upside
participation rate), subject to the maximum return at maturity

 

= $1,000 + ($1,000 × 5.00% × 100.00%), subject to the maximum
return at maturity

 

= $1,000 + $50.00, subject to the maximum return at maturity

 

= $1,050.00

 

In this scenario, the underlying has appreciated from the initial underlying
value to the final underlying value, and your total return at maturity would equal the underlying return multiplied by the upside
participation rate.

 

Example 2—Upside Scenario B. The final underlying value
is 150.00, resulting in a 50.00% underlying return. In this example, the final underlying value is greater than the initial underlying
value.

 

Payment at maturity per note = $1,000 + the return amount, subject to
the maximum return at maturity

 

= $1,000 + ($1,000 × the underlying return × the upside
participation rate), subject to the maximum return at maturity

 

= $1,000 + ($1,000 × 50.00% × 100.00%), subject to the maximum
return at maturity

 

= $1,000 + $500.00, subject to the maximum return at maturity

 

= $1,125.50

 

In this scenario, the underlying has appreciated from the initial underlying
value to the final underlying value, but the underlying return multiplied by the upside participation rate would exceed the maximum
return at maturity. As a result, your total return at maturity in this scenario would be limited to the maximum return at maturity, and
an investment in the notes would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the
underlying without a maximum return.

 

Example 3—Par Scenario. The final underlying value is 90.00,
resulting in a -10.00% underlying return.

 

Payment at maturity per note = $1,000

 

In this scenario, the underlying has depreciated from the initial underlying
value to the final underlying value. As a result, your payment at maturity per note would equal the $1,000 stated principal amount per
note and you would not receive any positive return on your investment.

 

Citigroup Global Markets Holdings Inc.
 

Summary Risk Factors

 

An investment in the notes is significantly riskier than an investment
in conventional debt securities. The notes are subject to all of the risks associated with an investment in our conventional debt securities
(guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the notes, and are
also subject to risks associated with the underlying. Accordingly, the notes are suitable only for investors who are capable of understanding
the complexities and risks of the notes. You should consult your own financial, tax and legal advisors as to the risks of an investment
in the notes and the suitability of the notes in light of your particular circumstances.

 

The following is a summary of certain key risk factors for investors
in the notes. You should read this summary together with the more detailed description of risks relating to an investment in the notes
contained in the section “Risk Factors Relating to the Notes” beginning on page EA-6 in the accompanying product supplement.
You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated by
reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

 

§ You may not receive any return on your investment in the notes. You will receive a positive return on your investment in the
notes only if the underlying appreciates from the initial underlying value to the final underlying value. If the final underlying value
is equal to or less than the initial underlying value, you will receive only the stated principal amount of $1,000 for each note you hold
at maturity. As the notes do not pay any interest, even if the underlying appreciates from the initial underlying value to the final underlying
value, there is no assurance that your total return at maturity on the notes will be as great as could have been achieved on conventional
debt securities of ours of comparable maturity.

 

§ Although the notes provide for the repayment of the stated principal amount at maturity, you may nevertheless suffer a loss on
your investment in real value terms if the underlying declines or does not appreciate sufficiently from the initial underlying value to
the final underlying value.
This is because inflation may cause the real value of the stated principal amount to be less at maturity
than it is at the time you invest, and because an investment in the notes represents a forgone opportunity to invest in an alternative
asset that does generate a positive real return. This potential loss in real value terms is significant given the term of the notes. You
should carefully consider whether an investment that may not provide for any return on your investment, or may provide a return that is
lower than the return on alternative investments, is appropriate for you.

 

§ Your potential return on the notes is limited. Your potential total return on the notes at maturity is limited to the maximum
return at maturity, even if the underlying appreciates by significantly more than the maximum return at maturity. If the underlying appreciates
by more than the maximum return at maturity, the notes will underperform an alternative investment providing 1-to-1 exposure to the performance
of the underlying. When lost dividends are taken into account, the notes may underperform an alternative investment providing 1-to-1 exposure
to the performance of the underlying even if the underlying appreciates by less than the maximum return at maturity.

 

§ The notes do not pay interest. Unlike conventional debt securities, the notes do not pay interest or any other amounts prior
to maturity. You should not invest in the notes if you seek current income during the term of the notes.

 

§ You will not receive dividends or have any other rights with respect to the underlying. You will not receive any dividends
with respect to the underlying. This lost dividend yield may be significant over the term of the notes. The payment scenarios described
in this pricing supplement do not show any effect of such lost dividend yield over the term of the notes. In addition, you will not have
voting rights or any other rights with respect to the underlying or the stocks included in the underlying.

 

§ Your payment at maturity depends on the closing value of the underlying on a single day. Because your payment at maturity depends
on the closing value of the underlying solely on the valuation date, you are subject to the risk that the closing value of the underlying
on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the notes. If you had invested
in another instrument linked to the underlying that you could sell for full value at a time selected by you, or if the payment at maturity
were based on an average of closing values of the underlying, you might have achieved better returns.

 

§ The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on our
obligations under the notes and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the
notes.

 

§ The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The notes will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. CGMI currently intends
to make a secondary market in relation to the notes and to provide an indicative bid price for the notes on a daily basis. Any indicative
bid price for the notes provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions
and other relevant factors, and will not be a representation by CGMI that the notes can be sold at that price, or at all. CGMI may suspend
or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates
making a market, there may be no secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that
is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity.

 

§ Sale of the notes prior to maturity may result in a loss of principal. You will be entitled to receive at least the full stated
principal amount of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., only if you hold
the notes to maturity. The value of the notes may fluctuate during the term of the notes, and if you are able to sell your notes prior
to maturity, you may receive less than the full stated principal amount of your notes.

 

§ The estimated value of the notes on the pricing date, based on CGMI’s proprietary pricing models and our internal funding
rate, is less than the issue price.
The difference is attributable to certain costs associated with selling, structuring and hedging
the notes that are included in the issue price. These costs include (i) any selling concessions or other fees paid in connection with
the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the notes
and (iii) the expected profit

 

Citigroup Global Markets Holdings Inc.
 

(which may be more or less than actual profit)
to CGMI or other of our affiliates in connection with hedging our obligations under the notes. These costs adversely affect the economic
terms of the notes because, if they were lower, the economic terms of the notes would be more favorable to you. The economic terms of
the notes are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to
price the notes. See “The estimated value of the notes would be lower if it were calculated based on our secondary market rate”
below.

 

§ The estimated value of the notes was determined for us by our affiliate using proprietary pricing models. CGMI derived the
estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made
discretionary judgments about the inputs to its models, such as the volatility of the closing value of the underlying, the dividend yield
on the underlying and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter
in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and
therefore not an accurate reflection of the value of the notes. Moreover, the estimated value of the notes set forth on the cover page
of this pricing supplement may differ from the value that we or our affiliates may determine for the notes for other purposes, including
for accounting purposes. You should not invest in the notes because of the estimated value of the notes. Instead, you should be willing
to hold the notes to maturity irrespective of the initial estimated value.

 

§ The estimated value of the notes would be lower if it were calculated based on our secondary market rate. The estimated value
of the notes included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing
to borrow funds through the issuance of the notes. Our internal funding rate is generally lower than our secondary market rate, which
is the rate that CGMI will use in determining the value of the notes for purposes of any purchases of the notes from you in the secondary
market. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding
rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the notes, which
are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal
funding rate is not an interest rate that is payable on the notes.

 

Because there is not an active market for traded instruments
referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments
referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the notes, but subject
to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our
creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted for discretionary
factors such as CGMI’s preferences with respect to purchasing the notes prior to maturity.

 

§ The estimated value of the notes is not an indication of the price, if any, at which CGMI or any other person may be willing to
buy the notes from you in the secondary market.
Any such secondary market price will fluctuate over the term of the notes based on
the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement,
any value of the notes determined for purposes of a secondary market transaction will be based on our secondary market rate, which will
likely result in a lower value for the notes than if our internal funding rate were used. In addition, any secondary market price for
the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the notes to be purchased
in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any
secondary market price for the notes will be less than the issue price.

 

§ The value of the notes prior to maturity will fluctuate based on many unpredictable factors. The value of your notes prior
to maturity will fluctuate based on the closing value of the underlying, the volatility of the closing value of the underlying, the dividend
yield on the underlying, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness,
as reflected in our secondary market rate, among other factors described under “Risk Factors Relating to the Notes—Risk Factors
Relating to All Notes—The value of your notes prior to maturity will fluctuate based on many unpredictable factors” in the
accompanying product supplement. Changes in the closing value of the underlying may not result in a comparable change in the value of
your notes. You should understand that the value of your notes at any time prior to maturity may be significantly less than the issue
price.

 

§ Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage
account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.
The amount of this temporary upward
adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Notes” in this pricing
supplement.

 

§ Our offering of the notes is not a recommendation of the underlying. The fact that we are offering the notes does not mean
that we believe that investing in an instrument linked to the underlying is likely to achieve favorable returns. In fact, as we are part
of a global financial institution, our affiliates may have positions (including short positions) in the underlying or in instruments related
to the underlying, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlying.
These and other activities of our affiliates may affect the closing value of the underlying in a way that negatively affects the value
of and your return on the notes.

 

§ The closing value of the underlying may be adversely affected by our or our affiliates’ hedging and other trading activities.
We expect to hedge our obligations under the notes through CGMI or other of our affiliates, who may take positions in the underlying or
in financial instruments related to the underlying and may adjust such positions during the term of the notes. Our affiliates also take
positions in the underlying or in financial instruments related to the underlying on a regular basis (taking long or short positions or
both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities
could affect the closing value of the underlying in a way that negatively affects the value of and your return on the notes. They could
also result in substantial returns for us or our affiliates while the value of the notes declines.

 

§ We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.
Our affiliates engage in business activities with a wide range of companies. These activities include extending loans, making and facilitating

 

Citigroup Global Markets Holdings Inc.
 

investments, underwriting notes offerings
and providing advisory services. These activities could involve or affect the underlying in a way that negatively affects the value of
and your return on the notes. They could also result in substantial returns for us or our affiliates while the value of the notes declines.
In addition, in the course of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.

 

§ The calculation agent, which is an affiliate of ours, will make important determinations with respect to the notes. If certain
events occur during the term of the notes, such as market disruption events and other events with respect to the underlying, CGMI, as
calculation agent, will be required to make discretionary judgments that could significantly affect your return on the notes. In making
these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the
notes. See “Risk Factors Relating to the Notes—Risk Factors Relating to All Notes—The calculation agent, which is an
affiliate of ours, will make important determinations with respect to the notes” in the accompanying product supplement.

 

§ Changes that affect the underlying may affect the value of your notes. The sponsor of the underlying may at any time make methodological
changes or other changes in the manner in which it operates that could affect the value of the underlying. We are not affiliated with
the underlying sponsor and, accordingly, we have no control over any changes such sponsor may make. Such changes could adversely affect
the performance of the underlying and the value of and your return on the notes.

 

Citigroup Global Markets Holdings Inc.
 

Information About the S&P 500® Index

 

The S&P 500®
Index consists of common stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the
U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500® Index is reported
by Bloomberg L.P. under the ticker symbol “SPX.”

 

“Standard & Poor’s,”
“S&P” and “S&P 500®” are trademarks of Standard & Poor’s Financial Services LLC
and have been licensed for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—The
S&P U.S. Indices—License Agreement” in the accompanying underlying supplement.

 

Please refer to the section “Equity Index Descriptions—The
S&P U.S. Indices—The S&P 500® Index” in the accompanying underlying supplement for important disclosures
regarding the S&P 500® Index.

 

Historical Information

 

The closing value of the S&P 500® Index on May 18,
2022 was 3,923.68.

 

The graph below shows the closing value of the S&P 500®
Index for each day such value was available from January 3, 2012 to May 18, 2022. We obtained the closing values from Bloomberg L.P.,
without independent verification. You should not take historical closing values as an indication of future performance.

 

S&P 500® Index – Historical Closing Values
January 3, 2012 to May 18, 2022
Citigroup Global Markets Holdings Inc.
 

United States Federal Income Tax Considerations

 

In the opinion of our counsel, Davis Polk & Wardwell LLP, which
is based on current market conditions, the notes should be treated as “contingent payment debt instruments” for U.S. federal
income tax purposes, as described in the section of the accompanying product supplement called “United States Federal Tax Considerations—Tax
Consequences to U.S. Holders—Notes Treated as Contingent Payment Debt Instruments,” and the remaining discussion is based
on this treatment.

 

If you are a U.S. Holder (as defined in the accompanying product supplement),
you will be required to recognize interest income during the term of the notes at the “comparable yield,” which generally
is the yield at which we could issue a fixed-rate debt instrument with terms similar to those of the notes, including the level of subordination,
term, timing of payments and general market conditions, but excluding any adjustments for the riskiness of the contingencies or the liquidity
of the notes. We are required to construct a “projected payment schedule” in respect of the notes representing a payment the
amount and timing of which would produce a yield to maturity on the notes equal to the comparable yield. Assuming you hold the notes until
their maturity, the amount of interest you include in income based on the comparable yield in the taxable year in which the notes mature
will be adjusted upward or downward to reflect the difference, if any, between the actual and projected payment on the notes at maturity
as determined under the projected payment schedule. However, special rules may apply if the payment at maturity on the notes is treated
as becoming fixed prior to maturity. See “United States Federal Tax Considerations—Tax Consequences to U.S. Holders—Notes
Treated as Contingent Payment Debt Instruments” in the accompanying product supplement for a more detailed discussion of the special
rules.

 

Upon the sale, exchange or retirement of the notes prior to maturity,
you generally will recognize gain or loss equal to the difference between the proceeds received and your adjusted tax basis in the notes.
Your adjusted tax basis will equal your purchase price for the notes, increased by interest previously included in income on the notes.
Any gain generally will be treated as ordinary income, and any loss generally will be treated as ordinary loss to the extent of prior
interest inclusions on the note and as capital loss thereafter.

 

We have determined that the comparable yield for a note is a rate of     %,
compounded semi-annually, and that the projected payment schedule with respect to a note consists of a single payment of $     
at maturity.

 

Neither the comparable yield nor the projected payment schedule constitutes
a representation by us regarding the actual amount that we will pay on the notes.

 

Non-U.S. Holders. Subject to the discussions below regarding
Section 871(m) and in “United States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders” and “—FATCA”
in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying product supplement) of the notes,
under current law you generally will not be subject to U.S. federal withholding or income tax in respect of any payment on or any amount
received on the sale, exchange or retirement of the notes, provided that (i) income in respect of the notes is not effectively connected
with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements. See
“United States Federal Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying product supplement
for a more detailed discussion of the rules applicable to Non-U.S. Holders of the notes.

 

As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders—Dividend Equivalents Under Section 871(m) of the Code” in the accompanying product supplement,
Section 871(m) of the Internal Revenue Code of 1986, as amended and Treasury regulations promulgated thereunder (“Section 871(m)”)
generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial
instruments linked to U.S. equities (“U.S. Underlying Securities”) or indices that include U.S. Underlying Securities. Section
871(m) generally applies to instruments that substantially replicate the economic performance of one or more U.S. Underlying Securities,
as determined based on tests set forth in the applicable Treasury regulations. However, the regulations, as modified by an Internal Revenue
Service (“IRS”) notice, exempt financial instruments issued prior to January 1, 2023 that do not have a “delta”
of one. Based on the terms of the notes and representations provided by us as of the date of this preliminary pricing supplement, our
counsel is of the opinion that the notes should not be treated as transactions that have a “delta” of one within the meaning
of the regulations with respect to any U.S. Underlying Security and, therefore, should not be subject to withholding tax under Section
871(m). However, the final determination regarding the treatment of the notes under Section 871(m) will be made as of the pricing date
for the notes, and it is possible that the notes will be subject to withholding under Section 871(m) based on the circumstances as of
that date.

 

A determination that the notes are not subject to Section 871(m) is
not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application may depend
on your particular circumstances, including your other transactions. You should consult your tax adviser regarding the potential application
of Section 871(m) to the notes.

 

If withholding tax applies to the notes, we will not be required to
pay any additional amounts with respect to amounts withheld.

 

You should read the section entitled “United States Federal
Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that section,
constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing
of the notes.

 

You should also consult your tax adviser regarding all aspects of
the U.S. federal tax consequences of an investment in the notes and any tax consequences arising under the laws of any state, local or
non-U.S. taxing jurisdiction.

 

Citigroup Global Markets Holdings Inc.
 

Supplemental Plan of Distribution

 

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to $4.50 for each note sold in
this offering. The actual underwriting fee will be equal to the selling concession provided to selected dealers, as described in this
paragraph. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a variable selling concession of up to
$4.50 for each note they sell.

 

See “Plan of Distribution; Conflicts of Interest” in the
accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus
for additional information.

 

Valuation of the Notes

 

CGMI calculated the estimated value of the notes set forth on the cover
page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated value
for the notes by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the notes,
which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying the economic
terms of the notes (the “derivative component”). CGMI calculated the estimated value of the bond component using a discount
rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing
model, which generated a theoretical price for the instruments that constitute the derivative component based on various inputs, including
the factors described under “Summary Risk Factors—The value of the notes prior to maturity will fluctuate based on many unpredictable
factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable
or may be based on assumptions made by CGMI in its discretionary judgment.

 

The estimated value of the notes is a function of the terms of the notes
and the inputs to CGMI’s proprietary pricing models. As of the date of this preliminary pricing supplement, it is uncertain what
the estimated value of the notes will be on the pricing date because certain terms of the notes have not yet been fixed and because it
is uncertain what the values of the inputs to CGMI’s proprietary pricing models will be on the pricing date.

 

For a period of approximately three months following issuance of the
notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the
notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial
information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary
upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes.
The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month temporary adjustment
period. However, CGMI is not obligated to buy the notes from investors at any time. See “Summary Risk Factors—The notes will
not be listed on any securities exchange and you may not be able to sell them prior to maturity.”

 

Contact

 

Clients may contact their local brokerage representative. Third-party
distributors may contact Citi Structured Investment Sales at (212) 723-7005.

 

© 2022 Citigroup Global Markets Inc. All rights reserved. Citi
and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the
world.

 

 

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