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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 JUNE 17,
2022

Citigroup Global Markets Holdings Inc.

June , 2022

Medium-Term Senior Notes, Series
N

Pricing Supplement No. 2022-USNCH12773

Filed Pursuant to Rule 424(b)(2)

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

Callable Contingent Coupon Equity Linked Securities
Linked to the Worst Performing of the Nasdaq-100 Index® , the Russell 2000® Index and the S&P 500®
Index Due June 27, 2024

▪ The securities offered by this pricing supplement are unsecured
debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential
for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than
the yield on our conventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing
to accept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity because
you may not receive one or more, or any, contingent coupon payments, and (ii) the value of what you receive at maturity may be significantly
less than the stated principal amount of your securities, and may be zero. Each of these risks will depend solely on the performance
of the worst performing of the underlyings specified below.
▪ We have the right to call the securities for mandatory redemption
on any potential redemption date specified below.
▪ You will be subject to risks associated with each of
the underlyings and will be negatively affected by adverse movements in any one of the underlyings. Although you will have downside
exposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation
of any underlying.
▪ Investors in the securities must be willing to accept (i) an
investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under the securities if we and Citigroup
Inc. default on our obligations. All payments on the securities 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 securities are fully and unconditionally guaranteed by Citigroup Inc.
Underlyings: Underlying Initial underlying value* Coupon barrier value** Final barrier value**
  Nasdaq-100 Index®
  Russell 2000® Index
  S&P 500® Index
 

*For each underlying, its closing value on the pricing date

**For each underlying, 70.00% of its initial underlying value

Stated principal amount: $1,000 per security
Pricing date: June 24, 2022
Issue date: June 29, 2022
Valuation dates: July 25, 2022, August 24, 2022, September 26, 2022, October 24, 2022, November 25, 2022, December 27, 2022, January 24, 2023, February 24, 2023, March 24, 2023, April 24, 2023, May 24, 2023, June 26, 2023, July 24, 2023, August 24, 2023, September 25, 2023, October 24, 2023, November 24, 2023, December 26, 2023, January 24, 2024, February 26, 2024, March 25, 2024, April 24, 2024, May 24, 2024 and June 24, 2024 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
Maturity date: Unless earlier redeemed, June 27, 2024
Contingent coupon payment dates: The third business day after each valuation date, except that the contingent coupon payment date following the final valuation date will be the maturity date
Contingent coupon: On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to at least 1.145833% of the stated principal amount of the securities (equivalent to a contingent coupon rate of approximately at least 13.75% per annum) (to be determined on the pricing date) if and only if the closing value of the worst performing underlying on the immediately preceding valuation date is greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingent coupon payment on the immediately following contingent coupon payment date.
Payment at maturity:

If the securities are not redeemed prior to maturity, you will receive
at maturity for each security you then hold (in addition to the final contingent coupon payment, if applicable):

§
If the final underlying value of the worst performing underlying on the final valuation date is greater than or equal to its final
barrier value: $1,000

§
If the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value:

$1,000 + ($1,000 × the underlying return of the worst
performing underlying on the final valuation date)

If the securities are not redeemed prior to maturity and the final
underlying value of the worst performing underlying 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 will not receive any
contingent coupon payment at maturity.

Listing: The securities will not be listed on any securities exchange
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 security: $1,000.00 $9.50 $990.50
Total: $ $ $

(Key Terms continued
on next page)

(1) Citigroup Global Markets Holdings
Inc. currently expects that the estimated value of the securities on the pricing date will be at least $920.50 per security, which will
be less than the issue price. The estimated value of the securities 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 securities from you at any time after issuance. See “Valuation of the
Securities” in this pricing supplement.

(2) CGMI will receive an underwriting
fee of up to $9.50 for each security 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 securities, 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 securities declines. See “Use of Proceeds and Hedging”
in the accompanying prospectus.

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

Investing in the securities involves risks not associated with an
investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.

Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities 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-04-09 dated May 11, 2021      Underlying Supplement No. 10 dated May 11, 2021
Prospectus Supplement and Prospectus each dated May 11, 2021

The securities 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.
 
KEY TERMS (continued)
Redemption: We may call the securities, in whole and not in part, for mandatory redemption on any potential redemption date upon not less than three business days’ notice. Following an exercise of our call right, you will receive for each security you then hold an amount in cash equal to $1,000.00 plus the related contingent coupon payment, if any.
Potential redemption dates: The contingent coupon payment dates related to the valuation dates scheduled to occur on September 26, 2022, October 24, 2022, November 25, 2022, December 27, 2022, January 24, 2023, February 24, 2023, March 24, 2023, April 24, 2023, May 24, 2023, June 26, 2023, July 24, 2023, August 24, 2023, September 25, 2023, October 24, 2023, November 24, 2023, December 26, 2023, January 24, 2024, February 26, 2024, March 25, 2024, April 24, 2024 and May 24, 2024
Final underlying value: For each underlying, its closing value on the final valuation date
Worst performing underlying: For any valuation date, the underlying with the lowest underlying return determined as of that valuation date
Underlying return: For each underlying on any valuation date, (i) its closing value on that valuation date minus its initial underlying value, divided by (ii) its initial underlying value
CUSIP / ISIN: 17330PKD0 / US17330PKD05

 

 

Citigroup Global Markets Holdings Inc.
 

Additional Information

 

The terms of the securities 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 each underlying will be determined and about adjustments
that may be made to the terms of the securities upon the occurrence of market disruption events and other specified events with respect
to each underlying. The accompanying underlying supplement contains information about each 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 securities. Certain terms used but not defined in this pricing
supplement are defined in the accompanying product supplement.

 

Citigroup Global Markets Holdings Inc.
 

Hypothetical Examples

 

The examples in the first section below illustrate how to determine
whether a contingent coupon will be paid following a valuation date. The examples in the second section below illustrate how to determine
the payment at maturity on the securities, assuming the securities are not redeemed prior to maturity. The examples are solely for illustrative
purposes, do not show all possible outcomes and are not a prediction of any payment that may be made on the securities.

 

The examples below are based on the following hypothetical values and
do not reflect the actual initial underlying values, coupon barrier values or final barrier values of the underlyings. For the actual
initial underlying value, coupon barrier value and final barrier value of each underlying, see the cover page of this pricing supplement.
We have used these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the securities
work. However, you should understand that the actual payments on the securities will be calculated based on the actual initial underlying
value, coupon barrier value and final barrier value of each underlying, and not the hypothetical values indicated below. For ease of analysis,
figures below have been rounded. The examples below assume that the contingent coupon rate is set at the lowest value indicated on the
cover page of this pricing supplement. The actual contingent coupon rate will be determined on the pricing date.

 

Underlying Hypothetical initial underlying value Hypothetical coupon barrier value Hypothetical final barrier value
Nasdaq-100 Index® 100.00 70.00 (70.00% of its hypothetical initial underlying value) 70.00 (70.00% of its hypothetical initial underlying value)
Russell 2000® Index 100.00 70.00 (70.00% of its hypothetical initial underlying value) 70.00 (70.00% of its hypothetical initial underlying value)
S&P 500® Index 100.00 70.00 (70.00% of its hypothetical initial underlying value) 70.00 (70.00% of its hypothetical initial underlying value)

 

Hypothetical Examples of Contingent Coupon Payments
Following a Valuation Date

 

The three hypothetical examples below illustrate how to determine whether
a contingent coupon will be paid following a hypothetical valuation date, assuming that the closing values of the underlyings on the hypothetical
valuation date are as indicated below.

 

  Hypothetical closing value of the Nasdaq-100 Index® on hypothetical valuation date Hypothetical closing value of the Russell 2000® Index on hypothetical valuation date Hypothetical closing value of the S&P 500® Index on hypothetical valuation date Hypothetical payment per $1,000.00 security on related contingent coupon payment date
Example 1 120
(underlying return =
(120 – 100) / 100 = 20%)
85
(underlying return =
(85 – 100) / 100 = -15%)
100
(underlying return =
(100 – 100) / 100 = 0%)
$11.4583
(contingent coupon is paid)
Example 2 45
(underlying return =
(45 – 100) / 100 = -55%)
120
(underlying return =
(120 – 100) / 100 = 20%)
130
(underlying return =
(130 – 100) / 100 = 30%)
$0.00
(no contingent coupon)
Example 3 30
(underlying return =
(30 – 100) / 100 = -70%)
40
(underlying return =
(40 – 100) / 100 = -60%)
10
(underlying return =
(10 – 100) / 100 = -90%)
$0.00
(no contingent coupon)

 

Example 1: On the hypothetical
valuation date, the Russell 2000® Index has the lowest underlying return and, therefore, is the worst performing underlying
on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation
date is greater than its coupon barrier value. As a result, investors in the securities would receive the contingent coupon payment on
the related contingent coupon payment date.

 

Example 2: On the hypothetical
valuation date, the Nasdaq-100 Index® has the lowest underlying return and, therefore, is the worst performing underlying
on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation
date is less than its coupon barrier value. As a result, investors would not receive any payment on the related contingent coupon payment
date.

 

Investors in the securities will not receive a contingent coupon
on the contingent coupon payment date following a valuation date if the closing value of the worst performing underlying on that valuation
date is less than its coupon barrier value. Whether a contingent coupon is paid following a valuation date depends solely on the closing
value of the worst performing underlying on that valuation date.

 

Example 3: On the hypothetical
valuation date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst performing underlying
on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuation
date is less than its coupon barrier value. As a result, investors would not receive any payment on the related contingent coupon payment
date.

 

Citigroup Global Markets Holdings Inc.
 

Hypothetical Examples of the Payment at Maturity
on the Securities

 

The next three hypothetical examples illustrate the calculation of the
payment at maturity on the securities, assuming that the securities have not been earlier redeemed and that the final underlying values
of the underlyings are as indicated below.

 

  Hypothetical final underlying value of the Nasdaq-100 Index® Hypothetical final underlying value of the Russell 2000® Index Hypothetical final underlying value of the S&P 500® Index Hypothetical payment at maturity per $1,000.00 security
Example 4 110
(underlying return =
(110 – 100) / 100 = 10%)
120
(underlying return =
(120 – 100) / 100 = 20%)
145
(underlying return =
(145 – 100) / 100 = 45%)
$1,011.4583
(contingent coupon is paid)
Example 5 110
(underlying return =
(110 – 100) / 100 = 10%)
120
(underlying return =
(120 – 100) / 100 = 20%)
30
(underlying return =
(30 – 100) / 100 = -70%)
$300.00
Example 6 20
(underlying return =
(20 – 100) / 100 = -80%)
50
(underlying return =
(50 – 100) / 100 = -50%)
55
(underlying return =
(55 – 100) / 100 = -45%)
$200.00

 

Example 4: On the final valuation
date, the Nasdaq-100 Index® has the lowest underlying return and, therefore, is the worst performing underlying on the
final valuation date. In this scenario, the final underlying value of the worst performing underlying on the final valuation date is greater
than its final barrier value. Accordingly, at maturity, you would receive the stated principal amount of the securities plus the
contingent coupon payment due at maturity, but you would not participate in the appreciation of any of the underlyings.

 

Example 5: On the final valuation
date, the S&P 500® Index has the lowest underlying return and, therefore, is the worst performing underlying on the
final valuation date. In this scenario, the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value. Accordingly, at maturity, you would receive a payment per security calculated as follows:

 

Payment at maturity = $1,000.00 + ($1,000.00 × the underlying
return of the worst performing underlying on the final valuation date)

 

= $1,000.00 + ($1,000.00 × -70.00%)

 

= $1,000.00 + -$700.00

 

= $300.00

 

In this scenario, because the final underlying value of the worst performing
underlying on the final valuation date is less than its final barrier value, you would lose a significant portion of your investment in
the securities. In addition, because the final underlying value of the worst performing underlying on the final valuation date is below
its coupon barrier value, you would not receive any contingent coupon payment at maturity.

 

Example 6: On the final valuation
date, the Nasdaq-100 Index® has the lowest underlying return and, therefore, is the worst performing underlying on the
final valuation date. In this scenario, the final underlying value of the worst performing underlying on the final valuation date is less
than its final barrier value. Accordingly, at maturity, you would receive a payment per security calculated as follows:

 

Payment at maturity = $1,000.00 + ($1,000.00 × the underlying
return of the worst performing underlying on the final valuation date)

 

= $1,000.00 + ($1,000.00 × -80.00%)

 

= $1,000.00 + -$800.00

 

= $200.00

 

In this scenario, because the final underlying value of the worst performing
underlying on the final valuation date is less than its final barrier value, you would lose a significant portion of your investment in
the securities. In addition, because the final underlying value of the worst performing underlying on the final valuation date is below
its coupon barrier value, you would not receive any contingent coupon payment at maturity.

 

It is possible that the closing value of the worst performing underlying
will be less than its coupon barrier value on each valuation date and less than its final barrier value on the final valuation date, such
that you will not receive any contingent coupon payments over the term of the securities and will receive significantly less than the
stated principal amount of your securities, and possibly nothing, at maturity.

 

Citigroup Global Markets Holdings Inc.
 

Summary Risk Factors

 

An investment in the securities is significantly riskier than an investment
in conventional debt securities. The securities 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 securities,
and are also subject to risks associated with each underlying. Accordingly, the securities are suitable only for investors who are capable
of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors as to the
risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.

 

The following is a summary of certain key risk factors for investors
in the securities. You should read this summary together with the more detailed description of risks relating to an investment in the
securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-7 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 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 performing underlying on the final valuation date. If
the final underlying value of the worst performing underlying 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 performing underlying 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 on the contingent coupon payment date following any valuation date on which the closing
value of the worst performing underlying on that valuation date is less than its coupon barrier value.
A contingent coupon payment
will be made on a contingent coupon payment date if and only if the closing value of the worst performing underlying on the immediately
preceding valuation date is greater than or equal to its coupon barrier value. If the closing value of the worst performing underlying
on any valuation date is less than its coupon barrier value, you will not receive any contingent coupon payment on the immediately following
contingent coupon payment date. If the closing value of the worst performing underlying on each valuation date is below its coupon barrier
value, you will not receive any contingent coupon payments over the term of the securities.

 

§ Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon payments at an annualized
rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same
maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the securities, including
the risk that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates and the risk that
the value of what you receive at maturity may be significantly less than the stated principal amount of your securities and may be zero.
The volatility of, and correlation between, the closing values of the underlyings are important factors affecting these risks. Greater
expected volatility of, and lower expected correlation between, the closing values of the underlyings as of the pricing date may result
in a higher contingent coupon rate, but would also represent a greater expected likelihood as of the pricing date that the closing value
of the worst performing underlying on one or more valuation dates will be less than its coupon barrier value, such that you will not receive
one or more, or any, contingent coupon payments during the term of the securities and that the final underlying value of the worst performing
underlying on the final valuation date will be less than its final barrier value, such that you will not be repaid the stated principal
amount of your securities at maturity.

 

§ The securities are subject to heightened risk because they have multiple underlyings. The securities are more risky than similar
investments that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one underlying
will perform poorly, adversely affecting your return on the securities.

 

§ The securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying performs
poorly.
You are subject to risks associated with each of the underlyings. If any one underlying performs poorly, you will be negatively
affected. The securities are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would
be better than the performance of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of the
underlyings is the worst performing underlying.

 

§ You will not benefit in any way from the performance of any better performing underlying. The return on the securities depends
solely on the performance of the worst performing underlying, and 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. It is preferable from your perspective for
the underlyings to be correlated with each other, in the sense that their closing values tend to increase or decrease at similar times
and by similar magnitudes. By investing in the securities, you assume the risk that the underlyings will not exhibit this relationship.
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. It is impossible to predict
what the relationship between the underlyings will be over the term of the securities. The underlyings differ in significant ways and,
therefore, may not be correlated with each other.

 

§ You may not be adequately compensated for assuming the downside risk of the worst performing underlying. The potential contingent
coupon payments on the securities are the compensation you receive for assuming the downside risk of the worst performing underlying,
as well as all the other risks of the securities. That compensation is effectively “at risk” and may, therefore, be less than
you currently anticipate. First, the actual yield you realize on the securities could be lower than you anticipate because the coupon
is “contingent” and you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment
dates.

 

Citigroup Global Markets Holdings Inc.
 

Second, the contingent coupon payments are
the compensation you receive not only for the downside risk of the worst performing underlying, but also for all of the other risks of
the securities, including the risk that the securities may be redeemed prior to maturity, interest rate risk and our and Citigroup Inc.’s
credit risk. If those other risks increase or are otherwise greater than you currently anticipate, the contingent coupon payments may
turn out to be inadequate to compensate you for all the risks of the securities, including the downside risk of the worst performing underlying.

 

§ We may redeem the securities at our option, which will limit your ability to receive the contingent coupon payments. We may
redeem the securities on any potential redemption date. In the event that we redeem the securities, you will receive the stated principal
amount of your securities and the related contingent coupon payment, if any. Thus, the term of the securities may be limited. If we redeem
the securities prior to maturity, you will not receive any additional contingent coupon payments. Moreover, you may not be able to reinvest
your funds in another investment that provides a similar yield with a similar level of risk. If we redeem the securities prior to maturity,
it is likely to be at a time when the underlyings are performing in a manner that would otherwise have been favorable to you. By contrast,
if the underlyings are performing unfavorably from your perspective, we are less likely to redeem the securities. If we redeem the securities,
we will do so at a time that is advantageous to us and without regard to your interests.

 

§ The securities offer downside exposure to the worst performing underlying, but no upside exposure to any underlying. You will
not participate in any appreciation in the value of any underlying over the term of the securities. Consequently, your return on the securities
will be limited to the contingent coupon payments you receive, if any, and may be significantly less than the return on any underlying
over the term of the securities. In addition, as an investor in the securities, you will not receive any dividends or other distributions
or have any other rights with respect to any of the underlyings.

 

§ The performance of the securities will depend on the closing values of the underlyings solely on the valuation dates, which makes
the securities particularly sensitive to volatility in the closing values of the underlyings on or near the valuation dates.
Whether
the contingent coupon will be paid on any given contingent coupon payment date will depend on the closing values of the underlyings solely
on the applicable valuation dates, regardless of the closing values of the underlyings on other days during the term of the securities.
If the securities are not redeemed prior to maturity, what you receive at maturity will depend solely on the closing value of the worst
performing underlying on the final valuation date, and not on any other day during the term of the securities. Because the performance
of the securities depends on the closing values of the underlyings on a limited number of dates, the securities will be particularly sensitive
to volatility in the closing values of the underlyings on or near the valuation dates. You should understand that the closing value of
each underlying has historically been highly volatile.

 

§ The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on
our 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 securities
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently
intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily
basis. Any indicative bid price for the securities 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 securities 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 securities because it is likely
that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared
to hold the securities until 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 issue price.
The difference is attributable to certain costs associated with selling, structuring and hedging
the securities 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 securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of
the securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection
with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they
were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely
to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See
“The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.

 

§ The estimated value of the securities 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, and correlation between, the closing values of
the underlyings, dividend yields on the underlyings 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 securities. Moreover, the estimated value of the securities
set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities
for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities.
Instead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.

 

§ The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated
value of the securities 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 securities. 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 securities for purposes of any purchases of the securities
from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate,
rather

 

Citigroup Global Markets Holdings Inc.
 

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 securities, 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 securities.

 

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 securities, 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 securities prior to maturity.

 

§ The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing
to buy the securities from you in the secondary market.
Any such secondary market price will fluctuate over the term of the securities
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 securities 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 securities than if our internal funding rate were used. In addition, any secondary
market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount
of the securities 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 securities will be less than the issue price.

 

§ The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities
prior to maturity will fluctuate based on the closing values of the underlyings, the volatility of, and correlation between, the closing
values of the underlyings, dividend yields on the underlyings, 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 Securities—Risk Factors Relating to All Securities—The value of your securities prior to maturity will fluctuate based
on many unpredictable factors” in the accompanying product supplement. Changes in the closing values of the underlyings may not
result in a comparable change in the value of your securities. You should understand that the value of your securities 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 Securities” in this pricing
supplement.

 

§ The Russell 2000® Index is subject to risks associated with small capitalization stocks. The stocks that constitute
the Russell 2000® Index are issued by companies with relatively small market capitalization. The stock prices of smaller
companies may be more volatile than stock prices of large capitalization companies. These companies tend to be less well-established than
large market capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and
competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks,
and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.

 

§ Our offering of the securities is not a recommendation of any underlying. The fact that we are offering the securities does
not mean that we believe that investing in an instrument linked to the underlyings 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 underlyings or in
instruments related to the underlyings, and may publish research or express opinions, that in each case are inconsistent with an investment
linked to the underlyings. These and other activities of our affiliates may affect the closing values of the underlyings in a way that
negatively affects the value of and your return on the securities.

 

§ The closing value of an underlying may be adversely affected by our or our affiliates’ hedging and other trading activities.
We expect to hedge our obligations under the securities through CGMI or other of our affiliates, who may take positions in the underlyings
or in financial instruments related to the underlyings and may adjust such positions during the term of the securities. Our affiliates
also take positions in the underlyings or in financial instruments related to the underlyings 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 values of the underlyings in a way that negatively affects the value of and your return on the
securities. They could also result in substantial returns for us or our affiliates while the value of the securities 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
investments, underwriting securities offerings and providing advisory services. These activities could involve or affect the underlyings
in a way that negatively affects the value of and your return on the securities. They could also result in substantial returns for us
or our affiliates while the value of the securities 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 securities. If
certain events occur during the term of the securities, such as market disruption events and other events with respect to an underlying,
CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your return on the securities.
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 securities. See “Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The calculation
agent, which is an affiliate of ours, will make important determinations with respect to the securities” in the accompanying product
supplement.

 

Citigroup Global Markets Holdings Inc.
 
§ Changes that affect the underlyings may affect the value of your securities. The sponsors of the underlyings may at any time
make methodological changes or other changes in the manner in which they operate that could affect the values of the underlyings. We are
not affiliated with any such underlying sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such
changes could adversely affect the performance of the underlyings and the value of and your return on the securities.

 

§ The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding
the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the
“IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might
not agree with the treatment of the securities as described in “United States Federal Tax Considerations” below. If the IRS
were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the
securities might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely
affect the U.S. federal tax treatment of the securities, possibly retroactively.

 

Non-U.S. investors should note that persons having withholding
responsibility in respect of the securities may withhold on any coupon payment paid to a non-U.S. investor, generally at a rate of 30%.
To the extent that we have withholding responsibility in respect of the securities, we intend to so withhold.

 

You should read carefully the discussion under “United
States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement
and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your tax adviser regarding
the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state,
local or non-U.S. taxing jurisdiction.

 

§ The tax disclosure is subject to confirmation. The information set forth under “United States Federal Tax Considerations”
in this pricing supplement remains subject to confirmation by our counsel following the pricing of the securities. If that information
cannot be confirmed by our counsel, you may be asked to accept revisions to that information in connection with your purchase. Under these
circumstances, if you decline to accept revisions to that information, your purchase of the securities will be canceled.

 

Citigroup Global Markets Holdings Inc.
 

Information About the Nasdaq-100 Index®

 

The Nasdaq-100 Index® is a modified market capitalization-weighted
index of stocks of the 100 largest non-financial companies listed on the Nasdaq Stock Market. All stocks included in the Nasdaq-100 Index®
are traded on a major U.S. exchange. The Nasdaq-100 Index® was developed by the Nasdaq Stock Market, Inc. and is calculated,
maintained and published by Nasdaq, Inc.

 

Please refer to the section “Equity Index Descriptions—
The NASDAQ-100 Index®” in the accompanying underlying supplement for additional information.

 

We have derived all information regarding the Nasdaq-100 Index®
from publicly available information and have not independently verified any information regarding the Nasdaq-100 Index®.
This pricing supplement relates only to the securities and not to the Nasdaq-100 Index®. We make no representation as to
the performance of the Nasdaq-100 Index® over the term of the securities.

 

The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Nasdaq-100 Index® is not involved in any way in this offering
and has no obligation relating to the securities or to holders of the securities.

 

Historical Information

 

The closing value of the Nasdaq-100 Index® on June 15,
2022 was 11,593.77.

 

The graph below shows the closing value of the Nasdaq-100 Index®
for each day such value was available from January 3, 2012 to June 15, 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.

 

Nasdaq-100 Index® – Historical Closing Values
January 3, 2012 to June 15, 2022

   

 

Citigroup Global Markets Holdings Inc.
 

Information About the Russell 2000® Index

 

The Russell 2000® Index is designed to track the performance
of the small capitalization segment of the U.S. equity market. All stocks included in the Russell 2000® Index are traded
on a major U.S. exchange. It is calculated and maintained by FTSE Russell.

 

Please refer to the section “Equity Index Descriptions—
The Russell Indices” in the accompanying underlying supplement for additional information.

 

We have derived all information regarding the Russell 2000®
Index from publicly available information and have not independently verified any information regarding the Russell 2000®
Index. This pricing supplement relates only to the securities and not to the Russell 2000® Index. We make no representation
as to the performance of the Russell 2000® Index over the term of the securities.

 

The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Russell 2000® Index is not involved in any way in this offering
and has no obligation relating to the securities or to holders of the securities.

 

Historical Information

 

The closing value of the Russell 2000® Index on June
15, 2022 was 1,731.139.

 

The graph below shows the closing value of the Russell 2000®
Index for each day such value was available from January 3, 2012 to June 15, 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.

 

Russell 2000® Index – Historical Closing Values
January 3, 2012 to June 15, 2022

  

 

Citigroup Global Markets Holdings Inc.
 

Information About the S&P 500® Index

 

The S&P 500® Index consists of the 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.

 

Please refer to the section “Equity Index Descriptions—
The S&P U.S. Indices” in the accompanying underlying supplement for additional information.

 

We have derived all information regarding the S&P 500®
Index from publicly available information and have not independently verified any information regarding the S&P 500®
Index. This pricing supplement relates only to the securities and not to the S&P 500® Index. We make no representation
as to the performance of the S&P 500® Index over the term of the securities.

 

The securities represent obligations of Citigroup Global Markets Holdings
Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the S&P 500® Index is not involved in any way in this offering
and has no obligation relating to the securities or to holders of the securities.

 

Historical Information

 

The closing value of the S&P 500® Index on June 15,
2022 was 3,789.99.

 

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 June 15, 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 June 15, 2022

  

 

Citigroup Global Markets Holdings Inc.
 

United States Federal Tax Considerations

 

You should read carefully the discussion under “United States
Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and
“Summary Risk Factors” in this pricing supplement.

 

Due to the lack of any controlling legal authority, there is substantial
uncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection with any information reporting
requirements we may have in respect of the securities under applicable law, we intend (in the absence of an administrative determination
or judicial ruling to the contrary) to treat the securities for U.S. federal income tax purposes as prepaid forward contracts with associated
coupon payments that will be treated as gross income to you at the time received or accrued in accordance with your regular method of
tax accounting. We expect that our counsel will advise us that, based on current market conditions, this treatment of the securities is
reasonable under current law, but that it is unable to conclude affirmatively that this treatment is more likely than not to be upheld,
and that alternative treatments are possible. The information set forth under this section remains subject to confirmation by our counsel
following the pricing of the securities. If that information cannot be confirmed by our counsel, you may be asked to accept revisions
to that information in connection with your purchase. Under these circumstances, if you decline to accept revisions to that information,
your purchase of the securities will be canceled.

 

Assuming this treatment of the securities is respected and subject to
the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal
income tax consequences should result under current law:

 

· Any coupon payments on the securities should be taxable as ordinary income to you at the time received or accrued in accordance with
your regular method of accounting for U.S. federal income tax purposes.

 

· Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to the difference
between the amount realized and your tax basis in the security. For this purpose, the amount realized does not include any coupon paid
on retirement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. Such gain
or loss should be long-term capital gain or loss if you held the security for more than one year.

 

We do not plan to request a ruling from the IRS regarding the treatment
of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership
and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department
and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance.
Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences
of an investment in the securities, possibly with retroactive effect. You should consult your tax adviser regarding possible alternative
tax treatments of the securities and potential changes in applicable law.

 

Withholding Tax on Non-U.S. Holders. Because significant aspects
of the tax treatment of the securities are uncertain, persons having withholding responsibility in respect of the securities may withhold
on any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement), generally at a rate of 30%. To the
extent that we have (or an affiliate of ours has) withholding responsibility in respect of the securities, we intend to so withhold. In
order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with certification requirements to establish
that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult
your tax adviser regarding the tax treatment of the securities, including the possibility of obtaining a refund of any amounts withheld
and the certification requirement described above.

 

As discussed under “United States Federal Tax Considerations—Tax
Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code 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 Equities”) or indices that
include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic performance
of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However, the regulations,
as modified by an 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 securities and market conditions as of the date of this preliminary pricing supplement, we expect that the securities
will not be treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any U.S.
Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m). However, the final determination regarding
the treatment of the securities under Section 871(m) will be made as of the pricing date for the securities, and it is possible that the
securities will be subject to withholding tax under Section 871(m) based on the circumstances as of that date.

 

A determination that the securities 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 securities.

 

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.

 

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

 

Supplemental Plan of Distribution

 

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the
underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of up to $9.50 for each security
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

 

Citigroup Global Markets Holdings Inc.
 

selling concession of up to $9.50 for each security they sell. For the
avoidance of doubt, any fees or selling concessions described in this pricing supplement will not be rebated if we redeem the securities
prior to maturity.

 

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 Securities

 

CGMI calculated the estimated value of the securities 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 securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on
the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying
the economic terms of the securities (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 securities 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 securities is a function of the terms of
the securities 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 securities will be on the pricing date because certain terms of the securities 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
securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated
for the securities 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 securities. 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 securities from investors at any time. See “Summary Risk
Factors—The securities 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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