Form 424B2 CITIGROUP INC



News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.


 

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, 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 25, 2021

Citigroup Global Markets Holdings Inc.

June
, 2021

Medium-Term
Senior Notes, Series N

Pricing
Supplement No. 2021-USNCH[ ]

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 Apple Inc., Facebook, Inc. and The Goldman Sachs Group, Inc. Due July 3, 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**
  Apple Inc. $ $ $
  Facebook, Inc. $ $ $
  The Goldman Sachs Group, Inc. $ $ $
 

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

**For each underlying, 60.00% of its initial
underlying value

Stated principal amount: $1,000 per security
Pricing date: June 28, 2021
Issue date: July 1, 2021
Valuation dates: July 28, 2021, August 30, 2021, September 28, 2021, October 28, 2021, November 29, 2021, December 28, 2021, January 28, 2022, February 28, 2022, March 28, 2022, April 28, 2022, May 31, 2022, June 28, 2022, July 28, 2022, August 29, 2022, September 28, 2022, October 28, 2022, November 28, 2022, December 28, 2022, January 30, 2023, February 28, 2023, March 28, 2023, April 28, 2023, May 30, 2023, June 28, 2023, July 28, 2023, August 28, 2023, September 28, 2023, October 30, 2023, November 28, 2023, December 28, 2023, January 29, 2024, February 28, 2024, March 28, 2024, April 29, 2024, May 28, 2024 and June 28, 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, July 3, 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 0.904167% of the stated principal amount of the securities (equivalent to a contingent coupon rate of approximately at least 10.85% 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 $6.00 $994.00
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 $904.50 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 $6.00 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, 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…



Read More:Form 424B2 CITIGROUP INC

Leave a Reply

Your email address will not be published. Required fields are marked *