Form 424B2 CITIGROUP INC

Information and analysis earlier than you hear about it on CNBC and others. Declare your 1-week free trial to StreetInsider Premium here.

Autocallable Contingent Coupon Fairness Linked
Securities Linked to the Worst Performing of the Power Choose Sector SPDR^® Fund and the VanEck Vectors^®
Junior Gold Miners ETF Due March 5, 2025

(Key Phrases continued on subsequent web page)

(1) Citigroup World Markets Holdings Inc. at the moment expects
that the estimated worth of the securities on the pricing date shall be not less than $903.50 per safety, which shall be lower than the
problem worth. The estimated worth of the securities is predicated on CGMI’s proprietary pricing fashions and our inside funding
price. It isn’t a sign of precise revenue to CGMI or different of our associates, neither is it a sign of the value, if any,
at which CGMI or some other individual could also be prepared to purchase the securities from you at any time after issuance. See “Valuation
of the Securities” on this pricing complement.

(2) CGMI will obtain an underwriting charge of as much as $40.00 for
every safety bought on this providing. The overall underwriting charge and proceeds to issuer within the desk above give impact to the precise
whole underwriting charge. For extra data on the distribution of the securities, see “Supplemental Plan of Distribution”
on this pricing complement. Along with the underwriting charge, CGMI and its associates might revenue from anticipated hedging exercise
associated to this providing, even when the worth of the securities declines. See “Use of Proceeds and Hedging” within the accompanying
prospectus.

(3) The per safety proceeds to issuer indicated above signify
the minimal per safety proceeds to issuer for any safety, assuming the utmost per safety underwriting charge. As famous above,
the underwriting charge is variable.

Investing within the securities
includes dangers not related to an funding in typical debt securities. See “Abstract Threat Components” starting
on web page PS-5.

Neither the Securities and Trade Fee
nor any state securities fee has authorised or disapproved of the securities or decided that this pricing complement and
the accompanying product complement, prospectus complement and prospectus are truthful or full. Any illustration to the
opposite is a felony offense. 

You need to learn this pricing complement
along with the accompanying product complement, prospectus complement and prospectus, which may be accessed by way of the hyperlinks
beneath:

Product
Supplement No. EA-04-08 dated February 15, 2019       Prospectus
Supplement and Prospectus each dated May 14, 2018

The securities will not be financial institution deposits and
will not be insured or assured by the Federal Deposit Insurance coverage Company or some other governmental company, nor are they obligations
of, or assured by, a financial institution.

Extra Data

Normal. The phrases of the securities are set forth in
the accompanying product complement, prospectus complement and prospectus, as supplemented by this pricing complement. The accompanying
product complement, prospectus complement and prospectus include necessary disclosures that aren’t repeated on this pricing complement.
For instance, the accompanying product complement comprises necessary details about how the closing worth of every underlying
shall be decided and about changes that could be made to the phrases of the securities upon the prevalence of market disruption
occasions and different specified occasions with respect to every underlying. It is crucial that you just learn the accompanying product complement,
prospectus complement and prospectus along with this pricing complement in deciding whether or not to put money into the securities. Sure
phrases used however not outlined on this pricing complement are outlined within the accompanying product complement.

Closing Worth. The “closing worth” of every
underlying on any date is the closing worth of its underlying shares on such date, as supplied within the accompanying product complement.
The “underlying shares” of the underlyings are their respective shares which can be traded on a U.S. nationwide securities
change. Please see the accompanying product complement for extra data.

Hypothetical Examples

The examples within the first part beneath illustrate tips on how to decide
whether or not a contingent coupon shall be paid and whether or not the securities shall be routinely referred to as for redemption following a valuation
date that can also be a possible autocall date. The examples within the second part beneath illustrate tips on how to decide the fee at
maturity on the securities, assuming the securities will not be routinely redeemed previous to maturity. The examples are solely for
illustrative functions, don’t present all attainable outcomes and will not be a prediction of any fee that could be made on the securities.

The examples beneath are based mostly on the next hypothetical values
and don’t replicate the precise preliminary underlying values, coupon barrier values or remaining buffer values of the underlyings. For the
precise preliminary underlying worth, coupon barrier worth and remaining buffer worth of every underlying, see the quilt web page of this pricing
complement. Now we have used these hypothetical values, moderately than the precise values, to simplify the calculations and help understanding
of how the securities work. Nevertheless, you need to perceive that the precise funds on the securities shall be calculated based mostly
on the precise preliminary underlying worth, coupon barrier worth and remaining buffer worth of every underlying, and never the hypothetical
values indicated beneath. For ease of research, figures beneath have been rounded.

Hypothetical Examples of Contingent Coupon
Funds and any Cost upon Automated Early Redemption Following a Valuation Date that can also be a Potential Autocall Date

The three hypothetical examples beneath illustrate tips on how to decide
whether or not a contingent coupon shall be paid and whether or not the securities shall be routinely redeemed following a hypothetical valuation
date that can also be a possible autocall date, assuming that the closing values of the underlyings on the hypothetical valuation
date are as indicated beneath.

Instance 1: On the
hypothetical valuation date, the VanEck Vectors^® Junior Gold Miners ETF has the bottom underlying return and, subsequently,
is the worst performing underlying on the hypothetical valuation date. On this situation, the closing worth of the worst performing
underlying on the hypothetical valuation date is bigger than its coupon barrier worth however lower than its preliminary underlying worth.
Consequently, buyers within the securities would obtain the contingent coupon fee on the associated contingent coupon fee date
and the securities wouldn’t be routinely redeemed.

Instance 2: On the
hypothetical valuation date, the Power Choose Sector SPDR^® Fund has the bottom underlying return and, subsequently,
is the worst performing underlying on the hypothetical valuation date. On this situation, the closing worth of the worst performing
underlying on the hypothetical valuation date is lower than its coupon barrier worth. Consequently, buyers wouldn’t obtain any
fee on the associated contingent coupon fee date and the securities wouldn’t be routinely redeemed.

Traders within the securities won’t obtain a contingent
coupon on the contingent coupon fee date following a valuation date if the closing worth of the worst performing underlying
on that valuation date is lower than its coupon barrier worth. Whether or not a contingent coupon is paid following a valuation date relies upon
solely on the closing worth of the worst performing underlying on that valuation date.

Instance 3: On the
hypothetical valuation date, the Power Choose Sector SPDR^® Fund has the bottom underlying return and, subsequently,
is the worst performing underlying on the hypothetical valuation date. On this situation, the closing worth of the worst performing
underlying on the hypothetical valuation date is bigger than each its coupon barrier worth and its preliminary underlying worth. As
a end result, the securities can be routinely redeemed on the associated contingent coupon fee date for an quantity in money equal
to $1,000.00 plus the associated contingent coupon fee.

If the hypothetical valuation date weren’t additionally a possible
autocall date, the securities wouldn’t be routinely redeemed on the associated contingent coupon fee date.

Hypothetical Examples of the Cost at
Maturity on the Securities

The subsequent three hypothetical examples illustrate the calculation
of the fee at maturity on the securities, assuming that the securities haven’t been earlier routinely redeemed and that
the ultimate underlying values of the underlyings are as indicated beneath.

Instance 4: On the
remaining valuation date, the Power Choose Sector SPDR^® Fund has the bottom underlying return and, subsequently, is the
worst performing underlying on the ultimate valuation date. On this situation, the ultimate underlying worth of the worst performing underlying
on the ultimate valuation date is bigger than its remaining buffer worth. Accordingly, at maturity, you’d obtain the acknowledged principal
quantity of the securities plus the contingent coupon fee due at maturity, however you wouldn’t take part within the appreciation
of any of the underlyings.

Instance 5: On the
remaining valuation date, the VanEck Vectors^® Junior Gold Miners ETF has the bottom underlying return and, subsequently,
is the worst performing underlying on the ultimate valuation date. On this situation, the ultimate underlying worth of the worst performing
underlying on the ultimate valuation date is lower than its remaining buffer worth. Accordingly, at maturity, you’d obtain a fee
per safety calculated as follows:

Cost at maturity = $1,000.00 + [$1,000.00 × (the underlying
return of the worst performing underlying on the final valuation date + the buffer percentage)]

= $1,000.00 + [$1,000.00 × (-50.00% + 20.00%)]

= $1,000.00 + ($1,000.00 × -30.00%)

= $1,000.00 + -$300.00

= $700.00

On this situation, as a result of the ultimate underlying worth of the worst
performing underlying on the ultimate valuation date is lower than its remaining buffer worth, you’d lose a portion of your funding
within the securities. Your fee at maturity would replicate a lack of 1% of the acknowledged principal quantity of your securities for each
1% by which the depreciation of the worst performing underlying on the ultimate valuation date has exceeded the buffer share.
As well as, as a result of the ultimate underlying worth of the worst performing underlying on the ultimate valuation date is beneath its coupon
barrier worth, you wouldn’t obtain any contingent coupon fee at maturity.

Instance 6: On the
remaining valuation date, the Power Choose Sector SPDR^® Fund has the bottom underlying return and, subsequently, is the
worst performing underlying on the ultimate valuation date. On this situation, the ultimate underlying worth of the worst performing underlying
on the ultimate valuation date is lower than its remaining buffer worth. Accordingly, at maturity, you’d obtain a fee per safety
calculated as follows:

Cost at maturity = $1,000.00 + [$1,000.00 × (the underlying
return of the worst performing underlying on the final valuation date + the buffer percentage)]

= $1,000.00 + [$1,000.00 × (-80.00% + 20.00%)]

= $1,000.00 + ($1,000.00 × -60.00%)

= $1,000.00 + -$600.00

= $400.00

On this situation, as a result of the ultimate underlying worth of the worst
performing underlying on the ultimate valuation date is lower than its remaining buffer worth, you’d lose a good portion of
your funding within the securities. Your fee at maturity would replicate a lack of 1% of the acknowledged principal quantity of your securities
for each 1% by which the depreciation of the worst performing underlying on the ultimate valuation date has exceeded the buffer share.
As well as, as a result of the ultimate underlying worth of the worst performing underlying on the ultimate valuation date is beneath its coupon
barrier worth, you wouldn’t obtain any contingent coupon fee at maturity.

It’s attainable that the closing worth of the worst performing
underlying shall be lower than its coupon barrier worth on every valuation date and fewer than its remaining buffer worth on the ultimate
valuation date, such that you’ll not obtain any contingent coupon funds over the time period of the securities and can obtain
considerably lower than the acknowledged principal quantity of your securities at maturity.

Abstract Threat Components

An funding within the securities is considerably riskier than
an funding in typical debt securities. The securities are topic to all the dangers related to an funding in
our typical debt securities (assured by Citigroup Inc.), together with the chance that we and Citigroup Inc. might default on our
obligations below the securities, and are additionally topic to dangers related to every underlying. Accordingly, the securities are
appropriate just for buyers who’re able to understanding the complexities and dangers of the securities. You need to seek the advice of your
personal monetary, tax and authorized advisors as to the dangers of an funding within the securities and the suitability of the securities
in mild of your specific circumstances.

The next is a abstract of sure key danger components for buyers
within the securities. You need to learn this abstract along with the extra detailed description of dangers regarding an funding
within the securities contained within the part “Threat Components Regarding the Securities” starting on web page EA-7 within the
accompanying product complement. You must also fastidiously learn the chance components included within the accompanying prospectus complement
and within the paperwork integrated by reference within the accompanying prospectus, together with Citigroup Inc.’s most up-to-date Annual
Report on Type 10-Okay and any subsequent Quarterly Experiences on Type 10-Q, which describe dangers regarding the enterprise of Citigroup
Inc. extra typically.

lower than you at the moment anticipate.
First, the precise yield you notice on the securities might be decrease than you anticipate as a result of the coupon is “contingent”
and it’s possible you’ll not obtain a contingent coupon fee on a number of, or any, of the contingent coupon fee dates. Second, the
contingent coupon funds are the compensation you obtain not just for the draw back danger of the worst performing underlying,
but in addition for all the different dangers of the securities, together with the chance that the securities could also be routinely redeemed prior
to maturity, rate of interest danger and our and Citigroup Inc.’s credit score danger. If these different dangers improve or are in any other case
better than you at the moment anticipate, the contingent coupon funds might develop into insufficient to compensate you for all of the
dangers of the securities, together with the draw back danger of the worst performing underlying.

market price, which is the speed that
CGMI will use in figuring out the worth of the securities for functions of any purchases of the securities from you within the secondary
market. If the estimated worth included on this pricing complement have been based mostly on our secondary market price, moderately than our inside
funding price, it might doubtless be decrease. We decide our inside funding price based mostly on components corresponding to the prices related to
the securities, that are typically larger than the prices related to typical debt securities, and our liquidity wants
and preferences. Our inside funding price just isn’t an rate of interest that’s payable on the securities.

As a result of there may be not an lively marketplace for traded devices
referencing our excellent debt obligations, CGMI determines our secondary market price based mostly in the marketplace worth of traded devices
referencing the debt obligations of Citigroup Inc., our mum or dad firm and the guarantor of all funds due on the securities,
however topic to changes that CGMI makes in its sole discretion. Consequently, our secondary market price just isn’t a market-determined
measure of our creditworthiness, however moderately displays the market’s notion of our mum or dad firm’s creditworthiness
as adjusted for discretionary components corresponding to CGMI’s preferences with respect to buying the securities previous to maturity.

Power corporations develop and produce crude oil and
pure fuel and/or present drilling and different vitality sources manufacturing and distribution associated companies. Inventory costs for these
kinds of corporations are primarily affected by the enterprise, monetary and working circumstances of the actual firm, in addition to
modifications in costs for oil, fuel and different kinds of fuels, which in flip largely depend upon provide and demand for numerous vitality merchandise
and companies. Among the components which will affect provide and demand for vitality services and products embrace: normal financial
circumstances and progress charges; climate circumstances; the price of exploring for, producing and delivering oil and fuel; technological
advances affecting vitality effectivity and vitality consumption; the flexibility of the Group of Petroleum Exporting International locations (OPEC)
to set and preserve manufacturing ranges of oil; foreign money fluctuations; inflation; pure disasters; civil unrest, acts of sabotage
or terrorism; and different regional or world occasions. The profitability of vitality corporations can also be adversely affected by present
and future legal guidelines, laws, authorities actions and different authorized necessities regarding safety of the atmosphere, well being
and security issues and others which will improve the prices of conducting their enterprise or might scale back or delay obtainable enterprise
alternatives. Elevated provide or weak demand for vitality services and products, in addition to numerous developments resulting in larger
prices of doing enterprise or missed enterprise alternatives, would adversely impression the efficiency of corporations within the vitality sector.
The worth of the securities could also be topic to better volatility and be extra adversely affected by a single financial, political
or regulatory prevalence affecting the vitality sector or one of many sub-sectors of the vitality sector than a distinct funding
linked to securities of a extra broadly diversified group of issuers.

As a result of the VanEck
Vectors^® Junior Gold Miners ETF invests primarily in widespread shares and ADRs of corporations which can be concerned within the
gold mining industries, the underlying shares of the VanEck Vectors^® Junior Gold Miners ETFare topic to sure
dangers related to such corporations. Aggressive pressures might have a major impact on the monetary situation of such corporations
within the gold mining trade. Additionally, gold mining corporations are extremely depending on the value of gold. The worth of gold is primarily
affected by the worldwide demand for and provide of gold. The marketplace for gold bullion is world, and gold costs are topic to risky
worth actions over brief intervals of time and are affected by quite a few components, together with macroeconomic components, such because the construction
of and confidence within the world financial system, expectations concerning the longer term price of inflation, the relative energy of,
and confidence in, the U.S. greenback (the foreign money through which the value of gold is often quoted), rates of interest, gold borrowing
and lending charges and world or regional financial, monetary, political, regulatory, judicial or different occasions. Gold costs might
be affected by trade components, corresponding to industrial and jewellery demand in addition to lending, gross sales and purchases of gold by the official
sector, together with central banks and different governmental businesses and multilateral establishments that maintain gold. Moreover, gold
costs could also be affected by ranges of gold manufacturing, manufacturing prices and short-term modifications in provide and demand on account of buying and selling
actions within the gold market. Infrequently, above-ground inventories of gold can also affect the market. It isn’t attainable
to foretell the mixture impact of all or any mixture of those components. The worth of gold has lately been, and should proceed
to be, extraordinarily risky.

The VanEck Vectors^®
Junior Gold Miners ETF invests, to a lesser extent, in widespread shares and ADRs of corporations concerned within the silver mining trade.
Silver mining corporations are extremely depending on the value of silver. The worth of silver is primarily affected by world demand
for and provide of silver. Silver costs can fluctuate broadly and could also be affected by quite a few components. These embrace normal financial
developments, technical developments, substitution points and regulation, in addition to particular components together with industrial and jewellery
demand, expectations with respect to the speed of inflation, the relative energy of the U.S. greenback (the foreign money through which the
worth of silver is mostly quoted) and different currencies, rates of interest, central financial institution gross sales, ahead gross sales by producers, world
or regional political or financial occasions and manufacturing prices and disruptions in main silver-producing international locations, corresponding to Mexico,
China and Peru. The demand for and provide of silver have an effect on silver costs, however not essentially in the identical method as provide and
demand have an effect on the costs of different commodities. The availability of silver consists of a mix of latest mine manufacturing and present
shares of bullion and fabricated silver held by governments, private and non-private monetary establishments, industrial organizations
and personal people. As well as, the value of silver has from time to time been topic to very speedy short-term modifications on account of
speculative actions. Infrequently, above-ground inventories of silver can also affect the market. The foremost finish makes use of
for silver embrace industrial purposes, jewellery and silverware.

During times of market volatility, securities included
in an underlying’s underlying index could also be unavailable within the secondary market, market members could also be unable to calculate
precisely the online asset worth per share of an underlying and the liquidity of an underlying could also be adversely affected. This type
of market volatility can also disrupt the flexibility of market members to create and redeem shares of an underlying. Additional,
market volatility might adversely have an effect on, generally materially, the value at which market members are prepared to purchase and promote
the underlying shares. Consequently, below these circumstances, the closing worth of an underlying might range considerably from the
internet asset worth per share of an underlying. For all the foregoing causes, the efficiency of an

underlying might not correlate with the efficiency of
its underlying index and/or its internet asset worth per share, which might materially and adversely have an effect on the worth of the securities
and/or scale back your return on the securities.

Non-U.S. buyers ought to notice that
individuals having withholding duty in respect of the securities might withhold on any coupon fee paid to a non-U.S. investor,
typically at a price of 30%. To the extent that we now have withholding duty in respect of the securities, we intend to so
withhold.

You need to learn fastidiously the dialogue
below “United States Federal Tax Issues” and “Threat Components Regarding the Securities” within the accompanying
product complement and “United States Federal Tax Issues” on this pricing complement. You must also seek the advice of
your tax adviser concerning the U.S. federal tax penalties of an funding within the securities, in addition to tax penalties arising
below the legal guidelines of any state, native or non-U.S. taxing jurisdiction.

Data Concerning the Power Choose Sector SPDR^®
Fund

The Power Choose Sector SPDR^® Fund is an exchange-traded
fund that seeks to supply funding outcomes that, earlier than bills, correspond typically to the efficiency of publicly traded
fairness securities of corporations within the S&P Power Choose Sector Index. The S&P Power Choose Sector Index is meant to
present a sign of the sample of widespread inventory worth actions of corporations which can be parts of the S&P 500^®
Index and are concerned within the improvement or manufacturing of vitality. The S&P Power Choose Sector Index contains corporations in
the next two industries: (i) oil, fuel and consumable fuels and (ii) vitality gear and companies.

The Power Choose Sector SPDR^® Fund is managed
by the Choose Sector SPDR^® Belief, a registered funding firm. The Choose Sector SPDR^® Belief
consists of 9 separate funding portfolios, together with the Power Choose Sector SPDR^® Fund Data supplied
to or filed with the SEC by the Choose Sector SPDR^® Belief pursuant to the Securities Act of 1933, as amended, and
the Funding Firm Act of 1940, as amended, may be situated by reference to SEC file numbers 333-57791 and 811-08837, respectively,
by means of the SEC’s web site at http://www.sec.gov. As well as, data could also be obtained from different sources together with, however
not restricted to, press releases, newspaper articles and different publicly disseminated paperwork. The underlying shares of the Power
Choose Sector SPDR^® Fund commerce on the NYSE Arca below the ticker image “XLE.”

Now we have derived all data concerning the Power Choose Sector
SPDR^® Fund from publicly obtainable data and haven’t independently verified any data concerning the
Power Choose Sector SPDR^® Fund. This pricing complement relates solely to the securities and to not the Power Choose
Sector SPDR^® Fund. We make no illustration as to the efficiency of the Power Choose Sector SPDR^®
Fund over the time period of the securities.

The securities signify obligations of Citigroup World Markets
Holdings Inc. (assured by Citigroup Inc.) solely. The sponsor of the Power Choose Sector SPDR^® Fund just isn’t concerned
in any means on this providing and has no obligation regarding the securities or to holders of the securities.

Historic Data

The closing worth of the Power Choose Sector SPDR^®
Fund on February 21, 2020 was $54.14.

The graph beneath reveals the closing worth of the Power Choose
Sector SPDR^® Fund for every day such worth was obtainable from January 4, 2010 to February 21, 2020. We obtained the
closing values from Bloomberg L.P., with out unbiased verification. You shouldn’t take historic closing values as a sign
of future efficiency.

Power Choose Sector SPDR® Fund – Historic Closing Values January 4, 2010 to February 21, 2020

Data Concerning the VanEck Vectors^®
Junior Gold Miners ETF

The VanEck Vectors^® Junior Gold Miners ETF is
an exchange-traded fund that seeks to supply funding outcomes that correspond typically to the value and yield efficiency,
earlier than charges and bills, of publicly traded small-capitalization corporations concerned primarily within the mining of gold or silver,
as measured by the MVIS^TM World Junior Gold Miners Index. Nevertheless, for functions of the securities, the efficiency
of the VanEck Vectors^® Junior Gold Miners ETF will replicate solely its worth efficiency, as any dividends paid on
the shares of the VanEck Vectors^® Junior Gold Miners ETF won’t be factored right into a dedication of the closing
worth of the VanEck Vectors^® Junior Gold Miners ETF. Data supplied to or filed with the SEC by VanEck Vectors^®
ETF Belief pursuant to the Securities Act of 1933, as amended, and the Funding Firm Act of 1940, as amended, may be situated
by reference to SEC file numbers 333-123257 and 811-10325, respectively, by means of the SEC’s web site at http://www.sec.gov.
As well as, data could also be obtained from different sources together with, however not restricted to, press releases, newspaper articles and
different publicly disseminated paperwork. The underlying shares of the VanEck Vectors^® Junior Gold Miners ETF commerce
on the NYSE Arca below the ticker image “GDXJ.”

Now we have derived all data concerning the VanEck Vectors^®
Junior Gold Miners ETF from publicly obtainable data and haven’t independently verified any data concerning the VanEck
Vectors^® Junior Gold Miners ETF. This pricing complement relates solely to the securities and to not the VanEck Vectors^®
Junior Gold Miners ETF. We make no illustration as to the efficiency of the VanEck Vectors^® Junior Gold Miners
ETF over the time period of the securities.

The securities signify obligations of Citigroup World Markets
Holdings Inc. (assured by Citigroup Inc.) solely. The sponsor of the VanEck Vectors^® Junior Gold Miners ETF is
not concerned in any means on this providing and has no obligation regarding the securities or to holders of the securities.

Historic Data

The closing worth of the VanEck Vectors^® Junior
Gold Miners ETF on February 21, 2020 was $44.97.

The graph beneath reveals the closing worth of the VanEck Vectors^®
Junior Gold Miners ETF for every day such worth was obtainable from January 4, 2010 to February 21, 2020. We obtained the closing
values from Bloomberg L.P., with out unbiased verification. You shouldn’t take historic closing values as a sign of
future efficiency.

VanEck Vectors® Junior Gold Miners ETF – Historic Closing Values January 4, 2010 to February 21, 2020

United States Federal Tax Issues

You need to learn fastidiously the dialogue below “United
States Federal Tax Issues” and “Threat Components Regarding the Securities” within the accompanying product
complement and “Abstract Threat Components” on this pricing complement.

Because of the lack of any controlling authorized authority, there may be
substantial uncertainty concerning the U.S. federal tax penalties of an funding within the securities. In reference to any
data reporting necessities we might have in respect of the securities below relevant legislation, we intend (within the absence of
an administrative dedication or judicial ruling on the contrary) to deal with the securities for U.S. federal revenue tax functions
as pay as you go ahead contracts with related coupon funds that shall be handled as gross revenue to you on the time acquired or
accrued in accordance along with your common methodology of tax accounting. Within the opinion of our counsel, Davis Polk & Wardwell LLP,
this therapy of the securities is affordable below present legislation; nevertheless, our counsel has suggested us that it’s unable to conclude
affirmatively that this therapy is extra doubtless than to not be upheld, and that different remedies are attainable. Furthermore,
our counsel’s opinion is predicated on market circumstances as of the date of this preliminary pricing complement and is topic
to affirmation on the pricing date.

Assuming this therapy of the securities is revered and topic
to the dialogue in “United States Federal Tax Issues” within the accompanying product complement, the next
U.S. federal revenue tax penalties ought to end result below present legislation:

We don’t plan to request
a ruling from the IRS concerning the therapy of the securities. Another characterization of the securities might materially
and adversely have an effect on the tax penalties of possession and disposition of the securities, together with the timing and character of
revenue acknowledged. As well as, the U.S. Treasury Division and the IRS have requested feedback on numerous points concerning the
U.S. federal revenue tax therapy of “pay as you go ahead contracts” and related monetary devices and have indicated
that such transactions stands out as the topic of future laws or different steerage. Moreover, members of Congress have proposed
legislative modifications to the tax therapy of by-product contracts. Any laws, Treasury laws or different steerage promulgated
after consideration of those points might materially and adversely have an effect on the tax penalties of an funding within the securities,
probably with retroactive impact. You need to seek the advice of your tax adviser concerning attainable different tax remedies of the securities
and potential modifications in relevant legislation.

Withholding Tax on Non-U.S. Holders. As a result of important
elements of the tax therapy of the securities are unsure, individuals having withholding duty in respect of the securities
might withhold on any coupon fee paid to Non-U.S. Holders (as outlined within the accompanying product complement), typically at a
price of 30%. To the extent that we now have (or an affiliate of ours has) withholding duty in respect of the securities,
we intend to so withhold. To be able to declare an exemption from, or a discount in, the 30% withholding, it’s possible you’ll have to adjust to
certification necessities to determine that you’re not a U.S. individual and are eligible for such an exemption or discount below
an relevant tax treaty. You need to seek the advice of your tax adviser concerning the tax therapy of the securities, together with the chance
of acquiring a refund of any quantities withheld and the certification requirement described above.

As mentioned below “United
States Federal Tax Issues—Tax Penalties to Non-U.S. Holders” within the accompanying product complement, Part
871(m) of the Code and Treasury laws promulgated thereunder (“Part 871(m)”) typically impose a 30% withholding
tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to sure monetary devices linked to U.S.
equities (“U.S. Underlying Equities”) or indices that embrace U.S. Underlying Equities. Part 871(m) typically applies
to devices that considerably replicate the financial efficiency of a number of U.S. Underlying Equities, as decided based mostly
on assessments set forth within the relevant Treasury laws. Nevertheless, the laws, as modified by an IRS discover, exempt monetary
devices issued previous to January 1, 2023 that don’t have a “delta” of 1. Based mostly on the phrases of the securities
and representations supplied by us as of the date of this preliminary pricing complement, our counsel is of the opinion that the
securities shouldn’t be handled as transactions which have a “delta” of 1 inside the that means of the laws with
respect to any U.S. Underlying Fairness and, subsequently, shouldn’t be topic to withholding tax below Part 871(m). Nevertheless, the
remaining dedication concerning the therapy of the securities below Part 871(m) shall be made as of the pricing date for the
securities, and it’s attainable that the securities shall be topic to withholding tax below Part 871(m) based mostly on the circumstances
as of that date.

A dedication that the
securities will not be topic to Part 871(m) just isn’t binding on the IRS, and the IRS might disagree with this therapy. Furthermore,
Part 871(m) is advanced and its software might rely in your specific circumstances, together with your different transactions. You
ought to seek the advice of your tax adviser concerning the potential software of Part 871(m) to the securities.

We won’t be required to pay any further quantities with respect
to quantities withheld.

You need to learn the part entitled “United States
Federal Tax Issues” within the accompanying product complement. The previous dialogue, when learn together with
that part, constitutes the total opinion of Davis Polk & Wardwell LLP concerning the fabric U.S. federal tax penalties
of proudly owning and disposing of the securities.

You must also seek the advice of your tax adviser concerning all elements
of the U.S. federal revenue and property tax penalties of an funding within the securities and any tax penalties arising below
the legal guidelines of any state, native or non-U.S. taxing jurisdiction.

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup World Markets Holdings Inc.
and the underwriter of the sale of the securities, is appearing as principal and can obtain an underwriting charge of as much as $40.00
for every safety bought on this providing. The precise underwriting charge shall be equal to the promoting concession supplied to chose
sellers, as described on this paragraph. From this underwriting charge, CGMI pays chosen sellers not affiliated with CGMI a
variable promoting concession of as much as $40.00 for every safety they promote. For the avoidance of doubt, any charges or promoting concessions
described on this pricing complement won’t be rebated if the securities are routinely redeemed previous to maturity.

See “Plan of Distribution; Conflicts of Curiosity”
within the accompanying product complement and “Plan of Distribution” in every of the accompanying prospectus complement
and prospectus for extra data.

Valuation of the Securities

CGMI calculated the estimated worth of the securities set forth
on the quilt web page of this pricing complement based mostly on proprietary pricing fashions. CGMI’s proprietary pricing fashions generated
an estimated worth for the securities by estimating the worth of a hypothetical package deal of monetary devices that may replicate
the payout on the securities, which consists of a fixed-income bond (the “bond element”) and a number of by-product
devices underlying the financial phrases of the securities (the “by-product element”). CGMI calculated the estimated
worth of the bond element utilizing a reduction price based mostly on our inside funding price. CGMI calculated the estimated worth of the
by-product element based mostly on a proprietary derivative-pricing mannequin, which generated a theoretical worth for the devices that
represent the by-product element based mostly on numerous inputs, together with the components described below “Abstract Threat Components—The
worth of the securities previous to maturity will fluctuate based mostly on many unpredictable components” on this pricing complement,
however not together with our or Citigroup Inc.’s creditworthiness. These inputs could also be market-observable or could also be based mostly on assumptions
made by CGMI in its discretionary judgment.

The estimated worth of the securities is a operate of the phrases
of the securities and the inputs to CGMI’s proprietary pricing fashions. As of the date of this preliminary pricing complement,
it’s unsure what the estimated worth of the securities shall be on the pricing date as a result of it’s unsure what the values
of the inputs to CGMI’s proprietary pricing fashions shall be on the pricing date.

For a interval of roughly 4 months following issuance
of the securities, the value, if any, at which CGMI can be prepared to purchase the securities from buyers, and the worth that can
be indicated for the securities on any brokerage account statements ready by CGMI or its associates (which worth CGMI can also
publish by means of a number of monetary data distributors), will replicate a short lived upward adjustment from the value or worth
that may in any other case be decided. This short-term upward adjustment represents a portion of the hedging revenue anticipated to be
realized by CGMI or its associates over the time period of the securities. The quantity of this short-term upward adjustment will decline
to zero on a straight-line foundation over the four-month short-term adjustment interval. Nevertheless, CGMI just isn’t obligated to purchase the securities
from buyers at any time. See “Abstract Threat Components—The securities won’t be listed on any securities change
and it’s possible you’ll not be capable of promote them previous to maturity.”

Sure Promoting Restrictions

Hong Kong Particular Administrative Area

The contents of this pricing complement and the accompanying
product complement, prospectus complement and prospectus haven’t been reviewed by any regulatory authority within the Hong Kong Particular
Administrative Area of the Individuals’s Republic of China (“Hong Kong”). Traders are suggested to train warning
in relation to the supply. If buyers are in any doubt about any of the contents of this pricing complement and the accompanying
product complement, prospectus complement and prospectus, they need to get hold of unbiased skilled recommendation.

The securities haven’t been provided or bought and won’t be
provided or bought in Hong Kong by way of any doc, aside from

There is no such thing as a commercial, invitation or doc regarding
the securities which is directed at, or the contents of that are more likely to be accessed or learn by, the general public of Hong Kong (besides
if permitted to take action below the securities legal guidelines of Hong Kong) aside from with respect to securities that are or are meant to
be disposed of solely to individuals exterior Hong Kong or solely to “skilled buyers” as outlined within the Securities and
Futures Ordinance and any guidelines made below that Ordinance.

Non-insured Product: These securities will not be insured by any
governmental company. These securities will not be financial institution deposits and will not be lined by the Hong Kong Deposit Safety Scheme.

Singapore

This pricing complement and the accompanying product complement,
prospectus complement and prospectus haven’t been registered as a prospectus with the Financial Authority of Singapore, and the
securities shall be provided pursuant to exemptions below the Securities and Futures Act, Chapter 289 of Singapore (the “Securities
and Futures Act”). Accordingly, the securities is probably not provided or bought or made the topic of an invite for subscription
or buy nor might this pricing complement or some other doc or materials in reference to the supply or sale

or invitation for subscription or buy of any securities
be circulated or distributed, whether or not immediately or not directly, to any individual in Singapore aside from (a) to an institutional investor
pursuant to Part 274 of the Securities and Futures Act, (b) to a related individual below Part 275(1) of the Securities and
Futures Act or to any individual pursuant to Part 275(1A) of the Securities and Futures Act and in accordance with the circumstances
laid out in Part 275 of the Securities and Futures Act, or (c) in any other case pursuant to, and in accordance with the circumstances
of, some other relevant provision of the Securities and Futures Act. The place the securities are subscribed or bought below Part
275 of the Securities and Futures Act by a related individual which is:

Any securities referred to herein is probably not registered with
any regulator, regulatory physique or related group or establishment in any jurisdiction.

The securities are Specified Funding Merchandise (as outlined
within the Discover on Suggestions on Funding Merchandise and Discover on the Sale of Funding Product issued by the Financial Authority
of Singapore on 28 July 2011) that’s neither listed nor quoted on a securities market or a futures market.

Non-insured Product: These securities will not be insured by any
governmental company. These securities will not be financial institution deposits. These securities will not be insured merchandise topic to the provisions
of the Deposit Insurance coverage and Coverage Homeowners’ Safety Schemes Act 2011 of Singapore and will not be eligible for deposit insurance coverage
protection below the Deposit Insurance coverage Scheme.

Contact

Purchasers might contact their native brokerage consultant. Third-party
distributors might contact Citi Structured Funding Gross sales at (212) 723-7005.

© 2020 Citigroup World Markets Inc. All rights reserved.
Citi and Citi and Arc Design are logos and repair marks of Citigroup Inc. or its associates and are used and registered all through
the world.