花旗集团美股招股说明书(2026-01-12版)

Citigroup Global Markets Holdings Inc. Autocallable Equity Linked Securities Linked to the Worst Performing of Apple Inc. and NVIDIA Corporation Due January 27, 2028 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 offerperiodic coupon payments at an annualized rate that is generally higher than the yield on our conventional debt securities of the same maturity. In exchange for this higher yield, you mustbe willing to accept the risks that (i) the value of what you receive at maturity may be significantly less than the stated principal amount of your securities, and may be zero (excluding the You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements inany one of the underlyings. Although you will have downsideexposure 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 andCitigroup 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. Coupon payment dates:The 27th day of each January, April, July and October beginning in April 2026. If any coupon payment date is not a business day,the payment to be made on that coupon payment date will be made on the next succeeding business day with the same force If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold (inaddition to the final coupon payment): If the final underlying value of the worst performing underlying on the valuation date isgreater than or equal toits final ■barrier value: $1,000■If the final underlying value of the worst performing underlying on the valuation date isless thanits final barrier value:a fixed number of underlying shares of the worst performing underlying on the valuation date equal to its equity ratio (or, if If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performingunderlying on the valuation date is less than its final barrier value, you will receive underlying shares of the worstperforming underlying on the valuation date (or, in our sole discretion, cash) that will be worth significantly less than (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $924.00 per security, which will be less than theissue 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 ouraffiliates, 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 (2) 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 affiliatesmay 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. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricingsupplement and the accompanying product supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminaloffense. You should read this pricing supplement together with the accompanying product supplement, prospectus supplement and prospectus, which can be accessed via thehyperlinks below: 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 theyobligations of, or guaranteed by, a bank. Citigroup Global Markets Holdings Inc. Citigroup Global Markets Holdings Inc. Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, assupplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain importantdisclosures that are not repeated in this pricing supplement. For example, the accompanying product supplement contains important informationabout 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 Closing Value.The “closing value” of each underlying