花旗集团美股招股说明书(2026-01-13版)

This Amended and Restated Pricing Supplement No. 2026-USNCH29843 is being filed to revise the fee being paidto electronic platform providers. The information in this preliminary pricing supplement is not complete and may be changed. A registration statementrelating to these securities has been filed with the Securities and Exchange Commission. This preliminary pricingsupplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus SUBJECT TO COMPLETION, DATED JANUARY 12, 2026JanuaryMedium-Term Senior Notes, Series NAmended and Restated Pricing Supplement No. 2026-USNCH29843Filed Pursuant to Rule 424(b)(3)Registration Statement Nos. 333-270327 and 333-270327- Citigroup Global Markets 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® ▪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 couponpayments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on ourconventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing toaccept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the same You will be subject to risks associated with each of the underlyings and will be negatively affected by adversemovements inany one of the underlyings. Although you will have downside exposure to the worst performingunderlying, you will not receive dividends with respect to any underlying or participate in any appreciation of any ▪Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) therisk 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. andCitigroup Inc. Payment at maturity:If the securities are not redeemed prior to maturity, you will receive at maturity for each securityyou 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 (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $932.00 per security, which will be less than the issue price. The estimated value of the securities is basedon CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or otherof 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 and proceeds to issuer in the table above give effect to the actual total underwriting fee. For more information on thedistribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to theunderwriting fee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplementand prospectus contain important disclosures that are not repeated in this pricing supplement. For example, theaccompanying product supplement contains important information about how the closing value of each underlying will bedetermined and about adjustments that may be made to the terms of the securities upon the occurrence of marketdisruption events and other specified events with respect to each underlying. The accompanying underlying supplement Hypothetical Examples The examples in the first section below illustrate how to determine whether a contingent coupon will be paid following avaluation date. The examples in the second section below illustrate how to determine the payment at maturity on the 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 valueand final barrier value of each underlying, see the cover page of this pricing supplement. We have used these hypotheticalvalues, rather than the actual values, to simplify the calculations and aid understanding of how the securities work. The three hypothetical examples below illustrate how to determine whether a contingent coupon will be paid following ahypothetical valuation date, assuming that the closing values of the underlyings on the hyp