花旗集团美股招股说明书(2026-01-14版)

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, prospectus supplement and prospectus are not an offer to sellthese securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is notpermitted.SUBJECT TO COMPLETION, DATED JANUARY 13, 2026Citigroup Global MarketsJanuary, 2026 Holdings Inc. Contingent Income Auto-Callable Securities Due January, 2027Based on the Performance of the Common Stock of Alphabet Inc. Principal at Risk SecuritiesOverview ▪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 monthly 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 samematurity because you may not receive one or more, or any, contingent coupon payments; (ii) your actual yield may benegative because your payment at maturity may be significantly less than the stated principal amount of yoursecurities, and possibly zero; and (iii) the securities may be automatically redeemed prior to maturity beginningapproximately one month after the issue date. Each of these risks will depend on the performance of the shares ofcommon stock of Alphabet Inc. (the “underlying shares”), as described below. Although you will be exposed todownside risk with respect to the underlying shares, you will not participate in any appreciation of the underlyingshares or receive any dividends paid on the underlying shares.▪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.Allpayments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc.KEY TERMS If the securities are not automatically redeemed prior to maturity, for each $1,000 statedprincipal amount security you hold at maturity, you will receive cash in an amount determinedas follows:If the final share price isgreater than or equal tothe downside threshold price: $1,000 + the contingent coupon payment due at maturity (including any previously unpaid monthlycontingent coupon payments) If the final share price isless thanthe downside threshold price: $1,000 + [$1,000 × thebuffer rate × (the share return + the buffer amount)]If the final share price is less than the downside threshold price you will receive less, (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $945.00 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 thesecurities from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.(2) 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 $1.00 for each $1,000.00 security sold in this offering. Certain selecteddealers, including Morgan Stanley Wealth Management, and their financial advisors will collectively receive from CGMI afixed selling concession of $0.50 for each $1,000.00 security they sell. Additionally, it is possible that CGMI and itsaffiliates 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) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.50 for each security. Investing in the securities involves risks not associated with an investment in conventionaldebt securities. See “Summary Risk Factors” beginning on page PS-9.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contraryis a criminal offense.You should read this pricing supplement tog