花旗集团美股招股说明书(2026-01-15版)

The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to thesesecurities has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanyingproduct supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer tobuy these securities, in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED JANUARY 15, 2026Citigroup Global MarketsJanuary-- ---, 2026 Holdings Inc. Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH29976Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Autocallable Buffered Notes Based on the Common Stock of Oracle Corporation Due January----, 2028 Overview▪The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.Unlike conventional debt securities, the securities do not payinterest, do not guarantee the repayment of principal at maturity and are subject to potential automatic earlyredemption on the terms described below.Your return on the securities will depend on the performance of the sharesof the common stock of Oracle Corporation (the “underlying shares”) from the initial share price to the final shareprice.▪The securities offer the potential for automatic early redemption at a premium if the closing price of the underlying shares on the valuation date prior to the final valuation date is greater than or equal to the initial share price. If thesecurities are not automatically redeemed prior to maturity, the securities will provide for modified exposure to theperformance of the underlying shares, with (i) if the final share price is greater than or equal to the initial share price,repayment of the stated principal amount plus the greater of a return equal to the premium applicable to the finalvaluation date and a return reflecting participation in the appreciation of the underlying shares from the initial shareprice to the final share price at the upside participation rate specified below, (ii) contingent repayment of the statedprincipal amount at maturity if the underlying shares depreciate,but onlyso long as the final share price is greaterthan or equal to the final buffer price specified below and (iii) a limited buffer against any depreciation of theunderlying shares as described below. In exchange for these features, investors in the securities must be willing to (i)forgo any dividends that may be paid on the underlying shares and (ii) accept downside exposure to any depreciationof the underlying shares in excess of the buffer percentage specified below on the final valuation date.If thesecurities are not automatically redeemed prior to maturity and the underlying shares depreciate by morethan the buffer percentage from the initial share price to the final share price, you will lose more than 1% ofthe stated principal amount of your securities for every 1% by which that depreciation exceeds the bufferpercentage. Accordingly, the lower the final share price, the less benefit you will receive from the bufferpercentage. You may lose your entire investment in the securities.▪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 amount 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 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.Underlying shares:Shares of the common stock of Oracle Corporation (ticker symbol: “ORCL”) (the “underlyingshare issuer”)Aggregate statedprincipal amount:$Stated principal amount:$1,000 per securityStrike date:January 14, 2026Pricing date:January, 2026 (expected to be January 16, 2026)Issue date:January, 2026 (expected to be January 22, 2026)Valuation dates:Expected to be January 27, 2027 and January 18, 2028 (the “final valuation date”), eachsubject to postponement if such date is not a scheduled trading day or if certain marketdisruption events occurMaturity date:Unless earlier redeemed, January, 2028 (expected to be January 21, 2028), subject topostponement as described under “Additional Information” belowAutomatic earlyredemption:If, on the valuation date prior to the final valuation date, the closing price of the underlyingshares is greater than or equal to the initial share price, the securities will be automaticallyredeemed on the third business day immediately following that valuation date for an amount incash per security equal to $1,000 plus the related premium.Premium:The premium applica