您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:花旗集团美股招股说明书(2026-01-28版) - 发现报告

花旗集团美股招股说明书(2026-01-28版)

2026-01-28 美股招股说明书 向向
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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 February, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH[ ]Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Callable Dual Directional Barrier Securities Linked to the S&P 500 Futures Excess Return Index Due CitigroupGlobalMarketsHoldingsInc. February 27, 2031 ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc.Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed amount of principal at maturity.The underlying tracks futures contracts on the S&P 500® performance of the S&P 500®Index because of an implicit financing cost. See “Summary Risk Factors” for more information.▪We have the right to call the securities for mandatory redemption at a premium on any potential redemption datespecified below. If we do not exercise our right to redeem the securities prior to maturity, then the securities will nolonger offer the opportunity to receive a premium but instead will offer (i) the opportunity to participate in anyappreciation of the underlying at the upside participation rate specified below and (ii) the opportunity for a positivereturn at maturity if the underlying depreciates based on the absolute value of that depreciation,but onlyso long as the final underlying value is greater than or equal to the final barrier value specified below. In exchange for thesefeatures, investors in the securities must be willing to forgo any dividends with respect to the underlying. In addition, investors in the securities must be willing to accept downside exposure to the depreciation of the underlying on thefinal valuation date if the final underlying value is less than the final barrier value.If we do not redeem the securitiesprior to maturity and the final underlying value is less than the final barrier value, you will lose 1% of the KEY TERMS Pricing date:February 24, 2026Issue date:February 27, 2026 Valuation date:February 24, 2031, subject to postponement if such date is not a scheduled trading day or certainmarket disruption events occurMaturity date:Unless earlier redeemed, February 27, 2031Redemption:We may call the securities, in whole and not in part, for mandatory redemption on any potential redemption date upon not less than three business days’ notice. Following an exercise of our call right, you will receive for each security you then hold an amount in cash per security equal to$1,000plusthe premium applicable to that potential redemption date. If the securities areredeemed following any potential redemption date, they will cease to be outstanding and you willno longer have the opportunity to participate in any appreciation of the underlying at the upsideparticipation rate. Potential redemptiondates:March 1, 2027, March 30, 2027, April 29, 2027, May 27, 2027, June 29, 2027, July 29, 2027,August 27, 2027, September 29, 2027, October 28, 2027, November 30, 2027, December 30,2027, January 27, 2028, February 29, 2028, March 29, 2028, April 27, 2028, May 30, 2028, June (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $876.50 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 the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the valueof the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus. In addition, CGMI will payto one or more electronic platform providers a fee of up to $2.50 for each security sold in this offering where relatedselected dealers and/or custodians implement or utilize such providers. (3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for anysecurity, assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable. Investing in the securities involves risks not associated with an investment in conventionaldebt securities. Se