花旗集团美股招股说明书(2026-01-30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 29, 2026Citigroup Global MarketsJanuary, 2026 Holdings Inc. Contingent Barrier Digital Notes Based on Shares of the iShares®Silver Trust Due August, 2027Overview ▪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 and do not guarantee repayment of principal at maturity. Instead, the securities offer a payment at maturitythat may be greater than or less than the stated principal amount, depending on the performance of the shares of theiShares®Silver Trust (the “underlying shares”) from the initial share price to the final share price.▪The securities offer a fixed return at maturity so long as the underlying shares do not depreciate by more than 40.00% from the initial share price to the final share price.In exchange for this feature, investors in the securities must bewilling to forgo (i) participation in any appreciation of the underlying shares beyond the fixed return amount, (ii) anydividends that may be paid on the underlying shares and (iii) interest on the securities.In addition, investors in thesecurities must be willing to accept full downside exposure to the underlying shares if the underlying shares depreciateby more than 40.00% from the initial share price to the final share price.If the underlying shares depreciate bymore than 40.00% from the initial share price to the final share price, you will lose 1% of the stated principalamount of your securities for every 1% by which the final share price is less than the initial share price.Thereis no minimum payment at maturity.▪In order to obtain the modified exposure to the underlying shares that the securities provide, investors 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 underthe securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to thecredit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMS (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $897.00 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) The issue price for investors purchasing the securities in fiduciary accounts is $987.50 per security. (3) CGMI will receive an underwriting fee of $12.50 for each security sold in this offering.J.P. Morgan Securities LLC andJPMorgan Chase Bank, N.A. will act as placement agents for the securities and, from the underwriting fee to CGMI, willreceive a placement fee of $12.50 for each security they sell in this offering to accounts other than fiduciaryaccounts.CGMI and the placement agents will forgo an underwriting fee and placement fee for sales to fiduciaryaccounts.For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricingsupplement.In addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related tothis offering, even if the value of the securities declines.See “Use of Proceeds and Hedging” in the accompanyingprospectus.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.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 together with the accompanying product supplement, prospectus The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit InsuranceCorporation or any other governmental agency, nor are they obligations of, or guaranteed by, a