花旗集团美股招股说明书(2026-02-04版)

March, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH30313 Citigroup Global Markets Holdings Inc. Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the EURO STOXX 50®Index, the Nasdaq- 100 Index®and the S&P 500®Index Due March 9, 2029 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 thepotential for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securitiesof the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debtsecurities of the same maturity because you may not receive one or more, or any, contingent coupon payments, and (ii) the value of what you receive at maturity may be significantly less You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements inany one of the underlyings. Although you will have downsideexposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation of any underlying. 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 andCitigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Valuation dates:June 8, 2026, September 8, 2026, December 7, 2026, March 8, 2027, June 7, 2027, September 7, 2027, December 6, 2027, March 6, 2028, June6, 2028, September 6, 2028, December 6, 2028 and March 6, 2029 (the “final valuation date”), each subject to postponement if such date is not ascheduled trading day or certain market disruption events occur Contingent coupon:On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to at least 2.775% of thestated principal amount of the securities (equivalent to a contingent coupon rate ofat least 11.10% per annum)(to be determined on the pricingdate)if and only ifthe closing value of the worst performing underlying on the immediately preceding valuation date is greater thanor equal to its If the securities are not redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to the final contingentcoupon payment, if applicable): ■If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits final barrier value:$1,000■If the final underlying value of the worst performing underlying on the final valuation date isless thanits final barrier value: If the securities are not redeemed prior to maturity and the final underlying value of the worst performing underlying on the finalvaluation date is less than its final barrier value, you will receive significantly less than the stated principal amount of your securities,and possibly nothing, at maturity, and you will not receive any contingent coupon payment at maturity. (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $931.00 per security, which will be less than the issue price. Theestimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication ofthe price, if any, at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.(2) CGMI will receive an underwriting fee of up to $1.50 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwritingfee.For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit fromexpected 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) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above, theunderwriting fee is variable. In addition, CGMI will pay to one or more electronic platform providers a fee of up to $1.50 for each security sold in this offering where related selected dealers and/or cust