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(2026-02-05版) - 发现报告

花旗集团美股招股说明书(2026-02-05版)

2026-02-05美股招股说明书一***
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花旗集团美股招股说明书(2026-02-05版)

The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities andExchange Commission. This preliminary pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are not an offerto sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted. February, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH[ ] Citigroup Global Markets Holdings Inc. Autocallable Securities Linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER Due February 19, 2031 The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debtsecurities, the securities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on the termsdescribed below. Your return on the securities will depend on the performance of the underlying specified below. The securities offer the potential for automatic early redemption at a premium following the first valuation date (other than the final valuation date) on which the closing value of theunderlying is greater than or equal to the initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities will provide for (i) repayment of the statedprincipal amountplusa premium at maturity if the final underlying value is greater than or equal to the initial underlying value or (ii) repayment of the stated principal amount at maturity,with no premium, if the final underlying value is less than the initial underlying value but greater than or equal to the final barrier value specified below.However, if the securities are not The underlying is highly risky because it may reflect highly leveraged exposure to any decline in the S&P 500 Futures Excess Return Index. The S&P 500 Futures ExcessReturn Index tracks futures contracts on the S&P 500®Index and is likely to underperform the S&P 500®Index because of an implicit financing cost. In addition, the 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. Automatic early redemption:If, on any valuation date prior to the final valuation date, the closing value of the underlying is greater than or equal to the initial underlying value,the securities will be automatically redeemed on the fifth business day immediately following that valuation date for an amount in cash per securityequal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemed following any valuation date prior (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $896.50 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 $8.00 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. underwriting 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 custodians implement or utilize such providers. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and theaccompanying product supplement,