花旗集团美股招股说明书(2026-03-10版)

This Amended and Restated Pricing Supplement No. 2026-USNCH30895 is being filed to revise the underwritingfee and proceeds to issuerThe 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 and Exchange Commission. This preliminary pricingsupplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectusare not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offeror sale is not permitted.SUBJECT TO COMPLETION, DATED MARCH 9, 2026 Citigroup Global MarketsHoldings Inc. Autocallable Barrier Securities Linked to the S&P 500®Index Due March 13, 2029▪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 debt securities, the securities do not pay interest,do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on theterms described 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 the underlying is greater than or equal to the initialunderlying value. If the securities are not automatically redeemed prior to maturity, then at maturity the securities willprovide for (i) if the final underlying value is greater than or equal to the initial underlying value, repayment of thestated principal amountplusa return equal to the greater of the premium specified below and a return reflectingparticipation in any appreciation of the underlying from the initial underlying value at the upside participation ratespecified below or (ii) contingent repayment of the stated principal amount at maturity if the underlying depreciates,but onlyso long as the final underlying value is greater than or equal to the final barrier value specified below.However, if the securities are not automatically redeemed prior to maturity and the final underlying value isless than the final barrier value, you will lose 1% of the stated principal amount of your securities for every1% by which the final underlying value is less than the initial underlying value.Although you will have downsideexposure to the underlying, you will not receive dividends with respect to the underlying.▪Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) therisk of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.All payments 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:The S&P 500®IndexStated principalamount:$1,000 per securityStrike date:March 5, 2026Pricing date:March 6, 2026Issue date:March 13, 2026Valuation dates:March 22, 2027, March 6, 2028 and March 6, 2029 (the “final valuation date”), each subject topostponement if such date is not a scheduled trading day or certain market disruption eventsoccurMaturity date:Unless earlier redeemed, March 13, 2029Automatic earlyredemption:If, on any valuation date prior to the final valuation date, the closing value of the underlying isgreater than or equal to the initial underlying value, the securities will be automatically redeemedon the fifth business day immediately following that valuation date for an amount in cash persecurity equal to $1,000 plus the premium applicable to that valuation date. If the securities areautomatically redeemed following any valuation date prior to the final valuation date, they willcease to be outstanding and you will not receive the premium applicable to any later valuationdate.Premium:The premium applicable to each valuation date is the percentage of the stated principal amountindicated below.The premium may be significantly less than the appreciation of theunderlying from the pricing date to the applicable valuation date.•March 22, 2027:9.00% of the stated principal amount•March 6, 2028:18.00% of the stated principal amount•March 6, 2029:27.00% of the stated principal amountPayment at maturity:If the securities are not automatically redeemed prior to maturity, you will receive at maturity foreach security you then hold:If the final underlying value isgreater than or equal tothe initial underlying value:$1,000 + the greater of (i) the premium applicable to the final valuation date and (ii) thereturn amountIf the final underlying value isless thanthe initial un