花旗集团美股招股说明书(2026-03-18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, 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 18, 2026Citigroup Global MarketsMarch, 2026 Holdings Inc. Bearish Upturn Securities Linked to the S&P 500®Index Due May 25, 2027▪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 interestand do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may begreater than, equal to or less than the stated principal amount, depending on the inverse performance of theunderlying specified below from the initial underlying value to the final underlying value.▪The securities offer modified inverse exposure to the performance of the underlying, which means that you will receive a positive return at maturity only if the underlying depreciates and will incur a loss at maturity if the underlyingappreciates. The securities offer the opportunity for positive participation in a limited range of potential depreciation ofthe underlying at the participation rate specified below. In exchange, investors in the securities must be willing to forgoany depreciation of the underlying in excess of the maximum return at maturity specified below and must be willing toforgo any dividends with respect to the underlying. In addition, investors in the securities must be willing to accept fulldownside exposure to any appreciation of the underlying.If the final underlying value is greater than the initialunderlying value, you will lose 1% of the stated principal amount of your securities for every 1% by which thefinal underlying value is greater than the initial underlying value, subject to the maximum loss at maturity. Youmay lose your entire investment in the securities.▪In order to obtain the modified inverse exposure to the underlying 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 If the underlying appreciates from the initial underlying value to the final underlyingvalue, your payment at maturity will be less, and possibly significantly less, than the$1,000 stated principal amount per security. You should not invest in the securitiesunless you are willing and able to bear the risk of losing some, and up to all, of yourinvestment., the closing value of the underlying on the pricing date (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $913.50 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 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 fee-based advisory accounts will be $976.50 per security. (3) CGMI will receive an underwriting fee of up to $23.50 for each security sold in this offering.The total underwriting feeand 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 theunderwriting 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 $1.00 for each security sold in this offering where relatedselected dealers and/or custodians implement or utilize such providers.(4) 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, the underwriting fee is variable.Investing in the securities involves risks not associated with a