花旗美股招股说明书(2026-05-20版)

these securities has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and theaccompanying product supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are theysoliciting an offer to buy these securities, in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED MAY 20, 2026Citigroup Global Markets Holdings Inc.May, 2026 Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH32069Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-293732 and 333-293732-02 Contingent Income Auto-Callable Securities Due May, 2027Based on the Performance of the Common Stock of Alphabet Inc. Principal at Risk SecuritiesOverview ▪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 the potential for monthly contingent coupon payments at anannualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debtsecurities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) youractual yield may be lower than the yield on our conventional debt securities of the same maturity because you may not receiveone or more, or any, contingent coupon payments; (ii) your actual yield may be negative because your payment at maturitymay be significantly less than the stated principal amount of your securities, and possibly zero; and (iii) the securities may beautomatically redeemed prior to maturity beginning approximately one month after the issue date. Each of these risks willdepend on the performance of the shares of common stock of Alphabet Inc. (the “underlying shares”), as described below.Although you will be exposed to downside risk with respect to the underlying shares, you will not participate in anyappreciation of the underlying shares or receive any dividends paid on the underlying shares.▪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 and Citigroup Inc. default on our obligations.All payments on thesecurities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMS If, on any potential redemption date, the closing price of the underlying shares on that date is greaterthan or equal to the initial share price, each security you then hold will be automatically redeemed onthe related contingent coupon payment date for an amount in cash equal to the early redemptionpayment. If the securities are redeemed, no further payments will be made.The stated principal amount of $1,000 per securityplusthe related contingent coupon payment If the securities are not automatically redeemed prior to maturity, for each $1,000 stated principalamount security you hold at maturity, you will receive cash in an amount determined as follows:If the final share price isgreater than or equal tothe downside threshold price: $1,000 + the If the final share price is less than the downside threshold price you will receive less, andpossibly significantly less, than the stated principal amount of your securities at maturity,and you will not receive any contingent coupon payment (including any previously unpaidmonthly contingent coupon payments) at maturity.$, the closing price of the underlying shares on the strike date (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will beat least $948.00 per security, which will be less than the issue price. The estimated value of the securities is based on CGMI’sproprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, noris it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any timeafter issuance. See “Valuation of the Securities” in this pricing supplement.(2) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $1.00 for each $1,000.00 security sold in this offering. Certain selected dealers,including Morgan Stanley Wealth Management, and their financial advisors will collectively receive from CGMI a fixed sellingconcession of $0.50 for each $1,000.00 security they sell. Additionally, it is possible that 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) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $0.50 for each security. Investing i