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]:花旗美股招股说明书(2026-06-12版) - 发现报告

花旗美股招股说明书(2026-06-12版)

2026-06-12 美股招股说明书 杨框子
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relating to these securities has been filed with the Securities and Exchange Commission. This preliminary pricingsupplement and the accompanying product supplement, index supplement, prospectus supplement and prospectus arenot an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offer orsale is not permitted.SUBJECT TO COMPLETION, DATED JUNE 11, 2026Citigroup Global Markets HoldingsJune, 2026 Inc. Autocallable Securities Linked to the Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™ IndexER Due July 3, 2036▪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, donot guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on aperiodic basis on the terms described below. Your return on the securities will depend on the performance of theunderlying 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 initial underlyingvalue. If the securities are not automatically redeemed prior to maturity, the securities will provide for (i) repayment ofthe stated principal amountplusa premium at maturity if the final underlying value is greater than or equal to the initialunderlying value or (ii) repayment of the stated principal amount at maturity, with no premium, if the final underlyingvalue 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 automatically redeemed prior to maturity and the final underlying value is less than the final barrier value, you will lose 1% of the stated principal amount of your securities for every 1% bywhich 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 or participate in anyappreciation of the underlying.▪The underlying is highly risky because it may reflect highly leveraged exposure to any decline in the Citi Equity US Tech Large Cap QX Market Tracker Series 4 Index, which we refer to as the “underlying futures index”.Theunderlying futures index tracks futures contracts on the Nasdaq-100 Index®and is likely to underperform theNasdaq-100 Index®because of an implicit financing cost.In addition, the underlying is subject to a decrementof 6% per annum, which will be a significant drag on its performance.Each of the underlying and theunderlying futures index is published by Citigroup Global Markets Limited, an affiliate of ours. You shouldcarefully review the section “Summary Risk Factors—Summary of Key Risks Relating to the Underlying” in thispricing supplement.▪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 paymentson the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMS If the securities are not automatically redeemed prior to maturity and the final underlyingvalue is less than the final barrier value, you will receive significantly less than the statedprincipal amount of your securities, and possibly nothing, at maturity., 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 $850.00 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) 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 from expected hedging activity related tothis offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanyingprospectus. In addition, CGMI will pay to one or more electronic platform providers a fee of $1.50 for each security sold inthis offering where related selected dealers and/or custodians implement or utilize such providers.Investing in the securities involves risks not associated with an investment