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(2026-07-06版) - 发现报告

花旗美股招股说明书(2026-07-06版)

2026-07-06 美股招股说明书 王英杰
报告封面

July, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH32911Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-293732 and 333-293732-02 Citigroup Global Markets Holdings Autocallable Barrier Securities Linked to the EURO STOXX 50®Index Due July 31, 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 the terms 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 valuation date prior to the final valuation date if the closing value of the underlying is greater thanor equal to the initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities will no longer offer the opportunity to receive a premium, but instead,at maturity, will provide for (i) the opportunity to participate in any appreciation of the underlying from the initial underlying value at the upside participation rate specified below and (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 valuespecified 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% ofthe stated principal amount of your securities for every 1% by which the final underlying value is less than the initial underlying value.Although you will have downside exposureto 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) 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 the valuation date prior to the final valuation date, the closing value of the underlying is greater than or equal to the initial underlyingvalue, the securities will be automatically redeemed on the third business day immediately following that valuation date for an amount incash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemedfollowing the valuation date prior to the final valuation date, they will cease to be outstanding and you will not have the opportunity toparticipate in any appreciation of the underlying. Premium:The premium applicable to the valuation date prior to the final valuation date is the percentage of the stated principal amount indicatedbelow.The premium may be significantly less than the appreciation of the underlying from the pricing date to the valuation dateprior to the final valuation date.•July 28, 2027:10.00% of the stated principal amount If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold:■If the final underlying value isgreater thanthe initial underlying value: $1,000 + the return amount■If the final underlying value isless than or equal tothe initial underlying value butgreater than or equal tothe final barriervalue:$1,000■If the final underlying value isless thanthe final barrier value:$1,000 + ($1,000 × the underlying return) If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the final barriervalue, you will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity. (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $905.00 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) The issue price for investors purchasing the securities in fee-based advisory accounts will be $965.00 per security, assuming no custodial fee is charged by a selected dealer, and up to $970.00 persecurity, assuming the maximum custodial fee is charged by a selected dealer. See “Supplemental Plan of Distributio