花旗美股招股说明书(2026-07-09版)

and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are not an offer to sellthese securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED JULY 9, 2026Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-293732 and 333-293732-02 July, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH33000 to Product Supplement No. EA-08-03dated February 25, 2026, Underlying Supplement No. 13 dated February 25, 2026 andProspectus Supplement and Prospectus each dated February 25, 2026Citigroup Global Markets Holdings Inc. All Payments Due from Citigroup Global Markets Holdings Inc. Fully and Unconditionally Guaranteed by Citigroup Inc.Market Linked Securities—Auto-Callable with Contingent Coupon and ContingentDownside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000®Index and theS&P 500®Index due July 20, 2029Linked to thelowest performingof the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500® Index (each referredto as an “underlying”)Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principalat maturity and are subject to potential automatic redemption prior to maturity upon the terms describedbelow.Whether the securities pay a contingent coupon, whether the securities are automatically redeemed prior to maturityand, if they are not automatically redeemed, whether you are repaid the stated principal amount of your securities at maturitywill depend in each case on the closing value of the lowest performing underlying on the relevant calculation day.The lowestperforming underlying on any calculation day is the underlying that has the lowest performance factor on that calculation dayContingent Coupon.The securities will pay a contingent coupon on a quarterly basis until the earlier of maturity or automatic redemption if,and only if, the closing value of the lowest performing underlying on the relevant calculation day is greater thanor equal to its coupon threshold value.However, if the closing value of the lowest performing underlying on a calculation dayis less than its coupon threshold value, you will not receive any contingent coupon on the relevant contingent coupon date.Ifthe closing value of the lowest performing underlying is less than its coupon threshold value on every calculation day, you willnot receive any contingent coupons throughout the entire term of the securities. The contingent coupon rate will be determinedon the pricing date and will be at least 11.00% per annumAutomatic Redemption.If the closing value of the lowest performing underlying on any potential autocall date from January 2027 to April 2029, inclusive, is greater than or equal to its starting value, we will automatically redeem the securities for thestated principal amountplusthe related contingent coupon paymentPotential Loss of Principal.If the securities are not automatically redeemed prior to maturity, you will receive the stated principal amount at maturity if,and only if, the closing value of the lowest performing underlying on the final calculation day isgreater than or equal to its downside threshold value.If the closing value of the lowest performing underlying on the finalcalculation day is less than its downside threshold value, you will lose a significant portion, and possibly all, of the statedprincipal amount of your securitiesThe coupon threshold value and downside threshold value for each underlying are equal to 75% of its starting value If the securities are not automatically redeemed prior to maturity, you will have full downside exposure to the lowest performingunderlying from its starting value if its closing value on the final calculation day is less than its downside threshold value, butyou will not participate in any appreciation of any underlying and will not receive any dividends on securities included in anyunderlyingYour return on the securities will dependsolelyon the performance of the underlying that is the lowest performing underlying on each calculation day.You will not benefit in any way from the performance of any better performing underlying.Therefore,you will be adversely affected ifany underlyingperforms poorly, even if any other underlying performs favorablyAll payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; if Citigroup Global Markets Holdings Inc. and Citigroup Inc. default on their obligations, you could lose some or all of yourinvestmentThe securities will not be listed on any securities exchange and, accordingly, may have limited or no liquidity.You should not The securities have complex features and investing in the securities involves risks not associated with an investment inconventional debt sec