花旗美股招股说明书(2026-07-17版)

The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to thesenotes has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying productsupplement, underlying supplement, prospectus supplement and prospectus are not an offer to sell these notes, nor are they solicitingan offer to buy these notes, in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED JULY 16, 2026Citigroup Global Markets Holdings Inc.July---, 2026 Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH[]Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-293732 and333-293732-02Bearish Autocallable Market-Linked Notes Linked to the S&P 500® Index Due January 26, 2028Overview ▪The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.Unlike conventional debt securities, the notes do not pay interest.Your return on the notes will depend on the performance of the underlying specified below.▪The notes offer the potential for automatic early redemption at a premium if the closing value of the underlying is less than or equal to the autocall barrier value on any trading day during an autocall period, as specified below.If the notes are not automatically redeemed prior to maturity, the notes will offer the opportunity for a positive return at ▪maturity if the underlying depreciates from the initial underlying value to the final underlying value based on theabsolute value of that depreciation. If the final underlying value is greater than or equal to the initial underlying value,you will be repaid the stated principal amount of your notes at maturity but will not receive any positive return on yourinvestment.▪The notes offer modified inverse exposure to the performance of the underlying, which means that you will receive a positive return on your investment only if the underlying depreciates from the initial underlying value to or below theautocall barrier value on any trading day during an autocall period or, if the notes are not automatically redeemed, ifthe underlying depreciates from the initial underlying value to the final underlying value at maturity.In exchange for these features, investors in the notes must be willing to forgo any dividends with respect to the ▪underlying. If the notes are not automatically redeemed and the final underlying value is greater than or equal to theinitial underlying value, you will not receive any positive return on your investment in the notes.Even if you doreceive a positive return at maturity, there is no assurance that your total return at maturity on the notes willcompensate you for the effects of inflation or be as great as the yield you could have achieved on a conventional debtsecurity of ours of comparable maturity.▪To obtain the modified inverse exposure to the underlying that the notes 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 under the notesif we and Citigroup Inc. default on our obligations.All payments on the notes are subject to the credit risk ofCitigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMS (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the notes on the pricing date willbe at least $925.50 per note, which will be less than the issue price. The estimated value of the notes 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 ouraffiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes fromyou at any time after issuance. See “Valuation of the Notes” in this pricing supplement.(2) CGMI will pay selected dealers a structuring fee of up to $3.75 for each note sold in this offering. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the notes. CGMI will paythese service providers a fee of up to $3.50 per note in consideration for providing marketing, education, structuring orreferral services with respect to financial advisors or selected dealers. For more information on the distribution of thenotes, see “Supplemental Plan of Distribution” in this pricing supplement. CGMI and its affiliates may profit from expectedhedging activity related to this offering, even if the value of the notes declines. See “Use of Proceeds and Hedging” in theaccompanying prospectus. In addition, CGMI will pay to one or more electronic platform providers a fee of up to $1.50 foreach note sold in this offering where related selected dealers and/or custodians implement or utilize such providers.Investing in the notes involves risks not associated with an inve