|
The information in this preliminary
pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities
and Exchange Commission. This preliminary pricing supplement and the accompanying prospectus supplement and prospectus are not an offer
to sell these 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 MAY 15,
2026
|
| Citigroup Global Markets Holdings Inc. |
May----,
2026
Medium-Term Senior Notes,
Series N
Pricing Supplement No. 2026-USNCH[ ]
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-293732 and 333-293732-02 |
Callable Zero Coupon Notes Due May 20, 2056
| · | The notes mature on the maturity date specified below, subject to our right to call the notes for mandatory redemption prior to maturity
on any redemption date specified below. The notes do not pay any interest. Instead, the amount that you receive upon
mandatory redemption at our option or at maturity, as applicable, will reflect an accretion on the stated principal amount at the accrual
yield specified below. |
| · | The notes are unsecured senior debt obligations of Citigroup Global Markets Holdings Inc. and are guaranteed by Citigroup Inc. All
payments due on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. |
| · | It is important for you to consider the information contained in this pricing supplement together with the information contained
in the accompanying prospectus supplement and prospectus. The description of the notes below supplements, and to the extent inconsistent
with replaces, the description of the general terms of the notes set forth in the accompanying prospectus supplement and prospectus. |
| KEY TERMS |
| Issuer: |
Citigroup Global Markets Holdings Inc., a wholly
owned subsidiary of Citigroup Inc. |
| Guarantee: |
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc. |
| Stated principal amount: |
$1,000 per note |
| Pricing date: |
May 18, 2026 |
| Original issue date: |
May 20, 2026 |
| Maturity date: |
Unless earlier redeemed, May 20, 2056. If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date. No interest or yield will accrue as a result of delayed payment. |
| Payment at maturity: |
Unless earlier redeemed, the accreted value as of the maturity date, for a payment at maturity equal to $7,116.3443 per $1,000 stated principal amount note. |
| Interest: |
The notes do not pay any interest |
| Accrual yield: |
6.76% per annum based on the stated principal amount (compounded annually, using a 360-day year composed of twelve 30-day months) |
| Redemption: |
Beginning on May 20, 2036, we have the right to call the notes for mandatory
redemption, in whole but not in part, on any redemption date for an amount equal to the accreted value as of the applicable redemption
date. See “Redemption Schedule” below for the accreted value applicable to each redemption date. If we decide to
redeem the notes, we will give you notice at least five business days before the redemption date specified in the notice.
So long as the notes are represented by global securities and are held
on behalf of The Depository Trust Company (“DTC”), redemption notices and other notices will be given by delivery to DTC.
If the notes are no longer represented by global securities and are not held on behalf of DTC, redemption notices and other notices will
be published in a leading daily newspaper in New York City, which is expected to be The Wall Street Journal.
|
| Redemption dates: |
May 20, 2036 and May 20, 2046. If any redemption date is not a business day, the payment required to be made on that redemption date will be made on the next succeeding business day with the same force and effect as if it had been made on that redemption date. No interest or yield will accrue as a result of delayed payment. |
| Accreted value: |
As of any date, the accreted value for each $1,000 stated principal amount note is the stated principal amount plus an additional amount that accrues on the stated principal amount from and including the original issue date to but excluding that date at the accrual yield. |
| CUSIP / ISIN: |
17291W6V8 / US17291W6V81 |
| Listing: |
The notes will not be listed on any securities exchange. |
| Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal. See “General Information—Supplemental information regarding plan of distribution; conflicts of interest” in this pricing supplement. |
| Underwriting fee and issue price: |
Issue price(1) |
Underwriting fee(1) |
Proceeds to issuer |
| Per note: |
$1,000.00 |
— |
$1,000.00 |
| Total: |
$ |
— |
$ |
(Key Terms continued on next page)
(1) You should refer to “Risk Factors” and “General
Information—Fees and selling concessions” in this pricing supplement for more information.
Investing in the notes involves risks. See “Risk
Factors” beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying prospectus supplement
and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together
with the accompanying prospectus supplement and prospectus, each of which can be accessed via the following hyperlink:
Prospectus Supplement and Prospectus each dated February 25, 2026
The notes are not bank deposits and are not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed
by, a bank.
| Citigroup Global Markets Holdings Inc. |
| |
| KEY TERMS (continued) |
| Redemption schedule: |
The accreted value applicable to each redemption date is as follows:
|
| |
Redemption Date |
Accreted Value
(per $1,000 Stated Principal Amount Note)
|
|
| |
May 20, 2036 |
$1,923.4710 |
|
| |
May 20, 2046 |
$3,699.7408 |
|
| Business day: |
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close. |
Risk Factors
The following is a non-exhaustive list of certain key
risk factors for investors in the notes. You should read the risk factors below together with the risk factors included in the accompanying
prospectus supplement and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s
most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business
of Citigroup Inc. more generally. We also urge you to consult your investment, legal, tax, accounting and other advisors before you decide
to invest in the notes.
| § | The
notes do not pay interest. The notes are not appropriate for investors who require regular payments of interest. |
| § | The
notes may be redeemed at our option prior to the maturity date. We may redeem the notes, in whole but not in part, on
any redemption date, upon not less than five business days’ notice. In the event that we redeem the notes, you will receive the
accreted value as of the relevant redemption date. If we elect to redeem the notes prior to maturity, we will do so at a time
that is advantageous for us but when it may not be in your interest for us to do so. For example, we may do so at a time when
market interest rates have fallen, such that you are unable to reinvest your funds in an investment with a yield as great as the accrual
yield on the notes. |
| § | The
notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and any actual or perceived changes
to the creditworthiness of either entity may adversely affect the value of the notes. You are subject to the credit risk of Citigroup
Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. defaults on its obligations under the notes
and Citigroup Inc. defaults on its guarantee obligations, your investment would be at risk and you could lose some or all of your investment.
As a result, the value of the notes will be affected by changes in the market’s view of the creditworthiness of Citigroup Global
Markets Holdings Inc. or Citigroup Inc. Any decline, or anticipated decline in the credit ratings of either entity, or any increase or
anticipated increase in the credit spreads of either entity, is likely to adversely affect the value of the notes. |
| § | The
notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The notes will not be
listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. CGMI currently intends to make
a secondary market in relation to the notes and to provide an indicative bid price for the notes on a daily basis. Any indicative bid
price for the notes provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions
and other relevant factors, and will not be a representation by CGMI that the notes can be sold at that price or at all. CGMI may suspend
or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or
terminates making a market, there may be no secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer
that is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity. |
| § | Immediately
following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements
prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward adjustment will
steadily decline to zero over the temporary adjustment period. See “General Information—Temporary adjustment period”
in this pricing supplement. |
| § | The
notes are riskier than notes with a shorter term. The notes are relatively long-dated, subject to our call right. Because the notes
are relatively long-dated, many of the risks of the notes are heightened as compared to notes with a shorter term, because you will be
subject to those risks for a longer period of time. In addition, the value of a longer-dated note is typically less than the value of
an otherwise comparable note with a shorter term. |
| § | Secondary
market sales of the notes may result in a loss. You will be entitled to receive the then-applicable accreted value of your notes,
subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., only if you hold the notes to maturity or earlier
redemption at our option. If you are able to sell your notes in the secondary market prior to such time, you are likely to receive less
than the then-applicable accreted value of the notes. |
| § | The
inclusion of underwriting fees and projected profit from hedging in the issue price is likely to adversely affect secondary market prices. Assuming
no changes in market conditions or other relevant factors, the price, if any, at which CGMI may be willing to purchase the notes in secondary
market transactions will likely be lower than the then-applicable accreted value since the issue price of the notes will include, and
secondary market prices are likely to exclude, any underwriting fees paid with respect to the notes, as well as the cost of hedging our
obligations under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming
the risks inherent in managing the hedging transactions. The secondary market prices for the notes are also likely to be reduced by the
costs of unwinding the related hedging transactions. Our affiliates may realize a profit from the expected hedging activity even if the
value of the notes declines. In addition, any secondary market |
| Citigroup Global Markets Holdings Inc. |
| |
prices
for the notes may differ from values determined by pricing models used by CGMI, as a result of dealer discounts, mark-ups or other transaction
costs.
| § | The
price at which you may be able to sell your notes prior to maturity will depend on a number of factors and may be substantially less
than the then-applicable accreted value. A number of factors will influence the value of the notes in any secondary market
that may develop and the price at which CGMI may be willing to purchase the notes in any such secondary market, including: interest rates
in the market and the volatility of such rates, the time remaining to maturity of the notes, hedging activities by our affiliates, any
fees and projected hedging fees and profits, expectations about whether we are likely to redeem the notes and any actual or anticipated
changes in the credit ratings, financial condition and results of either Citigroup Global Markets Holdings Inc. or Citigroup
Inc. The value of the notes will vary and is likely to be less than the then-applicable accreted value at any time prior to maturity
or redemption, and sale of the notes prior to maturity or redemption may result in a loss. |
Additional
Terms of the Notes
Events of Default and Acceleration
In case an event of default (as described in the accompanying
prospectus) with respect to the notes shall have occurred and be continuing, the amount declared due and payable upon any acceleration
of the notes will be determined by the calculation agent and will equal, for each note, the accreted value determined as described herein
as of the date of acceleration. Such amount as so determined will constitute the final payment on the notes, and no additional
amounts will accrue with respect to the notes following the date of acceleration.
In case of default under the notes, in respect of any payment
due under the notes, no interest will accrue on such overdue payment either before or after the maturity date.
| Citigroup Global Markets Holdings Inc. |
| |
| General Information |
| Temporary adjustment period: |
For a period of approximately six months following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the six-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See “Risk Factors—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
|
| United States federal tax considerations: |
The notes should be treated as debt instruments
that are issued with original issue discount (and without any qualified stated interest) for U.S. federal income tax purposes. As a result,
U.S. Holders (as defined in the accompanying prospectus supplement) will be required to include original issue discount in their taxable
income over the term of the notes on a constant-yield basis, as described in the section of the accompanying prospectus supplement called
“United States Federal Tax Considerations—Tax Consequences to U.S. Holders—Original Issue Discount.”
Both U.S. and non-U.S. persons considering an investment
in the notes should read the discussion under “United States Federal Tax Considerations,” and in particular the sections entitled
“United States Federal Tax Considerations—Tax Consequences to U.S. Holders,” “—Tax Consequences to Non-U.S.
Holders” and “—FATCA” in the accompanying prospectus supplement for more information regarding the U.S. federal
income tax consequences of an investment in the notes.
|
| Trustee: |
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as trustee for the notes.
|
| Use of proceeds and hedging: |
The net proceeds received from the sale of the notes will be used for
general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more of our affiliates.
Hedging activities related to the notes by one or more of our affiliates
involves trading in one or more instruments, such as options, swaps and/or futures, and/or taking positions in any other available securities
or instruments that we may wish to use in connection with such hedging and may include adjustments to such positions during the term of
the notes. It is possible that our affiliates may profit from this hedging activity, even if the value of the notes declines. Profit or
loss from this hedging activity could affect the price at which Citigroup Global Markets Holdings Inc.’s affiliate, CGMI, may be
willing to purchase your notes in the secondary market. For further information on our use of proceeds and hedging, see “Use of
Proceeds and Hedging” in the accompanying prospectus.
|
| ERISA and IRA purchase considerations: |
Please refer to “Benefit Plan Investor Considerations” in the accompanying prospectus supplement for important information for investors that are ERISA or other benefit plans or whose underlying assets include assets of such plans.
|
| Fees and selling concessions: |
CGMI, an affiliate of Citigroup Global Markets Holdings Inc., is the underwriter of the sale of the notes and is acting as principal. CGMI may resell the notes to other securities dealers at the issue price of $1,000 per note.
|
| Supplemental information regarding plan of distribution; conflicts of interest: |
The terms and conditions set forth in the Amended and Restated Global
Selling Agency Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein,
including CGMI, govern the sale and purchase of the notes.
The notes will not be listed on any securities exchange.
In order to hedge its obligations under the notes, Citigroup Global
Markets Holdings Inc. expects to enter into one or more swaps or other derivatives transactions with one or more of its affiliates. You
should refer to the section “General Information—Use of proceeds and hedging” in this pricing supplement and the section
“Use of Proceeds and Hedging” in the accompanying prospectus.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying prospectus supplement for more information.
|
| Citigroup Global Markets Holdings Inc. |
| |
| Paying agent: |
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security representing the notes as custodian for The Depository Trust Company (“DTC”).
|
| Contact: |
Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005. |
We encourage you to also read the accompanying prospectus
supplement and prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.
Additional Information
We reserve the right to withdraw, cancel or modify any
offering of the notes and to reject orders in whole or in part prior to their issuance.
© 2026 Citigroup Global Markets Inc. All rights reserved.
Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout
the world.
