Citigroup Global Markets Holdings Issues Autocallable Securities Linked to Nasdaq-100, S&P 500, and Utilities ETF Due 2029

Issuer Structure and Citigroup Guarantee Backing the 2029 Securities

The securities are issued by Citigroup Global Markets Holdings Inc., described in the filing as a wholly owned subsidiary of Citigroup Inc. All payments due on the securities are stated to be fully and unconditionally guaranteed by Citigroup Inc., which serves as the parent guarantor for this offering. This structure means that investor exposure includes the combined credit risk of both the issuer and the guarantor.

The filing makes clear that all payments are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investors are explicitly warned that they must be willing to accept the risk of not receiving any payments due under the securities if both the issuer and Citigroup Inc. were to default on their obligations. The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Three-Underlying Worst-of Structure Linking Nasdaq-100, S&P 500, and Utilities ETF

The securities are structured as a "worst-of" instrument, meaning that investor returns at each valuation date, including at final maturity, are determined exclusively by the performance of the single worst performing underlying among the three referenced benchmarks. The three underlyings are the Nasdaq-100 Index, the S&P 500 Index, and the State Street Utilities Select Sector SPDR ETF. This design exposes investors to downside risk from any one of the three benchmarks, regardless of the performance of the other two.

The filing emphasizes that investors will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one of them. Importantly, investors will not receive dividends with respect to any underlying and will not participate in any appreciation of any underlying beyond the fixed premium structure. The initial underlying value for each benchmark is its closing value on the pricing date of July 15, 2026, and specific numerical values were not disclosed in this preliminary supplement.

Scheduled Valuation Dates and Automatic Early Redemption Mechanism

The filing specifies nine valuation dates over the life of the securities, beginning July 16, 2027, and ending on the final valuation date of July 16, 2029. The intermediate valuation dates are October 15, 2027; January 18, 2028; April 17, 2028; July 17, 2028; October 16, 2028; January 16, 2029; and April 16, 2029. Each date is subject to postponement if it does not fall on a scheduled trading day or if certain market disruption events occur, as stated in the filing.

Automatic early redemption is triggered if, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on that date is greater than or equal to its initial underlying value. In such a case, the securities are redeemed on the third business day following the relevant valuation date for $1,000 plus the premium applicable to that specific date. The filing notes that once early redemption occurs, the securities cease to be outstanding and investors will not receive premiums applicable to any subsequent valuation date.

Premium Schedule Disclosed for Each of the Nine Valuation Dates

The filing discloses a specific minimum premium percentage applicable to each of the nine valuation dates. These premiums are structured to increase with each successive valuation date and will be determined on the pricing date of July 15, 2026, with the filing confirming they will be at least the percentages listed. The minimum premiums as disclosed in the filing range from 12.20% of the stated principal amount at the first valuation date of July 16, 2027, stepping up through 15.25%, 18.30%, 21.35%, 24.40%, 27.45%, and 30.50%, then 33.55%, and reaching a minimum of 36.60% of the stated principal amount at the final valuation date of July 16, 2029.

The filing explicitly cautions that the premium may be significantly less than the appreciation of any underlying from the pricing date to the applicable valuation date. This means investors who hold the securities to maturity or to an early redemption event receive a capped, fixed premium rather than any proportional share in underlying index or ETF gains. The premium structure is therefore asymmetric: it provides a defined upside while leaving investors exposed to full downside loss below the barrier level.

Trigger Value and Final Barrier Value Define Maturity Payment Outcomes

The filing establishes two critical threshold levels for each underlying that govern the payment at maturity if the securities are not automatically redeemed. The trigger value is set at 80.00% of each underlying's initial underlying value, and the final barrier value is set at 60.00% of each underlying's initial underlying value. These thresholds determine which of three possible maturity payment scenarios applies to the investor.

If the worst performing underlying's final value is at or above its trigger value, the investor receives $1,000 plus the final valuation date premium. If it falls below the trigger value but remains at or above the final barrier value of 60.00% of initial value, the investor receives only the $1,000 stated principal amount with no premium. If the worst performing underlying falls below its final barrier value, the investor incurs a loss of 1% of stated principal for every 1% by which the final underlying value is below its initial underlying value, potentially resulting in the loss of all invested principal.

Issue Price, Estimated Value, and Underwriting Fee Disclosed in the Supplement

The filing discloses that the issue price is $1,000.00 per security, with an underwriting fee of $10.00 per security paid to Citigroup Global Markets Inc., acting as underwriter and an affiliate of the issuer. The proceeds to the issuer per security are stated as $990.00. The total aggregate amounts for the offering were not disclosed in this preliminary supplement, as the total figures appear as placeholders pending final pricing.

Critically, the filing states that Citigroup Global Markets Holdings Inc. currently expects the estimated value of the securities on the pricing date to be at least $918.50 per security, which is materially less than the $1,000.00 issue price. The filing notes that this estimated value is based on CGMI's proprietary pricing models and internal funding rate, and explicitly states it is not an indication of actual profit to CGMI or its affiliates, nor is it an indication of the price at which CGMI or any other person may be willing to buy the securities from investors after issuance.

Electronic Platform Fee and Distribution Arrangements

The filing discloses an additional distribution arrangement beyond the standard underwriting fee. Specifically, CGMI will pay to one or more electronic platform providers a fee of $1.00 for each security sold through this offering where related selected dealers or custodians implement or utilize such platforms. This fee arrangement is disclosed separately from the $10.00 per security underwriting fee and forms part of the total cost structure embedded in this offering.

The filing further notes that CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. This disclosure is included under the use of proceeds and hedging section referenced in the accompanying prospectus, and investors are directed to review those supplemental documents for further detail. The securities will not be listed on any securities exchange, meaning there may be limited or no secondary market liquidity for investors wishing to sell prior to maturity or early redemption.

No Interest Payments and No Principal Guarantee Differentiate These from Standard Debt

The filing explicitly states that unlike conventional debt securities, the autocallable securities do not pay interest and do not guarantee the repayment of principal at maturity. Investor returns depend solely on the performance of the worst performing of the three underlyings at each relevant valuation date. This makes the product structurally distinct from standard medium-term notes or investment-grade corporate bonds, where coupon payments and principal repayment are contractual obligations.

The absence of both interest payments and principal protection means that in adverse market scenarios — specifically where the worst performing underlying declines below 60.00% of its initial value by the final valuation date — investors could lose a substantial portion or potentially all of their invested capital. The filing states that investors must be willing to accept an investment that may have limited or no liquidity, reinforcing that these securities are designed for investors with a specific risk tolerance and investment horizon aligned to the July 2029 maturity.

Preliminary Status of the Supplement and Registration Statement Details

This pricing supplement is described in the filing as preliminary, with the notation that the information is not complete and may be changed. The supplement was filed pursuant to Rule 424(b)(2) under Registration Statement Nos. 333-293732 and 333-293732-02. The filing references accompanying documents including Product Supplement No. EA-02-12 dated February 25, 2026, Underlying Supplement No. 13 dated February 25, 2026, and a Prospectus Supplement and Prospectus each dated February 25, 2026.

Because the supplement is preliminary, certain figures including the initial underlying values, trigger values, final barrier values, and total offering amounts appear as placeholders pending finalization on the pricing date of July 15, 2026. The issue date is stated as July 20, 2026. The filing confirms that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that the disclosure documents are truthful or complete, and it states that any representation to the contrary is a criminal offense.

Investor Risk Profile and Liquidity Considerations for Worst-of Autocallable Structures

The filing outlines a range of risks that investors must weigh when considering these securities. Beyond the principal loss scenario described under the barrier mechanism, the filing notes that investors face exposure to each of the three underlyings independently, meaning a significant decline in any single benchmark — the Nasdaq-100, the S&P 500, or the Utilities Select Sector SPDR ETF — could determine the overall return regardless of the performance of the other two. This cross-asset exposure is a defining characteristic of worst-of structures.

Liquidity risk is also specifically highlighted, with the filing stating that investors must be willing to accept an investment that may have limited or no liquidity. Because the securities will not be listed on any securities exchange, any ability to sell prior to maturity or an early redemption event would depend on CGMI or another party being willing to make a secondary market, which is not guaranteed. Investors are directed to the Summary Risk Factors section beginning on page PS-7 of the pricing supplement for a more comprehensive discussion of the risks associated with this offering.