Citigroup Issues Callable Contingent Coupon Notes Linked to Three Major Stock Market Indices

Security Structure and Underlyings

The securities offered in this disclosure are unsecured debt obligations of Citigroup Global Markets Holdings Inc., with full and unconditional guarantee by Citigroup Inc. The structured notes are linked to the performance of three major equity market indices: the Nasdaq-100 Index, the Russell 2000 Index, and the S&P 500 Index. The key mechanism for determining coupon and principal payments is based on the worst-performing underlying—meaning that if any one of these three indices declines significantly, the entire security's performance will be determined by that weakest performer.

Each underlying has two critical performance thresholds established at issuance. The coupon barrier is set at 70.00% of the initial underlying value on the pricing date, while the final barrier is set at 60.00% of that same initial value. These barriers determine whether contingent coupon payments will be made during the security's life and what principal amount will be returned at maturity. The closing value of the worst-performing underlying on each valuation date is compared against these barriers to determine payment eligibility.

Contingent Coupon Payment Mechanics

The securities will pay a contingent coupon on each coupon payment date—which occurs on the third business day after each of the 37 scheduled valuation dates—provided the security has not been previously redeemed and the worst-performing underlying's closing value remains at or above its coupon barrier value of 70.00% of initial value. The contingent coupon rate is at least 0.9625% of stated principal amount per period, equivalent to at least 11.55% per annum. This relatively high annual yield compensates investors for accepting the risk that coupon payments may cease entirely if the worst-performing underlying breaches the coupon barrier.

Critically, if the closing value of the worst-performing underlying on any single valuation date falls below its 70.00% coupon barrier, investors will receive no contingent coupon payment on the immediately following payment date. Because the security depends on the worst-performing index, a significant decline in any one of the three underlyings could eliminate all future coupon payments. Investors will not receive dividends paid on any of the underlying indices, nor will they participate in any appreciation of those indices. This structure creates an asymmetrical payoff where investors have full downside exposure but no upside participation.

Principal Repayment and Maturity Mechanics

The final underlying value of the worst-performing index on the final valuation date—scheduled for July 23, 2029—will determine the principal repayment amount at maturity on July 26, 2029. If this final underlying value is greater than or equal to the final barrier value of 60.00% of initial value, investors will receive the full stated principal amount of $1,000 per security. However, if the final underlying value is less than the final barrier value, investors will receive significantly less than the stated principal amount.

In the worst-case scenario where the worst-performing underlying falls below 60.00% of its initial value by the final valuation date, investors will receive $1,000 plus a dollar amount equal to $1,000 multiplied by the underlying return of the worst-performing index. If that index has declined sufficiently, this calculation could result in investors receiving substantially less than their initial investment, or potentially zero in an extreme market downturn. Additionally, if the final underlying value is below the final barrier on the maturity date, no final contingent coupon payment will be made regardless of whether the coupon barrier was respected on the preceding valuation date.

Callable Structure and Redemption Rights

Citigroup Global Markets Holdings Inc. retains the right to call—that is, to force early redemption of—the securities at its discretion on any of the potential redemption dates specified in the offering. These potential redemption dates correspond to the contingent coupon payment dates beginning January 22, 2027, and continuing through the maturity date. The issuer must provide not less than three business days' notice before exercising this call right.

If the securities are called on any potential redemption date, investors will receive $1,000 in cash per security plus the related contingent coupon payment, if any is due. This call feature benefits the issuer by allowing it to eliminate its obligations if market conditions change or if the contingent coupons become expensive relative to market rates. From an investor perspective, the call feature limits upside potential if market conditions cause the underlying indices to appreciate significantly while the coupon barrier remains intact, as the issuer can elect to terminate the investment before maturity.

Valuation and Pricing Details

The pricing date for these securities is July 22, 2026, with an issue date of July 27, 2026, and a stated principal amount of $1,000 per security. The issue price is $1,000.00 per security, with an underwriting fee of $7.00 per security paid to Citigroup Global Markets Inc., the underwriter and an affiliate of the issuer. This results in net proceeds to the issuer of $993.00 per security (before any additional electronic platform provider fees).

Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $940.00 per security, which represents a discount of approximately $60.00 per security from the $1,000 issue price. The company noted in the disclosure that this estimated value is based on proprietary pricing models and internal funding rates and does not represent an indication of the actual profit to Citigroup Global Markets Inc. or its affiliates, nor does it indicate any price at which the underwriter or other parties may be willing to repurchase the securities in the secondary market after issuance. This divergence between issue price and estimated value highlights the structured product's built-in economics favoring the issuer.

Liquidity and Trading Constraints

The securities will not be listed on any securities exchange, which significantly constrains the liquidity available to investors. This means investors cannot rely on an active secondary trading market to exit their positions prior to maturity. Although Citigroup Global Markets Inc. may be willing to make markets in the securities, investors must be willing to accept the risk of very limited or no liquidity. The absence of exchange listing and the complexity of the structured product make resale difficult and potentially unprofitable.

Investors considering this offering must carefully evaluate their ability to hold the securities through the maturity date or until a potential redemption date, as selling prior to maturity in the limited secondary market may require accepting significant discounts to the security's estimated value. The structured nature of the contingent coupon obligations and the worst-performing index mechanism further reduce the likelihood that secondary market dealers will actively provide liquidity.

Risk Factors and Credit Exposure

All payments on these securities are subject to the full credit risk of both Citigroup Global Markets Holdings Inc. (the issuer) and Citigroup Inc. (the guarantor). If either entity defaults on its obligations, investors may receive no payments due under the securities. Additionally, investors face direct equity market risk through exposure to all three underlying indices simultaneously, with the constraint that they will be negatively affected by adverse movements in any one of the underlyings due to the worst-performing mechanism. Even if two of the three indices perform well, a significant decline in any single underlying will determine the entire security's outcome.

The disclosure notes that investors should be willing to accept an investment with limited or no liquidity, and they will not receive dividends with respect to any underlying index nor will they participate in appreciation of any underlying. The securities are not bank deposits, are not insured or guaranteed by the Federal Deposit Insurance Corporation, and are not obligations of or guaranteed by any bank. The combination of structural complexity, liquidity constraints, downside participation without upside participation, and issuer credit risk creates a risk profile significantly more complex than conventional debt securities.

Offering Mechanism and Distribution

Citigroup Global Markets Inc. is acting as the principal underwriter for this offering of structured notes. The underwriter will receive an underwriting fee of up to $7.00 per security, representing the compensation for distributing and marketing the securities to investors. Additionally, the underwriter or its affiliates may receive fees from electronic platform providers of up to $1.50 per security in cases where selected dealers and custodians implement or utilize such platforms to facilitate the offering.

The disclosure notes that in addition to the underwriting fee, Citigroup Global Markets Inc. and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines after issuance. This means that the underwriter's financial interests may not be aligned with those of the investors in the securities, as the issuer can profit from hedging positions regardless of the securities' performance. The total underwriting fee and proceeds to the issuer are indicated in the offering terms, with actual amounts to be completed on the pricing date of July 22, 2026.

Investor Suitability Considerations

The preliminary pricing supplement emphasizes that investing in these securities involves risks not associated with conventional debt securities. The document outlines that investors must be willing to accept several key risks: the potential for actual yield being lower than conventional debt of the same maturity due to missed contingent coupon payments, the risk that the value received at maturity may be significantly less than the stated principal amount, and the possibility of receiving nothing at maturity if the worst-performing underlying declines sufficiently.

These securities are structured for investors willing to accept elevated complexity and risk in exchange for the potential of higher coupon payments—at least 11.55% per annum if contingent coupons are paid in full. However, this potential return must be weighed against the certainty that the estimated value of $940.00 per security at pricing is already below the $1,000 issue price, suggesting that purchasing these securities at issuance involves accepting immediate economic loss relative to the issuer's own valuation models. Prospective investors should thoroughly understand the worst-performing index mechanism, the barrier structure, and the possibility of zero recovery at maturity.

Regulatory Status and Prospectus Documentation

This preliminary pricing supplement was filed pursuant to Rule 424(b)(2) under the Securities Act of 1933. The offering is registered under Securities and Exchange Commission Registration Statement Nos. 333-293732 and 333-293732-02. The preliminary pricing supplement is noted as subject to completion dated July 16, 2026, indicating that certain final terms, including final pricing and fee amounts, will be determined on the pricing date of July 22, 2026.

Investors are advised to read the preliminary pricing supplement together with the accompanying product supplement, underlying supplement, prospectus supplement, and prospectus, all of which contain material information regarding the securities. The product supplement is numbered EA-04-12 and dated February 25, 2026; the underlying supplement is numbered 13 and dated February 25, 2026; and the prospectus documents are each dated February 25, 2026. The Securities and Exchange Commission and state securities commissions have not approved or disapproved these securities, nor have they determined that any of the offering documents are truthful or complete.