花旗集团美股招股说明书(2025-01-15版)

The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed withthe Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, prospectus supplement and prospectus arenot 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 JANUARY 15, 2025January, 2025 Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH25452Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and333-270327-01Autocallable Equity Linked Securities Linked to the Worst Performing of Alphabet Inc. and NVIDIA Corporation Citigroup Global Markets Holdings Inc. Due January 28, 2027 ■The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.The securities offer periodic coupon payments at an annualized rate that is generally higher than the yield on our conventional debt securities of the same maturity.In exchange for this higher yield, you must be willing to accept the risks that (i) the value of what you receive at maturity may be significantly less than the statedprincipal amount of your securities, and may be zero (excluding the final coupon payment), and (ii) the securities may be automatically called for redemption priorto maturity beginning on the first potential autocall date specified below. Each of these risks will depend solely on the performance of theworst performingof theunderlyings specified below. You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one of the underlyings.Although you will have downside exposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in anyappreciation of any underlying. Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments dueunder the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup GlobalMarkets Holdings Inc. and Citigroup Inc. Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. The 28th day of each January, April, July and October beginning in April 2025. If any coupon payment date isnot a business day, the payment to be made on that coupon payment date will be made on the next succeedingbusiness day with the same force and effect as if made on that coupon payment date. No interest will accrue asa result of any delayed payment. If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each securityyou then hold (in addition to the final coupon payment): If the final underlying value of the worst performing underlying on the valuation date isgreater than or equaltoits final barrier value: $1,000 If the final underlying value of the worst performing underlying on the valuation date isless thanits final barriervalue: a fixed number of underlying shares of the worst performing underlying on the valuation date equal toits equity ratio (or, if we elect, the cash value of those shares based on its final underlying value) If the securities are not automatically redeemed prior to maturity and the final underlying value of theworst performing underlying on the valuation date is less than its final barrier value, you will receiveunderlying shares of the worst performing underlying on the valuation date (or, in our sole discretion,cash) that will be worth significantly less than the stated principal amount of your securities, andpossibly nothing (other than the final coupon payment), at maturity. (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $926.50 per security, whichwill be less than the issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not anindication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy thesecurities from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.(2) For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds andHedging” in the accompanying prospectus. Investing in the securities involve