花旗集团美股招股说明书(2025-01-27版)

January, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH25593Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and333-270327-01Autocallable Phoenix Securities Based on the Common Stock of NVIDIA Corporation Citigroup Global MarketsHoldings Inc. §The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup GlobalMarkets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for contingent couponpayments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yieldon our conventional debt securities of the same maturity. In exchange for this higher potential yield, you must bewilling to accept the risks that (i) your actual yield may be lower than the yield on our conventional debt securitiesof the same maturity because you may not receive one or more, or any, contingent coupon payments; (ii) youractual yield may be negative because, at maturity, you may receive significantly less than the stated principalamount of your securities, and possibly nothing, and (iii) the securities may be automatically redeemed prior tomaturity. Each of these risks will depend on the performance of the shares of common stock of NVIDIACorporation (the “underlying shares”), as described below. Although you will be exposed to downside risk withrespect to the underlying shares, you will not participate in any appreciation of the underlying shares or receiveany dividends paid on the underlying shares.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 due under the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. If the relevant share price on any interim valuation date or with respect to thefinal valuation date, as applicable, is less than the coupon barrier price, you will (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricingdate will be at least $907.00 per security, which will be less than the issue price. The estimated value of the securitiesis based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit toCGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may bewilling to buy the securities from you at any time after issuance. See “Valuation of the Securities” in this pricingsupplement.(2) The issue price for investors purchasing the securities in fiduciary accounts is $975.00 per security. (3) CGMI will receive an underwriting fee of $25.00 for each security sold in this offering. J.P. Morgan Securities LLCand JPMorgan Chase Bank, N.A. will act as placement agents for the securities and, from the underwriting fee toCGMI, will receive a placement fee of $25.00 for each security they sell in this offering to accounts other thanfiduciary accounts. CGMI and the placement agents will forgo an underwriting fee and placement fee for sales tofiduciary accounts. 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 involves risks not associated with an investment inconventional debt securities. See “Summary Risk Factors” beginning on page PS-5.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, prospectus supplement and prospectus are truthful or complete. Any representation to thecontrary is a criminal offense.You should read this pricing supplement together with the accompanying product supplement, prospectussupplement and prospectus, each of which can be accessed via the hyperlinks below:Product Supplement No. EA-04-10 dated March 7,2023Prospectus Supplement and Prospectus each datedMarch 7, 2023The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit InsuranceCorporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Citigroup Global Markets Holdings Inc. Autocallable Phoenix Securities Based on the Common Stock of NVIDIA Corporation Due February,2029 Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectussupplement and prospectus, as supplemented by this pricing supplement. The accompanying productsupplement, prospectus supplement and p