花旗集团美股招股说明书(2025-02-21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 with theSecurities and Exchange Commission. This preliminary pricingsupplement and the accompanying product supplement, underlying supplement, prospectus supplement andprospectus 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 FEBRUARY 20, 2025February, 2025 Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH25944Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and333-270327-01 Citigroup Global Markets Holdings Inc. Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Nasdaq-100 Index®, theRussell 2000®Index and the S&P 500®Index Due March 5, 2029 ■The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Thesecurities offer the potential for periodic contingent coupon payments 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 be willing to accept the risks that (i) your actual yield may belower than the yield on our conventional debt securities of the same maturity because you may not receive one or more, or any, contingent coupon payments, and (ii) thevalue of what you receive at maturity may be significantly less than the stated principal amount of your securities, and may be zero. Each of these risks will depend solelyon the performance of theworst performingof the underlyings specified below. We have the right to call the securities for mandatory redemption on any potential redemption date specified below. ■You will be subject to risks associated witheachof the underlyings and will be negatively affected by adverse movements inany oneof the underlyings. Although you willhave downside exposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation of anyunderlying. ■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 thesecurities 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.and Citigroup Inc. All payments due on thesecurities are fully and unconditionally guaranteed by Citigroup Inc. Contingent couponpayment dates:The third business day after each valuation date, except that the contingent coupon payment date following the final valuation date willbe the maturity date Contingent coupon:On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to at least1.875% of the stated principal amount of the securities (equivalent to a contingent coupon rate ofat least 7.50% per annum)(to bedetermined on the pricing date)if and only ifthe closing value of the worst performing underlying on the immediately precedingvaluation date is greater thanor equal to itscoupon barrier value.If the closing value of the worst performing underlying on anyvaluation date is less thanits coupon barrier value, you will not receive any contingent coupon payment on the immediatelyfollowing contingent coupon payment date. Payment at maturity:If the securities are not redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to thefinalcontingent coupon payment, if applicable): If the final underlying value of the worst performing underlying on the final valuation date isless thanits final barrier value: $1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date)If the securities are not redeemed prior to maturity and the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value, you will receive significantly less than the stated principal amount ofyour securities, and possibly nothing, at maturity, and you will not receive any contingent coupon payment at maturity. (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of thesecurities on the pricing date will be at least $921.00 per security, which will be lessthan 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 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 be willing to buy the securities from you at any ti