花旗集团美股招股说明书(2025-04-23版)

The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to thesesecurities has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanyingproduct supplement, underlying supplement, prospectus supplement and prospectus 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 APRIL 22, 2025 Citigroup Global Markets Holdings May--, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH26798 Inc. Autocallable Securities Linked to the Worst Performing of the Dow Jones Industrial Average™, the Russell2000®Index and the S&P 500® Index Due May 7, 2030 ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc.Unlike conventional debt securities, the securities do not pay interest, donot guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on the terms described below. Your return on the securities will depend solely on the performance of theworst performingof the underlyings specified below. than the final valuation date) on which the closing value of the worst performing underlying on that valuation date isgreater than or equal to its premium threshold value. If the securities are not automatically redeemed prior to maturity,the securities will provide for (i) repayment of the stated principal amount plus a premium at maturity if the finalunderlying value of the worst performing underlying on the final valuation date is greater than or equal to its premiumthreshold value or (ii) repayment of the stated principal amount at maturity, with no premium, if the final underlying valueof the worst performing underlying on the final valuation date is less than its premium threshold value but greater than or movements inany oneof the underlyings. Although you will have downside exposure to the worst performing underlyingon the final valuation date, you will not receive dividends with respect to any underlying or participate in any appreciationof any underlying. ▪Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the riskof not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.All paymentson the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Investing in the securities involves risks not associated with an investment in conventional debtsecurities. See “Summary Risk Factors” beginning on page PS-7. Citigroup Global Markets Holdings Inc. Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as supplemented by this pricing supplement.The accompanying product supplement, prospectus supplementand prospectus contain important disclosures that are not repeated in this pricing supplement.For example, theaccompanying product supplement contains important information about how the closing value of each underlying will bedetermined and about adjustments that may be made to the terms of the securities upon the occurrence of marketdisruption events and other specified events with respect to each underlying.The accompanying underlying supplement Hypothetical Payment Upon Automatic Early Redemption The following table illustrates how the amount payable per security upon automatic early redemption will be calculated ifthe closing value of the worst performing underlying on any valuation date prior to the final valuation date is greater than orequal to its premium threshold value. The table, diagram and examples below assume that the premium applicable to If the first valuation date on which the closing value ofthe worst performing underlying on that valuation dateis greater than or equal to its premium threshold value ...then you will receive the following payment per $1,000security upon automatic early redemption: $1,000 + applicable premium = $1,000 + $130.00 =$1,130.00$1,000 + applicable premium = $1,000 + $195.00 =$1,195.00$1,000 + applicable premium = $1,000 + $260.00 =$1,260.00$1,000 + applicable premium = $1,000 + $325.00 =$1,325.00$1,000 + applicable premium = $1,000 + $390.00 =$1,390.00$1,000 + applicable premium = $1,000 + $455.00 =$1,455.00$1,000 + applicable premium = $1,000 + $520.00 = If, on any valuation date prior to the final valuation date, the closing value of any underlying is less than itspremium threshold value, you will not receive the premium indicated above following that valuation date. In orderto receive the premium indicated above, the closing value ofeachunderlying on the applicable valuation date Pay