花旗集团美股招股说明书(2025-05-07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, prospectus supplement and prospectus are not anoffer 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. May, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH26929Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and Citigroup Global Markets Holdings Inc. Callable Contingent Coupon Equity Linked Securities Linked to Palantir Technologies Inc. Due November 19, 2026 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 on the We have the right to call the securities for mandatory redemption on any potential redemption date specified below. Although you will have downside exposure to theunderlying, you will not receive dividends with respect to the underlying or participate in any appreciation of the 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 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. ■If the final underlying value isgreater than or equal tothe final barrier value:$1,000 If the securities are not redeemed prior to maturity and the final underlying value is less than the final barriervalue, you will receive significantly less than the stated principal amount of your securities, and possiblynothing, at maturity, and you will not receive any contingent coupon payment at maturity. (1) Citigroup Global MarketsHoldings Inc. currently expects that the estimated value of the securities on the pricing date will be at least $907.50 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 time afterissuance. See “Valuation of the Securities” in this pricing supplement. (2) CGMI will receive an underwriting fee of up to $23.75 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effectto the actual total underwriting fee.For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition tothe 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 (3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per securityunderwriting fee. As noted above, the underwriting fee is variable. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors”beginning on page PS-6. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that thispricing supplement and the accompanying product supplement, 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, prospectus supplement and prospectus, which can be accessedvia the hyperlinks below:Product Supplement No. EA-04-10 dated March 7, 2023Prospectus Supplement and Prospectus each dated March 7, 2023 The securities are not bank deposits and are not insured or guaranteed by theFederal Deposit Insurance Corporation or any other governmental agen