花旗集团美股招股说明书(2025-07-23版)

Pricing Supplement No. 2025-USNCH[] toProduct Supplement No. EA-02-10 dated March 7,Underlying Supplement No. 11 dated March 7, 2023, Prospectus Supplement and Prospectuseach dated March 7, 2023 Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Dated July----, 2025Citigroup Global Markets Holdings Inc. $---- Trigger Autocallable Holdings Inc. (the “issuer”), guaranteed by Citigroup Inc. (the “guarantor”), linked to the performance of the S&P 500Index (the “underlying”).If the closing level of the underlying is greater than or equal to the initial underlying level on anyvaluation date (beginning six months after issuance), we will automatically call the notes and pay you a call price equal to the stated principal amount per note plus a call return based on the call return rate.The call return increases the longerthe notes are outstanding, as described below, based on a fixed call return rate per annum.If by maturity the notes have not been called (including on the final valuation date), the amount you receive at maturity will depend on the finalunderlying level.If the final underlying level is less than the initial underlying level but greater than or equal to the downside threshold, we will repay the stated principal amount of your notes at maturity.However, if the final underlyinglevel is less than the downside threshold, you will receive less than the stated principal amount of your notes, and possiblynothing, at maturity, resulting in a loss that is proportionate to the decline in the closing level of the underlying from the trade date to the final valuation date, up to a 100% loss of your investment.Investing in the notes involves significant risks.You may lose a substantial portion or all of your initialinvestment.You will not receive dividends or other distributions paid on any stocks included in theunderlying.The notes do not pay interest.The contingent repayment of the stated principal amount applies onlyif you hold the notes to maturity.Any payment on the notes, including any repayment of the stated principalamount, is subject to the creditworthiness of the issuer and the guarantor and is not, either directly or indirectly,an obligation of any third party. If the issuer and the guarantor were to default on their payment obligations, you equal to the initial underlying level on any valuation date (beginningsix months after issuance).The call return increases the longer thenotes are outstanding, based on a fixed call return rate perannum.If the notes are not called, investors may have fulldownside market exposure to the underlying at maturity.(See “Call SettlementDates and CallReturns/Call Prices forthe Offering of theNotes” on page PS-6.)after six months stated principal amount of the notes at maturity. However, if bymaturity the notes have not been called and the final underlying level is less than the downside threshold, you will receive less thanthe stated principal amount of your notes, and possibly nothing, atmaturity.The resulting loss will be proportionate to the full negative not receive any amounts owed to you under the notes and youcould lose your entire investment.NOTICE TO INVESTORS:THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBTINSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE STATED PRINCIPAL AMOUNT determined on the trade date.The notes are our unsecured, unsubordinated debt obligations, guaranteed by CitigroupInc., and are offered for a minimum investment of 100 notes at the issue price described below.UnderlyingCall Return RateInitial UnderlyingLevelDownside ThresholdCUSIP/ISIN See “Additional Terms Specific to the Notes” in this pricing supplement.The notes will have the terms specifiedin the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this $$$Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the notes on the trade date will beat least $9.695 per note, which will be less than the issue price.The estimated value of the notes is based on proprietarypricing models of Citigroup Global Markets Inc. (“CGMI”) and our internal funding rate.It is not an indication of actualprofit 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 the notes, expects to purchase from CGMI, and CGMI expects to sell to UBS, all of the notes for $9.85 per note. UBS willreceive an underwriting discount of $0.15 per note for each note it sells.UBS proposes to offer the notes to the public at aprice of $10.00 per note.For additional information on the distribution of the notes, see “Supplemental Plan ofDistribution” in this pricing supplement.In addition to the underwriting discount, CGMI and its affiliates may profit fromexpected hedging activity related to this offering, even if the value of the notes declines.See “Use of Proceeds and may occur that could affectyour payment at maturity a