花旗集团美股招股说明书(2025-09-19版)

This Amended and Restated Pricing Supplement No. 2025-USNCH28270 is being filed to revise the paying agent.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, index supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are theysoliciting an offer to buy these securities, in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 2025Citigroup Global Markets HoldingsSeptember, 2025 Medium-Term Senior Notes, Series NAmended and Restated Pricing Supplement No. 2025-USNCH28270Filed Pursuant to Rule 424(b)(3)Registration Statement Nos. 333-270327 and 333-270327-01Autocallable Contingent Coupon Equity Linked Securities Linked to the Nasdaq-100 Futures 35% Edge Inc. Volatility 6% Decrement™Index ER Due September 28, 2032▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent couponpayments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on ourconventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing toaccept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the samematurity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of what youreceive at maturity may be significantly less than the stated principal amount of your securities, and may be zero, and(iii) the securities may be automatically called for redemption prior to maturity on any trading day during the autocallperiod specified below. Each of these risks will depend on the performance of the underlying specified below. Althoughyou will have downside exposure to the underlying, you will not receive dividends with respect to the underlying orparticipate in any appreciation of the underlying.▪The underlying is highly risky because it may reflect highly leveraged exposure to any decline in the Citi Equity US Tech Large Cap QX Market Tracker Series 4 Index, which we refer to as the “underlying futures index”.Theunderlying futures index tracks futures contracts on the Nasdaq-100 Index®and is likely to underperform theNasdaq-100 Index®because of an implicit financing cost.In addition, the underlying is subject to a decrementof 6% per annum, which will be a significant drag on its performance.Each of the underlying and theunderlying futures index is published by Citigroup Global Markets Limited, an affiliate of ours. You shouldcarefully review the section “Summary Risk Factors—Summary of Key Risks Relating to the Underlying” in thispricing supplement.▪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 paymentson the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMS Issuer:Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.Guarantee:All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.Underlying:The Nasdaq-100 Futures 35% Edge Volatility 6% Decrement™Index ERStated principal amount:$1,000 per securityPricing date:September 18, 2025Issue date:September 23, 2025Valuation dates:The 23rd day of each month, beginning in October 2025 and ending in September 2032,providedthat the September 2032 valuation date will be September 23, 2032 (the “finalvaluation date”), each subject to postponement if such date is not a scheduled trading day orcertain market disruption events occurMaturity date:Unless earlier redeemed, September 28, 2032Contingent couponpayment dates:The third business day after each valuation date, except that the contingent coupon paymentdate following the final valuation date will be the maturity dateContingent coupon:On each contingent coupon payment date, unless previously redeemed, the securities will paya contingent coupon equal to 1.4167% of the stated principal amount of the securities(equivalent to a contingent coupon rate of approximately 17.00% per annum)if and only ifthe closing value of the underlying on the immediately preceding valuation date is greaterthan or equal to the coupon barrier value.If the closing value of the underlying on anyvaluation date is less than the coupon barrier value, you will not receive any contingentcoupon payment on the immediately following contingent coupon payment date.Payment at maturity:If the securities are not automa