花旗集团美股招股说明书(2025-09-22版)

The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to thesenotes 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 notes, nor are theysoliciting an offer to buy these notes, in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 2025 Pricing Supplement No. 2025-USNCH[ ] to Product Supplement No. EA-04-10 dated March 7, 2023,Underlying Supplement No. 11 dated March 7, 2023, Prospectus Supplement and Prospectus each dated March 7, 2023Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Dated September---, 2025Citigroup Global Markets Holdings Inc. $---- Trigger Callable Contingent Yield Notes (with daily coupon observation)Linked to the Least Performing of the S&P 500®Index, the Nasdaq-100 Index®and the Russell 2000® Index DueOn or About June 26, 2028All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc. Investment Description The Trigger Callable Contingent Yield Notes (the “notes”) are unsecured, unsubordinated debt obligations of CitigroupGlobal Markets Holdings Inc. (the “issuer”), guaranteed by Citigroup Inc. (the “guarantor”), linked to theleastperformingof the S&P 500®Index, the Nasdaq-100 Index®and the Russell 2000® Index (each, an “underlying”).Thenotes will pay a contingent coupon on each quarterly coupon payment date if,and only if, the closing levels ofalltheunderlyings on each trading day during the applicable quarterly observation period are greater than or equal to theirrespective coupon barriers.If the closing level ofanyunderlying onanytrading day during an observation period is lessthan its coupon barrier, no contingent coupon will be paid on the related coupon payment date.On any coupon paymentdate prior to the maturity date, the issuer may, in its sole discretion, call the notes in whole, but not in part, and pay youthe stated principal amount per note plus any contingent coupon otherwise due on such coupon payment date and nofurther amounts will be owed to you.If the notes have not previously been called by the issuer prior to maturity and thefinal underlying level of the least performing underlying is greater than or equal to its downside threshold, you will receivethe stated principal amount of your notes at maturity plus any contingent coupon payment otherwise due on the maturitydate.However, if the notes have not been called prior to maturity and the final underlying level of the least performingunderlying is less than its downside threshold, you will receive less than the stated principal amount of your notes atmaturity, resulting in a loss that is proportionate to the decline in the closing level of the least performing underlying fromthe trade date to the final valuation date, up to a 100% loss of your investment.The “final underlying level” for eachunderlying is the closing level of such underlying on the final valuation date and the “least performing underlying” is theunderlying with the lowest underlying return as measured from the trade date to the final valuation date.Investing in thenotes involves significant risks.You may lose a substantial portion or all of your initial investment if the notesare not called by the issuer in its sole discretion on any coupon payment date prior to the maturity date and thefinal underlying level of the least performing underlying is less than its downside threshold.The payment atmaturity on the notes is basedsolelyon the performance of the least performing underlying.You will not benefitin any way from the performance of the better performing underlyings.You will therefore be adversely affected ifanyunderlying performs poorly, regardless of the performance of the other underlyings.You will not receivedividends or other distributions paid on any stocks included in the underlyings or participate in any appreciationof any underlying.The contingent repayment of the stated principal amount applies only if you hold the notes tomaturity or earlier call by the issuer.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, youmay not receive any amounts owed to you under the notes and you could lose your entire investment.1 Features qContingent Coupon— We will pay you a contingent coupon on each quarterlycoupon payment date if,and only if,the closing levels ofallthe underlyings on eachtrading day during the applicable quarterly observation period are greater than orequal to their respective coupon barriers.Otherwise, no contingent coupon will bepa