花旗集团美股招股说明书(2025-10-02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, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer tobuy these securities, in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED OCTOBER 1, 2025Citigroup Global Markets Holdings Inc.October, 2025 Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH28706Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Autocallable Phoenix Securities Based on the Common Stock of Meta Platforms, Inc. Due October, 2026 §The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for contingent coupon payments at anannualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventionaldebt securities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risksthat (i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity becauseyou may not receive one or more, or any, contingent coupon payments; (ii) your actual yield may be negativebecause, at maturity, you may receive significantly less than the stated principal amount of your securities, andpossibly nothing, and (iii) the securities may be automatically redeemed prior to maturity. Each of these risks willdepend on the performance of the shares of common stock of Meta Platforms, Inc. (the “underlying shares”), asdescribed below. Although you will be exposed to downside risk with respect to the underlying shares, you will notparticipate in any appreciation of the underlying shares or receive any dividends paid on the underlying shares. If thefinal share price is less than the final barrier price, you will lose more than 1% of the stated principal amount of yoursecurities for every 1% by which the final share price has declined beyond the buffer amount. Accordingly, the lowerthe final share price, the less benefit you will receive from the buffer. There is no minimum payment at maturity.§Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the If the relevant share price on any interim valuation date or with respect to the finalvaluation date, as applicable, is less than the coupon barrier price, you will notreceive any contingent coupon payment on the related contingent coupon paymentdate. If the relevant share price is less than the coupon barrier price on one or moreinterim valuation dates and, on a subsequent interim valuation date or with respectto the final valuation date, the relevant share price is greater than or equal to thecoupon barrier price, your contingent coupon payment for that subsequent interimvaluation date or with respect to the final valuation date, as applicable, will includeall previously unpaid contingent coupon payments (without interest on amountspreviously unpaid). However, if the relevant share price is less than the couponbarrier price on an interim valuation date and on each subsequent interim valuationdate thereafter and with respect to the final valuation date, you will not receive theunpaid contingent coupon payments in respect of those interim valuation dates andwith respect to the final valuation date. If the securities are not automatically redeemed prior to maturity, you will be entitled toreceive at maturity, for each $1,000 stated principal amount security you then hold:§If the final share price isgreater than or equal tothe final barrier price: $1,000plusthe contingent coupon payment due at maturity (including anypreviously unpaid contingent coupon payments)§If the final share price isless thanthe final barrier price:$1,000 + [$1,000 × the buffer rate × (the share return + the buffer amount)]If the final share price is less than the final barrier price, you will receive less than (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $952.00 per security, which will be less than the issue price. The estimated value of the securities is basedon CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or otherof our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy thesecurities from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.(2) The issue price for investors purchasing the securities in fiduciary accounts is $999.00 per secur