您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:花旗集团美股招股说明书(2025-10-03版) - 发现报告

花旗集团美股招股说明书(2025-10-03版)

2025-10-03美股招股说明书E***
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花旗集团美股招股说明书(2025-10-03版)

The information in this preliminary pricing supplement is not complete and may be changed. A registration statementrelating to these notes has been filed with the Securities and Exchange Commission. This preliminary pricing supplementand the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are not anoffer to sell these notes, nor are they soliciting an offer to buy these notes, in any state where the offer or sale is notpermitted.SUBJECT TO COMPLETION, DATED OCTOBER 2, 2025Citigroup Global MarketsOctober, 2025 Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH28726Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01 Holdings Inc. Market-Linked Notes Linked to the S&P 500®Value Index Due October 5, 2028▪The notes offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the notes do not pay interest.Instead, the notes offer the potential for a positive return at maturity based on the performance of the underlyingspecified below from the initial underlying value to the final underlying value.▪If the underlying appreciates from the initial underlying value to the final underlying value, the notes offer a limited degree of participation in that appreciation and you will receive a positive return at maturity equal to the underlyingreturnmultipliedby the upside participation rate specified below. However, if the underlying remains the same ordepreciates from the initial underlying value to the final underlying value, you will be repaid the stated principalamount of your notes at maturity but will not receive any return on your investment. Even if the underlying appreciatesfrom the initial underlying value to the final underlying value, so that you do receive a positive return at maturity, thereis no assurance that your total return at maturity on the notes will compensate you for the effects of inflation or be asgreat as the yield you could have achieved on a conventional debt security of ours of comparable maturity.▪In exchange for the possibility of a positive return at maturity based on the performance of the underlying andrepayment of the principal amount even if the underlying depreciates, investors in the notes must be willing to acceptless than 100% participation in any appreciation of the underlying at maturity and forgo dividends with respect to theunderlying.If the underlying does not appreciate from the initial underlying value to the final underlying value,you will not receive any return on your investment in the notes.▪In order to obtain the modified exposure to the underlying that the notes provide, investors must be willing to accept (i)an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the notes ifwe and Citigroup Inc. default on our obligations.All payments on the notes are subject to the credit risk ofCitigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMS (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the notes on the pricing date willbe at least $970.00 per note, which will be less than the issue price.The estimated value of the notes is based on CGMI’sproprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of ouraffiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes fromyou at any time after issuance. See “Valuation of the Notes” in this pricing supplement.(2) For more information on the distribution of the notes, see “Supplemental Plan of Distribution” in this pricing supplement. CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value ofthe notes declines. See “Use of Proceeds and Hedging” in the accompanying prospectus. Investing in the notes involves risks not associated with an investment in conventional debtsecurities. See “Summary Risk Factors” beginning on page PS-4.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the notes or determined that this pricing supplement and the accompanying product supplement,underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation tothe contrary is a criminal offense.You should read this pricing supplement together with the accompanying product supplement, underlyingsupplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:Product Supplement No. EA-03-09 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023Prospectus Supplement and Prospectus each dated March 7, 2023The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporationor an