花旗集团美股招股说明书(2025-10-14版)

Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Citigroup Global Markets Holdings Inc. $Buffered Digital S&P 500®Index-Linked Notes dueAll Payments Due from Citigroup Global Markets Holdings Inc.Fully and Unconditionally Guaranteed by Citigroup Inc.Unlike conventional debt securities, the notes offered by this pricing supplement do not pay interest and do not repay a fixed amount of principal at maturity.The amount that you will be paid on your notes on the maturity date(expected to be the second business day after the scheduled determination date) is based on the performance of the S&P500®Index (the “underlier”) as measured from the trade date to and including the determination date (expected to bebetween 13 and 15 months after the trade date). If the final underlier level on the determination date is greater than orequal to 90.00% of the initial underlier level (set on the trade date and may be higher or lower than the actual closing levelof the underlier on the trade date), you will receive the threshold settlement amount (set on the trade date and expected tobe between $1,075.90 and $1,089.00 for each $1,000 stated principal amount of your notes), which represents acontingent fixed return at maturity of 7.59% to 8.90%.However, if the final underlier level declines from the initialunderlier level by more than the 10.00% threshold amount, the return on your notes will be negative and you willlose approximately 1.1111% of the stated principal amount of your notes for every 1% by which the decline of theunderlier exceeds the 10.00% threshold amount. You could lose your entire investment in the notes.In exchangefor the potential to receive a contingent fixed return at maturity so long as the underlier does not decline by more than the10.00% threshold amount, investors in the notes must be willing to forgo (i) any return in excess of the contingent fixedreturn at maturity of 7.59% to 8.90% (set on the trade date and results from the threshold settlement amount), (ii) anydividends paid on the stocks included in the underlier and (iii) interest on the notes.To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the level of the underlier from the initial underlier level (set on the trade date) to the final underlier level on thedetermination date. On the maturity date, for each $1,000 stated principal amount note you then hold, you will receive anamount in cash equal to:·if the underlier return isgreater than or equal to-10.00% (the final underlier level isgreater than or equal to 90.00% of the initial underlier level), the threshold settlement amount; or ·if the underlier return is below -10.00% (the final underlier level isless thanthe initial underlier level by more than10.00%), the sum of (i) $1,000 plus (ii) the product of (a) approximately 1.1111 times (b) the sum of the underlierreturnplus10.00% times (c) $1,000.This amount will be less than $1,000 and may be zero.The notes are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All payments on the notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc. If Citigroup Global Markets Holdings Inc. and Citigroup Inc. default on their obligations, you may not receiveany amount due under the notes. The notes will not be listed on any securities exchange and may have limited or noliquidity.Investing in the notes involves risks not associated with an investment in conventional debt securities. See (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the notes on the trade date will bebetween $967.10 and $987.10 per note, which will be less than the issue price. The estimated value of the notes is basedon proprietary pricing models of Citigroup Global Markets Inc. (“CGMI”) and our internal funding rate. It is not an indicationof actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any otherperson may be willing to buy the notes from you at any time after issuance. See “Valuation of the Notes” in this pricingsupplement.(2) CGMI, an affiliate of the issuer, is the underwriter for the offering of the notes and is acting as principal. The total underwriting discount in the table above assumes that the underwriter receives an underwriting discount for each notesold in this offering. For more information on the distribution of the notes, see “Summary Information—Key Terms—Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting discount, CGMI and itsaffiliates may profit from expected hedging activity related to this offering, even if the value of the notes declines. See “Useof Proceeds and Hedging” in the accompanying prospectus.Neitherthe Securities and Exchange Commission nor any state securities commission has app