花旗集团美股招股说明书(2025-10-17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 16, 2025Citigroup Global Markets Holdings Inc.October, 2025 Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH28994Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Autocallable Phoenix Securities Based on the Common Stock of Alphabet 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 Alphabet Inc. (the “underlying shares”), as describedbelow. Although you will be exposed to downside risk with respect to the underlying shares, you will not participate inany appreciation of the underlying shares or receive any dividends paid on the underlying shares. If the final shareprice is less than the final barrier price, you will lose more than 1% of the stated principal amount of your securities forevery 1% by which the final share price has declined beyond the buffer amount. Accordingly, the lower the final shareprice, 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 risk of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.Allpayments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc.KEY TERMS If, on any of the interim valuation dates, the closing price of the underlying shares is greaterthan or equal to the initial share price, each security you then hold will be automatically (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $944.50 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 security. Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplementand prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certainevents may occur that could affect whether you receive a contingent coupon payment on a contingent coupon paymentdate or whether the securities are automatically redeemed as well as your payment at maturity or, in the case of adelisting of the underlying shares, could give us the right to call the securities prior to maturity for an amount that may beless than the stated principal amount. These events, including market disruption events and other events affecting theunderlying shares, and their consequences are described in the accompanying product supplement in the sections“Description of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date,”“Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an UnderlyingETF—Dilution and Reorganization Adjustments” and “—Delisting of an Underlying Company,” and not in this pricingsu