花旗集团美股招股说明书(2025-10-27版)

The information in this preliminary pricing supplement is not complete and may be changed. A registration statementrelating to these securities has been filed with the Securities and Exchange Commission. This preliminary pricingsupplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sellthese securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is notpermitted.SUBJECT TO COMPLETION, DATED OCTOBER 24, 2025Citigroup Global MarketsOctober, 2025 Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29123Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Autocallable Phoenix Securities Based on the Common Stock of Microsoft Corporation Due Holdings Inc. 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 Microsoft Corporation (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 KEY TERMSIssuer:Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.Guarantee:All payments due on the securities are fully and unconditionally guaranteed by CitigroupInc.Underlying shares:Shares of common stock of Microsoft Corporation (ticker symbol: “MSFT”) (the “underlyingshare issuer”)Aggregate stated principalamount:$Stated principal amount:$1,000 per securityStrike date:October 24, 2025Pricing date:October, 2025 (expected to be October 27, 2025)Issue date:October, 2025 (expected to be October 30, 2025)Interim valuation dates:Expected to be November 28, 2025, December 29, 2025, January 27, 2026, February 27,2026, March 27, 2026, April 27, 2026, May 27, 2026, June 29, 2026, July 27, 2026, August27, 2026 and September 28, 2026, each subject to postponement if such date is not ascheduled trading day or if certain market disruption events occurFinal valuation date:Expected to be October 27, 2026, subject to postponement if such date is not a scheduledtrading day or if certain market disruption events occurMaturity date:Unless earlier redeemed, October, 2026 (expected to be October 30, 2026), subject topostponement as described under “Additional Information” belowContingent couponpayment dates:For any interim valuation date, the third business day after such interim valuation date; andfor the final valuation date, the maturity dateContingent coupon:On each contingent coupon payment date, unless previously redeemed, the securities willpay a contingent coupon equal to 1.275% of the stated principal amount of the securitiesifand only ifthe relevant share price for the related interim valuation date or with respect tothe final valuation date, as applicable, is greater than or equal to the coupon barrier price.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