花旗集团美股招股说明书(2025-10-30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, underlying supplement, prospectus supplement and prospectusare not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offeror sale is not permitted.SUBJECT TO COMPLETION, DATED OCTOBER 29, 2025CitigroupGlobalMarketsHoldingsInc.November, 2025 Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29131Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Callable Dual Directional Barrier Securities Linked to the S&P 500 Futures Excess Return Index Due ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc.Unlike conventional debt securities, the securities do not pay interestand do not repay a fixed amount of principal at maturity.▪The underlying tracks futures contracts on the S&P 500® Index and is expected to underperform the total returnperformance of the S&P 500®Index because of an implicit financing cost. See “Summary Risk Factors” for moreinformation.▪We have the right to call the securities for mandatory redemption at a premium on any potential redemption datespecified below. If we do not exercise our right to redeem the securities prior to maturity, then the securities will nolonger offer the opportunity to receive a premium but instead will offer (i) the opportunity to participate in anyappreciation of the underlying at the upside participation rate specified below and (ii) the opportunity for a positivereturn at maturity if the underlying depreciates based on the absolute value of that depreciation,but onlyso long asthe final underlying value is greater than or equal to the final barrier value specified below. In exchange for thesefeatures, investors in the securities must be willing to forgo any dividends with respect to the underlying. In addition,investors in the securities must be willing to accept downside exposure to the depreciation of the underlying on thefinal valuation date if the final underlying value is less than the final barrier value.If we do not redeem the securitiesprior to maturity and the final underlying value is less than the final barrier value, you will lose 1% of thestated principal amount of your securities for every 1% by which the final underlying value is less than theinitial underlying value. You may lose a significant portion, and up to all, of your investment.▪In order to obtain the modified exposure to the underlying that the securities provide, investors must be willing to forgointerest on the securities and dividends with respect to the underlying and accept (i) exposure to an index that isexpected to underperform the total return of theS&P 500®Index, (ii) an investment that may have limited or noliquidity and (iii) the risk of not receiving any payments due under the securities if we and Citigroup Inc. default on ourobligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets HoldingsInc. and Citigroup Inc.KEY TERMS Issuer: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 Citigroup Inc.Underlying:S&P 500 Futures Excess Return IndexStated principalamount:$1,000 per securityPricing date:November 21, 2025Issue date:November 26, 2025Valuation date:November 21, 2030, subject to postponement if such date is not a scheduled trading day or certainmarket disruption events occurMaturity date:Unless earlier redeemed, November 26, 2030Redemption:We may call the securities, in whole and not in part, for mandatory redemption on any potentialredemption date upon not less than three business days’ notice. Following an exercise of our callright, you will receive for each security you then hold an amount in cash per security equal to$1,000plusthe premium applicable to that potential redemption date. If the securities areredeemed following any potential redemption date, they will cease to be outstanding and you willno longer have the opportunity to participate in any appreciation of the underlying at the upsideparticipation rate.Potential redemptiondates:November 27, 2026, December 24, 2026, January 26, 2027, February 25, 2027, March 25, 2027,April 26, 2027, May 26, 2027, June 24, 2027, July 26, 2027, August 26, 2027, September 24,2027, October 26, 2027, November 26, 2027, December 27, 2027, January 26, 2028, February 25,2028, March 24, 2028, April 26, 2028, May 25, 2028, June 26, 2028, July 26, 2028, August 24,2028, September 26, 2028, October 26, 2028, November 27, 2028, December 27, 2028, January25, 2029, February 26, 2029, Mar