花旗集团美股招股说明书(2025-11-05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, NOVEMBER 4, 2025Citigroup Global MarketsNovember, 2025 Holdings Inc. Callable Equity Linked Securities Linked to Tesla, Inc. Due May 17, 2027▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.The securities offer periodic coupon payments at an annualized ratethat is generally higher than the yield on our conventional debt securities of the same maturity. In exchange for thishigher yield, you must be willing to accept the risks that (i) the securities may be called for redemption prior to maturityin the circumstances described below and (ii) if the securities are not redeemed by us prior to maturity and a downsideevent (as described below) occurs, you may receive significantly less than the stated principal amount of yoursecurities, and possibly nothing, at maturity (excluding the final coupon payment).Each of these risks will depend onthe performance of the underlying specified below. Although you will have downside exposure to the underlying, youwill not receive dividends with respect to the underlying or participate in any appreciation of the underlying.▪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. (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $931.50 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) CGMI will pay selected dealers a structuring fee of up to $3.75 for each security they sell. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the securities. CGMI will pay theseservice providers a fee of up to $3.50 per security in consideration for providing marketing, education, structuring orreferral services with respect to financial advisors or selected dealers. For more information on the distribution of thesecurities, see “Supplemental Plan of Distribution” in this pricing supplement. CGMI and its affiliates may profit fromexpected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds andHedging” in the accompanying prospectus.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-4.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contraryis a criminal offense.You should read this pricing supplement together with the accompanying productsupplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:Product Supplement No. EA-02-10 dated March 7, 2023Prospectus Supplement and Prospectus each datedMarch 7, 2023The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. 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, prospectussupplement and prospectus contain important disclosures that are not repeated in this pricing supplement.For example,the accompanying product supplement contains important information about how the closing value of the underlying willbe determined and about adjustments that may be made to the terms of the securities upon the occurrence of