花旗集团美股招股说明书(2025-11-05版)

Citigroup Global Markets Holdings Inc. November, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29278Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327and 333-270327-01Callable 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 securitiesoffer periodic coupon payments at an annualized rate that is generally higher than theyield 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 calledfor redemption prior to maturity in the circumstances described below and (ii) if thesecurities are not redeemed by us prior to maturity and a downside event (as describedbelow) occurs, you may receive significantly less than the stated principal amount ofyour securities, and possibly nothing, at maturity (excluding the final couponpayment).Each of these risks will depend on the performance of the underlyingspecified below. Although you will have downside exposure to the underlying, you willnot receive dividends with respect to the underlying or participate in any appreciation ofthe 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 thesecurities if we and Citigroup Inc. default on our obligations.All payments on thesecurities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMS (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of thesecurities on the pricing date will be at least $931.50 per security, which will be less thanthe issue price.The estimated value of the securities is based on CGMI’s proprietary pricingmodels 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 personmay be willing to buy the securities from you at any time after issuance.See “Valuation ofthe 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 connectionwith the distribution of the securities. CGMI will pay these service providers a fee of up to$3.50 per security in consideration for providing marketing, education, structuring or referralservices with respect to financial advisors or selected dealers. For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricingsupplement. CGMI and its affiliates may profit from expected hedging activity related to thisoffering, even if the value of the securities declines. See “Use of Proceeds and Hedging” inthe accompanying prospectus.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary RiskFactors” 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 ordetermined that this pricing supplement and the accompanying productsupplement, prospectus supplement and prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense.You should read this pricingsupplement together with the accompanying product supplement, prospectussupplement and prospectus, each of which can be accessed via the hyperlinksbelow:Product Supplement No. EA-02-10 datedProspectus Supplement and March 7, 2023 Prospectus each dated March 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 arethey obligations of, or guaranteed by, a bank. Citigroup Global Markets Holdings Inc. Additional Information General.The terms of the securities are set forth in the accompanying product supplement,prospectus supplement and prospectus, as supplemented by this pricing supplement.Theaccompanying product supplement, prospectus supplement and prospectus containimportant disclosures that are not repeated in this pricing supplement.For example, theaccompanying product supplement contains important information about how the closingvalue of the underlying will be determined and about adjustments that may be made to theterms of the securities upon the occurrence of market disruption events and other specifiedevents with respect to the underlying.It is important that you read the accompanyingproduct supplement, prospectus supplement and prospectus together with this pricingsupplement in deciding whether to invest in the securities.Certain terms used but notdefined in t