花旗集团美股招股说明书(2025-11-18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 sell SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2025November, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29419Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01Autocallable Phoenix Securities Based on the Common Stock of Broadcom Inc. Due December, Citigroup Global MarketsHoldings Inc. 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 will 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. and 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 Dilution and Reorganization Adjustments.The initial share price, the coupon barrier price and the final barrier price areeach a “Relevant Value” for purposes of the section “Description of the Securities— Certain Additional Terms for SecuritiesLinked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments” in the accompanying Postponement of the Final Valuation Date; Postponement of the Maturity Date.If the scheduled final valuation dateis not a scheduled trading day, the final valuation date will be postponed to the next succeeding scheduled trading day. Inaddition, if a market disruption event occurs on the scheduled final valuation date, the calculation agent may, but is notrequired to, postpone the final valuation date to the next succeeding scheduled trading day on which a market disruptionevent does not occur. However, in no event will the scheduled final valuation date be postponed more than five scheduledtrading days after the originally scheduled final valuation date as a result of a market disruption event occurring on the Hypothetical Examples The table below illustrates various hypothetical payments on the securities at maturity for a range of hypothetical finalshare prices of the underlying shares, assuming the securities are not automatically redeemed. The outcomes illustratedin the table are not exhaustive, and the actual payment at maturity you receive on the securities may differ from any the coupon barrier price. For purposes of this table, it is assumed that there are no previously unpaid contingentcoupon payments. The examples below illustrate various possible outcomes under the securities. The examples do not illustrate all possibleoutcomes, and the return you actually receive on an investment in the securities may differ from any example shownbelow. References below to the total return on an investment in the securities take into account all contingent coupon Examples assuming the securities are automatically redeemed prior to maturity: Example 1:The hypothetical closing price of the underlying shares on the first interim valuation date is $120.00, which isgreater thanthe hypothetical initial share pric