花旗集团美股招股说明书(2025-11-20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 prospectus November-----, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29429 Citigroup Global MarketsHoldings Inc. Bearish Market-Linked Securities Linked to the Highest Performing of the Nasdaq-100 Index® S&P 500®Index Due August 26, 2027 Overview▪The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.Unlike conventional debt securities, the securities do not payinterest and do not guarantee the full repayment of principal at maturity. Instead, the securities offer the potential for areturn at maturity based on the performance of the highest performing of the underlyings specified below from its depreciates from its initial underlying value to its final underlying value, you will receive a positive return at maturityequal to the absolute value of that depreciationmultiplied bythe participation rate, subject to the maximum return atmaturity specified below.However, if the highest performing underlying appreciates from its initial underlying value toits final underlying value, you will incur a loss at maturity equal to that appreciation, subject to a maximum loss of 3%of the stated principal amount. Even if the highest performing underlying depreciates from its initial underlying value to must be willing to forgo (i) any return on the securities in excess of the maximum return at maturity and (ii) anydividends that may be paid on the stocks that constitute any underlying during the term of the securities.If thehighest performing underlying does not depreciate from its initial underlying value to its final underlying value, you will not receive any return on your investment in the securities, and you may lose up to 3% of yourinvestment. ▪Your return on the securities will dependsolelyon the performance of the highest performing underlying.You will notbenefit in any way from the performance of any worse performing underlying. ▪In order to obtain the modified exposure to the highest performing underlying that the securities provide, investorsmust be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving anyamount due under the securities if we and Citigroup Inc. default on our obligations.All payments on the securitiesare subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. supplement.In addition to the underwriting fee, CGMI and its affiliates may profit from expected hedging activity related tothis offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanyingprospectus. Investing in the securities involves risks not associated with an investment in conventionaldebt securities. See “Summary Risk Factors” beginning on page PS-7. disapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense. supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:Product Supplement No. EA-02-10 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023Prospectus Supplement and 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 are they obligations of, or guaranteed by, a bank. Additional Information 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 your payment at maturity. These events and their consequences are described in theaccompanying product supplement in the sections “Description of the Securities—Consequences of a Market DisruptionEvent; Postponement of a Valuation Date” and “Description of the Securities—Certain Additional Terms for Securities Payout Diagram The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns of the highestperforming underlying. Investors in the securities will not receive any dividends that may be paid on the stocks that constitute theunderlyings. The diagram and examples below do not show any effect of lost dividend yield over the term of thesecuri