您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:花旗集团美股招股说明书(2025-12-05版) - 发现报告

花旗集团美股招股说明书(2025-12-05版)

2025-12-05 美股招股说明书
报告封面

The information in this preliminary pricing supplement is not complete and may be changed. A registration statementrelating to these notes has been filed with the Securities and Exchange Commission.This preliminary pricing supplementand the accompanying product supplement, index supplement, prospectus supplement and prospectus are not an offer to December-, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH[ ] Citigroup Global Markets Autocallable Contingent Coupon Market-Linked Notes Based on the Nasdaq-100 Futures 35% EdgeVolatility 6% Decrement™ Index ER Due December 31, 2035 Overview▪The notes offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The notes offer the potential for periodic contingent coupon paymentsat the rate specified below.You will receive a contingent coupon payment on a contingent coupon payment date if, potential autocall date is greater than or equal to the initial underlying value. ▪The underlying is highly risky because it may reflect highly leveraged exposure to any decline in the CitiEquity US Tech Large Cap QX Market Tracker Series 4 Index, which we refer to as the “underlying futuresindex”.The underlying futures index tracks futures contracts on the Nasdaq-100 Index® underperform the Nasdaq-100 Index®because of an implicit financing cost.In addition, the underlying is subject to a decrement of 6% per annum, which will be a significant drag on its performance.Each of theunderlying and the underlying futures index is published by Citigroup Global Markets Limited, an affiliate ofours. You should carefully review the section “Summary Risk Factors—Summary of Key Risks Relating to the Underlying” in this pricing supplement. receiving any payments due under the notes if we and Citigroup Inc. default on our obligations.All payments on thenotes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Contingent couponpayment dates:The last day of each month, beginning in January 2026, provided that the final contingent couponpayment date will be the maturity date. Each contingent coupon payment date is subject topostponement to the next succeeding business day if such day is not a business day.In addition,if the valuation date immediately preceding any contingent coupon payment date is postponed, that Valuation dates: contingent coupon payment date, which are expected to be January 28, 2026, February 25, 2026,March 26, 2026, April 27, 2026, May 27, 2026, June 25, 2026, July 28, 2026, August 26, 2026,September 25, 2026, October 28, 2026, November 24, 2026, December 28, 2026, January 27,2027, February 24, 2027, March 25, 2027, April 27, 2027, May 26, 2027, June 25, 2027, July 28,2027, August 26, 2027, September 27, 2027, October 27, 2027, November 24, 2027, December28, 2027, January 26, 2028, February 24, 2028, March 28, 2028, April 26, 2028, May 25, 2028,June 27, 2028, July 26, 2028, August 28, 2028, September 27, 2028, October 26, 2028, November27, 2028, December 27, 2028, January 26, 2029, February 23, 2029, March 27, 2029, April 25,2029, May 25, 2029, June 27, 2029, July 26, 2029, August 28, 2029, September 26, 2029, October26, 2029, November 27, 2029, December 26, 2029, January 28, 2030, February 25, 2030, March27, 2030, April 25, 2030, May 28, 2030, June 26, 2030, July 26, 2030, August 28, 2030, September25, 2030, October 28, 2030, November 26, 2030, December 26, 2030, January 28, 2031, February25, 2031, March 26, 2031, April 25, 2031, May 28, 2031, June 25, 2031, July 28, 2031, August 27, (Key Terms continued on next page)(1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the notes on the pricing date willbe at least $850.00 per note, which will be less than the issue price.The estimated value of the notes is based on CGMI’sproprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our Additional Information General.The terms of the notes 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 notes upon the occurrence of marketdisruption events and other specified events with respect to the underlying. The accompanying index supplement contains Closing value.The closing value of the underlying is its closing level, as described in the accompanying productsupplement. Summary Description of the Underlying The underlying is published by Citigroup Global Markets Limited, an affiliate of ours.The