花旗集团美股招股说明书(2025-12-12版)

Registration Statement Nos. 333-270327 and 333-270327-01 December----, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29633 to Product Supplement No. EA-08-02dated March 23, 2023 and Prospectus Supplement and Prospectus each dated March 7, 2023Citigroup Global Markets Holdings Inc. All Payments Due from Citigroup Global Markets Holdings Inc. Fully and Unconditionally Guaranteed by Citigroup Inc.Market Linked Securities—Auto-Callable with Contingent Coupon and ContingentDownside Principal at Risk Securities Linked to the Lowest Performing of Broadcom Inc. and Alphabet Inc. due December 21, 2028Linked to thelowest performingof Broadcom Inc. and Alphabet Inc. (each referred to as an “underlying”)Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principalat maturity and are subject to potential automatic redemption prior to maturity upon the terms describedbelow.Whether the securities pay a contingent coupon, whether the securities are automatically redeemed prior to maturityand, if they are not automatically redeemed, whether you are repaid the stated principal amount of your securities at maturitywill depend in each case on the closing value of the lowest performing underlying on the relevant calculation day.The lowestperforming underlying on any calculation day is the underlying that has the lowest performance factor on that calculation dayContingent Coupon.The securities will pay a contingent coupon on a quarterly basis until the earlier of maturity or automatic redemption if,and only if, the closing value of the lowest performing underlying on the relevant calculation day isgreater than or equal to its coupon threshold value.However, if the closing value of the lowest performing underlying on acalculation day is less than its coupon threshold value, you will not receive any contingent coupon on the relevant contingentcoupon date.If the closing value of the lowest performing underlying is less than its coupon threshold value on everycalculation day, you will not receive any contingent coupons throughout the entire term of the securities. The contingentcoupon rate will be determined on the pricing date and will be at least 18.45% per annumAutomatic Redemption.If the closing value of the lowest performing underlying on any potential autocall date from March 2026 to September 2028, inclusive, is greater than or equal to its starting value, we will automatically redeem the securitiesfor the stated principal amountplusthe related contingent coupon paymentPotential Loss of Principal.If the securities are not automatically redeemed prior to maturity, you will receive the stated principal amount at maturity if,and only if, the closing value of the lowest performing underlying on the final calculation dayis greater than or equal to its downside threshold value.If the closing value of the lowest performing underlying on the finalcalculation day is less than its downside threshold value, you will lose a significant portion, and possibly all, of the statedprincipal amount of your securitiesThe coupon threshold value and downside threshold value for each underlying are equal to 60% of its starting value If the securities are not automatically redeemed prior to maturity, you will have full downside exposure to the lowestperforming underlying from its starting value if its closing value on the final calculation day is less than its downside thresholdvalue, but you will not participate in any appreciation of any underlying and will not receive any dividends on any underlyingYour return on the securities will dependsolelyon the performance of the underlying that is the lowest performing underlying oneach calculation day.Youwill not benefit in any way from the performance of any better performingunderlying.Therefore, you will be adversely affected if any underlying performs poorly, even if any other underlyingperforms favorablyAll payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; if Citigroup Global Markets Holdings Inc. and Citigroup Inc. default on their obligations, you could lose some or all of yourinvestmentThe securities will not be listed on any securities exchange and, accordingly, may have limited or no liquidity.You should not invest in the securities unless you are willing to hold them to maturityThe securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-8 and “Risk Factors” beginning on pagePS-5 of the accompanying product supplement and beginning on page S-1 of the accompanying prospectus supplement.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of the securities or determined that this pricing supplement or the