花旗集团美股招股说明书(2025-12-16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 prospectus supplement and prospectus are not an offer to sell these securities, norare they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED DECEMBER 15, 2025 December, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29651Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01 Holdings Inc. Principal-at-Risk Securities Linked to the SONIA CMS7 Rate Due March 18, 2026 ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc.Unlike conventional debt securities, the securities do not pay interestand do not repay a fixed amount of principal at maturity.Instead, the securities offer a payment at maturity that may Investors will receive the maximum payment at maturity specified below only if the SONIA CMS7 rate on the valuationdate is greater than or equal to the strike specified below.If the SONIA CMS7 rate on the valuation date is less thanthe strike, investors will receive less than the maximum payment at maturity and may receive less, and possiblysignificantly less, than the stated principal amount.In that instance, the greater the difference between the SONIACMS7 rate on the valuation date and the strike, the lower your payment at maturity, subject to the minimum payment The securities are highly risky investments.A relatively small decrease in the SONIA CMS7 rate as of thevaluation date compared to the strike will result in the loss of a significant portion of your investment. 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 amount 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. andCitigroup Inc. securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profitto CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may bewilling to buy the securities from you at any time after issuance. See “Valuation of the Securities” in this pricing (2) 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 this offering, even if the value ofthe securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus. debt securities. See “Risk Factors Relating to the Securities” beginning on page PS-4.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approvedor disapproved of the securities or determined that this pricing supplement and the accompanying prospectussupplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.You should read this pricing supplement together with the accompanying prospectus supplement andprospectus, each of which can be accessed via the hyperlink below:Prospectus Supplement and Prospectus each dated March 7, 2023The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit InsuranceCorporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Hypothetical Examples The table and examples below illustrate various hypothetical payments at maturity based on various hypothetical SONIACMS7 rates on the valuation date.The outcomes below are not exhaustive.Your actual payment at maturity will dependon the actual SONIA CMS7 rate on the valuation date. The table and examples are for purposes of illustration only and have been rounded for ease of analysis. Example 1:The SONIA CMS7 rate on the valuation date is 4.000%, which is greater than the strike. In this example, since the SONIA CMS7 rate on the valuation date is greater than or equal to the strike, you would receivethe maximum payment at maturity of £1,240.04167 and your total return at maturity would be equal to 24.004167%. Example 2:The SONIA CMS7 rate on the valuation date is 3.700%, which is less than the strike. Payment at maturity per security = the maximum payment at maturityminus[£1,000 × the product (expressed as apercentage) of (a) (1 / OTM strike width) × (b) (the strikeminusthe SONIA CMS7 rate on the valuation date)], subject tothe minimum payment at maturity of £240.04167 = £1,240.04167minus[£1,000 × the product (expressed as a percentage) of (a) (1 / 0.5