花旗集团美股招股说明书(2025-12-19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 prospectusare not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offeror sale is not permitted.SUBJECT TO COMPLETION, DATED DECEMBER 19, 2025CitigroupGlobalMarketsHoldingsInc.December, 2025 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.The underlying tracks futures contracts on the S&P 500® ▪▪Index and is expected to underperform the total returnperformance of the S&P 500®Index because of an implicit financing cost. See “Summary Risk Factors” for moreinformation.▪We have the right to call the securities for mandatory redemption at a premium on any potential redemption datespecified below. If we do not exercise our right to redeem the securities prior to maturity, then the securities will nolonger offer the opportunity to receive a premium but instead will offer the opportunity to participate in any appreciationof the underlying at the upside participation rate specified below.In this circumstance, if the underlying hasappreciated, you will receive a positive return at maturity equal to that appreciationmultiplied bythe upsideparticipation rate specified below.If the underlying has depreciated, but not below the final barrier value specifiedbelow, you will be repaid the stated principal amount of your securities at maturity but will not receive any positivereturn on your investment.However, if we do not redeem the securities prior to maturity and the finalunderlying value is less than the final barrier value, you will receive less than the stated principal amount ofyour securities at maturity, reflecting a loss of 1% of the stated principal amount for every 1% by which thefinal underlying value is less than the initial underlying value.▪In order to obtain the modified exposure to the underlying that the securities provide, investors must be willing to forgointerest on the securities and dividends with respect to the underlying and accept (i) exposure to an index that isexpected to underperform the total return of the S&P 500®Index, (ii) an investment that may have limited or noliquidity and (iii) the risk of not receiving any payments due under the securities if we and Citigroup Inc. default on ourobligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets HoldingsInc. and Citigroup Inc.KEY TERMS Payment at maturity:If we do not redeem the securities prior to maturity, you will receive at maturity, for each securityyou then hold, an amount in cash equal to:If the final underlying value isgreater thanthe initial underlying value: $1,000 + the return amountIf the final underlying value isless than or equal tothe initial underlying value butgreaterthan or equal tothe final barrier value: $1,000 (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be at least $902.50 per security, which will be less than the issue price. The estimated value of the securities is basedon CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or otherof our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy thesecurities from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.(2) CGMI will pay selected dealers a structuring fee of up to $6.25 for each security sold in this offering. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the securities. CGMIwill pay these service providers a fee of up to $5.00 per security in consideration for providing marketing, education,structuring or referral services with respect to financial advisors or selected dealers. For more information on thedistribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. CGMI and its affiliates mayprofit from expected hedging activity related to this offering, even if the value of the securities declines. See “Use ofProceeds and Hedging” in the accompanying prospectus.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-5.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprove