花旗集团美股招股说明书(2025-12-23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, prospectus supplement and prospectus are not an offer to sellthese securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is notpermitted.SUBJECT TO COMPLETION, DATED DECEMBER 23, 2025Citigroup Global Markets Holdings Inc. Autocallable Phoenix Securities Based on the Common Stock of Tesla, Inc. Due December The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for contingent coupon payments at anannualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventionaldebt securities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risksthat (i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity becauseyou may not receive one or more, or any, contingent coupon payments; (ii) your actual yield may be negative because,at maturity, you may receive significantly less than the stated principal amount of your securities, and possibly nothing,and (iii) the securities may be automatically redeemed prior to maturity. Each of these risks will depend on theperformance of the shares of common stock of Tesla, Inc. (the “underlying shares”), as described below. Although youwill be exposed to downside risk with respect to the underlying shares, you will not participate in any appreciation of theunderlying shares or receive any dividends paid on the underlying shares. If the final share price is less than the finalbarrier price, you will lose more than 1% of the stated principal amount of your securities for every 1% by which the finalshare price has declined beyond the buffer amount. Accordingly, the lower the final share price, the less benefit you willreceive from the buffer. There is no minimum payment at maturity.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 payments due under the securities if we and Citigroup Inc. default on our obligations.All paymentson the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Additional Information General.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, certain eventsmay occur that could affect whether you receive a contingent coupon payment on a contingent coupon payment date orwhether the securities are automatically redeemed as well as your payment at maturity or, in the case of a delisting of theunderlying shares, could give us the right to call the securities prior to maturity for an amount that may be less than thestated principal amount. These events, including market disruption events and other events affecting the underlyingshares, and their consequences are described in the accompanying product supplement in the sections “Description of the Dilution and Reorganization Adjustments.The initial share price, the coupon barrier price and the final barrier price areeach a “Relevant Value” for purposes of the section “Description of the Securities— Certain Additional Terms for SecuritiesLinked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments” in the accompanying Postponement of the Final Valuation Date; Postponement of the Maturity Date.If the scheduled final valuation dateis not a scheduled trading day, the final valuation date will be postponed to the next succeeding scheduled trading day. Inaddition, if a market disruption event occurs on the scheduled final valuation date, the calculation agent may, but is notrequired to, postpone the final valuation date to the next succeeding scheduled trading day on which a market disruptionevent does not occur. However, in no event will the scheduled final valuation date be postponed more than five scheduledtrading days after the originally scheduled final valuation date as a result of a market disruption event occurring on the Autocallable Phoenix Securities Based on the Common Stock of Tesla, Inc. Due December Hypothetical Examples The table below illustrates various hypothetical payments on the securities at maturity for a range of hypothetical finalshare prices of the underlying shares, assuming the securities are not automatically redeemed. The