花旗集团美股招股说明书(2025-12-30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 29, 2025 December, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH[]Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327-01 Holdings Inc. Principal-at-Risk Securities Linked to the Synthetic 10Y10Y SOFR CMS Rate Due April 1, 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 maybe greater than, equal to or less than the issue price, depending on the synthetic 10Y10Y SOFR CMS rate on thevaluation date.The synthetic 10Y10Y SOFR CMS rate on any date is intended to represent the USD SOFR ICE swaprate for the 10-year period starting 10 years from the current date.We refer to this rate as “synthetic” because it is not on the valuation date is less than or equal to the strike specified below.If the synthetic 10Y10Y SOFR CMS rate onthe valuation date is greater than the strike, investors will receive less than the maximum payment at maturity andmay receive less, and possibly significantly less, than the stated principal amount.In that instance, the greater thedifference between the synthetic 10Y10Y SOFR CMS rate on the valuation date and the strike, the lower yourpayment at maturity, subject to the minimum payment at maturity.If the synthetic 10Y10Y SOFR CMS rate on the The securities are highly risky investments.A relatively small increase in the synthetic 10Y10Y SOFR CMSrate as of the valuation date compared to the strike will result in the loss of a significant portion of yourinvestment. 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. (1) Citigroup Global Markets Holdings Inc. currently expects that the estimated value of the securities on the pricing datewill be between $970.00 and $1,000.00 per security, which may be less than the issue price. The estimated value of thesecurities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit (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 of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.Investing in the securities involves risks not associated with an investment in conventional The 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 synthetic10Y10Y SOFR CMS rates on the valuation date.The outcomes below are not exhaustive.Your actual payment atmaturity will depend on the actual synthetic 10Y10Y SOFR CMS 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 synthetic 10Y10Y SOFR CMS rate on the valuation date is 4.200%, which is less than the strike. In this example, since the synthetic 10Y10Y SOFR CMS rate on the valuation date is less than or equal to the strike, youwould receive the maximum payment at maturity of $1,256.62921 and your total return at maturity would be equal to25.662921%. Example 2:The synthetic 10Y10Y SOFR CMS rate on the valuation date is 4.500%, which is greater 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 synthetic 10Y10Y SOFR CMS rate on the valuation dateminusthestrike)], subject to the minimum payment at maturity of $256.62921 = $1,256.62921minus[$1,000 × the product (expressed as a percentage) of (a) (1 / 0.50%) × (b) (4.500% - 4.491%)],subject to the minimum payment at maturity of $256.62921 = $1,256.62921minus[$1,000 × the product (expressed as a percentage) of (a) 200 × (b) 0.009%], subject to theminimum payment at matu