花旗集团美股招股说明书(2025-02-06版)

Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 2,000,000 Depositary SharesEach Representing a 1/25th Interest in a Share of6.950% Fixed Rate Reset Noncumulative Preferred Stock, Series FF Citigroup Inc. is offering 2,000,000 depositary shares, each representing a 1/25th interest in a share of perpetual 6.950% Fixed Rate ResetNoncumulative Preferred Stock, Series FF, $1.00 par value, with a liquidation preference of $25,000 per share (equivalent to $1,000 liquidationpreference per depositary share) (the “Preferred Stock”). Each depositary share, evidenced by a depositary receipt, entitles the holder, through thedepositary, to a proportional fractional interest in all rights and preferences of the Preferred Stock (including dividend, voting, redemption, andliquidation rights). Citigroup will pay cash dividends on the Preferred Stock, only when, as, and if declared by the board of directors of Citigroup, or a dulyauthorized committee of the board, out of funds legally available to pay dividends, on the 15th of each February, May, August and November(each, a “dividend payment date”) (i) from, and including, the date of issuance of the Preferred Stock to, but excluding, February 15, 2030 at anannual rate of 6.950% on the liquidation preference amount of $25,000 per share of Preferred Stock (equivalent to $69.50 per depositary shareper year), quarterly in arrears, beginning on May 15, 2025, and (ii) from, and including, February 15, 2030, for each reset period, at an annual rateequal to the five-year treasury rate as of the most recent reset dividend determination date (as described in “Description of the Preferred Stock —Dividends” below) plus 2.726% on the liquidation preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, beginning onMay 15, 2030. Payment of dividends on the Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere inthis prospectus supplement. Dividends on the Preferred Stock will not be cumulative. Citigroup may redeem the Preferred Stock (i) in whole at any time or in part, from time to time, on any dividend payment date on or afterFebruary 15, 2030 or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined on page S-16), ineach case at a cash redemption price equal to $25,000 per share of Preferred Stock (equivalent to $1,000 per depositary share) plus any declaredand unpaid dividends, and without accumulation of any undeclared dividends, to, but excluding, the redemption date. If Citigroup redeems thePreferred Stock, the depositary will redeem a proportionate number of depositary shares. Under current rules and regulations, Citigroup wouldneed regulatory approval to redeem the Preferred Stock. The Preferred Stock will not have voting rights, except in the limited circumstances described in “Description of the Preferred Stock — VotingRights” beginning on page S-17 and as specifically required by Delaware law. The depositary shares will not be listed on any securities exchange. Investing in the depositary shares and the Preferred Stock involves a number of risks. See the “Risk Factors” section beginning onpage S-6, where specific risks associated with the depositary shares and the Preferred Stock are described and the factors listed anddescribed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023, along with the otherinformation in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus before you make yourinvestment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Neither the depositary shares nor the Preferred Stock are deposits or savings accounts. These securities are not insured by the Federal DepositInsurance Corporation or by any other governmental agency or instrumentality. Net proceeds to Citigroup (after expenses) are expected to be approximately $1,969,775,000 The underwriters are offering the depositary shares subject to certain conditions. The underwriters expect that the depositary shares will be readyfor delivery to investors on or about February 12, 2025, in book-entry form only through the facilities of The Depository Trust Company and itsdirect participants, including Clearstream, S.A. and Euroclear SA/NV. Table of Contents TABLE OF CONTENTS SummaryRisk FactorsForward-Looking StatementsUse of ProceedsDescription of the Preferred StockDescription of the Depositary Shares Book-Entry Procedures and SettlementS-22U.S. Federal Income Tax ConsiderationsS-24UnderwritingS-28Conflicts of InterestS-30Legal MattersS-33ProspectusProspectus Summary1Forward-Looking Statements8Citigroup Inc.12Use of Proceeds and H