花旗集团美股招股说明书(2025-07-11版)

Global Markets Holdings Inc. and Citigroup Inc. Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.The MSCI EAFE®Index Pricing date:July 16, 2025July 21, 2025Valuation date:July 16, 2027, subject to postponement if such date is not a scheduled trading day or certain market disruption events occurMaturity date:July 21, 2027Payment at maturity:You will receive at maturity for each security you then hold: $1,000 + [$1,000 × (the underlying return + the buffer percentage)]If the final underlying value is less than the final buffer value, which means that the underlying has depreciated from the initial Citigroup Global Markets Holdings Inc. bythe upside participation rate is less than the maximum return at maturity. As a result, your total return at maturity would equal the underlyingreturnmultiplied bythe upside participation rate. Example 2—Upside Scenario B.The final underlying value is 150.00, resulting in a 50.00% underlying return. In this example, the finalunderlying value isgreater thanthe initial underlying value. = $1,000 + ($1,000 × 50.00% × 150.00%), subject to the maximum return at maturity= $1,000 + $750.00, subject to the maximum return at maturity legal advisors as to the risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with the more detaileddescription of risks relating to an investment in the securities contained in the section “Risk Factors Relating to the Securities” beginning on page on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.Citigroup Inc. will release quarterly earnings on July 15, 2025, which is during the marketing period and prior to the pricing date of these securities. ■You may lose a significant portion of your investment.Unlike conventional debt securities, the securities do not repay a fixed amountof principal at maturity. Instead, your payment at maturity will depend on the performance of the underlying. If the underlying depreciatesby more than the buffer percentage from the initial underlying value to the final underlying value, you will lose 1% of the stated principal depends on the closing value of the underlying solely on the valuation date, you are subject to the risk that the closing value of theunderlying on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the securities. Ifyou had invested in another instrument linked to the underlying that you could sell for full value at a time selected by you, or if thepayment at maturity were based on an average of closing values of the underlying, you might have achieved better returns.■The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.If we default on ourobligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under obligations under the securities. These costs adversely affect the economic terms of the securities because, if they were lower, theeconomic terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adverselyaffected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See “The estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.■The estimated value of the securities was determined for us by our affiliate using proprietary pricing models.CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made Citigroup Global Markets Holdings Inc. offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore notan accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the cover page of thispricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead, you should bewilling to hold the securities to maturity irrespective of the initial estimated value. ■The estimated value of the securities would be lower if it were calculated based on our secondary market rate.The estimatedvalue of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we rate, which is the rate tha