花旗集团美股招股说明书(2025-07-14版)

Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTM, theRussell 2000®Index and the S&P 500®Index Due July 21, 2027The 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 than the stated principal amount of your securities. Each of these risks will depend solely on the performance of theworst performingof the underlyings specified below.We have the right to call the securities for mandatory redemption on any potential redemption date specified below.You will be subject to risks associated witheachof the underlyings and will be negatively affected by adverse movements inany oneof the underlyings. Although you will have downside KEY TERMSCitigroup 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. UnderlyingInitial underlying valueDow Jones Industrial AverageTMRussell 2000®IndexS&P 500®Index*For each underlying, its closing value on the pricing date**For each underlying, 70.00% of its initial underlying value***For each underlying, 90.00% of its initial underlying valueStated principal amount:$1,000 per securityPricing date:July 16, 2025 Issue date:July 21, 2025Valuation dates:August 18, 2025, September 16, 2025, October 16, 2025, November 17, 2025, December 16, 2025, January 16, 2026, February 17, 2026, March 16, 2026, April 16, 2026, May 18, 2026, June 16, 2026, July 16, 2026, August 17, 2026, September 16, 2026, October 16, 2026, November 16,2026, December 16, 2026, January 19, 2027, February 16, 2027, March 16, 2027, April 16, 2027, May 17, 2027, June 16, 2027 and July 16, 2027(the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occurMaturity date:Unless earlier redeemed, July 21, 2027 Contingent coupon paymentThe third business day after each valuation date, except that the contingent coupon payment date following the final valuation date will be thematurity date value, coupon barrier value and final buffer value of each underlying, and not the hypothetical values indicated below. For ease of analysis, figures belowhave been rounded. The examples below assume that the contingent coupon rate is set at the lowest value indicated on the cover page of this pricingsupplement. The actual contingent coupon rate will be determined on the pricing date. Dow Jones Industrial Average Example 330(underlying return =(30 - 100) / 100 = -70%)40(underlying return =(40 - 100) / 100 = -60%)10(underlying return =(10 - 100) / 100 = -90%)$0.00(no contingent coupon)Example 1:On the hypothetical valuation date, the Russell 2000®Index has the lowest underlying return and, therefore, is the worst performing underlying Example 2:On the hypothetical valuation date, the Dow Jones Industrial AverageTMhas the lowest underlying return and, therefore, is the worstperforming underlying on the hypothetical valuation date. In this scenario, the closing value of the worst performing underlying on the hypothetical valuationdate is less than its coupon barrier value. As a result, investors would not receive any payment on the related contingent coupon payment date.Investors in the securities will not receive a contingent coupon on the contingent coupon payment date following a valuation date if the closingvalue of the worst performing underlying on that valuation date is less than its coupon barrier value. Whether a contingent coupon is paidfollowing a valuation date depends solely on the closing value of the worst performing underlying on that valuation date. Citigroup Global Markets Holdings Inc. In this scenario, because the final underlying value of the worst performing underlying on the final valuation date is less than its final buffer value, youwould lose a significant portion of your investment in the securities. Your payment at maturity would reflect a loss of 1% of the stated principal amount ofyour securities for every 1% by which the depreciation of the worst performing underlying on the final valuation date has exceeded the buffer percentage.In addition, because the final underlying value of the worst performing underlying on the final valuation date is below its coupon barrier value, you would It is possible that the closing value of the worst performing underlying will be less than its coupon barrier value on each valuation date and lessthan its final buffer value on the final valuation date, such that you will not receive any contingent coupon payments over the term of thesecurities and will receive significantly less than the stated principal amount of your securities at maturity. An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject to a