花旗集团美股招股说明书(2025-07-17版)

Citigroup Inc.Pricing Supplement No. 2025-CMTNG[ ]Filed Pursuant to Rule 424(b)(2) Callable Range Accrual Notes Linked to the 10-Year CMT Rate Due July 29, 2033§Variable coupon.Contingent interest will accrue on the notes during each accrual period at the contingent rate specifiedbelowonlyfor each elapsed day during that accrual period on which the accrual condition is satisfied.The accrualcondition will be satisfied on an elapsed dayonly ifthe 10-year CMT rate (as defined below) on that day is within theCMT rate range specified below.The notes may pay low or no interest for extended periods of time or even throughout the entire term of the notes.§Call right.We have the right to call the notes for mandatory redemption on any interest payment date beginning under the notes if we default on our obligations.All payments on the notes are subject to the credit risk of Citigroup KEY TERMSCitigroup Inc. Upon at least 15 business days’ notice, any wholly owned subsidiary of CitigroupInc. may, without the consent of any holder of the notes, assume Citigroup Inc.’s obligations unconditionally guarantee all payments under the notes.See “Additional Terms of the Notes” inthis pricing supplement. Stated principal amount:$1,000 per note10-year CMT rate:On any date, the 10-year constant maturity Treasury (“CMT”) rate on that date, determined asset forth under “Additional Terms of the Notes” below.The 10-year CMT rate on any date is anindicative measure of the 10-year U.S. Treasury bond yield on that date, calculated as described Variable Coupon Payments The following table presents examples of hypothetical variable coupon payments on an interest payment date based on thenumber of accrual days in a particular accrual period. For illustrative purposes only, the table assumes an accrual periodthat contains 30 elapsed days and a day count fraction of 30/360. Your actual coupon payment for any interest payment date will depend on the actual number of elapsed days during the relevant accrual period and the actual level of the 10-yearCMT rate on each elapsed day. The applicable variable coupon rate for each accrual period will be determined on a perannum basis but will apply only to that accrual period. The figures below have been rounded for ease of analysis.Hypothetical Number of AccrualHypothetical Variable Coupon Rate (perHypothetical Variable Coupon to all of the risks associated with an investment in our conventional debt securities, including the risk that we may default onour obligations under the notes, and are also subject to risks associated with the 10-year CMT rate.Accordingly, the notesare suitable only for investors who are capable of understanding the complexities and risks of the notes.You should consultyour own financial, tax and legal advisors as to the risks of an investment in the notes and the suitability of the notes in lightof your particular circumstances.The following is anon-exhaustive listof certain key risk factors for investors in the notes.You should read the risk factorsbelow together with the risk factors included in the accompanying prospectus supplement and in the documents condition will be satisfied on any elapsed dayonly ifthe 10-year CMT rate is within the CMT rate range on that elapsedday.If, on any elapsed day during an accrual period, the accrual condition is not satisfied, the applicable variablecoupon payment will be paid at a rate that is less, and possibly significantly less, than the contingent rate.If, on eachelapsed day during an accrual period, the accrual condition is not satisfied, no variable coupon payment will be madeon the related interest payment date.Accordingly, there can be no assurance that you will receive a variable couponpayment on any interest payment date or that any variable coupon payment you do receive will be calculated at the fullcontingent rate.Thus, the notes are not a suitable investment for investors who require regular fixed income payments. result in a yield on the notes that is lower, and perhaps significantly lower, than the yield on our conventional debtsecurities of the same maturity.The volatility of the 10-year CMT rate is an important factor affecting thisrisk.Greater expected volatility as of the pricing date may contribute to the higher yield potential, but wouldalso represent a greater expected likelihood as of the pricing date that you will receive low or no couponpayments on the notes.The notes may be called for mandatory redemption at our option after the first year of their term, which limitsyour ability to receive variable coupon payments if the 10-year CMT rate performs favorably.In determiningwhether to redeem the notes, we will consider various factors, including then current market interest rates and ourexpectations about payments we will be required to make on the notes in the future. If we call the notes for mandatoryredemption, we will do so at a time that is advantageous to us and without regard to your interests. We ar