花旗集团美股招股说明书(2025-07-24版)

§The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for contingent coupon payments at anannualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debtsecurities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) maturity, you may receive significantly less than the stated principal amount of your securities, and possibly nothing, and(iii) the securities may be automatically redeemed prior to maturity. Each of these risks will depend on the performance be exposed to downside risk with respect to the underlying shares, you will not participate in any appreciation of theunderlying shares or receive any dividends paid on the underlying shares.§Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the riskof not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.All paymentson the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMSCitigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.Guarantee:All payments due on the securities are fully and unconditionally guaranteed by Citigroup Pricing date:July, 2025 (expected to be July 25, 2025)Issue date:July, 2025 (expected to be July 30, 2025)Interim valuation dates:Expected to be October 27, 2025, January 26, 2026, April 27, 2026, July 27, 2026, October26, 2026, January 25, 2027 and April 26, 2027, each subject to postponement if such date ETF—Dilution and Reorganization Adjustments” and “—Delisting of an Underlying Company,” and not in this pricingsupplement. It is important that you read the accompanying product supplement, prospectus supplement and prospectustogether with this pricing supplement before deciding whether to invest in the securities. Certain terms used but notdefined in this pricing supplement are defined in the accompanying product supplement. each a “Relevant Value” for purposes of the section “Description of the Securities— Certain Additional Terms for SecuritiesLinked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments” in the accompanyingproduct supplement. Accordingly, the initial share price, the coupon barrier price and the final barrier price are eachsubject to adjustment upon the occurrence of any of the events described in that section.Postponement of a Final Valuation Date; Postponement of the Maturity Date.If any scheduled final valuation date is (subject to further postponement as provided above if a market disruption event occurs on such succeeding scheduledtrading day). However, in no event will any scheduled final valuation date be postponed more than five scheduled trading valuation date may be postponed). If the last final valuation date is postponed so that it falls less than three business daysprior to the scheduled maturity date, the maturity date will be postponed to the third business day after the last finalvaluation date as postponed. The provisions in this paragraph supersede the related provisions in the accompanying The table below illustrates various hypothetical payments on the securities at maturity for a range of hypothetical finalshare prices (the final share price is the arithmetic average of the closing price of the underlying shares on each of the fivefinal valuation dates) of the underlying shares, assuming the securities are not automatically redeemed. The outcomesillustrated in the table are not exhaustive, and the actual payment at maturity you receive on the securities may differ from Initial share price:$100.00 (the hypothetical closing price of the underlying shares on the pricingdate)Coupon barrier price:$75.00 (75.00% of the hypothetical initial share price) For ease of analysis, figures in the table and examples below have been rounded.Maturity DateHypothetical final share price(1)Hypothetical percentage changefrom initial share price to final sharepriceHypothetical cash amount(2)receive at maturity per security$150.0050.00%$1,019.75$140.0040.00%$1,019.75$130.0030.00%$1,019.75$120.0020.00%$1,019.75$110.0010.00%$1,019.75 -60.00%-70.00% $20.00-80.00% $10.00$0.00 (1)The final share price is equal to the arithmetic average of the closing price of the underlying shares on each of the fivefinal valuation dates. You will be repaid the stated principal amount of your securities if, and only if, the final shareprice is greater than or equal to the final barrier price. In each of the previous examples, the automatic early redemption feature of the securities would limit the term of thesecurities to less than the full term to maturity, and possibly to as short as approximately three months. If the secu