花旗集团美股招股说明书(2025-09-17版)

Citigroup Inc. Callable Fixed Rate Notes Due September 18, 2028▪The notes mature on the maturity date specified below. We have the right to call the notes for mandatory redemption prior to maturity on a periodic basis on the redemption dates specified below. Unless previously redeemed, the notespay interest periodically at the fixed per annum rate indicated below.▪The notes are unsecured senior debt obligations of Citigroup Inc.All payments on the notes are subject to the credit risk of Citigroup Inc.▪It is important for you to consider the information contained in this pricing supplement together with the information contained in the accompanying prospectus supplement and prospectus. The description of the notes belowsupplements, and to the extent inconsistent with replaces, the description of the general terms of the notes set forth inthe accompanying prospectus supplement and prospectus. (1) The issue price for eligible institutional investors and investors purchasing the notes in fee-based advisory accounts will vary basedon then-current market conditions and the negotiated price determined at the time of each sale; provided, however, that the issue pricefor such investors will not be less than $996.00 per note and will not be more than $1,000 per note. The issue price for such investorsreflects a forgone selling concession or underwriting fee with respect to such sales as described in footnote (2) below. See “GeneralInformation—Fees and selling concessions” in this pricing supplement.(2) CGMI will receive an underwriting fee of up to $4.00 per note, and from such underwriting fee will allow selected dealers a selling concession of up to $4.00 per note depending on market conditions that are relevant to the value of the notes at the time an order topurchase the notes is submitted to CGMI. Dealers who purchase the notes for sales to eligible institutional investors and/or to investorspurchasing the notes in fee-based advisory accounts may forgo some or all selling concessions, and CGMI may forgo some or all of theunderwriting fee for sales it makes to eligible institutional investors and/or to investors purchasing the notes in fee-based advisoryaccounts. The per note underwriting fee in the table above represents the maximum underwriting fee payable per note. The totalunderwriting fee and proceeds to issuer in the table above give effect to the actual total proceeds to issuer. You should refer to “RiskFactors” and “General Information—Fees and selling concessions” in this pricing supplement for more information. In addition to theunderwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the notes declines.See “Use of Proceeds and Hedging” in the accompanying prospectus.Investing in the notes involves risks not associated with an investment in conventional fixed rate debt securities. See “Risk Factors” beginning on page PS-2.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying prospectussupplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.You should read this pricing supplement together with the accompanying prospectus supplement andprospectus, which can be accessed via the following hyperlink:Prospectus Supplement dated May 15, 2025 and Prospectus dated March 7, 2023 The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporationor any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Risk Factors The following is a non-exhaustive list of 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 documentsincorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to our business more generally.We also urge you to consult your investment, legal, tax, accounting and other advisors in connection with your investmentin the notes. §The notes may be redeemed at our option, which limits your ability to accrue interest over the full term ofthe notes.We may redeem the notes, in whole but not in part, on any redemption date, upon not less than fivebusiness days’ notice. In the event that we redeem the notes, you will receive the principal amount of the notesand any accrued and unpaid interest to but excluding the applicable redemption date. In this case, you will nothave the opportunity to continue to accrue and be paid interest to the maturity date of the notes. §Market interest rates at a particular time will affect our decision to redeem the notes.It is more likely thatwe will call the notes for redemption