花旗集团美股招股说明书(2025-10-22版)

Citigroup Global Markets Holdings Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTMandthe S&P 500 Dynamic Participation Index Due October 24, 2030 ▪The 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 thepotential for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securitiesof the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debtsecurities of the same maturity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of what you receive at maturity may be significantly less thanthe stated principal amount of your securities, and (iii) the securities may be automatically called for redemption prior to maturity beginning on the first potential autocall date specifiedbelow. Each of these risks will depend solely on the performance of theworst performingof the underlyings 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 downsideexposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation of any underlying.▪ Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under the securities if we andCitigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Valuation dates:November 20, 2025, December 22, 2025, January 20, 2026, February 20, 2026, March 20, 2026, April 20, 2026, May 20, 2026, June 22, 2026,July 20, 2026, August 20, 2026, September 21, 2026, October 20, 2026, November 20, 2026, December 21, 2026, January 20, 2027, February 22,2027, March 22, 2027, April 20, 2027, May 20, 2027, June 21, 2027, July 20, 2027, August 20, 2027, September 20, 2027, October 20, 2027,November 22, 2027, December 20, 2027, January 20, 2028, February 22, 2028, March 20, 2028, April 20, 2028, May 22, 2028, June 20, 2028,July 20, 2028, August 21, 2028, September 20, 2028, October 20, 2028, November 20, 2028, December 20, 2028, January 22, 2029, February 20,2029, March 20, 2029, April 20, 2029, May 21, 2029, June 20, 2029, July 20, 2029, August 20, 2029, September 20, 2029, October 22, 2029,November 20, 2029, December 20, 2029, January 22, 2030, February 20, 2030, March 20, 2030, April 22, 2030, May 20, 2030, June 20, 2030,July 22, 2030, August 20, 2030, September 20, 2030 and October 21, 2030 (the “final valuation date”), each subject to postponement if such dateis not a scheduled trading day or certain market disruption events occur Contingent coupon paymentdates:The third business day after each valuation date, except that the contingent coupon payment date following the final valuation date will be thematurity date Contingent coupon:On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to 0.5833% of the statedprincipal amount of the securities (equivalent to a contingent coupon rate ofapproximately7.00% per annum)if and only ifthe closing value ofthe worst performing underlying on the immediately preceding valuation date is greater thanor equal to itscoupon barrier value.If the closingvalue of the worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingentcoupon payment on the immediately following contingent coupon payment date. If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to the finalcontingent coupon payment, if applicable):■If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits final buffer value: $1,000■If the final underlying value of the worst performing underlying on the final valuation date isless thanits final buffer value:$1,000 + [$1,000 × (the underlying return of the worst performing underlying on the final valuation date + the buffer percentage)] If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performing underlying onthe final valuation date is less than its final buffer value, which means that the worst performing underlying on the final valuation datehas depreciated from its initial underlying value by more than the buffer percentage, you will lose 1%