花旗集团美股招股说明书(2025-10-24版)

Citigroup Global Markets Holdings 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 October 27, 2027 ▪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, and (ii) the value of what you receive at maturity may be significantly lessthan the stated principal amount of your securities, and may be zero. 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 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. Issuer:Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. January 22, 2026, April 22, 2026, July 22, 2026, October 22, 2026, January 22, 2027, April 22, 2027, July 22, 2027 and October 22, 2027 (the “finalvaluation date”), each subject to postponement if such date is not a scheduled trading day or certain market disruption events occur 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 paymentdates: Contingent coupon:On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to 2.8375% of the statedprincipal amount of the securities (equivalent to a contingent coupon rate of11.35% per annum)if and only ifthe closing value of the worstperforming underlying on the immediately preceding valuation date is greater thanor equal to itscoupon barrier value.If the closing value of theworst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingent couponpayment on the immediately following contingent coupon payment date. If the securities are not redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to the final contingentcoupon payment, if applicable):■If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits final barrier value: $1,000■If the final underlying value of the worst performing underlying on the final valuation date isless thanits final barrier value:$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final valuation date) (1) On the date of this pricing supplement, the estimated value of the securities is $981.80 per security, which is less than the issue price. The estimated value of the securities is based on CGMI’sproprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other personmay be willing to buy the securities from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement. (2) CGMI will receive an underwriting fee of up to $18.50 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual totalunderwriting fee. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a selling concession of $17.50 for each security they sell and a structuring fee of up to $1.00 for each security they sell.For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliatesmay profit from hedging activity related to this offering, even if the value of the se