花旗集团美股招股说明书(2025-11-07版)

Citigroup Global Markets Holdings Autocallable Securities Linked to the Worst Performing of the Energy Select Sector SPDR®Fund, the Nasdaq-100 Index®and theRussell 2000®Index Due November 8, 2030 ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debtsecurities, the securities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on theterms described below. Your return on the securities will depend solely on the performance of theworst performingof the underlyings specified below.▪ The securities offer the potential for automatic early redemption at a premium following the first valuation date (other than the final valuation date) on which the closing value of the worstperforming underlying on that valuation date is greater than or equal to its initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities will providefor (i) repayment of the stated principal amountplusa premium at maturity if the final underlying value of the worst performing underlying on the final valuation date is greater than or equalto its initial underlying value or (ii) repayment of the stated principal amount at maturity, with no premium, if the final underlying value of the worst performing underlying on the finalvaluation date is less than its initial underlying value but greater than or equal to its final barrier value specified below.However, if the securities are not automatically redeemed priorto maturity and the final underlying value of the worst performing underlying on the final valuation date is less than its final barrier value, you will lose 1% of the statedprincipal amount of your securities for every 1% by which its final underlying value is less than its initial underlying value.▪ 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 on the final valuation date, 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. November 6, 2026, February 5, 2027, May 5, 2027, August 5, 2027, November 5, 2027, February 7, 2028, May 5, 2028, August 7, 2028,November 6, 2028, February 5, 2029, May 7, 2029, August 6, 2029, November 5, 2029, February 5, 2030, May 6, 2030, August 5, 2030 andNovember 5, 2030 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day or certain marketdisruption events occur Valuation dates: Automatic early redemption:If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on that valuation date is greater thanor equal to its initial underlying value, the securities will be automatically redeemed on the third business day immediately following that valuationdate for an amount in cash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automaticallyredeemed following any valuation date prior to the final valuation date, they will cease to be outstanding and you will not receive the premiumapplicable to any later valuation date. Payment at maturity:If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold:■ If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits initial underlyingvalue: $1,000 + the premium applicable to the final valuation date■If the final underlying value of the worst performing underlying on the final valuation date isless thanits initial underlying value butgreater 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) 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 barrier value, you will receive significantly less than the stated principal amount of yoursecurities, and possibly nothing, at maturity. (1) On the date of this pricing supplement, the estimated value of the securities is