花旗集团美股招股说明书(2025-11-17版)

Citigroup Inc. Callable Fixed Rate Notes Due November 26, 2030 (1) The issue price for eligible institutional investors and investors purchasing the notes in fee-based advisory accountswill vary based on then-current market conditions and the negotiated price determined at the time of each sale; provided,however, that the issue price for such investors will not be less than $990.00 per note and will not be more than $1,000 (2) CGMI will receive an underwriting fee of up to $10.00 per note, and from such underwriting fee will allow selecteddealers a selling concession of up to $10.00 per note depending on market conditions that are relevant to the value of thenotes at the time an order to purchase the notes is submitted to CGMI. Dealers who purchase the notes for sales toeligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts may forgo some orall selling concessions, and CGMI may forgo some or all of the underwriting fee for sales it makes to eligible institutionalinvestors and/or to investors purchasing the notes in fee-based advisory accounts. The per note underwriting fee in thetable above represents the maximum underwriting fee payable per note. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total proceeds to issuer. You should refer to “Risk Factors” and “General securities. See “Risk Factors” beginning on page PS-2.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved 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 and 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 Form 10-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 before you decide to invest in the §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 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 prior to their maturity date at a time when the interest rate on the notes isgreater than that which we would pay on a comparable debt security of ours with a maturity comparable to the §An investment in the notes may be more risky than an investment in notes with a shorter term.Bypurchasing notes with a relatively long term, you will bear greater exposure to fluctuations in interest rates than ifyou purchased a note with a shorter term. In particular, you may be negatively affected if interest rates begin torise, because the likelihood that we will redeem your notes will decrease and the interest rate on the notes may §The notes are subject to the credit risk of Citigroup Inc., and any actual or anticipated changes to itscredit ratings or credit spreads may adversely affect the value of the notes.You are subject to the credit riskof Citigroup Inc. If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk andyou could lose some or all of your investment. As a result, the value of the notes will be affected by changes in the §The notes will not be listed on any securities exchange and you may not be able to sell them prior tomaturity.The notes will not be listed on any securities exchange. Therefore, there may be little or no secondarymarket for the notes. CGMI currently intends to make a secondary market in relation to the notes and to providean indicative bid price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI willbe determined in CGMI’s sole discretion, taking into account prevailing market conditions and other relevantfactors, and will not be a representation by CGMI that the notes can be sold at that price or at all. CGMI may §Immediately following issuance, any secondary market bid price provided by CGMI, and the value that willbe indicated on a