花旗集团美股招股说明书(2025-11-19版)

Citigroup Inc. §Variable coupon.Contingent interest will accrue on the notes during each accrual period at the contingent ratespecified belowonlyfor each elapsed day during that accrual period on which the accrual condition is satisfied,subject to the minimum coupon rate specified below.The accrual condition will be satisfied on an elapsed dayonly ifthe 10-year CMT rate (as defined below) on that day is within the CMT rate range specified below.The notes maypay interest at a rate as low as the minimum coupon rate for extended periods of time or even throughout the entireterm of the notes.§The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Inc.Investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving anyamount due under the notes if we default on our obligations.All payments on the notes are subject to the creditrisk of Citigroup Inc.KEY TERMS (1) On the date of this pricing supplement, the estimated value of the notes is $945.00 per note, which is less than theissue price. The estimated value of the notes is based on CGMI’s proprietary 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 whichCGMI or any other person may be willing to buy the notes from you at any time after issuance. See “Valuation of theNotes” in this pricing supplement.(2) For more information on the distribution of the notes, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity related to thisoffering, 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 debt securities. See “Risk Factors” beginning on page PS-4.Neither the Securities and Exchange Commission (the “SEC”) 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 hyperlink below: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. Hypothetical Examples Variable Coupon Payments The following table presents examples of hypothetical variable coupon payments on an interest payment date based onthe number of accrual days in a particular accrual period. For illustrative purposes only, the table assumes an accrualperiod that contains 90 elapsed days and a day count fraction of 90/360. Your actual coupon payment for any interestpayment date will depend on the actual number of elapsed days during the relevant accrual period and the actual level ofthe 10-year CMT rate on each elapsed day. The applicable variable coupon rate for each accrual period will bedetermined on a per annum basis but will apply only to that accrual period. The figures below have been rounded for easeof analysis. * An accrual day is an elapsed day on which the accrual condition is satisfied (i.e., on which the 10-year CMT rate on thatelapsed day is within the CMT rate range).** The hypothetical variable coupon rate per annum is equal to (i) the contingent rate of 6.80% per annummultiplied by Risk Factors An investment in the notes is significantly riskier than an investment in conventional debt securities.The notes are subjectto all of the risks associated with an investment in our conventional debt securities, including the risk that we may defaulton our obligations under the notes, and are also subject to risks associated with the 10-year CMT rate.Accordingly, thenotes are suitable only for investors who are capable of understanding the complexities and risks of the notes.Youshould consult your own financial, tax and legal advisors as to the risks of an investment in the notes and the suitability ofthe notes in light of your particular circumstances. The following is anon-exhaustive listof 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. §The notes offer a variable coupon rate, and you may rec