花旗集团美股招股说明书(2025-11-24版)

Citigroup Global Markets Holdings Inc. Autocallable Securities Linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER Due November 29, 2035 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 debt terms described below. Your return on the securities will depend on the performance of the underlying 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 theunderlying is greater than or equal to the initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities will provide for repayment of the statedprincipal amountplusa premium at maturity if the final underlying value is greater than or equal to the final barrier value.However, if the securities are not automatically redeemed The underlying is highly risky because it may reflect highly leveraged exposure to any decline in the S&P 500 Futures Excess Return Index. The S&P 500 Futures ExcessReturn Index tracks futures contracts on the S&P 500®Index and is likely to underperform the S&P 500®Index because of an implicit financing cost. In addition, theunderlying is subject to a decrement of 6% per annum, which will be a significant drag on its performance. You should carefully review the section “Summary Risk Factors— 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. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and theaccompanying product supplement, underlying supplement, prospectus supplement 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 product supplement, underlying supplement, prospectus supplement and prospectus, which can be accessed via Citigroup Global Markets Holdings Inc. Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented bythis pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that arenot repeated in this pricing supplement. For example, the accompanying product supplement contains important information about how the closing value of the underlying will be determined and about adjustments that may be made to the terms of the securities upon the occurrence of marketdisruption events and other specified events with respect to the underlying. The accompanying underlying supplement contains importantdisclosures regarding the S&P 500®Index, on which the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER is ultimately based. Citigroup Global Markets Holdings Inc. Hypothetical Payment Upon Automatic Early Redemption The following table illustrates how the amount payable per security upon automatic early redemption will be calculated if the closing value of theunderlying on any valuation date prior to the final valuation date is greater than or equal to the initial underlying value. If the first valuation date on which the closing value of the underlying isgreater than or equal to the initial underlying value is... early redemption: $1,000.00 + applicable premium = $1,000.00 + $189.00 = $1,189.00$1,000.00 + applicable premium = $1,000.00 + $236.25 = $1,236.25$1,000.00 + applicable premium = $1,000.00 + $283.50 = $1,283.50$1,000.00 + applicable premium = $1,000.00 + $330.75 = $1,330.75$1,000.00 + applicable premium = $1,000.00 + $378.00 = $1,378.00$1,000.00 + applicable premium = $1,000.00 + $425.25 = $1,425.25$1,000.00 + applicable premium = $1,000.00 + $472.50 = $1,472.50$1,000.00 + applicable premium = $1,000.00 + $519.75 = $1,519.75$1,000.00 + applicable premium = $1,000.00 + $567.00 = $1,567.00$1,000.00 + applicable premium = $1,000.00 + $614.25 = $1,614.25$1,000.00 + applicable premium = $1,000.00 + $661.50 = $1,661.50$1,000.00 + applicable premium = $1,000.00 + $708.75 = $1,708.75$1,000.00 + applicable premium = $1,000.00 + $756.00 = $1,756.00$1,000.00 + applicable premium = $1,000.00 + $803.25 = $1,803.25$1,000.00 + applicable premium = $1,000.00 + $850.50 = $1,850.50$1,000.00 + applicable premium = $1,000.00 + $897.75 = $1,897.75$1,000.00 + applicable premium = $1,000.00 + $945.00 = $1,945.00$1,000.00 + applicable premium = $1,000.00 + $992.25 = $1,992.25$1,0