花旗集团美股招股说明书(2025-12-10版)

Citigroup Global Markets HoldingsInc. Edge Volatility 6% Decrement™ ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent couponpayments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on ourconventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing toaccept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the samematurity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of what youreceive at maturity may be significantly less than the stated principal amount of your securities, and may be zero, and(iii) the securities may be automatically called for redemption prior to maturity on any trading day during the autocallperiod specified below. Each of these risks will depend on the performance of the underlying specified below. Althoughyou will have downside exposure to the underlying, you will not receive dividends with respect to the underlying orparticipate in any appreciation of the underlying.▪The underlying is highly risky because it may reflect highly leveraged exposure to any decline in the Citi Equity US Tech Large Cap QX Market Tracker Series 4 Index, which we refer to as the “underlying futuresindex”.The underlying futures index tracks futures contracts on the Nasdaq-100 Index®and is likely tounderperform the Nasdaq-100 Index®because of an implicit financing cost.In addition, the underlying issubject to a decrement of 6% per annum, which will be a significant drag on its performance.Each of theunderlying and the underlying futures index is published by Citigroup Global Markets Limited, an affiliate ofours. You should carefully review the section “Summary Risk Factors—Summary of Key Risks Relating to theUnderlying” in this pricing supplement.▪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 and Citigroup Inc. default on our obligations.Allpayments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc.KEY TERMS If the final underlying value isgreater than or equal tothe final barrier value:$1,000If the final underlying value isless thanthe final barrier value:$1,000 + ($1,000 × the underlying return)If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the final barrier value, you will receive significantly lessthan the stated principal amount of your securities, and possibly nothing, at maturity,and you will not receive any contingent coupon payment at maturity.1,646.683, the closing value of the underlying on the pricing date (1) On the date of this pricing supplement, the estimated value of the securities is $904.90 per security, which is less thanthe issue price.The estimated value of the securities is based on CGMI’s proprietary pricing models and our internalfunding 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 person may be willing to buy the securities from you at any time after issuance. See“Valuation of the Securities” in this pricing supplement.(2) 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 affiliates may profit from hedging activity related to thisoffering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, index supplement, prospectus supplement and prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense.You should read this pricing supplement together with the accompanying product supplement, index supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:Product Supplement No. EA-04-10 dated March 7, 2023Index Supplement No. IS-16-01 dated May 7, 2025Prospectus Supplement and Prospectus each dated March 7, 2023The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a