花旗集团美股招股说明书(2025-12-22版)

Citigroup Global Markets HoldingsInc. S&P 500®Index, the Russell 2000®Index and the Nasdaq-100 Index®Due December 23, 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 debt securities, the securities do not pay interest, donot guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on aperiodic basis on the terms described below. Your return on the securities will depend on the performance of theworstperformingof 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 worst performing underlying on that valuation date isgreater than or equal to its initial underlying value. If the securities are not automatically redeemed prior to maturity, thesecurities offer modified exposure to the performance of the worst performing underlying on the final valuation date, with(i) the opportunity to receive a premium if the closing value of the worst performing underlying on the final valuation dateis greater than or equal to its initial underlying value and (ii) the opportunity for a positive return at maturity if the worstperforming underlying depreciates based on the absolute value of that depreciation,but onlyso long as its finalunderlying value is greater than or equal to its final barrier value specified below. In exchange for these features,investors in the securities must be willing to forgo any dividends with respect to the underlyings. In addition, investors inthe securities must be willing to accept downside exposure to any depreciation of the worst performing underlying on thefinal valuation date if its final underlying value is less than its final barrier value.If the securities are not automaticallyredeemed prior to maturity and the final underlying value of the worst performing underlying on the finalvaluation date is less than its final barrier value, you will lose 1% of the stated principal amount of yoursecurities for every 1% by which its final underlying value is less than its initial underlying value. You may loseyour entire investment in the securities.▪ You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements inany one of the underlyings. Although you will have downside exposure to the worst performingunderlying, you will not receive dividends or participate in any appreciation of any of the underlyings.▪ In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount dueunder the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject tothe credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. December 18, 2030, subject to postponement if such date is not a scheduled trading day orcertain market disruption events occurIf, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on that valuation date is greater than or equal to its initial underlyingvalue, the securities will be automatically redeemed on the third business day immediatelyfollowing that valuation date for an amount in cash per security equal to $1,000 plus thepremium applicable to that valuation date.If the securities are automatically redeemedfollowing any valuation date prior to the final valuation date, they will cease to be outstandingand you will not receive the premium applicable to any later valuation date.December 23, 2030 If the securities are not automatically redeemed prior to maturity, you will receive at maturity foreach security you then hold:▪If the final underlying value of the worst performing underlying on the final valuation date is greater than or equal toits initial underlying value:$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 is less thanits initial underlying value butgreater than or equal toits final barrier value:$1,000 + the absolute return amount▪If the final underlying value of the worst performing underlying on the final valuation date is less thanits final barrier value:$1,000 + ($1,000 × the underlying return of the worst performing underlying on the finalvaluation date)If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performing underlying on the final valuation date is less than its final (1) On the date of this pricing supplement, the estimated value of the securities is $948.20 per security, which is less than the is