花旗集团美股招股说明书(2025-12-29版)

Citigroup Global Markets HoldingsInc. Autocallable Barrier Securities Linked to the EURO STOXX 50®Index Due December 27, 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,do not 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 theunderlying 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 underlying is greater than or equal to the initialunderlying value. If the securities are not automatically redeemed prior to maturity, then at maturity the securities willprovide for (i) if the final underlying value is greater than or equal to the initial underlying value, repayment of thestated principal amount plus the greater of a return equal to the premium specified below and a return reflectingparticipation in any appreciation of the underlying from the initial underlying value at the upside participation ratespecified below or (ii) contingent repayment of the stated principal amount at maturity if the underlying depreciates,but onlyso long as the final underlying value is greater than or equal to the final barrier value specified below.However, if the securities are not automatically redeemed prior to maturity and the final underlying value isless than the final barrier value, you will lose 1% of the stated principal amount of your securities for every1% by which the final underlying value is less than the initial underlying value.Although you will have downsideexposure to the underlying, you will not receive dividends with respect to the underlying.There is no minimumpayment at maturity on the securities and you may lose up to all of your investment.▪Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) therisk 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. and Citigroup Inc. (2) The issue price for investors purchasing the securities in fee-based advisory accounts will be $976.50 per security, assuming nocustodial fee is charged by a selected dealer, and up to $981.50 per security, assuming the maximum custodial fee is charged by aselected dealer. See “Supplemental Plan of Distribution” in this pricing supplement.(3) CGMI will receive an underwriting fee of up to $23.50 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwriting fee. 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 fromhedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in theaccompanying prospectus.(4) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.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, underlying 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 theaccompanying product supplement, underlying supplement, prospectus supplement and prospectus, which canbe accessed via the hyperlinks below:Product Supplement No. EA-02-10 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023 The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit InsuranceCorporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as supplemented by this pricing supplement.The accompanying product supplement, prospectussupplement and prospectus contain important disclosures that are not repeated in this pricing supplement.For example,the accompanying product