花旗集团美股招股说明书(2025-12-29版)

Citigroup Global Markets Holdings Autocallable Barrier Securities Linked to the EURO STOXX 50® ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings 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 a periodic basis on the terms described below. Your return on the securities will depend on the performance of the 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 (3) CGMI will receive an underwriting fee of up to $23.50 for each security sold in this offering. The total underwriting fee and proceedsto 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 from (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 conventionaldebt securities. See “Summary Risk Factors” beginning on page PS-6. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approvedor disapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any 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 supplement contains important information about how the closing value of the underlying willbe 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 Hypothetical Payment Upon Automatic Early Redemption The following table illustrates how the amount payable per security upon automatic early redemption will be calculated ifthe closing value of the underlying on any valuation date prior to the final valuation date is greater than or equal to theinitial underlying value. If the first valuation date on which the closing valueof the underlying is greater than or equal to the ...then you will receive the following payment per securityupon automatic early redemption: $1,000 + applicable premium = $1,000 + $100.00 = $1,100.00$1,000 + applicable premium = $1,000 + $200.00 = $1,200.00$1,000 + applicable premium = $1,000 + $300.00 = $1,300.00$1,000 + applicable premium = $1,000 + $400.00 = $1,400.00 1st valuation date2nd valuation date3rd valuation date If, on any valuation date prior to the final valuation date, the closing value of the underlying is less than the initialunderlying value, you will not receive the premium indicated above following that valuation date.In order toreceive the premium indicated above, the closing value of the underlying on the applicable valuation date must Payment at Maturity Diagram The diagram below illustrates your payment at maturity of the securities, assuming the securities have not previously beenautomatically redeemed, for a range of hypothetical underlying returns. Investors in the securities will not receive any dividends with respect to the underlying. The diagram andexamples below do not show any effect of lost dividend yield over the term of the securities.See “Summary RiskFactors—You will not receive dividends or have any other rights with respect to the underlying” below. Hypothetical Examples of the Payment at Maturity The examples below illustrate how to determine the payment at maturity on the securities, assuming the securities are notautomatically redeemed prior to maturity. The examples are solely for illustrative purposes, do not show all possibleoutcomes and are not a prediction of any payment that may be made on the securiti