花旗集团美股招股说明书(2025-04-24版)

April 22, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH26780Filed Pursuant to Rule 424(b)(2) Citigroup Global Markets Holdings Market-Linked Securities Linked to the S&P 500® Index Due December 28, 2026 The securitiesoffered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlikeconventional debt securities, the securities do not pay interest. Instead, the securities offer the potential for a return at maturity based on the performance of theunderlying specified below from the initial underlying value to the final underlying value. by the upside participation rate, subject to the maximum return at maturity specified below. However, if the underlying remains the same or depreciates from the initialunderlying value to the final underlying value, you will be repaid the stated principal amount of your securities at maturity but will not receive any return on your investment.Even if the underlying appreciates from the initial underlying value to the final underlying value, so that you do receive a positive return at maturity,there is no assurancethat your total return at maturity on the securities will compensate you for the effects of inflation or be as great as the yield you could have achieved on a conventional debtsecurity of ours of comparable maturity. In exchange for the possibility of a positive return at maturity based on the performance of the underlying and repayment of the principal amount even if the underlyingdepreciates, investors in the securities must be willing to forgo (i) any return on the securities in excess of the maximum return at maturity and (ii) dividends with respect tothe underlying.If the underlying does not appreciate from the initial underlying value to the final underlying value, you will not receive any return on your ■In order to obtain the modified exposure to the underlying that the securities provide, investors must be willing to accept (i) an investment that may have limited or noliquidity and (ii) the risk of not receiving any amount due under the securities if we and Citigroup Inc. default on our obligations.All payments on the securities aresubject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. (2) CGMI will receive an underwriting fee of up to $3.40 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actualtotal 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, CGMIand its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricingsupplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the You should read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, which can beaccessed via the hyperlinks below:Product Supplement No. EA-03-09 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023Prospectus Supplement and Prospectus each dated March 7, 2023 Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, assupplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus containimportant disclosures that are not repeated in this pricing supplement. For example, the accompanying product supplement containsimportant information about how the closing value of the underlying will be determined and about adjustments that may be made to theterms of the securities upon the occurrence of market disruption events and other specified events with respect to the underlying. The Closing Value.The closing value of the underlying is its closing level, as described in the accompanying product supplement. Payout Diagram The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns. Investors in the securities will not receive any dividends with respect to the underlying. The diagram and examples below donot show any effect of lost dividend yield over the term of the securities.See “Summary Risk Factors—You will not receivedividends or have any other rights with respect to the underlying” below. Citigroup Global Markets Holdings Inc. Hypothetical Examples The examples below illustrate how to determine the payment at maturity on the securities, assuming the various h