花旗集团美股招股说明书(2025-04-28版)

April 24, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH26499 Market-Linked Securities Linked to the Worst Performing of Amazon.com, Inc., Apple Inc., MicrosoftCorporation and NVIDIA Corporation Due October 29, 2026 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.Instead, the securities offer the potential for a return at maturity based on the performance of the worst performing of receive a positive return at maturity equal to that appreciationmultipliedby the upside participation rate, subject to themaximum return at maturity specified below. However, if the worst performing underlying remains the same ordepreciates from its initial underlying value to its final underlying value, you will be repaid the stated principal amountof your securities at maturity but will not receive any return on your investment. Even if the worst performing repayment of the principal amount even if the worst performing underlying depreciates, investors in the securitiesmust be willing to forgo (i) any return on the securities in excess of the maximum return at maturity and (ii) dividendswith respect to any underlying.If the worst performing underlying does not appreciate from its initial underlyingvalue to its final underlying value, you will not receive any return on your investment in the securities. You will be subject to risks associated with each of the underlyings and will be negatively affected by adversemovements in any one of the underlyings. In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors mustbe willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amountdue under the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.KEY TERMS (1) On the date of this pricing supplement, the estimated value of the securities is $961.90 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. and proceeds to issuer in the table above give effect to the actual total underwriting fee. For more information on thedistribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to theunderwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the 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. 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 General.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, prospectus supplementand prospectus contain important disclosures that are not repeated in this pricing supplement. For example, theaccompanying product supplement contains important information about how the closing value of each underlying will bedetermined and about adjustments that may be made to the terms of the securities upon the occurrence of market Closing Value.The “closing value” of each underlying on any date is the closing price of its underlying shares on suchdate, as provided in the accompanying product supplement. The “underlying shares” of the underlyings are their Payout Diagram The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns of the worstperforming underlying. Investors in the securities will not receive any dividends with respect to the underlyings. 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 underlyings” below. Citigroup Global Markets Holdings Inc. Hypothetical Examples The examples below illustrate how to determine the payment at maturity on the securities, assuming the varioushypothetical