花旗集团美股招股说明书(2025-05-06版)

May 2, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH26828Filed Pursuant to Rule 424(b)(2) Citigroup Global Markets Holdings Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Nasdaq-100 Index® the S&P 500®Index Due February 5, 2027 ■The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yieldon our conventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may belower than the yield on our conventional debt securities of the same maturity because you may not receive one or more, or any, contingent coupon payments, (ii) the valueof what you receive at maturity may be significantly less than the stated principal amount of your securities, and may be zero, and (iii) the securities may be automaticallycalled for redemption prior to maturity beginning on the first potential autocall date specified below. Each of these risks will depend solely on the performance of theworst ■You will be subject to risks associated witheachof the underlyings and will be negatively affected by adverse movements inany oneof the underlyings. Although you willhave downside exposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation of anyunderlying. ■Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under thesecurities 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 All payments due on the securities are fully andunconditionally guaranteed by Citigroup Inc. Guarantee: If the securities are notautomatically redeemed prior to maturity and the final underlying value of the worst performingunderlying on the final valuation date is less than its final barrier value, you will receive significantly less than the statedprincipal amount of your securities, and possibly nothing, at maturity, and you will not receive any contingent coupon (1) On the date of this pricing supplement, the estimated value of the securities is $984.90 per security, which is less than the issue price. The estimated value of the securitiesis based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of theprice, 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 (2) CGMI will receive an underwriting fee of up to $2.50 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect tothe 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 theunderwriting fee, CGMI and 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” (3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per securityunderwriting 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 nor any state securities commission has approved or disapproved of the securities or determined that thispricing supplement and the accompanying product supplement, 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 the accompanying product supplement, underlying supplement, prospectus supplement and prospectus,which can be accessed via the hyperlinks below:Product Supplement No. EA-04-10 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023Prospectus Supplement and Prospectus each dated March 7, 2023The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, norarethey obligations of, or guaranteed by, a bank. Additional Information The terms of the securities are set forth in the accompanyi