花旗集团美股招股说明书(2025-05-08版)

May, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH26933 Citigroup Global Markets Holdings Inc. Autocallable Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTM, the Russell 2000®Index and the S&P500®Index Due May 21, 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 a periodic basis on the terms described below. Your return on the securities will depend solely on the performance of theworst performingof the underlyings 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 worstperforming underlying on that valuation date is greater than or equal to its initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities will providefor (i) repayment of the stated principal amountplusa premium at maturity if the final underlying value of the worst performing underlying on the final valuation date is greater than or equalto its initial underlying value or (ii) repayment of the stated principal amount at maturity, with no premium, if the final underlying value of the worst performing underlying on the final 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 the securities if we andCitigroup 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. Automatic early redemption:If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on that valuation date is greater thanor equal to its initial underlying value, the securities will be automatically redeemed on the third business day immediately following that valuationdate for an amount in cash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold:■ If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits initial underlyingvalue: $1,000 + the premium applicable to the final valuation date■If the final underlying value of the worst performing underlying on the final valuation date isless thanits initial underlying value butgreaterthan or equal toits final barrier value: $1,000 If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performing underlying onthe final valuation date is less than its final barrier value, you will receive significantly less than the stated principal amount of yoursecurities, and possibly nothing, at maturity. (2) CGMI will receive an underwriting fee of up to $37.50 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual totalunderwriting 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 mayprofit from expected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.(3) 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, theunderwriting fee is variable. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-8. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and theaccompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation 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 viathe hyperlinks below: The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, orguaranteed by, a bank. Cit