花旗集团美股招股说明书(2025-05-23版)

May, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH27007 Citigroup Global Markets Holdings Inc. Buffer Securities Linked to the S&P 500®Index Due August 4, 2026 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 debtsecurities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to or The securities offer modified exposure to the performance of the underlying, with (i) the opportunity to participate in a limited range of potential appreciation of the underlying at the upsideparticipation rate specified below and (ii) a limited buffer against any depreciation of the underlying as described below. In exchange for these features, investors in the securities must bewilling to forgo any appreciation of the underlying in excess of the maximum return at maturity specified below and must be willing to forgo any dividends with respect to the underlying. In 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 no liquidity and (ii) therisk of not receiving any amount due under the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of CitigroupGlobal Markets Holdings Inc. and Citigroup Inc. If the final underlying value is less than the final buffer value, which means that the underlying has depreciated from the initialunderlying value by more than the buffer percentage, you will lose 1% of the stated principal amount of your securities at maturity forevery 1% by which that depreciation exceeds the buffer percentage. (2) CGMI will receive an underwriting fee of up to $20.00 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 expected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying (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. Asnoted 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 onpage PS-4. 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 thecontrary is a criminal offense. 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-02-10 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023Prospectus Supplement and Prospectus each dated March 7, 2023 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 theyobligations of, or guaranteed by, a bank. Citigroup Global Markets Holdings Inc. Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented bythis pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that are value of the underlying will be 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 contains information aboutthe underlying that is not repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying Payout Diagram The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns. The diagram assumes that the maximumreturn at maturity will be set at the lowest value indicated on the cover page of this pricing supplement. The actual maximum return at maturity willbe determined on the pricing date. Investors in the securities will not receive any dividends with respect to the underlying. The dia