花旗集团美股招股说明书(2025-06-04版)

June, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH27127 Citigroup Global Markets Holdings Inc. Autocallable Securities Linked to the Worst Performing of the EURO STOXX 50®Index and the S&P 500®Index Due June 16, 2028 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, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on the 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 premium threshold level applicable to that valuation date. If the securities are not automatically redeemed prior tomaturity, the securities will provide for (i) repayment of the stated principal amountplusa premium at maturity if the final underlying value of the worst performing underlying on the finalvaluation date is greater than or equal to its applicable premium threshold level or (ii) repayment of the stated principal amount at maturity, with no premium, if the final underlying value of You will be subject to risks associated witheachof the underlyings and will be negatively affected by adverse movements inany oneof the underlyings. Although you will have downsideexposure to the worst performing underlying on the final valuation date, you will not receive dividends with respect to any underlying or participate in any appreciation of any underlying. Automatic earlyredemption:If, on any valuation date prior to the final valuation date, the closing value of the worst performing underlying on that valuationdate is greater than or equal to its premium threshold level applicable to that valuation date, the securities will be automaticallyredeemed on the third business day immediately following that valuation date for an amount in cash per security equal to $1,000 underlying on the final valuation date is less than its final barrier value, you will receive significantly less than thestated principal amount of your securities, and possibly nothing, at maturity. (2) CGMI will receive an underwriting fee of up to $23.50 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. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a selling concession of $22.50 for each security they sell and a structuring fee of up to $1.00 for eachsecurity they sell. 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 affiliatesmay 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 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-7. 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 via 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. KEY TERMS (continued) 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 arenot repeated in this pricing supplement. For example, the accompanying product supplement contains important information about how the closingvalue of each 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