花旗集团美股招股说明书(2025-07-15版)

Citigroup Global MarketsHoldings Inc.JulyMedium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH27587Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333- 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 interestand do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that maybe greater than or less than the stated principal amount, depending on the performance of the S&P 500®Index (the“underlying index”) from the initial index level to the final index level.The securities offer a fixed return at maturity so long as the final index level is greater than or equal to the final bufferlevel as described below. In exchange for this feature, investors in the securities must be willing to forgo (i) any appreciation of the underlying index beyond the fixed return amount and (ii) any dividends that may be paid on thestocks that constitute the underlying index. In addition, investors in the securities must be willing to accept leverageddownside exposure to the underlying index if the final index level is less than the final buffer level.If the underlyingindex depreciates by more than the buffer percentage from the initial index level to the final index level, youwill lose more than 1% of the stated principal amount of your securities for every 1% by which thatdepreciation exceeds the buffer percentage. Accordingly, the lower the final index level, the less benefit you In order to obtain the modified exposure to the underlying index that the securities provide, investors must be willing toaccept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due underthe securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to thecredit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. All payments due on the securities are fully and unconditionally guaranteed by CitigroupInc.Underlying index:The S&P 500®Index (ticker symbol: “SPX”)Aggregate stated principal$ Stated principal amount:$1,000 per securityPricing date:July, 2025 (expected to be July 18, 2025)Issue date:July, 2025 (expected to be July 23, 2025)Final valuation date:Expected to be July 31, 2026, subject to postponement if such date is not a scheduled CGMI and the placement agents will forgo an underwriting fee and placement fee for sales to fiduciary accounts. For moreinformation on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. Inaddition to the underwriting fee, CGMI and 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 prospectus.Investing in the securities involves risks not associated with an investment in conventionaldebt securities. See “Summary Risk Factors” beginning on page PS-6.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, 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, underlyingsupplement, prospectus supplement and prospectus, each of which can be accessed 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, 2023The 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. prospectus, 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, certainevents may occur that could affect your payment at maturity. These events, including market disruption events and otherevents affecting the underlying index, and their consequences are described in the accompanying product supplement in underlying supplement, prospectus supplement and prospectus together with this pricing supplement before decidingwhether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined in the Postponement of the Final Valuation Date; Postponement of the Maturity Date.If the scheduled final valuation dateis not a scheduled trading day, the final valuation date will be postponed to the next succeeding scheduled tradi