花旗集团美股招股说明书(2025-07-16版)

Citigroup Global MarketsHoldings Inc.JulyMedium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH27588Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333- 28, 2027The 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 couponpayments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our maturity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of what youreceive at maturity may be significantly less than the stated principal amount of your securities, and may be zero, and date specified below. Each of these risks will depend on the performance of the underlying specified below. Althoughyou will have downside exposure to the underlying, you will not receive dividends with respect to the underlying orparticipate in any appreciation of the underlying.Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) therisk of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.Allpayments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc.KEY TERMS Valuation dates:October 24, 2025, January 26, 2026, April 24, 2026, July 24, 2026, October 26, 2026 andJanuary 25, 2027 (the “final valuation date”), each subject to postponement if such date is not ascheduled trading day or certain market disruption events occur redemption:tothe initial underlying value, each security you then hold will be automatically called on thatpotential autocall date for redemption on the immediately following contingent couponpayment date for an amount in cash equal to $1,000plusthe related contingent couponpayment.The automatic early redemption feature may significantly limit your potential return on the securities. If the underlying performs in a way that would otherwise befavorable, the securities are likely to be automatically called for redemption prior tomaturity, cutting short your opportunity to receive contingent coupon payments. Thesecurities may be automatically called for redemption as early as the first potentialautocall date specified below.Potential autocall dates:The valuation dates scheduled to occur on October 24, 2025, January 26, 2026, April 24,2026, July 24, 2026 and October 26, 2026CUSIP / ISIN:17333H7F5 / US17333H7F57 General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement 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. It is important that you read the accompanyingproduct supplement, prospectus supplement and prospectus together with this pricing supplement before deciding whether to invest in the securities. Certain terms used but not defined in this pricing supplement are defined in theaccompanying product supplement. Closing Value.The “closing value” of the underlying on any date is the closing price of its underlying shares on suchdate, as provided in the accompanying product supplement. The “underlying shares” of the underlying are its shares ofcommon stock. Please see the accompanying product supplement for more information. of analysis, figures below have been rounded. The examples below assume that the contingent coupon rate is set at thelowest value indicated on the cover page of this pricing supplement. The actual contingent coupon rate will be determinedon the pricing date. Hypothetical coupon barrier$55.00 (55.00% of the hypothetical initial underlying value) Hypothetical equity ratio:10.00000 (the stated principal amount divided by the hypothetical initial underlyingvalue) Following a Valuation Date that is also a Potential Autocall DateThe three hypothetical examples below illustrate how to determine whether a contingent coupon will be paid and whether the securities will be automatically redeemed following a hypothetical valuation date that is also a potential autocall date,assuming that the closing value of the underlying on the hypothetical valuation date is as indicated below. valuation date$85 $45(less than coupon barrier value) Example 3 Hypothetical Valuation Date #3initial underlying value)securities redeemed) Hypothetical final underlying valueHypothetical payment at maturityper $1,000.00 security$110$1,030.125plusany previously unpaid Example 6$0(less than final barrier value)$0.00Example 4:The final underlying value is greater than the final barrier value. Accordingly, at maturity, you would receivethe st