花旗集团美股招股说明书(2025-07-21版)

Citigroup Global MarketsHoldings Inc.JulyMedium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH27660Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270327 and 333-270327- Index, the Russell 2000®Index and the S&P 500®IndexThe securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Based on the Worst Performing of the EURO STOXX 50®Principal at Risk Securities conventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing toaccept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the same maturity because you may not receive one or more, or any, contingent coupon payments and (ii) your actual yield maybe negative because your payment at maturity may be significantly less than the stated principal amount of yoursecurities, and possibly zero. Each of these risks will depend on the performance of the worst performing of the EUROSTOXX 50®Index, the Russell 2000® below. You will be subject to risks associated with each of the underlying indices and will be negatively affected by adverse movements in any one of the underlying indices regardless of the performance of the others. Although youwill be exposed to downside risk with respect to the worst performing underlying index, you will not participate in anyappreciation of any underlying index or receive any dividends paid on the stocks included in any underlying index.We have the right to call the securities for mandatory redemption on any potential redemption date prior to thematurity date.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 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 Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.Guarantee:All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.Underlying indices:Underlying indicesInitial index level*Downside thresholdlevel**Coupon barrierlevelEURO STOXX 50®Index(ticker symbol: “SX5E”) KEY TERMS (continued)Coupon barrier event:A coupon barrier event will occur with respect to an observation period if the closing level ofanyunderlying index is less than its coupon barrier level onanytrading day for that underlying Observation periods:Each observation period will consist of each day from but excluding an observation period end-date to and including the following observation period end-date, provided that the first observation period will consist of each day from but excluding the pricing date to and includingthe first observation period end-date.Trading day:For any underlying index, a scheduled trading day for that underlying index on which a market Index return:For each underlying index, (i) its final index levelminusits initial index level,divided by(ii) itsinitial index level Worst performingunderlying index:The underlying index with the lowest index returnCUSIP / ISIN:17333LQA6 / US17333LQA60July 2025 The securities provide an opportunity for investors to earn a quarterly contingent coupon payment, which is an amount equal to $29.25 (2.925% of the stated principal amount) per security, with respect to each quarterly observation periodduring which a coupon barrier event does not occur. A coupon barrier event will occur during an observation period if theclosing level ofanyunderlying index is less than its coupon barrier level on any trading day for that underlying indexduring that observation period. The quarterly contingent coupon payment, if any, will be payable quarterly on the relevant contingent coupon payment date, which is the third business day after the related observation period end-date or, in thecase of the quarterly contingent coupon payment, if any, with respect to the final observation period, the maturity date. If a coupon barrier event occurs during an observation period, investors will receive no quarterly contingent coupon payment on the related contingent coupon payment date. It is possible that a coupon barrier event will occur with respect to someor all of the observation periods during the term of the securities so that you will receive few or no quarterly contingentcoupon payments. We refer to these payments as contingent because there is no guarantee that you will receive apayment on any contingent coupon payment date.We may call the securities, in whole and not in part, for mandatory redemption on any potential redemption date upon notless than three business days’ notice for an early redemption payment equal to the stated principal amountplusthequarterly contingent coupon payment, if any, due on that contingent coupon payment date.Thus, the term