花旗集团美股招股说明书(2025-07-22版)

Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH27653Filed Pursuant to Rule 424(b)(2) and the S&P 500®Index Due August 3, 2028▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent coupon EURO STOXX 50®Index, the Nasdaq-100 Index®payments 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 (iii) the securities may be automatically called for redemption prior to maturity beginning on the first potential autocall date specified below. Each of these risks will depend solely on the performance of theworst performingof the underlyings specified below.▪You will be subject to risks associated witheachof the underlyings and will be negatively affected by adversemovements inany oneof the underlyings. Although you will have downside exposure to the worst performingunderlying, you will not receive dividends with respect to any underlying or participate in any appreciation of anyunderlying.▪Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the riskof not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.All payments EURO STOXX 50®IndexNasdaq-100 Index® *For each underlying, its closing value on the pricing date**For each underlying, 70.00% of its initial underlying valueStated principal$1,000 per security 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 supplementand prospectus contain important disclosures that are not repeated in this pricing supplement. For example, theaccompanying product supplement contains important information about how the closing value of each underlying will bedetermined 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 each underlying. The accompanying underlying supplement Nasdaq-100 Index100.00value)value)S&P 500®Index100.0070.00 (70.00% of itshypothetical initial underlyingvalue)70.00 (70.00% of itshypothetical initial underlyingvalue) Following a Valuation Date that is also a Potential Autocall Date The three hypothetical examples below illustrate how to determine whether a contingent coupon will be paid and whetherthe securities will be automatically redeemed following a hypothetical valuation date that is also a potential autocall date,assuming that the closing values of the underlyings on the hypothetical valuation date are as indicated below. value of the EUROSTOXX 50®Index onhypothetical valuationvalue of the Nasdaq-100 Index®onhypothetical valuationHypothetical closingvalue of the S&P 500®Index on hypotheticalHypothetical paymentper $1,000.00 securityon related contingent Example 1(120 - 100) / 100 =20%) Example 245(underlying return =(45 - 100) / 100 = -55%)120(underlying return =(120 - 100) / 100 =20%)120(underlying return =(120 - 100) / 100 =20%)$0.00(no contingent coupon;securities notredeemed)130115110$1,018.75 Example 3(130 - 100) / 100 =30%)(115 - 100) / 100 =15%)(110 - 100) / 100 =10%) As a result, the securities would be automatically redeemed on the related contingent coupon payment date for an amountin cash equal to $1,000.00plusthe related contingent coupon payment. The next three hypothetical examples illustrate the calculation of the payment at maturity on the securities, assuming thatthe securities have not been earlier automatically redeemed and that the final underlying values of the underlyings are as Hypothetical finalunderlying value of the EURO STOXX 50 Example 4(110 - 100) / 100 =10%)(120 - 100) / 100 =20%)(140 - 100) / 100 =40%)(contingent coupon ispaid)110(underlying return =120(underlying return =30 Example 620(underlying return =(20 - 100) / 100 = -80%)60(underlying return =(60 - 100) / 100 = -40%)45(underlying return =(45 - 100) / 100 = -55%)$200.00 not participate in the appreciation of any of the underlyings.Example 5:On the final valuation date, the S&P 500® performing underlying on the final valuation date. In this scenario, the final underlying value of the worst performingunderlying on the final valuation date is less than its final barrier value. Accordingly, at maturity, you would receive a payment per security calculated as follows:Payment at maturity = $1,000.00 + ($1,000.00 × the underlying return of the worst performing underlying on the final = $1,000.00 + ($1,000