花旗集团美股招股说明书(2025-11-10版)

This Amended and Restated Pricing Supplement No. 2025-USNCH28827 is being filed to revise the payment at maturity of thesecurities.Citigroup Global Markets HoldingsNovember 10, 2025 Medium-Term Senior Notes, Series NAmended and Restated Pricing Supplement No. 2025-USNCH28827Filed Pursuant to Rule 424(b)(3)Registration Statement Nos. 333-270327 and 333-270327-01Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Inc. ▪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 couponpayments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on ourconventional 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 samematurity because you may not receive one or more, or any, contingent coupon payments, and (ii) the value of whatyou receive at maturity may be significantly less than the stated principal amount of your securities, and may be zero.Each of these risks will depend solely on the performance of theworst performingof the underlyings specified below.▪We have the right to call the securities for mandatory redemption on any potential redemption date 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 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 The third business day after each valuation date, except that the contingent coupon payment datefollowing the final valuation date will be the maturity dateContingent coupon:On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to 0.8342% of the stated principal amount of the securities (equivalent toa contingent coupon rate of approximately 10.01% per annum)if and only ifthe closing value ofthe worst performing underlying on the immediately preceding valuation date is greater than orequal to its then-applicable coupon barrier value.If the closing value of the worst performingunderlying on any valuation date is less than its then-applicable coupon barrier value, youwill not receive any contingent coupon payment on the immediately following contingentcoupon payment date.Payment at maturity:If the securities are not redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to the final contingent coupon payment, if applicable):§If the final underlying value of the worst performing underlying on the final valuation date is greater than or equal toits final buffer value: $1,000§If the final underlying value of the worst performing underlying on the final valuation date isless thanits final buffer value:$1,000 + [$1,000 × the buffer rate × (the underlying return of the worst performingunderlying on the final valuation date + the buffer percentage)]If the securities are not redeemed prior to maturity and the final underlying value of the worst performing underlying on the final valuation date is less than its final buffer value,which means that the worst performing underlying on the final valuation date hasdepreciated from its initial underlying value by more than the buffer percentage, you willlose more than 1% of the stated principal amount of your securities at maturity for every 1%by which that depreciation exceeds the buffer percentage. Accordingly, the lower the finalunderlying value of the worst performing underlying on the final valuation date, the lessbenefit you will receive from the buffer.25.00% (1) On the date of this pricing supplement, the estimated value of the securities is $989.80 per security, which is less thanthe issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internalfunding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, ifany, at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See“Valuation of the Securities” in this pricing supplement.(2) CGMI will receive an underwriting fee of up to $2.00 for each security sold in thi