花旗集团美股招股说明书(2025-11-25版)

December, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29457 Citigroup Global Markets Holdings Inc. Buffer Securities Linked to the S&P 500 Futures Excess Return Index Due December 24, 2030 The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debtsecurities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than, equal to orless than the stated principal amount, depending on the performance of the underlying specified below from the initial underlying value to the final underlying value. ▪The underlying tracks futures contracts on the S&P 500®Index and is expected to underperform the total return performance of the S&P 500®Index because of an implicit financing cost. The securities offer modified exposure to the performance of the underlying, with (i) the opportunity to participate in any appreciation of the underlying at the upside participation ratespecified below and (ii) a limited buffer against any depreciation of the underlying as described below. In exchange for these features, investors in the securities must be willing to (i) acceptexposure to an index that is expected to underperform the total return performance of the S&P 500®Index and (ii) forgo any dividends with respect to the underlying. In addition, investors In order to obtain the modified exposure to the underlying that the securities provide, investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) therisk of not receiving any amount due under the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of CitigroupGlobal Markets Holdings Inc. and Citigroup Inc. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-4. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and theaccompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.You should read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, which can be accessed via Citigroup Global Markets Holdings Inc. Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented bythis pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that arenot repeated in this pricing supplement. For example, the accompanying product supplement contains important information about how the closingvalue of the underlying will be 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. The accompanying underlying supplement contains information about Payout Diagram The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns. The diagram assumes that the upsideparticipation rate will be set at the lowest value indicated on the cover page of this pricing supplement. The actual upside participation rate will bedetermined on the pricing date. Investors in the securities will not receive any dividends with respect to the underlying. The diagram and examples below do not showany effect of lost dividend yield over the term of the securities.See “Summary Risk Factors—You will not receive dividends or have any otherrights with respect to the underlying” below. Citigroup Global Markets Holdings Inc. Hypothetical Examples The examples below illustrate how to determine the payment at maturity on the securities, assuming the various hypothetical final underlyingvalues indicated below. The examples are solely for illustrative purposes, do not show all possible outcomes and are not a prediction of what the The examples below are based on the following hypothetical values and do not reflect the actual initial underlying value or final buffer value. Forthe actual initial underlying value and final buffer value, see the cover page of this pricing supplement. We have used these hypothetical values,rather than the actual values, to simplify the calculations and aid understanding of how the securities work. However, you should understand thatthe actual payment at maturity on the securities will be calculated based on the actual initial underlying value and final buffer value, and not