花旗集团美股招股说明书(2025-11-26版)

December, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29502 Citigroup Global Markets Holdings Inc. Dual Directional Buffer Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTMand the Russell 2000®Index ▪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 theworst performingof the underlyings specified below from its initial underlying value to its final underlying value. The securities offer modified exposure to the performance of the worst performing underlying, with (i) the opportunity to participate in a limited range of potential appreciation of the worstperforming underlying at the participation rate specified below, (ii) the opportunity for a positive return at maturity if the worst performing underlying depreciates within a limited range (notmore than the buffer percentage specified below) equal to the absolute value of that depreciationmultiplied bythe participation rate and (iii) a limited buffer against any depreciation of theworst performing underlying in excess of the buffer percentage. In exchange for these features, investors in the securities must be willing to forgo any appreciation of the worst performing You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one of the underlyings. ▪In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must be willing to accept (i) an investment that may have limited or noliquidity and (ii) the risk 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 creditrisk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. 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 viathe hyperlinks below: 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 each 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 each underlying. The accompanying underlying supplement contains information Payout Diagram The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns of the worst performing underlying. Investors in the securities will not receive any dividends with respect to the underlyings. 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 underlyings” 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 values or final buffer values ofthe underlyings. For the actual initial underlying value and final buffer value of each underlying, see the cover page of this pricing supplement. Wehave used these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the securities work. Example 1—Upside Scenario A.The final underlying value of the worst performing underlying is 105.00, resulting in a 5.00% underlying returnfor the worst performing underlying. In this example, the final underlying v