花旗集团美股招股说明书(2025-12-03版)

January, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29563 Citigroup Global Markets Holdings Inc. Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the EURO STOXX 50®Index, the Nasdaq- 100 Index®and the S&P 500®Index Due January 12, 2029 The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer thepotential for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securitiesof the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debtsecurities of the same maturity because you may not receive one or more, or any, contingent coupon payments, and (ii) the value of what you receive at maturity may be significantly less You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements inany one of the underlyings. Although you will have downsideexposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation of any underlying. 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 andCitigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Contingent coupon:On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to 2.70% of the statedprincipal amount of the securities (equivalent to a contingent coupon rate of10.80% per annum)if and only ifthe closing value of the worstperforming underlying on the immediately preceding valuation date is greater thanor equal to itscoupon barrier value.If the closing value of the ■If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits final barrier value:$1,000 If the securities are not redeemed prior to maturity and the final underlying value of the worst performing underlying on the finalvaluation date is less than its final barrier value, you will receive significantly less than the stated principal amount of your securities,and possibly nothing, at maturity, and you will not receive any contingent coupon payment at maturity. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-6. 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. 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 Citigroup Global Markets Holdings Inc. Hypothetical Examples The examples in the first section below illustrate how to determine whether a contingent coupon will be paid following a valuation date. The examples in thesecond section below illustrate how to determine the payment at maturity on the securities, assuming the securities are not redeemed prior to maturity. The The examples below are based on the following hypothetical values and do not reflect the actual initial underlying values, coupon barrier values or finalbarrier values of the underlyings. For the actual initial underlying value, coupon barrier value and final barrier value of each underlying, see the cover pageof this pricing supplement. We have used these hypothetical values, rather than the act