花旗集团美股招股说明书(2025-12-22版)

December 18, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29523 Dual Directional Barrier Securities with Autocallable Feature Linked to the Worst Performing of the S&P 500® Index, the Russell 2000®Index and the Nasdaq-100 Index®Due December 23, 2030▪ The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc.Unlike conventional debt securities, the securities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on a ▪ The securities offer the potential for automatic early redemption at a premium following the first valuation date (otherthan the final valuation date) on which the closing value of the worst performing underlying on that valuation date isgreater than or equal to its initial underlying value. If the securities are not automatically redeemed prior to maturity, thesecurities offer modified exposure to the performance of the worst performing underlying on the final valuation date, with the securities must be willing to accept downside exposure to any depreciation of the worst performing underlying on thefinal valuation date if its final underlying value is less than its final barrier value.If the securities are not automatically 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 lose 1% of the stated principal amount of yoursecurities for every 1% by which its final underlying value is less than its initial underlying value. You may lose ▪ You will be subject to risks associated with each of the underlyings and will be negatively affected by adversemovements inany one of the underlyings. Although you will have downside exposure to the worst performingunderlying, you will not receive dividends or participate in any appreciation of any of the underlyings. ▪ In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must bewilling to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount dueunder the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to If, on any valuation date prior to the final valuation date, the closing value of the worstperforming underlying on that valuation date is greater than or equal to its initial underlyingvalue, the securities will be automatically redeemed on the third business day immediatelyfollowing that valuation date for an amount in cash per security equal to $1,000 plus the If the securities are not automatically redeemed prior to maturity, you will receive at maturity foreach security you then hold: ▪If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits initial underlying value:$1,000 + the premium applicable to the final valuation date ▪If the final underlying value of the worst performing underlying on the final valuation date isless thanits initial underlying value butgreater than or equal toits final barrier value:$1,000 + the absolute return amount ▪If the final underlying value of the worst performing underlying on the final valuation date isless thanits final barrier value:$1,000 + ($1,000 × the underlying return of the worst performing underlying on the final If the securities are not automatically redeemed prior to maturity and the final underlyingvalue of the worst performing underlying on the final valuation date is less than its final table above give effect to the actual total underwriting fee. For more information on the distribution of the securities, see “Supplemental Plan ofDistribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering,even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-9. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the securities or determined that this pricing supplement and the accompanying product You should read this pricing supplement together with the accompanying product supplement, underlyingsupplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below: Product Supplement No. EA-02-10 dated March 7, 2023Underlying Su