花旗集团美股招股说明书(2025-12-31版)

December, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29736 Citigroup Global Markets Holdings Inc. Autocallable Contingent Coupon Equity Linked Securities Linked to Snap Inc. Due January 5, 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, (ii) the value of what you receive at maturity may be significantly less than 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. If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the finalbarrier value, you will receive significantly less than the stated principal amount of your securities, and possiblynothing, at maturity, and you will not receive any contingent coupon payment at maturity. (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, theunderwriting fee is variable. 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, 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, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:Product Supplement No. EA-04-10 dated March 7, 2023Prospectus Supplement and Prospectus each dated March 7, 2023 Citigroup Global Markets Holdings Inc. Citigroup Global Markets Holdings Inc. Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, assupplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain importantdisclosures that are not repeated in this pricing supplement. For example, the accompanying product supplement contains important informationabout how the closing value of the underlying will be determined and about adjustments that may be made to the terms of the securities upon the Closing Value.The “closing value” of the underlying on any date is the closing price of its underlying shares on such date, as provided in theaccompanying product supplement. The “underlying shares” of the underlying are its shares of Class A common stock. Please see the 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 and whether the securities will be automaticallycalled for redemption following a valuation date that is also a potential autocall date. The examples in the second section below illustrate how to determine The examples below are based on the following hypothetical values and do not reflect the actual initial underlying value, coupon barrier value or finalbarrier value. For the actual initial underlying value, coupon barrier value and final barrier value, see the cover page of this pricing supplement. We haveused these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the securities work. However, youshould understand that the actual payments on the securities will be calculated based on the actual initial underlying value, coupon barrier value and final The three hypothetical examples below illustrate how to determine whether a contingent coupon will be paid and whether the securities will beautomatically redeemed following a hypothetical valuation date that is also a potential autocall date, assuming that the closing value of the underlying onthe hypothetical valuation date is as indicated below. Example 2:On the hypothetical valuation date, the