花旗集团美股招股说明书(2026-01-02版)

December 29, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH29653 9,493 Trigger Jump Securities with Auto-Callable Feature Based Upon the Worst Performing of the EURO STOXX 50®Index, the Russell 2000®Index and the TOPIX®Principal at Risk Securities ▪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 aperiodic basis beginning approximately one year after issuance on the terms described below. Your return on the securities will depend on theworst performingof the EURO STOXX 50® TOPIX®Index (each, an “underlying index”). The securities provide for the repayment of principalplusa premium following the first valuation date, beginningapproximately one year after issuance, on which the closing level of the worst performing underlying index is greaterthan or equal to its initial index level. If the closing level of the worst performing underlying index is not greater than orequal to its initial index level on any valuation date prior to the final valuation date, the securities will not beautomatically redeemed at a premium and, instead, you will receive a payment at maturity that may be greater than,equal to or less than the stated principal amount, depending on the final index level of the worst performing underlyingindex on the final valuation date. If the securities are not automatically redeemed prior to maturity and the final indexlevel of the worst performing underlying index on the final valuation date is greater than or equal to its initial index Your return on the securities will depend solely on the performance of the worst performing underlying index, and youwill not benefit in any way from the performance of the better performing underlying index.If we and Citigroup Inc. default on our obligations, you may not receive any amount owed to you under the securities. (1) On the date of this pricing supplement, the estimated value of the securities is $957.00 per security, which is less than the issueprice. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not anindication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other personmay be willing to buy the securities from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.(2) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principaland will receive an underwriting fee of $35.00 for each $1,000 security sold in this offering. Certain selected dealers, including Morgan Investing in the securities involves risks not associated with an investment in conventionaldebt securities. See “Summary Risk Factors” beginning on page PS-8. disapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense.You should read this pricing supplement together with the Product Supplement No. EA-02-10 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023Prospectus Supplement and Prospectus each dated March 7, 2023The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. 9,493 Trigger Jump Securities with Auto-Callable Feature Based Upon the Worst Performing of the EUROSTOXX 50®Index, the Russell 2000®Index and the TOPIX®Principal at Risk Securities Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplementand prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain eventsmay occur that could affect whether the securities are automatically redeemed or your payment at maturity. These eventsand their consequences are described in the accompanying product supplement in the sections “Description of theSecurities—Consequences of a Market Disruption Event; Postponement of a Valuation Date” and “Description of theSecurities—Certain Additional Terms for Securities Linked to an Underlying Index—Discontinuance or Material Investment Summary The securities do not provide for the regular payment of interest. Instead, beginning approximately one year afterissuance, the securities will be automatically redeemed if the closing lev