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-USNCH29653Filed Pursuant to Rule 424(b)(8)Registration Statement Nos. 333-270327 and 333-270327-01 9,493 Trigger Jump Securities with Auto-Callable Feature Based Upon the Worst Performing of theEURO STOXX 50®Index, the Russell 2000®Index and the TOPIX®Index Due January 5, 2032Principal at Risk Securities ▪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 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 thesecurities will depend on theworst performingof the EURO STOXX 50®Index, the Russell 2000®Index and theTOPIX®Index (each, an “underlying index”).▪The securities provide for the repayment of principalplusa premium following the first valuation date, beginning approximately 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 indexlevel, you will receive at maturity the stated principal amount of your securitiesplus the premium applicable to the finalvaluation date. If the securities are not automatically redeemed prior to maturity and the final index level of the worstperforming underlying index on the final valuation date is less than its initial index level but greater than or equal to itstrigger level, you will receive at maturity the stated principal amount of your securities.However, if the securities arenot automatically redeemed prior to maturity and the final index level of the worst performing underlyingindex on the final valuation date is less than its trigger level, you will lose at least 20%, and possiblysignificantly more and up to all, of your investment in the securities.▪Your return on the securities will depend solely on the performance of the worst performing underlying index, and you will 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. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc. (Key Terms continued on next page)(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 MorganStanley Wealth Management, and their financial advisors will collectively receive from CGMI a fixed selling concession of $30.00 foreach $1,000 security they sell. Additionally, it is possible that CGMI and its affiliates may profit from hedging activity related to thisoffering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by CGMI of $5.00 for each security.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-8.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 the accompanying productsupplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Anyrepresentati