花旗集团美股招股说明书(2026-01-06版)

This Amended and Restated Pricing Supplement No. 2025-USNCH29662 is being filed to reflect the autocallbarrier value. Citigroup Global Markets December 23, 2025Medium-Term Senior Notes, Series NAmended and Restated Pricing Supplement No. 2025- Holdings Inc. Autocallable Securities Linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index(USD) ER Due December 29, 2033 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 underlying is greater than or equal to the autocallbarrier value. If the securities are not automatically redeemed prior to maturity, the securities will provide forrepayment of the stated principal amountplusa premium at maturity if the final underlying value is greater than or equal to the final barrier value.However, if the securities are not automatically redeemed prior to maturity andthe final underlying value is less than the final barrier value, you will lose 1% of the stated principal amount of Futures Excess Return Index.The S&P 500 Futures Excess Return Index tracks futures contracts on the S&P500®Index and is likely to underperform the S&P 500® Index because of an implicit financing cost.Inaddition, the underlying is subject to a decrement of 6% per annum, which will be a significant drag on itsperformance. You should carefully review the section “Summary Risk Factors—Risks relating to the S&P 500Futures 40% Edge Volatility 6% Decrement Index (USD) ER” in this pricing supplement. risk of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.Allpayments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc. (1) On the date of this pricing supplement, the estimated value of the securities is $888.10 per security, which is less thanthe issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internalfunding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, and proceeds to issuer in the table above give effect to the actual total underwriting fee.For more information on thedistribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement.In addition to theunderwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of thesecurities 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 anysecurity, 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 conventionaldebt securities. See “Summary Risk Factors” beginning on page PS-9. 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 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 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 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, theaccompanying product supplement contains important information about 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 occurrence of marketdisruption events and other specified events with respect to the underlying. The accompanying underlying supplementcontains important disclosures regarding the S&P 500®Index, on which the S&P 500 Futures 40% Edge Volatility 6% Hypothetical Payment Upon Automatic Early Redemption The following table illustrates