花旗集团美股招股说明书(2025-06-02版)

June, 2025Medium-Term Senior Notes, Series NPricing Supplement No. 2025-USNCH27101Filed Pursuant to Rule 424(b)(2) Citigroup Global Markets Holdings Inc. Market-Linked Securities Linked to the Citi Dynamic Asset Selector 5 Excess Return Index Due January 5, 2027 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 debtsecurities, the securities do not pay interest. Instead, the securities offer the potential for a positive return at maturity based on the performance of the Index specified below from the initialindex level to the final index level. If the Index appreciates from the initial index level to the final index level, you will receive a positive return at maturity equal to that appreciationmultipliedby the upside participation ratespecified below. However, if the Index remains the same or depreciates, you will be repaid the stated principal amount of your securities at maturity but will not receive any return on yourinvestment. The securities are designed for investors who are willing to forgo interest on the securities and accept the risk of not receiving any return on the securities in exchange for thepossibility of a positive return at maturity based on the performance of the Index. Even if the Index appreciates from the initial index level to the final index level, so that you do receive a In order to obtain the exposure to the Index that the securities provide, investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of notreceiving any amount due under the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup GlobalMarkets Holdings Inc. and Citigroup Inc. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricingsupplement and the accompanying index supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal You should read this pricing supplement together with the accompanying index supplement, prospectus supplement and prospectus, which can be accessed via thehyperlinks below:Index Supplement No. IS-02-04 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 theyobligations of, or guaranteed by, a bank. Additional Information This pricing supplement is intended to be read together with the accompanying index supplement, prospectus supplement and prospectus, whichare available via the hyperlinks on the cover page of this pricing supplement. The accompanying index supplement, prospectus supplement and prospectus contain important information that is not included in this pricing supplement, including: ●a more detailed description of the Index, beginning on page IS-24 of the accompanying index supplement;●more detailed risk factors relating to the Index, beginning on page IS-12 of the accompanying index supplement;●the Index rules that govern the calculation of the Index, beginning on page IS-59 of the accompanying index supplement;●general terms of the securities, including terms relating to the potential postponement of the determination of the final index level and thematurity date upon the occurrence of a market disruption event and terms specifying the consequences of the discontinuance of the Index,beginning on page IS-19 of the accompanying index supplement; Citigroup Global Markets Holdings Inc. Summary Index Description The Index is published by Citigroup Global Markets Limited (the “Index Administrator”), which is an affiliate of ours.The Index tracks thehypothetical performance of a rules-based investment methodology that, on each Index Business Day, seeks to identify current U.S. equity marketconditions as falling within one of four possible “Market Regimes” based on trend and volatility signals (the “Signals”).Depending on the The U.S. Equity Futures Constituent tracks the performance of a hypothetical investment, rolled quarterly, in the nearest-to-expiration E-mini S&P500 futures contract, which provides exposure to U.S. large-cap equities.The U.S. Treasury Futures Constituent tracks the performance of ahypothetical investment, rolled quarterly, in the nearest-to-expiration 10-Year U.S. Treasury Note futures contract, which provides exposure to U.S.Treasury notes with a remaining maturity of at least 6.5 years and an original maturity not exceeding 10 years (all of which are referred to The Index relie