| Citigroup Global Markets Holdings Inc. |
November 14, 2025
Medium-Term Senior Notes,
Series N
Pricing Supplement No. 2025-USNCH29411
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-270327 and 333-270327-01 |
Fixed Rate Notes Due November 18, 2026
| · | The notes mature on the maturity date specified below. The notes pay interest
at maturity at the fixed per annum rate indicated below. |
| · | The notes are unsecured debt securities issued by Citigroup Global Markets
Holdings Inc. and guaranteed by Citigroup Inc. All payments on the notes are subject to the credit risk of Citigroup Global Markets
Holdings Inc. and Citigroup Inc. |
| · | It is important for you to consider the information contained in this pricing
supplement together with the information contained in the accompanying prospectus supplement and prospectus. The description of the notes
below supplements, and to the extent inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying
prospectus supplement and prospectus. |
| KEY TERMS |
| Issuer: |
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
| Guarantee: |
All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc. |
| Stated principal amount: |
$1,000 per note |
| Pricing date: |
November 14, 2025 |
| Original issue date: |
November 18, 2025 |
| Maturity date: |
November 18, 2026. The payment at maturity will be made on the maturity date. If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date. No additional interest will accrue as a result of delayed payment. Interest will be paid to the persons who hold the notes on the maturity date. |
| Payment at maturity: |
$1,000 per note plus any accrued and unpaid interest |
| Interest rate per annum: |
3.80% |
| Day count convention: |
30/360 Unadjusted. See “Determination of Interest Payment” in this pricing supplement. |
| Business day: |
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close |
| Business day convention: |
Following |
| CUSIP / ISIN: |
17291W3T6 / US17291W3T62 |
| Listing: |
The notes will not be listed on any securities exchange. |
| Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal. See “General Information—Supplemental information regarding plan of distribution; conflicts of interest” in this pricing supplement. |
| Underwriting fee and issue price: |
Issue price |
Underwriting fee(1) |
Proceeds to issuer |
| Per note: |
$1,000.00 |
— |
$1,000.00 |
| Total: |
$20,000,000.00 |
— |
$20,000,000.00 |
| (1) | You should refer to “Risk Factors” and “General Information—Fees and selling concessions” in this pricing
supplement for more information. |
Investing in the notes involves risks. See “Risk
Factors” beginning on page PS-2.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement and the accompanying
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 prospectus supplement and prospectus, each of which can be accessed via the following hyperlink:
Prospectus Supplement and Prospectus each dated March 7, 2023
The notes 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.
| Citigroup Global Markets Holdings Inc. |
| |
Risk Factors
The following is a non-exhaustive list of certain key
risk factors for investors in the notes. You should read the risk factors below together with the risk factors included in the accompanying
prospectus supplement and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s
most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business
of Citigroup Inc. more generally. We also urge you to consult your investment, legal, tax, accounting and other advisors before you decide
to invest in the notes.
| § | The
notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., and any actual or perceived changes
to the creditworthiness of either entity may adversely affect the value of the notes. You are subject to the credit risk of Citigroup
Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. defaults on its obligations under the notes
and Citigroup Inc. defaults on its guarantee obligations, your investment would be at risk and you could lose some or all of your investment.
As a result, the value of the notes will be affected by changes in the market’s view of the creditworthiness of Citigroup Global
Markets Holdings Inc. or Citigroup Inc. Any decline, or anticipated decline in the credit ratings of either entity, or any increase or
anticipated increase in the credit spreads of either entity, is likely to adversely affect the value of the notes. |
| § | The
notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The notes will not be
listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. CGMI currently intends to make
a secondary market in relation to the notes and to provide an indicative bid price for the notes on a daily basis. Any indicative bid
price for the notes provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions
and other relevant factors, and will not be a representation by CGMI that the notes can be sold at that price or at all. CGMI may suspend
or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or
terminates making a market, there may be no secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer
that is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity. |
| § | Immediately
following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements
prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward adjustment will
steadily decline to zero over the temporary adjustment period. See “General Information—Temporary adjustment period”
in this pricing supplement. |
| § | Secondary
market sales of the notes may result in a loss of principal. You will be entitled to receive at least the full stated principal amount
of your notes, subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., only if you hold the notes to
maturity. If you are able to sell your notes in the secondary market prior to maturity, you are likely to receive less than the stated
principal amount of the notes. |
| § | The
inclusion of underwriting fees and projected profit from hedging in the issue price is likely to adversely affect secondary market prices.
Assuming no changes in market conditions or other relevant factors, the price, if any, at which CGMI may be willing to purchase the notes
in secondary market transactions will likely be lower than the issue price since the issue price of the notes includes, and secondary
market prices are likely to exclude, any underwriting fees paid with respect to the notes, as well as the cost of hedging our obligations
under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the
risks inherent in managing the hedging transactions. The secondary market prices for the notes are also likely to be reduced by the costs
of unwinding the related hedging transactions. Our affiliates may realize a profit from the hedging activity even if the value of the
notes declines. In addition, any secondary market prices for the notes may differ from values determined by pricing models used by CGMI,
as a result of dealer discounts, mark-ups or other transaction costs. |
| § | The
price at which you may be able to sell your notes prior to maturity will depend on a number of factors and may be substantially less
than the amount you originally invest. A number of factors will influence the value of the notes in any secondary market that may
develop and the price at which CGMI may be willing to purchase the notes in any such secondary market, including: interest rates in the
market and the volatility of such rates, the time remaining to maturity of the notes, hedging activities by our affiliates, any fees
and projected hedging fees and profits, any actual or anticipated changes in the credit ratings, financial condition and results of either
Citigroup Global Markets Holdings Inc. or Citigroup Inc. The value of the notes will vary and is likely to be less than the issue price
at any time prior to maturity, and sale of the notes prior to maturity may result in a loss. |
| Citigroup Global Markets Holdings Inc. |
| |
| General Information |
| Temporary adjustment period: |
For a period of approximately three months following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See “Risk Factors—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
|
| U.S. federal income tax considerations: |
Prospective investors should review the discussion under “United States Federal Tax Considerations,” and in particular the discussion under “United States Federal Tax Considerations—Short-Term Notes,” in the accompanying prospectus supplement for more information regarding the U.S. federal income tax consequences of an investment in the notes.
|
| Trustee: |
The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as trustee for the notes.
|
| Use of proceeds and hedging: |
The net proceeds received from the sale of the notes will be used for
general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more of our affiliates.
Hedging activities related to the notes by one or more of our affiliates
involves trading in one or more instruments, such as options, swaps and/or futures, and/or taking positions in any other available securities
or instruments that we may wish to use in connection with such hedging and may include adjustments to such positions during the term of
the notes. It is possible that our affiliates may profit from this hedging activity, even if the value of the notes declines. Profit or
loss from this hedging activity could affect the price at which Citigroup Global Markets Holdings Inc.’s affiliate, CGMI, may be
willing to purchase your notes in the secondary market. For further information on our use of proceeds and hedging, see “Use of
Proceeds and Hedging” in the accompanying prospectus.
|
| ERISA and IRA purchase considerations: |
Please refer to “Benefit Plan Investor Considerations” in the accompanying prospectus supplement for important information for investors that are ERISA or other benefit plans or whose underlying assets include assets of such plans.
|
| Fees and selling concessions: |
CGMI, an affiliate of Citigroup Global Markets Holdings Inc., is the underwriter of the sale of the notes and is acting as principal. CGMI may resell the notes to other securities dealers at the issue price of $1,000 per note.
|
| Supplemental information regarding plan of distribution; conflicts of interest: |
The terms and conditions set forth in the Amended and Restated Global
Selling Agency Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein,
including CGMI, govern the sale and purchase of the notes.
In order to hedge its obligations under the notes, Citigroup Global
Markets Holdings Inc. has entered into one or more swaps or other derivatives transactions with one or more of its affiliates. You should
refer to the section “General Information—Use of proceeds and hedging” in this pricing supplement and the section “Use
of Proceeds and Hedging” in the accompanying prospectus.
See “Plan of Distribution; Conflicts of Interest” in the
accompanying prospectus supplement for more information.
|
| Paying agent: |
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security representing the notes as custodian for The Depository Trust Company (“DTC”).
|
| Contact: |
Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005. |
We encourage you to also read the accompanying prospectus
supplement and prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.
| Citigroup Global Markets Holdings Inc. |
| |
Determination
of Interest Payment
On the maturity date, the amount of the interest payment
will equal (i) the stated principal amount of the notes multiplied by the interest rate per annum, multiplied by (ii) (360/360).
Certain Selling Restrictions
Prohibition of Sales to EEA Retail Investors
The notes may not be offered, sold or otherwise made available
to any retail investor in the European Economic Area. For the purposes of this provision:
| (a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (i) | a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID
II”); or |
| (ii) | a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or |
| (iii) | not a qualified investor as defined in Directive 2003/71/EC; and |
| (b) | the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes. |
Prohibition of Sales to United Kingdom
Retail Investors
The notes may not be offered, sold or otherwise made available
to any retail investor in the United Kingdom. For the purposes of this provision:
| (a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (i) | a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) and the regulations made
under the EUWA; or |
| (ii) | a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended)
(the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United
Kingdom domestic law by virtue of the EUWA and the regulations made under the EUWA; or |
| (iii) | not a qualified investor as defined in Regulation (3)(e) of the Prospectus Regulation; and |
| (b) | the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the notes offered so as to enable an investor to decide to purchase or subscribe the notes. |
Notice to Canadian Investors
The notes may be sold in Canada only to purchasers
purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption
from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories
of Canada may provide a purchaser with remedies for rescission or damages if this pricing supplement or an accompanying product supplement,
prospectus supplement or prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission
or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province
or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this offering.
Validity of the Notes
In the opinion of Davis Polk & Wardwell LLP, as
special products counsel to Citigroup Global Markets Holdings Inc., when the notes offered by this pricing supplement have been executed
and issued by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered against
payment therefor, such notes and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets
Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York,
except that such counsel expresses no opinion as to the application of state securities or Blue Sky laws to the notes.
| Citigroup Global Markets Holdings Inc. |
| |
In giving this opinion, Davis Polk & Wardwell LLP
has assumed the legal conclusions expressed in the opinions set forth below of Alexia Breuvart, Secretary and General Counsel of Citigroup
Global Markets Holdings Inc., and Karen Wang, Senior Vice President – Corporate Securities Issuance Legal of Citigroup Inc. In
addition, this opinion is subject to the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated February 14, 2024,
which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on February 14, 2024, that the indenture has
been duly authorized, executed and delivered by, and is a valid, binding and enforceable agreement of, the trustee and that none of the
terms of the notes nor the issuance and delivery of the notes and the related guarantee, nor the compliance by Citigroup Global Markets
Holdings Inc. and Citigroup Inc. with the terms of the notes and the related guarantee respectively, will result in a violation of any
provision of any instrument or agreement then binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc., as applicable, or
any restriction imposed by any court or governmental body having jurisdiction over Citigroup Global Markets Holdings Inc. or Citigroup
Inc., as applicable.
In the opinion of Alexia Breuvart, Secretary and General
Counsel of Citigroup Global Markets Holdings Inc., (i) the terms of the notes offered by this pricing supplement have been duly established
under the indenture and the Board of Directors (or a duly authorized committee thereof) of Citigroup Global Markets Holdings Inc. has
duly authorized the issuance and sale of such notes and such authorization has not been modified or rescinded; (ii) Citigroup Global Markets
Holdings Inc. is validly existing and in good standing under the laws of the State of New York; (iii) the indenture has been duly authorized,
executed and delivered by Citigroup Global Markets Holdings Inc.; and (iv) the execution and delivery of such indenture and of the notes
offered by this pricing supplement by Citigroup Global Markets Holdings Inc., and the performance by Citigroup Global Markets Holdings
Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or
other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State
of New York.
Alexia Breuvart, or other internal attorneys with whom
she has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such
corporate records of Citigroup Global Markets Holdings Inc., certificates or documents as she has deemed appropriate as a basis for the
opinions expressed above. In such examination, she or such persons has assumed the legal capacity of all natural persons, the genuineness
of all signatures (other than those of officers of Citigroup Global Markets Holdings Inc.), the authenticity of all documents submitted
to her or such persons as originals, the conformity to original documents of all documents submitted to her or such persons as certified
or photostatic copies and the authenticity of the originals of such copies.
In the opinion of Karen Wang, Senior Vice President
– Corporate Securities Issuance Legal of Citigroup Inc., (i) the Board of Directors (or a duly authorized committee thereof) of
Citigroup Inc. has duly authorized the guarantee of such notes by Citigroup Inc. and such authorization has not been modified or rescinded;
(ii) Citigroup Inc. is validly existing and in good standing under the laws of the State of Delaware; (iii) the indenture has been duly
authorized, executed and delivered by Citigroup Inc.; and (iv) the execution and delivery of such indenture, and the performance by Citigroup
Inc. of its obligations thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or
other constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the General
Corporation Law of the State of Delaware.
Karen Wang, or other internal attorneys with whom she
has consulted, has examined and is familiar with originals, or copies certified or otherwise identified to her satisfaction, of such corporate
records of Citigroup Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed above. In such
examination, she or such persons has assumed the legal capacity of all natural persons, the genuineness of all signatures (other than
those of officers of Citigroup Inc.), the authenticity of all documents submitted to her or such persons as originals, the conformity
to original documents of all documents submitted to her or such persons as certified or photostatic copies and the authenticity of the
originals of such copies.
Additional Information
We reserve the right to withdraw, cancel or modify any
offering of the notes and to reject orders in whole or in part prior to their issuance.
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