[424B3] Citigroup Inc. Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc., filed Amended and Restated Pricing Supplement No. 2025-USWR0006 on 28 May 2025 under Rule 424(b)(3) for its Medium-Term Senior Notes, Series N.

The filing covers bearish European put warrants linked to the S&P 500 Index that automatically exercise on 10 Oct 2025 (settlement 17 Oct 2025). Each warrant carries a $1,000 notional amount; total aggregate notional is $40.27 million. Investors pay a 2.728% premium ($27.28) per warrant, while the estimated value is $22.80, indicating an initial value gap of roughly 16%. The underwriting fee is 0.218% ($2.18), leaving 2.510% proceeds ($25.10) per warrant for the issuer. CGMI acts as underwriter; Insperex LLC serves as qualified independent underwriter.

Key payoff mechanics: if the final underlying value is below the upper strike (95% of the look-back high), holders receive cash determined by preset long/short strike differential formulas, capped once the index falls to or below the lower strike value of 4,430.6625 (75% of the initial level 5,907.55). Should the S&P 500 close at or above the upper strike, the warrants expire worthless and investors lose their entire premium. The breakeven level is 92.272% of the look-back value.

The warrants are unsecured obligations of Citigroup Global Markets Holdings Inc. and fully guaranteed by Citigroup Inc. They are not exchange-listed and may have little or no secondary-market liquidity. The product is intended only for investors with options-approved accounts who can tolerate the risk of a total loss. All payments are subject to the credit risk of both the issuer and guarantor.

Positive

• Citigroup Inc. guarantee enhances credit support compared with non-guaranteed structured products.
• Automatic European exercise removes early-exercise uncertainty for holders.

Negative

• Warrants may expire worthless if the S&P 500 does not decline below 95% of the look-back value, risking 100% capital loss.
• No exchange listing implies limited liquidity and potential difficulty exiting positions early.
• Issue price exceeds estimated value by ~16%, creating an immediate economic drag for investors.

Insights

Securities Analyst

TL;DR: Routine structured product; negligible balance-sheet impact; neutral for Citigroup shareholders.

This 424(b)(3) filing describes a small ($40 m notional) tranche of bearish S&P 500 put warrants. Net cash inflow to Citi is roughly $1.0 m after underwriting costs—immaterial versus the bank’s multi-billion-dollar revenue base. The product is part of the firm’s regular structured-note program and does not alter capital, liquidity, or risk profile in a meaningful way. From an equity-holder perspective, the disclosure is operationally normal and financially neutral.

Options Strategist

TL;DR: High-risk unlisted puts with capped payout; suited only for sophisticated bearish traders.

The warrants synthesize a spread: long a 95% put struck at the look-back high, short a 75% put struck at the initial level. Investors pay a 2.728% premium but face a 16% mark-to-model discount on day one. Breakeven requires the S&P 500 to fall more than 7.728% from the look-back peak by October. Upside is limited once the index drops 25% from initial, restricting tail hedging efficacy. Lack of listing and issuer credit risk further constrain attractiveness. Overall, product risk is high while reward is capped, making it appropriate only for niche, tactical bearish positioning.

This Amended and Restated Pricing Supplement No. 2025-USWR0006 is being filed to refer to the Premium and Per warrant Issue price, Underwriting fee and Proceeds to issuer as a percentage of the notional amount per warrant.

Citigroup Global Markets Holdings Inc. May 28, 2025 Medium-Term Senior Notes, Series N Amended and Restated Pricing Supplement No. 2025-USWR0006 Filed Pursuant to Rule 424(b)(3) Registration Statement Nos. 333-270327 and 333-270327-01

Bearish Put Warrants Linked to the S&P 500^® Index Expiring October 10, 2025

▪ We are offering put warrants linked to the underlying specified below.  If the final underlying value is less than the upper strike value, the warrants will be automatically exercised and you will receive a payment on the exercise settlement date determined as specified below.  That payment will reflect a limit on your opportunity to participate in any depreciation of the underlying below the lower strike value specified below.  If the final underlying value is greater than or equal to the upper strike value, the warrants will expire worthless and you will not receive any payment with respect to the warrants.  Because the upper strike value is equal to 95% of the lookback underlying value, the warrants will expire worthless unless the value of the underlying declines sufficiently from the lookback underlying value to the final underlying value. Even if the final underlying value is less than the upper strike value so that you receive a payment on the exercise settlement date, you will incur a loss on your investment in the warrants if the value of the payment you receive upon exercise is not at least equal to the premium you pay to purchase the warrants.  The final underlying value must be less than the breakeven value indicated below for the payment you receive upon exercise to be greater than the premium.

▪ The warrants may be purchased only by investors who have an options-approved brokerage account.  The warrants are highly risky and are suitable only for investors who are knowledgeable about investing in options and can accept a significant risk of losing their entire investment.

▪ The warrants are not listed on any exchange and may have limited or no liquidity.

▪ The warrants are unsecured debt securities of Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc.  Investors must be willing to accept the risk of not receiving any amount due under the warrants if we and Citigroup Inc. default on our obligations.  Payments on the warrants are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

KEY TERMS
Issuer:	Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee:	All payments due on the warrants are fully and unconditionally guaranteed by Citigroup Inc.
Underlying:	The S&P 500® Index
Premium:	2.728% per warrant (as percentage of notional amount)
Notional amount:	$1,000 per warrant, for an aggregate notional amount of $40,270,000
Pricing date:	May 28, 2025
Issue date:	June 2, 2025
Expiration date:	October 10, 2025, subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
Exercise settlement date:	October 17, 2025
Exercise style:	European.  The warrants are automatically exercisable on the expiration date and may not be exercised by you or by us on any other date.
Payment upon exercise:	On the expiration date, the warrants will either be automatically exercised or will expire worthless, as follows:  § If the final underlying value is less than the upper strike value, the warrants will be automatically exercised and, on the exercise settlement date, you will receive an amount in cash for each warrant you then hold equal to:  o        If the final underlying value is greater than the lower strike value:  notional amount × long strike differential percentage  o        If the final underlying value is less than or equal to the lower strike value:  notional amount × (long strike differential percentage – short strike differential percentage)  § If the final underlying value is greater than or equal to the upper strike value, the warrants will expire worthless and you will not receive any payment with respect to the warrants  If the final underlying value is greater than or equal to the upper strike value, you will lose your entire investment in the warrants.
Listing:	The warrants will not be listed on any securities exchange
Underwriter:	Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
Calculation agent	Citibank, N.A., an affiliate of the issuer
QIU:	Insperex LLC will participate in the offering of the warrants as a qualified independent underwriter. See “Plan of Distribution; Conflicts of Interest” in the accompanying warrants supplement.

Underwriting fee and issue price:	Issue price(1)	Underwriting fee(2)	Proceeds to issuer
Per warrant (as percentage of notional amount):	2.728%	0.218%	2.510%
Total:	$1,098,565.60	$87,788.60	$1,010,777.00

(Key Terms continued on next page)

(1) On the date of this pricing supplement, the estimated value of the warrants is $22.80 per warrant, which is less than the issue price. The estimated value of the warrants is based on CGMI’s proprietary pricing models.  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, at which CGMI or any other person may be willing to buy the warrants from you at any time after issuance. See “Valuation of the Warrants” in this pricing supplement.

(2) CGMI will receive an underwriting fee of $2.18 for each warrant sold in this offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a selling concession of $2.18 for each warrant they sell.  For more information on the distribution of the warrants, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the warrants declines.  See “Use of Proceeds and Hedging” in the accompanying prospectus.

Investing in the warrants is highly risky. 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 warrants or determined that this pricing supplement and the accompanying warrants supplement, underlying supplement, 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 warrants supplement, underlying supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:

Warrants Supplement dated January 19, 2024 Underlying Supplement No. 11 dated March 7, 2023

Prospectus Supplement and Prospectus each dated March 7, 2023

The warrants 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.

KEY TERMS (continued)
Initial underlying value:	5,907.55
Lookback underlying value:	The highest closing value of the underlying on any scheduled trading day during the lookback observation period (excluding any scheduled trading day on which a market disruption event occurs); provided that in no event will the lookback underlying value be lower than the initial underlying value. There can be no assurance that the closing value of the underlying will be higher than the initial underlying value at any time during the lookback observation period.
Final underlying value:	The closing value of the underlying on the expiration date
Lookback observation period:	The period from and including May 21, 2025 to and including June 20, 2025
Upper strike value:	95.00% of the lookback underlying value
Lower strike value:	4,430.6625, which is 75.00% of the initial underlying value
Long strike differential percentage:	(i) upper strike value minus final underlying value divided by (ii) lookback underlying value
Short strike differential percentage:	(i) lower strike value minus final underlying value divided by (ii) initial underlying value
Breakeven value:	92.272% of the lookback underlying value
CUSIP / ISIN:	173074TD7 / US173074TD75

PS-2

Citigroup Global Markets Holdings Inc.

Additional Information

The terms of the warrants are set forth in the accompanying warrants supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement.  The accompanying warrants supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement.  For example, the accompanying warrants 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 warrants upon the occurrence of market disruption events and other specified events with respect to the underlying (except as set forth in the next paragraph).  The accompanying underlying supplement contains information about the underlying that is not repeated in this pricing supplement.  It is important that you read the accompanying warrants supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in connection with your investment in the warrants. Certain terms used but not defined in this pricing supplement are defined in the accompanying warrants supplement.

For purposes of the accompanying warrant supplement, no date in the lookback observation period will be considered a “valuation date,” and the lookback observation period will not be considered an “observation period.”

Payout Diagram

The diagram below illustrates your payment upon exercise of the warrants for a range of hypothetical percentage changes in the closing value of the underlying from the lookback underlying value to the final underlying value, assuming that the lookback underlying value is equal to the initial underlying value. The actual lookback underlying value will be the highest closing value of the underlying on any scheduled trading day during the lookback observation period, excluding any scheduled trading day on which a market disruption event occurs, but will not be lower than the initial underlying value.

Payout Diagram
n The Warrants	n The Underlying

PS-3

Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The tables below illustrate, for various hypothetical lookback underlying values and final underlying values:

· the related long strike differential percentage, which is the upper strike value minus the final underlying value, expressed as a percentage of the lookback underlying value;

· the related short strike differential percentage, which is the lower strike value minus the final underlying value, expressed as a percentage of the initial underlying value;

· the payment you would receive upon exercise of the warrants;

· the payment you would receive upon exercise of the warrants minus the premium; and

· your total return on the warrants (calculated as (i) the payment you would receive upon exercise minus the premium divided by (ii) the premium).  

Table 1 – hypothetical lookback underlying value equal to 100.00% of initial underlying value

Table 1 assumes a hypothetical initial underlying value of 100.00, a hypothetical lookback underlying value of 100.00 (equal to 100.00% of the initial underlying value), a hypothetical upper strike value of 95.00 (equal to 95.00% of the lookback underlying value) and a hypothetical lower strike value of 75.00 (equal to 75.00% of the initial underlying value). The actual initial underlying value and lower strike value are listed above in this pricing supplement. The actual lookback underlying value and upper strike value will be determined at the end of the lookback observation period. The actual lookback underlying value will be the highest closing value of the underlying on any scheduled trading day during the lookback observation period, excluding any scheduled trading day on which a market disruption event occurs, but will not be lower than the initial underlying value.

Final underlying value	Percentage change from lookback underlying value to final underlying value	Percentage change from initial underlying value to final underlying value	Long strike differential percentage	Short strike differential percentage	Payment upon exercise	Payment upon exercise minus premium	Total return on the warrants
150.000	50.000%	50.000%	N/A	N/A	$0.00	-$27.28	-100.00%
125.000	25.000%	25.000%	N/A	N/A	$0.00	-$27.28	-100.00%
110.000	10.000%	10.000%	N/A	N/A	$0.00	-$27.28	-100.00%
105.000	5.000%	5.000%	N/A	N/A	$0.00	-$27.28	-100.00%
102.000	2.000%	2.000%	N/A	N/A	$0.00	-$27.28	-100.00%
100.000	0.000%	0.000%	N/A	N/A	$0.00	-$27.28	-100.00%
95.000	-5.000%	-5.000%	N/A	N/A	$0.00	-$27.28	-100.00%
92.272	-7.728%	-7.728%	-2.728%	N/A	$27.28	$0.00	0.00%
90.000	-10.000%	-10.000%	5.000%	N/A	$50.00	$22.72	83.28%
85.000	-15.000%	-15.000%	10.000%	N/A	$100.00	$72.72	266.57%
80.000	-20.000%	-20.000%	15.000%	N/A	$150.00	$122.72	449.85%
75.000	-25.000%	-25.000%	20.000%	0.000%	$200.00	$172.72	633.14%
70.000	-30.000%	-30.000%	25.000%	5.000%	$200.00	$172.72	633.14%
60.000	-40.000%	-40.000%	35.000%	15.000%	$200.00	$172.72	633.14%
50.000	-50.000%	-50.000%	45.000%	25.000%	$200.00	$172.72	633.14%
40.000	-60.000%	-60.000%	55.000%	35.000%	$200.00	$172.72	633.14%
30.000	-70.000%	-70.000%	65.000%	45.000%	$200.00	$172.72	633.14%
20.000	-80.000%	-80.000%	75.000%	55.000%	$200.00	$172.72	633.14%
10.000	-90.000%	-90.000%	85.000%	65.000%	$200.00	$172.72	633.14%
0.000	-100.000%	-100.000%	95.000%	75.000%	$200.00	$172.72	633.14%

PS-4

Citigroup Global Markets Holdings Inc.

Table 2 – hypothetical lookback underlying value equal to 102.00% of initial underlying value

Table 2 assumes a hypothetical initial underlying value of 100.00, a hypothetical lookback underlying value of 102.00 (equal to 102.00% of the initial underlying value), a hypothetical upper strike value of 96.90 (equal to 95.00% of the lookback underlying value) and a hypothetical lower strike value of 75.00 (equal to 75.00% of the initial underlying value). The actual initial underlying value and lower strike value are listed above in this pricing supplement. The actual lookback underlying value and upper strike value will be determined at the end of the lookback observation period. The actual lookback underlying value will be the highest closing value of the underlying on any scheduled trading day during the lookback observation period, excluding any scheduled trading day on which a market disruption event occurs, but will not be lower than the initial underlying value.

Final underlying value	Percentage change from lookback underlying value to final underlying value	Percentage change from initial underlying value to final underlying value	Long strike differential percentage	Short strike differential percentage	Payment upon exercise	Payment upon exercise minus premium	Total return on the warrants
150.000	47.059%	50.000%	N/A	N/A	$0.00	-$27.28	-100.00%
125.000	22.549%	25.000%	N/A	N/A	$0.00	-$27.28	-100.00%
110.000	7.843%	10.000%	N/A	N/A	$0.00	-$27.28	-100.00%
105.000	2.941%	5.000%	N/A	N/A	$0.00	-$27.28	-100.00%
102.000	0.000%	2.000%	N/A	N/A	$0.00	-$27.28	-100.00%
100.000	-1.961%	0.000%	N/A	N/A	$0.00	-$27.28	-100.00%
96.900	-5.000%	-3.100%	N/A	N/A	$0.00	-$27.28	-100.00%
95.000	-6.863%	-5.000%	1.863%	N/A	$18.63	-$8.65	-31.72%
94.117	-7.728%	-5.883%	2.728%	N/A	$27.28	$0.00	0.00%
90.000	-11.765%	-10.000%	6.765%	N/A	$67.65	$40.37	147.97%
85.000	-16.667%	-15.000%	11.667%	N/A	$116.67	$89.39	327.66%
80.000	-21.569%	-20.000%	16.569%	N/A	$165.69	$138.41	507.35%
75.000	-26.471%	-25.000%	21.471%	0.000%	$214.71	$187.43	687.05%
70.000	-31.373%	-30.000%	26.373%	5.000%	$213.73	$186.45	683.45%
60.000	-41.176%	-40.000%	36.176%	15.000%	$211.76	$184.48	676.26%
50.000	-50.980%	-50.000%	45.980%	25.000%	$209.80	$182.52	669.08%
40.000	-60.784%	-60.000%	55.784%	35.000%	$207.84	$180.56	661.89%
30.000	-70.588%	-70.000%	65.588%	45.000%	$205.88	$178.60	654.70%
20.000	-80.392%	-80.000%	75.392%	55.000%	$203.92	$176.64	647.51%
10.000	-90.196%	-90.000%	85.196%	65.000%	$201.96	$174.68	640.33%
0.000	-100.000%	-100.000%	95.000%	75.000%	$200.00	$172.72	633.14%

PS-5

Citigroup Global Markets Holdings Inc.

The examples below illustrate how to determine the payment you would receive upon exercise of the warrants, assuming the various hypothetical final underlying values indicated below.  The examples are solely for illustrative purposes, do not show all possible outcomes and are not a prediction of what the actual payment upon exercise of the warrants will be. The actual payment upon exercise will depend on the actual final underlying value.

The examples below are based on the following hypothetical values and do not reflect the actual initial underlying value, lookback underlying value, upper strike value or lower strike value. The actual initial underlying value and lower strike value are listed above in this pricing supplement. The actual lookback underlying value and upper strike value will be determined at the end of the lookback observation period. We have used these hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the warrants work. However, you should understand that the actual payment upon exercise of the warrants will be calculated based on the actual initial underlying value, lookback underlying value (the highest closing value of the underlying on any scheduled trading day during the lookback observation period, excluding any scheduled trading day on which a market disruption event occurs), upper strike value and lower strike value, and not the hypothetical values indicated below. For ease of analysis, figures below have been rounded.

Hypothetical initial underlying value:	100.00
Hypothetical lookback underlying value:	100.00
Hypothetical upper strike value:	95.00 (95.00% of the hypothetical lookback underlying value)
Hypothetical lower strike value:	75.00 (75.00% of the hypothetical initial underlying value)

Example 1. The final underlying value is 80.00.

In this example, the final underlying value is less than the upper strike value and greater than the lower strike value.  As a result, the warrants would be automatically exercised and you would receive a payment calculated as follows:

Payment upon exercise = notional amount × long strike differential percentage

= notional amount × [(i) upper strike value minus final underlying value divided by (ii) lookback underlying value]

= $1,000 × [(i) 95.00 minus 80.00 divided by (ii) 100.00]

= $1,000 × [(i) 15.00 divided by (ii) 100.00]

= $1,000 × 15.00%

= $150.00

In this example, you would receive $150.00 per warrant upon exercise.  Because this amount exceeds the premium per warrant, you would receive a positive return on your investment in the warrants.

Example 2. The final underlying value is 93.00.

In this example, the final underlying value is less than the upper strike value and greater than the lower strike value.  As a result, the warrants would be automatically exercised and you would receive a payment calculated as follows:

Payment upon exercise = notional amount × long strike differential percentage

= notional amount × [(i) upper strike value minus final underlying value divided by (ii) lookback underlying value]

= $1,000 × [(i) 95.00 minus 93.00 divided by (ii) 100.00]

= $1,000 × [(i) 2.00 divided by (ii) 100.00]

= $1,000 × 2.00%

= $20.00

In this example, you would receive $20.00 per warrant upon exercise.  Because this amount is less than the premium per warrant, you would incur a loss on your investment in the warrants.

Example 3. The final underlying value is 70.00.

In this example, the final underlying value is less than or equal to the lower strike value.  As a result, the warrants would be automatically exercised and you would receive a payment calculated as follows:

Payment upon exercise = notional amount × (long strike differential percentage – short strike differential percentage)

= notional amount × ([(i) upper strike value minus final underlying value divided by (ii) lookback underlying value] – [(i) lower strike value minus final underlying value divided by (ii) initial underlying value])

= $1,000 × ([(i) 95.00 minus 70.00 divided by (ii) 100.00] – [(i) 75.00 minus 70.00 divided by (ii) 100.00])

= $1,000 × ([(i) 25.00 divided by (ii) 100.00] - [(i) 5.00 divided by (ii) 100.00])

= $1,000 × (25.00% - 5.00%)

= $1,000 × (20.00%)

= $200.00

PS-6

Citigroup Global Markets Holdings Inc.

In this example, you would receive $200.00 per warrant upon exercise.  Because this amount exceeds the premium per warrant, you would receive a positive return on your investment in the warrants.

Example 4. The final underlying value is 97.00.

In this example, the final underlying value is greater than the upper strike value.  As a result, the warrants would expire worthless and you would not receive any payment in respect of your investment in the warrants.

In this example, you would incur a total loss on your investment in the warrants even though the final underlying value is less than the lookback underlying value.

Example 5. The final underlying value is 105.00.

In this example, the final underlying value is greater than the upper strike value.  As a result, the warrants would expire worthless and you would not receive any payment in respect of your investment in the warrants.

If the final underlying value is greater than or equal to the upper strike value, you will lose your entire investment in the warrants.

PS-7

Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the warrants is highly risky.  The warrants are subject to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the warrants, and are also subject to risks associated with the terms of the warrants and with the underlying, because your payment upon exercise of the warrants will depend on the performance of the underlying.  Accordingly, the warrants are suitable only for investors who are capable of understanding the complexities and risks of the warrants. You should consult your own financial, tax and legal advisors as to the risks of an investment in the warrants and the suitability of the warrants in light of your particular circumstances.

The following is a summary of certain key risk factors for investors in the warrants. You should read this summary together with the more detailed description of risks relating to an investment in the warrants contained in the section “Risk Factors Relating to the Warrants” beginning on page WS-7 in the accompanying warrants supplement. You should also carefully read 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.

§ The warrants are highly risky, and you may lose all of your investment in the warrants.  The warrants are highly speculative leveraged investments that involve a high degree of risk.  The warrants will expire worthless and you will lose your entire investment if the final underlying value is greater than or equal to the upper strike value.  Even if you do receive a payment upon exercise of your warrants, you will incur a loss on your investment in the warrants if the value of the payment you receive is not at least equal to the premium you pay to purchase the warrants.  The payment you receive upon exercise of your warrants will be less than the premium if the final underlying value is greater than the breakeven value.  You should not invest in the warrants if you are unable or unwilling to the bear the risk of losing up to all of your investment in the warrants.

§ The warrants provide inverse (bearish) exposure to the performance of the underlying.  Because the warrants provide inverse (bearish) exposure to the performance of the underlying, your return on the warrants will not benefit from any appreciation of the underlying over the term of the warrants and, if the final underlying value is greater than or equal to the upper strike value, the warrants will expire worthless and you will lose your entire investment.

§ Your potential for a positive return from depreciation of the underlying is limited. The return potential of the warrants in the event that the final underlying value is less than the upper strike value is limited by the lower strike value. If the final underlying value is less than or equal to the lower strike value, the payment you receive upon exercise of your warrants will be limited to the amount by which the long strike differential exceeds the short strike differential. Assuming a lookback underlying value equal to the initial underlying value, the maximum payment upon exercise of the warrants will be limited to $200.00, regardless of how significantly the underlying may have depreciated.

§ The warrants will expire worthless unless the underlying depreciates sufficiently from the lookback underlying value. The warrants will be exercised only if the closing value of the underlying is less than the upper strike value. Because the upper strike value is significantly less than the lookback underlying value, you will receive a payment upon exercise of your warrants only if the value of the underlying declines significantly from the lookback underlying value to the final underlying value. If the value of the underlying does not decline sufficiently, or if it appreciates, the warrants will expire worthless and you will lose your entire investment in the warrants.

§ The warrants are suitable only for investors with an options-approved account.  You will not be able to purchase the warrants unless you have an options-approved brokerage account.  The warrants involve a high degree of risk and are not appropriate for every investor.  You must be able to understand and bear the risk of an investment in the warrants, and you should be experienced with respect to options and options transactions.

§ The value of the warrants will decline over time, holding other factors constant.  A portion of the value of the warrants at any time will depend on the value of the underlying at such time relative to the upper strike value and lower strike value.  Another portion of the value of the warrants at any time will depend on the length of time remaining until expiration and is known as the “time value” of the warrants.  After the pricing date, the time value generally diminishes until, at expiration, the time value of the warrants is zero.  Assuming all other factors are held constant, the risk that the warrants will expire worthless will increase as the time remaining until expiration becomes shorter.

§ The warrants are non-standardized options.  The warrants are not standardized options of the type issued by the Options Clearing Corporation (the “OCC”), a clearing agency regulated by the Securities and Exchange Commission.  The warrants are unsecured contractual obligations of ours (guaranteed by Citigroup Inc.) and will rank equally with our other unsecured contractual obligations, and with our unsecured and unsubordinated debt.  Thus, unlike purchasers of OCC standardized options, who have the credit benefits of guarantees and margin and collateral deposits by OCC clearing members to protect the OCC from a clearing member’s failure, investors in the warrants may look solely to us (and to Citigroup Inc.) for performance of our obligation to pay any amount we owe upon exercise of the warrants.  Additionally, the secondary market for the warrants, if any exists, is not expected to be as liquid as the market for OCC standardized options and, therefore, sales of the warrants prior to expiration may yield a sale price that is lower than the theoretical value of the warrants based on the then-prevailing value of the underlying.

§ The payment you receive upon exercise of the warrants will depend on the closing value of the underlying on a single day.  Because your payment upon exercise of the warrants will depend on the closing value of the underlying solely on the expiration date, you are subject to the risk that the closing value of the underlying on that day may be less favorable, and possibly significantly less favorable, than on one or more other dates during the term of the warrants, resulting in a lower return on your investment in the

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warrants than if the payment upon exercise had been based upon the closing value of the underlying on a different date or on multiple dates.

§ The warrants may not be exercised at any time prior to the expiration date.  The warrants are exercisable only on the expiration date and may not be exercised at any other time.  You may realize a less favorable return on the warrants than you would have been able to achieve had the warrants permitted you to exercise them at any time at your option.

§ The warrants are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on our obligations under the warrants and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the warrants.

§ The warrants will not be listed on any securities exchange and you may not be able to sell them prior to expiration. The warrants will not be listed on any securities exchange.  Therefore, there may be little or no secondary market for the warrants. CGMI currently intends to make a secondary market in relation to the warrants and to provide an indicative bid price for the warrants on a daily basis.  Any indicative bid price for the warrants 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 warrants 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 warrants because it is likely that CGMI will be the only broker-dealer that is willing to buy your warrants prior to expiration.  Accordingly, an investor must be prepared to hold the warrants until expiration.

§ The estimated value of the warrants on the pricing date, based on CGMI’s proprietary pricing models, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging the warrants that are included in the issue price. These costs include (i) any selling concessions or other fees paid in connection with the offering of the warrants, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the warrants and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the warrants. These costs adversely affect the economic terms of the warrants because, if they were lower, the economic terms of the warrants would be more favorable to you.

§ The estimated value of the warrants was determined for us by our affiliate using a proprietary pricing model.  CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing model.  In doing so, it may have made discretionary judgments about the inputs to its model, such as the volatility of the closing value of the underlying, the dividend yield on the underlying and interest rates.  CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests may conflict with yours.  Both the model and the inputs to the model may prove to be wrong and therefore not an accurate reflection of the value of the warrants.  Moreover, the estimated value of the warrants set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the warrants for other purposes, including for accounting purposes.  You should not invest in the warrants because of the estimated value of the warrants.  Instead, you should be willing to hold the warrants to expiration irrespective of the initial estimated value.

§ The estimated value of the warrants is not an indication of the price, if any, at which CGMI or any other person may be willing to buy the warrants from you in the secondary market.  Any such secondary market price will fluctuate over the term of the warrants based on the market and other factors described in the next risk factor.  Moreover, any secondary market price for the warrants will be reduced by a bid-ask spread, which may vary depending on the aggregate amount of the warrants to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the warrants will be less than the premium you pay to purchase the warrants.

§ The value of the warrants prior to expiration will fluctuate based on many unpredictable factors.  The value of your warrants prior to expiration will fluctuate based on the closing value of the underlying, the volatility of the closing value of the underlying, the dividend yield on the underlying, interest rates generally, the time remaining to expiration and our and Citigroup Inc.’s creditworthiness, among other factors described under “Risk Factors Relating to the Warrants—Risk Factors Relating to All Warrants—The value of your warrants prior to expiration will fluctuate based on many unpredictable factors” in the accompanying warrants supplement.  Changes in the closing value of the underlying may not result in a comparable change in the value of your warrants.  You should understand that the value of your warrants at any time prior to expiration may be significantly less than the premium you pay to purchase the warrants.

§ 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 “Valuation of the Warrants” in this pricing supplement.

§ Our offering of the warrants is not a recommendation of bearish exposure to the underlying.  The fact that we are offering the warrants does not mean that we believe that investing in an instrument inversely linked to the underlying is likely to achieve favorable returns.  In fact, as we are part of a global financial institution, our affiliates may have positions (including long and short positions) in the underlying or in instruments related to the underlying, and may publish research or express opinions, that in each case are inconsistent with an investment inversely linked to the underlying.  These and other activities of our affiliates may affect the closing value of the underlying in a way that negatively affects the value of and your return on the warrants.

§ The closing value of the underlying may be adversely affected by our or our affiliates’ hedging and other trading activities. We have hedged our obligations under the warrants through CGMI or other of our affiliates, who have taken positions in the underlying or in financial instruments related to the underlying and may adjust such positions during the term of the warrants. Our affiliates also take positions in the underlying or in financial instruments related to the underlying on a regular basis (taking long or

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short positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities could affect the closing value of the underlying in a way that negatively affects the value of and your return on the warrants. They could also result in substantial returns for us or our affiliates while the value of the warrants declines.

§ We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities. Our affiliates engage in business activities with a wide range of companies. These activities include extending loans, making and facilitating investments, underwriting securities offerings and providing advisory services. These activities could involve or affect the underlying in a way that negatively affects the value of and your return on the warrants. They could also result in substantial returns for us or our affiliates while the value of the warrants declines. In addition, in the course of this business, we or our affiliates may acquire non-public information, which will not be disclosed to you.

§ The calculation agent, which is an affiliate of ours, will make important determinations with respect to the warrants.  If certain events occur during the term of the warrants, such as market disruption events and other events with respect to the underlying, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your return on the warrants.  In making these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the warrants.  See “Risk Factors Relating to the Warrants—Risk Factors Relating to All Warrants—The calculation agent, which is an affiliate of ours, will make important determinations with respect to the warrants” in the accompanying warrants supplement.

§ Changes that affect the underlying may affect the value of your warrants.  The sponsor of the underlying may at any time make methodological changes or other changes in the manner in which it operates that could affect the value of the underlying.  We are not affiliated with the underlying sponsor and, accordingly, we have no control over any changes such sponsor may make.  Such changes could adversely affect the performance of the underlying and the value of and your return on the warrants.

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Information About the S&P 500^® Index

The S&P 500^® Index consists of the common stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC.

Please refer to the section “Equity Index Descriptions— The S&P U.S. Indices” in the accompanying underlying supplement for additional information.

We have derived all information regarding the S&P 500^® Index from publicly available information and have not independently verified any information regarding the S&P 500^® Index. This pricing supplement relates only to the warrants and not to the S&P 500^® Index. We make no representation as to the performance of the S&P 500^® Index over the term of the warrants.

The warrants represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the S&P 500^® Index is not involved in any way in this offering and has no obligation relating to the warrants or to holders of the warrants.

Historical Information

The closing value of the S&P 500^® Index on May 28, 2025 was 5,888.55.

The graph below shows the closing value of the S&P 500^® Index for each day such value was available from January 2, 2015 to May 28, 2025. We obtained the closing values from Bloomberg L.P., without independent verification. You should not take historical closing values as an indication of future performance.

S&P 500^® Index – Historical Closing Values January 2, 2015 to May 28, 2025

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Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the warrants, is acting as principal and will receive an underwriting fee of $2.18 for each warrant sold in this offering.  From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a selling concession of $2.18 for each warrant they sell.

Because CGMI is an affiliate of Citigroup Global Markets Holdings Inc., Rule 5121 of the Financial Industry Regulatory Authority (“Rule 5121”) requires, among other things, that a “qualified independent underwriter” (as defined in Rule 5121) participate in the preparation of the registration statement and the prospectus with respect to the offering of the warrants and have exercised the usual standards of “due diligence” with respect thereto.  Insperex LLC has agreed to act as a qualified independent underwriter with respect to this offering.  In connection with this offering, Insperex LLC has agreed (a) to participate in the preparation of this pricing supplement and exercise the usual standards of “due diligence” in connection therewith and (b) to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof.

See “Plan of Distribution; Conflicts of Interest” in the accompanying warrants supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus for additional information.

Valuation of the Warrants

CGMI calculated the estimated value of the warrants set forth on the cover page of this pricing supplement based on a proprietary derivative-pricing model, which generated a theoretical price for the warrants based on various inputs, including the factors described under “Summary Risk Factors—The value of the warrants prior to expiration will fluctuate based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness.  These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.

For a period of approximately one month following issuance of the warrants, the price, if any, at which CGMI would be willing to buy the warrants from investors, and the value that will be indicated for the warrants 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 warrants.  The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the one-month temporary adjustment period.  However, CGMI is not obligated to buy the warrants from investors at any time.  See “Summary Risk Factors—The warrants will not be listed on any securities exchange and you may not be able to sell them prior to expiration.”

Contact

Clients may contact their local brokerage representative. Third-party distributors may contact Citi Structured Investment Sales at (212) 723-7005.

© 2025 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.

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FAQ

What is Citigroup (C) issuing in the 424B3 filing?

Bearish European put warrants linked to the S&P 500 Index with $40.27 million aggregate notional.

When do the Citigroup warrants expire and settle?

They automatically exercise on 10 Oct 2025 and settle in cash on 17 Oct 2025.

What premium do investors pay for each warrant?

Investors pay 2.728% of the $1,000 notional, or $27.28 per warrant.

What are the key strike levels for the warrants?

Upper strike is 95% of the look-back high; lower strike is 4,430.6625 (75% of the initial 5,907.55 level).

How is the breakeven value calculated?

Breakeven is reached only if the final S&P 500 level is below 92.272% of the look-back underlying value.

Are the warrants listed on an exchange?

No. They are unlisted, which may result in limited or no secondary market liquidity.

Who underwrites and guarantees the warrants?

Citigroup Global Markets Inc. underwrites, and Citigroup Inc. fully and unconditionally guarantees payments.