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Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-270327 and 333-270327-01 |
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April 16, 2025
Medium-Term Senior Notes, Series N
Pricing Supplement No. 2025-USNCH26597 to Product
Supplement No. EA-08-02
dated March 23, 2023, Underlying Supplement No. 11 dated March 7, 2023 and
Prospectus Supplement and Prospectus each dated March 7, 2023
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Citigroup Global Markets Holdings
Inc.
All Payments Due from Citigroup
Global Markets Holdings Inc. Fully and Unconditionally Guaranteed by Citigroup Inc.
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Market Linked
Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest
Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™
due April 20, 2028
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n Linked
to the lowest performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial
Average™ (each referred to as an “underlying”)
n Unlike
ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity and are subject to potential
automatic early redemption upon the terms described below. Whether the securities are automatically called for a fixed call premium or,
if not automatically called, the maturity payment amount, will depend, in each case, on the performance of the lowest performing underlying.
The lowest performing underlying on any call date is the underlying that has the lowest performance factor on that call date.
n Automatic
Call. If the closing value of the lowest performing underlying on any call date (including the final calculation day) is greater than
or equal to its starting value, the securities will be automatically called for redemption for an amount in cash equal to the stated principal
amount plus the call premium applicable to that call date. The call premium applicable to each call date will be a percentage of the stated
principal amount that increases for each call date based on a simple (non-compounding) return of 16.10% per annum.
n Maturity
Payment Amount. If the securities are not automatically called for redemption, you will receive a maturity payment amount that could
be equal to or less than the stated principal amount, depending on the closing value of the lowest performing underlying on the final
calculation day as follows:
n If
the closing value of the lowest performing underlying on the final calculation day is greater than or equal to its threshold value, you
will be repaid the stated principal amount
n If
the closing value of the lowest performing underlying on the final calculation day is less than its threshold value, you will lose a significant
portion, and possibly all, of the stated principal amount of your securities
n The
threshold value for each underlying is equal to 60% of its starting value.
n Investors
may lose up to 100% of the stated principal amount.
n Any
positive return on the securities will be limited to the applicable call premium, even if the closing value of the lowest performing underlying
on the applicable call date significantly exceeds its starting value. You will not participate in any appreciation of any underlying beyond
the applicable call premium.
n Your
return on the securities will depend solely on the performance of the underlying that is the lowest performing underlying on each
call date. You will not benefit in any way from the performance of any better performing underlying. Therefore, you will be adversely
affected if any underlying performs poorly, even if any other underlying performs favorably.
n All
payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.; if Citigroup Global
Markets Holdings Inc. and Citigroup Inc. default on their obligations, you could lose some or all of your investment.
n No
periodic interest payments or dividends.
n The
securities will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should not invest in
the securities unless you are willing to hold them to maturity.
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The securities have complex features and investing
in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors”
beginning on page PS-7 and “Risk Factors” beginning on page PS-5 of the accompanying product supplement and beginning on page
S-1 of the accompanying prospectus supplement.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing
supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete.
Any representation to the contrary is a criminal offense.
The securities are unsecured debt obligations
issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. All payments due on the securities are subject to the
credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. None of Wells Fargo Securities, LLC (“Wells Fargo”)
or any of its affiliates will have any liability to the purchasers of the securities in the event Citigroup Global Markets Holdings Inc.
defaults on its obligations under the securities and Citigroup Inc. defaults on its guarantee obligations. The securities 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.
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Per Security |
Total |
| Public Offering Price(1) |
$1,000.00 |
$2,250,000.00 |
| Underwriting Discount and Commission(2)(3) |
$15.75 |
$35,437.50 |
| Proceeds to Citigroup Global Markets Holdings Inc.(2) |
$984.25 |
$2,214,562.50 |
(1) On the date of this pricing supplement, the
estimated value of the securities is $982.60 per security, which is less than the public offering price. The estimated value of the securities
is based on Citigroup Global Markets Inc.’s (“CGMI”) proprietary pricing models and our internal funding 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, at which any person
may 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., as the lead agent for the offering, has agreed to sell the securities to Wells Fargo, as agent. Wells Fargo will receive
an underwriting discount and commission of 1.575% ($15.75) for each security it sells. Wells Fargo may pay selected dealers, which may
include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of its affiliates, Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC), a fixed selling commission of 1.00% ($10.00) for each security they sell.
In addition to the selling commission allowed to WFA, Wells Fargo may pay $0.75 per security of the underwriting discount and commission
to WFA as a distribution expense fee for each security sold by WFA. The total underwriting discount and commission and proceeds to Citigroup
Global Markets Holdings Inc. shown above give effect to the actual underwriting discount and commission provided for the sale of the securities.
See “Supplemental Plan of Distribution” below and “Use of Proceeds and Hedging” in the accompanying prospectus
for further information regarding how we have hedged our obligations under the securities.
(3) In respect
of certain securities sold in this offering, CGMI may pay a fee of up to $3.00 per security to selected securities dealers in consideration
for marketing and other services in connection with the distribution of the securities to other securities dealers.
| Citigroup Global Markets Inc. |
Wells Fargo
Securities |
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 |  |
| Underlyings: |
The Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ (each referred to as an “underlying,” and collectively as the “underlyings”) |
| Issuer: |
Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc. |
| Guarantee: |
All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc. |
| Stated Principal Amount: |
$1,000 per security. References in this pricing supplement to a “security” are to a security with a stated principal amount of $1,000. |
| Pricing Date: |
April 16, 2025 |
| Issue Date: |
April 22, 2025 |
| Maturity Date: |
April 20, 2028, subject to postponement as described in the accompanying product supplement. |
| Automatic Call: |
If the closing value of the lowest performing
underlying on any call date (including the final calculation day) is greater than or equal to its starting value, the securities will
be automatically called for redemption on the related call settlement date for an amount in cash per security equal to $1,000 plus the
call premium applicable to that call date.
Any positive return on the securities
will be limited to the applicable call premium, even if the closing value of the lowest performing underlying on the applicable call date
significantly exceeds its starting value. You will not participate in any appreciation of any underlying beyond the applicable call premium.
If the securities are automatically
called for redemption, they will cease to be outstanding on the related call settlement date and you will have no further rights under
the securities after such call settlement date. You will not receive any notice from us if the securities are automatically called.
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The call premium applicable to each call date is indicated below.
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Call Date |
Call Premium |
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April 22, 2026 |
16.10% of the stated principal amount |
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| Call Dates and Call
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April 22, 2027 |
32.20% of the stated principal amount |
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| Premiums: |
April 17, 2028 (the “final calculation day”)
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48.30% of the stated principal amount |
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Each
call date is subject to postponement if such date is not a trading day or certain market disruption events occur as described in
the accompanying product supplement. For purposes of the accompanying product supplement, each call date is a “calculation
day.”
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| Call Settlement Dates: |
For any call date, the third business day after such call date, except that the call settlement date for the final calculation day shall be the maturity date. For purposes of the accompanying product supplement, each call settlement date is a “payment date.” |
| Maturity Payment Amount: |
If the securities are not automatically
called for redemption prior to or at maturity, and, accordingly, the ending value of the lowest performing underlying on the final calculation
day is less than its starting value, you will receive a maturity payment amount for each $1,000 stated principal amount security
you hold at maturity:
• If
the ending value of the lowest performing underlying on the final calculation day is greater than or equal to its threshold value:
$1,000; or
• If
the ending value of the lowest performing underlying on the final calculation day is less than its threshold value:
$1,000 × the
performance factor of the lowest performing underlying on the final calculation day
If the securities are not automatically
called for redemption prior to or at maturity, and the ending value of the lowest performing underlying on the final calculation day is
less than its threshold value, you will receive significantly less than the stated principal amount of your securities, and possibly nothing,
at maturity.
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| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
| Starting Value: |
With respect to the Nasdaq-100
Index®: 18,257.64, its closing value on the pricing date.
With respect to the Russell 2000® Index: 1,863.479, its closing value on the pricing date.
With respect to the Dow Jones Industrial Average™: 39,669.39, its closing value on the pricing date.
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| Threshold Value: |
With respect to the Nasdaq-100
Index®: 10,954.584, which is equal to 60% of its starting value.
With respect to the Russell 2000® Index: 1,118.0874, which is equal to 60% of its starting value.
With respect to the Dow Jones Industrial Average™: 23,801.634, which is equal to 60% of its starting value.
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| Ending Value: |
With respect to any underlying, its closing value on the final calculation day |
| Performance Factor: |
For each underlying on any call date, its closing value on that call date divided by its starting value |
| Lowest Performing Underlying: |
For any call date, the underlying with the lowest performance factor determined as of that call date |
| Calculation Agent: |
CGMI |
| Denominations: |
$1,000 and any integral multiple of $1,000 |
| CUSIP / ISIN: |
17333JRN2 / US17333JRN27 |
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| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
The terms of the securities are set forth in the
accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product
supplement, underlying supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing
supplement. For example, the accompanying product supplement contains important information about how the closing values of the underlyings
will be determined and other specified events with respect to the underlyings. The accompanying underlying supplement contains information
about the underlyings that is not repeated in this pricing supplement. It is important that you read the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus together with this pricing supplement in connection with your investment in
the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.
When we refer to “we,” “us”
and “our” in this pricing supplement, we refer only to Citigroup Global Markets Holdings Inc. and not to any of its affiliates,
including Citigroup Inc.
You may access the product supplement, underlying
supplement and prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing
our filings for the relevant date on the SEC website):
| · | Product Supplement No. EA-08-02 dated March 23, 2023: |
https://www.sec.gov/Archives/edgar/data/200245/000095010323004586/dp190173_424b2-wf0802.htm
| · | Underlying Supplement No. 11 dated March 7, 2023: |
https://www.sec.gov/Archives/edgar/data/200245/000095010323003815/dp189981_424b2-us11.htm
| · | Prospectus Supplement and Prospectus, each dated March 7, 2023: |
https://www.sec.gov/Archives/edgar/data/200245/000119312523063080/d470905d424b2.htm
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
The securities are not appropriate for all
investors. The securities may be an appropriate investment for investors who:
| · | seek the potential for a fixed return if each underlying has appreciated at all as of any call date in
lieu of full participation in any potential appreciation of any underlying; |
| · | understand that if the closing value of the lowest performing underlying is less than its starting value
on each call date, they will not receive any positive return on their investment in the securities, and if the ending value of the lowest
performing underlying on the final calculation day is less than its threshold value, they will be fully exposed to the decline in the
lowest performing underlying from its starting value and will receive significantly less than the stated principal amount, and possibly
nothing, at maturity; |
| · | understand that the term of the securities may be limited by the automatic call feature of the securities
and that they will not receive a higher call premium payable with respect to a later call date if the securities are automatically called
for redemption on an earlier call date; |
| · | understand that the return on the securities will depend solely on the performance of the underlying that
is the lowest performing underlying on each call date and that they will not benefit in any way from the performance of any better performing
underlying; |
| · | understand that the securities are riskier than alternative investments linked to only one of the underlyings
or linked to a basket composed of each underlying; |
| · | understand and are willing to accept the full downside risks of each underlying; |
| · | are willing to forgo interest payments on the securities and dividends on securities included in the underlyings;
and |
| · | are willing to hold the securities to maturity. |
The securities may not be an appropriate investment
for investors who:
| · | seek a liquid investment or are unable or unwilling to hold the securities to maturity; |
| · | seek a security with a fixed term; |
| · | are unwilling to accept the risk that, if the closing value of the lowest performing underlying is less
than its starting value on each call date, they will not receive any positive return on their investment in the securities; |
| · | are unwilling to accept the risk that, if the securities are not automatically called for redemption prior
to or at maturity, and the ending value of the lowest performing underlying on the final calculation day is less than its threshold value,
they will be fully exposed to the decline in the lowest performing underlying from its starting value and will receive significantly less
than the stated principal amount, and possibly nothing, at maturity; |
| · | seek exposure to the upside performance of any or each underlying beyond the applicable call premiums; |
| · | seek full return of the stated principal amount of the securities at maturity; |
| · | are unwilling to purchase securities with the estimated value set forth on the cover page; |
| · | seek exposure to a basket composed of each underlying or a similar investment in which the overall return
is based on a blend of the performances of the underlyings, rather than solely on the lowest performing underlying; |
| · | are unwilling to accept the risk of exposure to the underlyings; |
| · | seek exposure to the underlyings but are unwilling to accept the risk/return trade-offs inherent in the
terms of the securities; |
| · | are unwilling to accept the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.;
or |
| · | prefer the lower risk of fixed income investments with comparable maturities issued by companies with
comparable credit ratings. |
The considerations identified above are not
exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the
“Summary Risk Factors” herein and the “Risk Factors” in the accompanying product supplement for risks related
to an investment in the securities. For more information about the underlyings, please see the information provided below.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
| Determining Timing and Amount of Payment on the Securities |
Whether the securities are automatically called
for redemption on any call date (including the final calculation day) will be determined based on the closing value of the lowest performing
underlying on the applicable call date as follows:
If the securities are not automatically called
for redemption prior to or at maturity, on the maturity date, you will receive a cash payment per security (the maturity payment amount)
calculated as follows:
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
An investment in the securities is significantly
riskier than an investment in conventional debt securities. The securities 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 securities, and are also subject to risks associated with each of the underlyings. Accordingly, the securities are appropriate
only for investors who are capable of understanding the complexities and risks of the securities. You should consult your own financial,
tax and legal advisors as to the risks of an investment in the securities and the appropriateness of the securities in light of your particular
circumstances.
The following is a summary of certain key risk
factors for investors in the securities. You should read this summary together with the more detailed description of risks relating to
an investment in the securities contained in the section “Risk Factors” beginning on page PS-5 in the accompanying product
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.
You May Lose Some Or All
Of Your Investment.
Unlike conventional debt securities,
the securities do not repay a fixed amount of principal at maturity. Instead, if the securities are not automatically called for redemption
prior to or at maturity, your maturity payment amount will depend on the performance of the lowest performing underlying. If the securities
are not automatically called for redemption prior to or at maturity, and the ending value of the lowest performing underlying on the final
calculation day is less than its threshold value, you will lose 1% of the stated principal amount of the securities for every 1% by which
the lowest performing underlying has declined from its starting value. There is no minimum maturity payment amount on the securities,
and you may lose up to all of your investment.
The Securities Do Not Pay
Interest.
Unlike conventional debt securities, the securities
do not pay interest. You should not invest in the securities if you seek current income during the term of the securities.
Your Potential Return On The Securities Is
Limited.
Your potential return on the securities is limited
to the applicable call premium payable upon automatic call. If the closing value of the lowest performing underlying on one of the call
dates is greater than or equal to its starting value, you will be repaid the stated principal amount of your securities and will receive
the fixed call premium applicable to that call date, regardless of how significantly the closing value of the lowest performing underlying
on that call date may exceed its starting value. Accordingly, any call premium may result in a return on the securities that is significantly
less than the return you could have achieved on a direct investment in the underlyings.
Higher Call Premiums Are Associated With Greater
Risk.
The securities offer the potential to receive
a call premium that reflects a per annum rate that would produce a yield that is generally higher than the yield on our conventional debt
securities of the same maturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date
for the securities, including the risk that the securities will not be automatically called for redemption and the value of what you receive
at maturity may be less than the stated principal amount of your securities and may be zero. The volatility of and correlation between
the underlyings are important factors affecting these risks. Greater expected volatility of and lower expected correlation between the
underlyings as of the pricing date may result in a higher call premium, but would also represent a greater expected likelihood as of the
pricing date that (i) the closing value of the lowest performing underlying on one or more call dates will be less than its starting value,
such that you will not receive any call premium, and (ii) the securities will not be automatically called for redemption and the ending
value of the lowest performing underlying on the final calculation day will be less than its threshold value, such that you will not be
repaid the stated principal amount of your securities at maturity.
The Securities Are Subject To Heightened Risk
Because They Have Multiple Underlyings.
The securities are more risky than similar investments
that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one underlying will perform
poorly, adversely affecting your return on the securities.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
The Securities Are Subject To The Risks Of
Each Of The Underlyings And Will Be Negatively Affected If Any One Underlying Performs Poorly, Regardless Of The Performance Of Any Other
Underlying.
You are subject to risks associated with each
of the underlyings. If any one underlying performs poorly, you will be negatively affected, regardless of the performance of any other
underlying. The securities are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would
be better than the performance of the lowest performing underlying alone. Instead, you are subject to the full risks of whichever of the
underlyings is the lowest performing underlying.
You Will Not Benefit In Any Way From The Performance
Of Any Better Performing Underlying.
The return on the securities depends solely on
the performance of the lowest performing underlying, and you will not benefit in any way from the performance of any better performing
underlying.
You Will Be Subject To Risks Relating To The
Relationship Between The Underlyings.
It is preferable from your perspective for the
underlyings to be correlated with each other, in the sense that they tend to increase or decrease at similar times and by similar magnitudes.
By investing in the securities, you assume the risk that the underlyings will not exhibit this relationship. The less correlated the underlyings,
the more likely it is that any one of the underlyings will perform poorly over the term of the securities. All that is necessary for the
securities to perform poorly is for one of the underlyings to perform poorly; the performance of any underlying that is not the lowest
performing underlying is not relevant to your return on the securities. It is impossible to predict what the relationship between the
underlyings will be over the term of the securities. The underlyings differ in significant ways and, therefore, may not be correlated
with each other.
You May Not Be Adequately Compensated For Assuming
The Downside Risk Of The Lowest Performing Underlying.
The potential call premiums on the securities
are the compensation you receive for assuming the downside risk of the lowest performing underlying, as well as all the other risks of
the securities. That compensation is effectively “at risk” and may, therefore, be less than you currently anticipate. First,
the actual yield you realize on the securities could be lower than you anticipate because the premium is “contingent” and
you may not receive a call premium on any of the call dates. Second, the call premiums are the compensation you receive not only for the
downside risk of the lowest performing underlying, but also for all of the other risks of the securities, including the risk that the
securities may be automatically redeemed prior to maturity, interest rate risk and our and Citigroup Inc.’s credit risk. If those
other risks increase or are otherwise greater than you currently anticipate, the call premiums may turn out to be inadequate to compensate
you for all the risks of the securities, including the downside risk of the lowest performing underlying.
The Securities May Be Automatically Called
For Redemption Prior To Maturity, Limiting The Term Of The Securities.
If the closing value of the lowest performing
underlying on any call date is greater than or equal to its starting value, the securities will be automatically called for redemption.
If the securities are automatically called for redemption following any call date, they will cease to be outstanding and you will not
receive the call premium applicable to any later call date. Moreover, you may not be able to reinvest your funds in another investment
that provides a similar yield with a similar level of risk.
The Securities Offer Downside Exposure To The
Lowest Performing Underlying, But No Upside Exposure To Any Underlying.
You will not participate in any appreciation in
the value of any underlying over the term of the securities. Consequently, your return on the securities will be limited to the applicable
call premium payable upon an automatic call and may be significantly less than the return on any underlying over the term of the securities.
You Will Not Receive Dividends
Or Have Any Other Rights With Respect To The Securities Included In Any Underlying.
You will not receive any dividends
with respect to the securities included in any underlying. This lost dividend yield may be significant over the term of the securities.
The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the securities.
In addition, you will not have voting rights or any other rights with respect to the securities included in any underlying.
The Performance Of The Securities Will Depend
On The Closing Values Of The Underlyings Solely On The Call Dates, Which Makes The Securities Particularly Sensitive To Volatility In
The Closing Values Of The Underlyings On Or Near The Call Dates.
Whether the securities will be automatically called
for redemption will depend on the closing values of the underlyings solely on the call dates, regardless of the closing values of the
underlyings on other days during the term of the securities. If the securities are not automatically called for redemption, what you receive
at maturity will depend solely on the closing value of the lowest performing
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
underlying on the final calculation day, and not
on any other day during the term of the securities. Because the performance of the securities depends on the closing values of the underlyings
on a limited number of dates, the securities will be particularly sensitive to volatility in the closing values of the underlyings. You
should understand that the closing value of each of the underlyings has historically been highly volatile.
The Securities Are Subject
To The Credit Risk Of Citigroup Global Markets Holdings Inc. And Citigroup Inc.
If we default on our obligations
under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the securities.
The Securities Will Not Be Listed On Any Securities
Exchange And You May Not Be Able To Sell Them Prior To Maturity.
The securities will not be listed on any securities
exchange. Therefore, there may be little or no secondary market for the securities. We have been advised that Wells Fargo currently intends
to make a secondary market in relation to the securities. However, Wells Fargo may suspend or terminate making a market without notice,
at any time and for any reason. If Wells Fargo suspends or terminates making a market, there may be no secondary market at all for the
securities because it is likely that Wells Fargo will be the only broker-dealer that is willing to buy your securities prior to maturity.
Accordingly, an investor must be prepared to hold the securities until maturity.
The Estimated Value Of The Securities On The
Pricing Date, Based On CGMI’s Proprietary Pricing Models And Our Internal Funding Rate, Is Less Than The Public Offering Price.
The difference is attributable to certain costs
associated with selling, structuring and hedging the securities that are included in the public offering price. These costs include (i)
any selling concessions or other fees paid in connection with the offering of the securities, (ii) hedging and other costs incurred by
us and our affiliates in connection with the offering of the securities and (iii) the expected profit (which may be more or less than
actual profit) to CGMI or other of our affiliates and/or Wells Fargo or its affiliates in connection with hedging our obligations under
the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the economic terms of the
securities would be more favorable to you. The economic terms of the securities are also likely to be adversely affected by the use of
our internal funding rate, rather than our secondary market rate, to price the securities. See “The Estimated Value Of The Securities
Would Be Lower If It Were Calculated Based On Wells Fargo’s Determination Of The Secondary Market Rate With Respect To Us”
below.
The Estimated Value Of The Securities Was Determined
For Us By Our Affiliate Using Proprietary Pricing Models.
CGMI derived the estimated value disclosed on
the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about
the inputs to its models, such as the volatility of and correlation between the underlyings, dividend yields on the securities included
in the underlyings 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 models and the inputs to the models may prove to be wrong and
therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the
cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes,
including for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead,
you should be willing to hold the securities to maturity irrespective of the initial estimated value.
The Estimated Value Of The Securities Would
Be Lower If It Were Calculated Based On Wells Fargo’s Determination Of The Secondary Market Rate With Respect To Us.
The estimated value of the securities included
in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds
through the issuance of the securities. We expect that our internal funding rate is generally lower than Wells Fargo’s determination
of the secondary market rate with respect to us, which is the rate that we expect Wells Fargo will use in determining the value of the
securities for purposes of any purchases of the securities from you in the secondary market. If the estimated value included in this pricing
supplement were based on Wells Fargo’s determination of the secondary market rate with respect to us, rather than our internal funding
rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the securities,
which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal
funding rate is not an interest rate that is payable on the securities.
Because there is not an active market for traded
instruments referencing our outstanding debt obligations, Wells Fargo may determine the secondary market rate with respect to us for purposes
of any purchase of the securities from you in the secondary market based on the market price of traded instruments referencing the debt
obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the securities, but subject to adjustments
that Wells Fargo may deem appropriate.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
The Estimated Value Of The Securities Is Not
An Indication Of The Price, If Any, At Which Any Person May Be Willing To Buy The Securities From You In The Secondary Market.
Any such secondary market price will fluctuate
over the term of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated
value included in this pricing supplement, we expect that any value of the securities determined for purposes of a secondary market transaction
will be based on Wells Fargo’s determination of the secondary market rate with respect to us, which will likely result in a lower
value for the securities than if our internal funding rate were used. In addition, we expect that any secondary market price for the securities
will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased
in the secondary market transaction, and may be reduced by the expected cost of unwinding related hedging transactions. As a result, it
is likely that any secondary market price for the securities will be less than the public offering price.
The Value Of The Securities Prior To Maturity
Will Fluctuate Based On Many Unpredictable Factors.
The value of your securities prior to maturity
will fluctuate based on the closing values of the underlyings, the volatility of the closing values of the underlyings, the correlation
between the underlyings, dividend yields on the securities included in the underlyings, interest rates generally, the time remaining to
maturity and our and Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate, among other factors described
under “Risk Factors—General Risk Factors Relating To All Securities— The
Value Of Your Securities Prior To Maturity Will Fluctuate Based On Many Unpredictable Factors” in the accompanying product supplement.
Changes in the closing values of the underlyings may not result in a comparable change in the value of your securities. You should understand
that the value of your securities at any time prior to maturity may be significantly less than the public offering price.
We Have Been Advised That, Immediately Following
Issuance, Any Secondary Market Bid Price Provided By Wells Fargo, And The Value That Will Be Indicated On Any Brokerage Account Statements
Prepared By Wells Fargo 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 Securities” in this pricing supplement.
The Russell 2000® Index Is Subject
To Risks Associated With Small Capitalization Stocks.
The stocks that constitute the Russell 2000®
Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more volatile
than stock prices of large capitalization companies. These companies tend to be less well-established than large market capitalization
companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment
could be a factor that limits downward stock price pressure under adverse market conditions.
Our Offering Of The Securities Is Not A Recommendation
Of Any Underlying.
The fact that we are offering the securities does
not mean that we or Wells Fargo or its affiliates believe that investing in an instrument linked to the underlyings is likely to achieve
favorable returns. In fact, as we and Wells Fargo and its affiliates are each part of respective global financial institutions, our affiliates
and affiliates of Wells Fargo may have positions (including short positions) in the underlyings or in instruments related to the underlyings,
and may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlyings. These and
other activities of our affiliates or of Wells Fargo or its affiliates may affect the closing values of the underlyings in a way that
negatively affects the value of and your return on the securities.
The Closing Value Of An Underlying May Be Adversely
Affected By Our Or Our Affiliates’, Or By Wells Fargo And Its Affiliates’, Hedging And Other Trading Activities.
We have hedged our obligations under the securities
through CGMI or other of our affiliates and/or Wells Fargo or its affiliates, who have taken positions in the underlyings or in financial
instruments related to the underlyings and may adjust such positions during the term of the securities. Our affiliates and Wells Fargo
and its affiliates also take positions in the underlyings or in financial instruments related to the underlyings on a regular basis (taking
long or 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 values of the underlyings in a way that negatively affects the value of and your
return on the securities. They could also result in substantial returns for us or our affiliates or Wells Fargo and its affiliates while
the value of the securities declines.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
We And Our Affiliates And Wells Fargo And Its
Affiliates May Have Economic Interests That Are Adverse To Yours As A Result Of Our And Their Respective Business Activities.
Our affiliates and Wells Fargo and its 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 underlyings in a way that
negatively affects the value of and your return on the securities. They could also result in substantial returns for us or our affiliates
or Wells Fargo or its affiliates while the value of the securities declines. In addition, in the course of this business, we or our affiliates
or Wells Fargo or its 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 Securities.
If certain events occur during the term of the
securities, such as market disruption events and other events with respect to an underlying, CGMI, as calculation agent, will be required
to make discretionary judgments that could significantly affect your return on the securities. 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 securities. See
“Risk Factors—General Risk Factors Relating To All Securities—The Calculation Agent, Which Is An Affiliate Of
Ours, Will Make Important Determinations With Respect To The Securities” in the accompanying product supplement.
Changes That Affect The Underlyings May Affect
The Value Of Your Securities.
The sponsors of the underlyings may at any time
make methodological changes or other changes in the manner in which they operate that could affect the values of the underlyings. We are
not affiliated with any such underlying sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such
changes could adversely affect the performance of the underlyings and the value of and your return on the securities.
A Call Settlement Date Or The Stated Maturity
Date May Be Postponed If A Call Date is Postponed.
A call date (including the final calculation day)
with respect to an underlying will be postponed for non-trading days and certain market disruption events. If such a postponement occurs,
the related call settlement date or maturity date, as applicable, will be postponed. For more information regarding adjustments to the
calculation days and payment dates and the circumstances that may result in a market disruption event, see the relevant sections of the
accompanying product supplement.
The U.S. Federal Tax Consequences Of An Investment
In The Securities Are Unclear.
There is no direct legal authority regarding the
proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”).
Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the
treatment of the securities as prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the securities,
the tax consequences of the ownership and disposition of the securities might be materially and adversely affected. Moreover, future legislation,
Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.
If you are a non-U.S. investor, you should review the discussion of
withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.
You should read carefully the discussion under
“United States Federal Tax Considerations” and “General Risk Factors Relating to All Securities” in the accompanying
product supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your
tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
| Hypothetical Examples and Returns |
The payout profile, return table and examples
below illustrate how to determine the payment on the securities, assuming the various hypothetical closing 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 on
the securities will be. The actual payment on the securities will depend on the actual closing values of the underlyings on the call dates.
The examples below are based on the following
hypothetical values and do not reflect the actual starting values or threshold values of the underlyings. For the actual starting value
and threshold value of each underlying, see “Terms of the Securities” above. We have used these hypothetical values, rather
than the actual values, to simplify the calculations and aid understanding of how the securities work. However, you should understand
that the actual payment on the securities will be calculated based on the actual starting value and threshold value of each underlying,
and not the hypothetical values indicated below.
| Underlying |
Hypothetical starting value |
Hypothetical threshold value |
| Nasdaq-100 Index® |
100.00 |
60.00 (60% of its hypothetical starting value) |
| Russell 2000® Index |
100.00 |
60.00 (60% of its hypothetical starting value) |
| Dow Jones Industrial Average™ |
100.00 |
60.00 (60% of its hypothetical starting value) |
Hypothetical Payout Profile
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
Hypothetical Returns
If the securities are automatically called:
| Hypothetical call date on which securities are automatically called |
Hypothetical payment per security on related call settlement date |
Hypothetical total pre-tax rate of return |
| 1st call date |
$1,161.00 |
16.10% |
| 2nd call date |
$1,322.00 |
32.20% |
| 3rd call date |
$1,483.00 |
48.30% |
If the securities are not automatically called:
| |
|
|
|
|
Hypothetical
ending value of the lowest performing underlying
on the final calculation day
|
Hypothetical performance factor of lowest performing underlying on final calculation day |
Hypothetical maturity payment amount per security |
Hypothetical total pre-tax rate of return |
| 99.00 |
99.00% |
$1,000.00 |
0.00% |
| 90.00 |
90.00% |
$1,000.00 |
0.00% |
| 80.00 |
80.00% |
$1,000.00 |
0.00% |
| 70.00 |
70.00% |
$1,000.00 |
0.00% |
| 60.00 |
60.00% |
$1,000.00 |
0.00% |
| 59.99 |
59.99% |
$599.90 |
-40.01% |
| 50.00 |
50.00% |
$500.00 |
-50.00% |
| 25.00 |
25.00% |
$250.00 |
-75.00% |
| 0.00 |
0.00% |
$0.00 |
-100.00% |
Hypothetical Examples
If the securities are automatically called:
| |
Hypothetical closing value of Nasdaq-100 Index® on hypothetical call date |
Hypothetical closing value of Russell 2000® Index on hypothetical call date |
Hypothetical closing value of Dow Jones Industrial Average™ on hypothetical call date |
Hypothetical payment per security on related call settlement date |
| Example 1 (first call date): |
140.00
(performance
factor =
140.00 / 100.00 = 1.40)
|
150.00
(performance
factor =
150.00 / 100.00 = 1.50) |
160.00
(performance
factor =
160.00 / 100.00 = 1.60) |
$1,161.00 |
| Example 2 (final calculation day): |
110.00
(performance
factor =
110.00 / 100.00 = 1.10)
|
105.00
(performance
factor =
105.00 / 100.00 = 1.05)
|
120.00
(performance
factor =
120.00 / 100.00 = 1.20)
|
$1,483.00 |
Example 1—Automatic Call Prior to Maturity.
On the first call date, the Nasdaq-100 Index® has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the hypothetical closing value of the lowest performing underlying on the first call date is greater
than its starting value.
Because
the closing value of the lowest performing underlying on the first call date is greater than its starting value, the securities would
be automatically called for redemption on the related call settlement date for an amount in cash per security equal to $1,000 plus
the call premium of 16.10% of the stated principal amount. In this example, the total payment upon automatic call would be $1,161.00 per
security.
Even
though the lowest performing underlying appreciated by a percentage greater than the call premium from its starting value to its closing
value on the first call date in this example, your return is limited to the applicable call premium. In this scenario, an investment in
the securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the lowest performing
underlying. If the securities are automatically called for redemption prior to maturity, they will cease to be outstanding on
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
the related
call settlement date, you will have no further rights under the securities after the related call settlement date and you will not receive
the call premium applicable to any later call date.
Example 2—Automatic Call at Maturity.
The securities are not automatically called prior to maturity. On the final calculation day, the Russell 2000® Index
has the lowest performance factor and, therefore, is the lowest performing underlying. In this scenario, the hypothetical closing value
of the lowest performing underlying on the final calculation day is greater than its starting value.
Because
the closing value of the lowest performing underlying on each call date prior to the last call date (which is the final calculation day)
is less than its starting value, the securities are not automatically called prior to maturity. Because the closing value of the lowest
performing underlying on the final calculation day is greater than its starting value, the securities
would be automatically called for redemption on the related call settlement date (which is the maturity date) for an amount in cash per
security equal to $1,000 plus the call premium of 48.30% of the stated principal amount. In this example, the total payment upon
automatic call would be $1,483.00 per security.
If the securities
are not automatically called:
| |
Hypothetical ending value of Nasdaq-100 Index® |
Hypothetical ending value of Russell 2000® Index |
Hypothetical ending value of Dow Jones Industrial Average™ |
Hypothetical maturity payment amount per security: |
| Example 3: |
110.00
(performance
factor =
110.00 / 100.00 = 1.10)
|
95.00
(performance
factor =
95.00 / 100.00 = 0.95) |
75.00
(performance
factor =
75.00 / 100.00 = 0.75) |
$1,000.00 |
| Example 4: |
30.00
(performance
factor =
30.00 / 100.00 = 0.30) |
50.00
(performance
factor =
50.00 / 100.00 = 0.50) |
120.00
(performance
factor =
120.00 / 100.00 = 1.20) |
$300.00 |
Example 3—Par Scenario. On the final
calculation day, the Dow Jones Industrial Average™ has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the hypothetical ending value of the lowest performing underlying on the final calculation day is less
than its starting value but greater than its threshold value.
Maturity payment amount per security = $1,000
Because the ending value of the lowest performing
underlying on the final calculation day is less than its starting value but greater than its threshold value, you would be repaid the
stated principal amount of your securities at maturity but would not receive any positive return on your investment.
Example 4—Downside Scenario. On the
final calculation day, the Nasdaq-100 Index® has the lowest performance factor and, therefore, is the lowest performing
underlying. In this scenario, the hypothetical ending value of the lowest performing underlying on the final calculation day is less
than its threshold value.
Maturity payment amount per security = $1,000 × the
performance factor of the lowest performing underlying on the final calculation day
= $1,000 × 0.30
= $300
Because the ending value of the lowest performing
underlying on the final calculation day is less than its threshold value, your maturity payment amount in this scenario would reflect
1-to-1 exposure to the negative performance of the lowest performing underlying.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
|
Information About the Nasdaq-100 Index® |
The Nasdaq-100
Index® is a modified market capitalization-weighted index of stocks of the 100 largest non-financial companies listed on
the Nasdaq Stock Market. All stocks included in the Nasdaq-100 Index® are traded on a major U.S. exchange. The Nasdaq-100
Index® was developed by the Nasdaq Stock Market, Inc. and is calculated, maintained and published by Nasdaq, Inc.
Please refer
to the section “Equity Index Descriptions—The Nasdaq-100 Index®” in the accompanying underlying supplement
for additional information.
We have
derived all information regarding the Nasdaq-100 Index® from publicly available information and have not independently
verified any information regarding the Nasdaq-100 Index®. This pricing supplement relates only to the securities and not
to the Nasdaq-100 Index®. We make no representation as to the performance of the Nasdaq-100 Index® over
the term of the securities.
The securities
represent obligations of Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Nasdaq-100 Index®
is not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical
Information
The closing
value of the Nasdaq-100 Index® on April 16, 2025 was 18,257.64.
The graph
below shows the closing value of the Nasdaq-100 Index® for each day such value was available from January 2, 2020 to April
16, 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.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
|
Information About the Russell 2000® Index |
The Russell 2000® Index is designed
to track the performance of the small capitalization segment of the U.S. equity market. All stocks included in the Russell 2000®
Index are traded on a major U.S. exchange. It is calculated and maintained by FTSE Russell.
Please refer to the section “Equity Index
Descriptions—The Russell Indices” in the accompanying underlying supplement for additional information.
We have derived all information regarding the
Russell 2000® Index from publicly available information and have not independently verified any information regarding the
Russell 2000® Index. This pricing supplement relates only to the securities and not to the Russell 2000®
Index. We make no representation as to the performance of the Russell 2000® Index over the term of the securities.
The securities represent obligations of Citigroup
Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Russell 2000® Index is not involved
in any way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the Russell 2000® Index on April
16, 2025 was 1,863.479.
The graph below shows the closing value of the
Russell 2000® Index for each day such value was available from January 2, 2020 to April 16, 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.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
|
Information About the Dow Jones Industrial Average™ |
The Dow Jones Industrial Average™
is a price-weighted index rather than a market capitalization-weighted index. The Dow Jones Industrial Average™ consists
of 30 common stocks chosen as representative of the broad market of U.S. industry. It is calculated and maintained by S&P Dow Jones
Indices LLC.
Please refer to the section “Equity Index
Descriptions—The Dow Jones Industrial Average™” in the accompanying underlying supplement for additional
information.
We have derived all information regarding the
Dow Jones Industrial Average™ from publicly available information and have not independently verified any information
regarding the Dow Jones Industrial Average™. This pricing supplement relates only to the securities and not to the Dow
Jones Industrial Average™. We make no representation as to the performance of the Dow Jones Industrial Average™
over the term of the securities.
The securities represent obligations of Citigroup
Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The sponsor of the Dow Jones Industrial Average™ is
not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.
Historical Information
The closing value of the Dow Jones Industrial
Average™ on April 16, 2025 was 39,669.39.
The graph below shows the closing value of the
Dow Jones Industrial Average™ for each day such value was available from January 2, 2020 to April 16, 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.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
| United States Federal Tax Considerations |
You should read carefully the discussion under
“United States Federal Tax Considerations” and “General Risk Factors Relating to All Securities” in the accompanying
product supplement and “Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk &
Wardwell LLP, which is based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal
income tax purposes. By purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the
contrary) to this treatment. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected
and subject to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following
U.S. federal income tax consequences should result under current law:
| · | You should not recognize taxable income over the term of the securities prior to maturity, other than
pursuant to a sale or exchange. |
| · | Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital
gain or loss equal to the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term
capital gain or loss if you held the security for more than one year. |
We do not plan to request a ruling from the IRS
regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the
tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In addition,
the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of
“prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject
of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult your tax
adviser regarding possible alternative tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. Subject to the discussions
below and in “United States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder
(as defined in the accompanying product supplement) of the securities, you generally should not be subject to U.S. federal withholding
or income tax in respect of any amount paid to you with respect to the securities, provided that (i) income in respect of the securities
is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification
requirements.
As discussed under “United States Federal
Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code
and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying
Equities”) or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially
replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury
regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that
do not have a “delta” of one. Based on the terms of the securities and representations provided by us, our counsel is of the
opinion that the securities should not be treated as transactions that have a “delta” of one within the meaning of the regulations
with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m).
A determination that the securities are not subject
to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its
application may depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding
the potential application of Section 871(m) to the securities.
If withholding tax applies to the securities,
we will not be required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United
States Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with
that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning
and disposing of the securities.
You should also consult your tax adviser regarding
all aspects of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
| Supplemental Plan of Distribution |
Pursuant to the terms of the Amended and Restated
Global Selling Agency Agreement, dated April 7, 2017, CGMI, acting as principal, will purchase the securities from Citigroup Global Markets
Holdings Inc. CGMI, as the lead agent for the offering, has agreed to sell the securities to Wells Fargo, as agent. Wells Fargo
will receive an underwriting discount and commission of 1.575% ($15.75) for each security it sells. Wells Fargo may pay selected
dealers, which may include WFA, a fixed selling commission of 1.00% ($10.00) for each security they sell. In addition to the selling commission
allowed to WFA, Wells Fargo may pay $0.75 per security of the underwriting discount and commission to WFA as a distribution expense fee
for each security sold by WFA.
In addition, in respect of certain securities
sold in this offering, CGMI may pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and
other services in connection with the distribution of the securities to other securities dealers.
For the avoidance of doubt, the fees and selling
concessions described in this pricing supplement will not be rebated if the securities are automatically redeemed prior to maturity.
| Valuation of the Securities |
CGMI calculated the estimated value of the securities
set forth on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated
an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate
the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments
underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond
component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based
on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component
based on various inputs, including the factors described under “Summary Risk Factors—The Value Of The Securities Prior To
Maturity 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.
We have been advised that, for a period of approximately
three months following issuance of the securities, the price, if any, at which Wells Fargo would be willing to buy the securities from
investors, and the value that will be indicated for the securities on any brokerage account statements prepared by Wells Fargo or its
affiliates, 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 costs associated with selling, structuring and hedging the securities that are included in the
public offering price of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis
over the three-month temporary adjustment period. However, Wells Fargo is not obligated to buy the securities from investors at any time.
See “Summary Risk Factors—The Securities Will Not Be Listed On Any Securities Exchange And You May Not Be Able To Sell Them
Prior To Maturity.”
| Validity of the Securities |
In the opinion of Davis Polk & Wardwell LLP,
as special products counsel to Citigroup Global Markets Holdings Inc., when the securities 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 securities 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 securities.
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 securities nor the issuance and delivery of the securities and the related guarantee, nor the compliance by Citigroup Global Markets
Holdings Inc. and Citigroup Inc. with the terms of the securities 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.
| Market Linked Securities—Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the Dow Jones Industrial Average™ due April 20, 2028 | |
In the opinion of Alexia Breuvart, Secretary and
General Counsel of Citigroup Global Markets Holdings Inc., (i) the terms of the securities 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 securities 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 securities 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 securities 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
© 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.
424B2
EX-FILING FEES
0000831001
333-270327
0000831001
1
2025-04-18
2025-04-18
0000831001
2
2025-04-18
2025-04-18
0000831001
2025-04-18
2025-04-18
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
S-3
Citigroup Global Markets Holdings Inc.
Citigroup Inc., as Guarantor
Table 1: Newly Registered and Carry Forward Securities
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Line Item Type |
|
Security Type |
|
Security Class Title |
|
Notes |
|
Fee Calculation
Rule |
|
Amount Registered |
|
Proposed Maximum Offering
Price Per Unit |
|
Maximum Aggregate Offering Price |
|
Fee Rate |
|
Amount of Registration Fee |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Newly Registered Securities |
| Fees to be Paid |
|
Debt |
|
Citigroup Global Markets Holdings Inc. Medium-Term Senior Notes, Series N |
|
(1) |
|
457(r) |
|
2,250 |
|
$ |
1,000 |
|
$ |
2,250,000 |
|
0.0001531 |
|
$ |
344.48 |
| Fees to be Paid |
|
Other |
|
Citigroup Inc. Guarantee of Medium-Term Senior Notes, Series N |
|
(2) |
|
Other |
|
0 |
|
$ |
0.00 |
|
$ |
0.00 |
|
0.0001531 |
|
$ |
0.00 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Offering Amounts: |
|
$ |
2,250,000 |
|
|
|
$ |
344.48 |
| Total Fees Previously Paid: |
|
|
|
|
|
|
|
0.00 |
| Total Fee Offsets: |
|
|
|
|
|
|
|
0.00 |
| Net Fee Due: |
|
|
|
|
|
|
$ |
344.48 |
__________________________________________
Offering Note(s)
| (1) | |
The filing fee paid with this filing pursuant to Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), was originally deferred in accordance with Rule 456(b) under the
Securities Act. |
| (2) | |
No separate consideration will be received for the guarantee, and pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable. |
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $2,250,000. The
prospectus is a final prospectus for the related offering.
v3.25.1
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v3.25.1
Offerings
|
Apr. 18, 2025
USD ($)
shares
|
| Offering: 1 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Debt
|
| Security Class Title |
Citigroup Global Markets Holdings Inc. Medium-Term Senior Notes, Series N
|
| Amount Registered | shares |
2,250
|
| Proposed Maximum Offering Price per Unit |
1,000
|
| Maximum Aggregate Offering Price |
$ 2,250,000
|
| Fee Rate |
0.01531%
|
| Amount of Registration Fee |
$ 344.48
|
| Offering Note |
The filing fee paid with this filing pursuant to Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), was originally deferred in accordance with Rule 456(b) under the
Securities Act.
|
| Offering: 2 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Other Rule |
true
|
| Security Type |
Other
|
| Security Class Title |
Citigroup Inc. Guarantee of Medium-Term Senior Notes, Series N
|
| Amount Registered | shares |
0
|
| Proposed Maximum Offering Price per Unit |
0.00
|
| Maximum Aggregate Offering Price |
$ 0.00
|
| Fee Rate |
0.01531%
|
| Amount of Registration Fee |
$ 0.00
|
| Offering Note |
No separate consideration will be received for the guarantee, and pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable.
|
| X |
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