Primary Offering Prospectus (Form 424B2)

Pricing Supplement No. 2025-USNCH29111 to Product Supplement No. EA-02-10 dated March 7, 2023, Prospectus Supplement and Prospectus each dated March 7, 2023 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-270327 and 333-270327-01 Dated October 24, 2025 Citigroup Global Markets Holdings Inc. $25,000,000 Autocallable GEARS

Linked to the Common Stock of Molina Healthcare, Inc. Due March 28, 2028

All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.

Investment Description

The Autocallable GEARS offered by this pricing supplement (the "securities") are unsecured, unsubordinated debt obligations of Citigroup Global Markets Holdings Inc. (the "issuer"), guaranteed by Citigroup Inc. (the "guarantor"), with a return at maturity linked to the performance of the common stock of Molina Healthcare, Inc. (the "underlying"). If the closing price of the underlying on the interim valuation date is greater than or equal to the autocall barrier, we will automatically call the securities and pay you a call price equal to the stated principal amount per security plus the call return specified below. At maturity, if the securities have not previously been automatically called, the amount you receive will depend on the performance of the underlying from the initial underlying price to the final underlying price. The final underlying price will be equal to the arithmetic average of the closing prices of the underlying on each of the valuation dates. If the underlying return is positive, the issuer will repay the stated principal amount of the securities at maturity and pay a return equal to the underlying return multiplied by the upside gearing of 1.75. However, if the underlying return is negative, you will be fully exposed to the negative underlying return and the issuer will pay you less than the stated principal amount at maturity, resulting in a loss on the stated principal amount to investors that is proportionate to the percentage decline in the price of the underlying. In this case, you will have full downside exposure to the underlying from the initial underlying price to the final underlying price, and could lose all of your initial investment. Investing in the securities involves significant risks. You may lose a substantial portion or all of your initial investment. Any payment on the securities, including any repayment of the stated principal amount provided at maturity or earlier automatic call, is subject to the creditworthiness of the issuer and the guarantor. If the issuer and the guarantor were to default on their obligations, you might not receive any amounts owed to you under the securities and you could lose your entire investment.

Features

Key Dates

NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT SECURITIES. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY YOUR INITIAL INVESTMENT IN THE SECURITIES AT MATURITY, AND THE SECURITIES HAVE THE FULL DOWNSIDE MARKET RISK OF THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING AN OBLIGATION OF CITIGROUP GLOBAL MARKETS HOLDINGS INC. THAT IS GUARANTEED BY CITIGROUP INC. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE AND, ACCORDINGLY, MAY HAVE LIMITED OR NO LIQUIDITY.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER "SUMMARY RISK FACTORS" BEGINNING ON PAGE PS-6 OF THIS PRICING SUPPLEMENT AND UNDER "RISK FACTORS RELATING TO THE SECURITIES" BEGINNING ON PAGE EA-7 OF THE ACCOMPANYING PRODUCT SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE SECURITIES.

Security Offering

We are offering Autocallable GEARS Linked to the Common Stock of Molina Healthcare, Inc. Any return at maturity will be determined by the performance of the underlying. The securities are our unsecured, unsubordinated debt obligations, guaranteed by Citigroup Inc., and are offered for a minimum investment of 100 securities at the issue price described below.

Underlying	Initial Underlying Price	Autocall Barrier*	Call Return	Upside Gearing	CUSIP/ ISIN
Common stock of Molina Healthcare, Inc. (Ticker: MOH)	$161.00	$177.10, 110.00% of the initial underlying price	39.50% of the stated principal amount	1.75	17333P460 / US17333P4607

*The autocall barrier for the underlying may be rounded to the nearest cent.

See "Additional Terms Specific to the Securities" in this pricing supplement. The securities will have the terms specified in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense. The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

	Issue Price(1)	Underwriting Discount(2)	Proceeds to Issuer
Per security	$10.00	$0.025	$9.975
Total	$25,000,000.00	$62,500.00	$24,937,500.00

⁽¹⁾ On the date of this pricing supplement, the estimated value of the securities is $9.877 per security, which is less than the issue price. The estimated value of the securities is based on proprietary pricing models of Citigroup Global Markets Inc. ("CGMI") 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 CGMI or any other 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⁾ The underwriting discount is $0.025 per security. CGMI, acting as principal, has agreed to purchase from Citigroup Global Markets Holdings Inc., and Citigroup Global Markets Holdings Inc. has agreed to sell to CGMI, the aggregate stated principal amount of the securities set forth above for $9.975 per security. UBS Financial Services Inc. ("UBS"), acting as principal, has agreed to purchase from CGMI, and CGMI has agreed to sell to UBS, all of the securities for $9.975 per security. UBS will receive an underwriting discount of $0.025 for each security it sells. UBS proposes to offer the securities to the public at a price of $10.00 per security. For additional information on the distribution of the securities, see "Supplemental Plan of Distribution" in this pricing supplement. In addition to the underwriting discount, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See "Use of Proceeds and Hedging" in the accompanying prospectus.

Citigroup Global Markets Inc.

UBS Financial Services Inc.

Additional Information About the Securities

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, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect whether the securities are automatically called prior to maturity and whether you are repaid the stated principal amount of your securities at maturity. These events and their consequences are described in the accompanying product supplement in the sections "Description of the Securities-Consequences of a Market Disruption Event; Postponement of a Valuation Date," and "Description of the Securities-Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF-Dilution and Reorganization Adjustments" and "-Delisting of an Underlying Company," and not in this pricing supplement. It is important that you read the accompanying product 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.

You may access the accompanying product supplement, prospectus supplement and prospectus on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant dates on the SEC website):

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Product Supplement No. EA-02-10 dated March 7, 2023:

https://www.sec.gov/Archives/edgar/data/200245/000095010323003818/dp190217_424b2-ea0210.htm

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Prospectus Supplement and Prospectus each dated March 7, 2023:

https://www.sec.gov/Archives/edgar/data/200245/000119312523063080/d470905d424b2.htm

References to "Citigroup Global Markets Holdings Inc.," "Citigroup," "we," "our" and "us" refer to Citigroup Global Markets Holdings Inc. and not to any of its subsidiaries. References to "Citigroup Inc." refer to Citigroup Inc. and not to any of its subsidiaries. In this pricing supplement, "securities" refers to the Autocallable GEARS Linked to the Common Stock of Molina Healthcare, Inc. that are offered hereby, unless the context otherwise requires.

This pricing supplement, together with the documents listed above, contains the terms of the securities and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. The description in this pricing supplement of the particular terms of the securities supplements, and, to the extent inconsistent with, replaces, the descriptions of the general terms and provisions of the debt securities set forth in the accompanying product supplement, prospectus supplement and prospectus. You should carefully consider, among other things, the matters set forth in "Summary Risk Factors" in this pricing supplement and "Risk Factors Relating to the Securities" in the accompanying product supplement, as the securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers in connection with your decision to invest in the securities.

Investor Suitability

The suitability considerations identified below are not exhaustive. Whether or not the securities are a suitable 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 advisers have carefully considered the suitability of an investment in the securities in light of your particular circumstances. You should also review "Summary Risk Factors" beginning on page PS-6 of this pricing supplement, "Molina Healthcare, Inc." beginning on page PS-13 of this pricing supplement and "Risk Factors Relating to the Securities" beginning on page EA-7 of the accompanying product supplement.

Investment Timeline

	Strike date:		The closing price of the underlying (initial underlying price) is observed and the autocall barrier is determined.
	Interim valuation date:		The securities will be automatically called if the closing price of the underlying is equal to or greater than the autocall barrier. If the securities are automatically called, we will pay you on the call settlement date a cash payment per security equal to the stated principal amount plus the call price and no further amount will be paid to you.
	Valuation dates (if not previously automatically redeemed):		The final underlying price is determined based on the closing prices of the underlying on each of the valuation dates, beginning on March 20, 2028.
	Maturity date:		The final underlying price is determined on the final valuation date and the underlying return is calculated. If the underlying return is zero or positive, Citigroup Global Markets Holdings Inc. will pay you a cash payment per $10.00 stated principal amount of securities that provides you with the stated principal amount of $10.00 plus a return equal to the underlying return multiplied by 1.75, calculated as follows: $10.00 × [1 + (underlying return × upside gearing)] If the underlying return is negative, Citigroup Global Markets Holdings Inc. will pay you a cash payment at maturity less than the stated principal amount of $10.00 per security, resulting in a loss on the stated principal amount that is proportionate to the percentage decline in the price of the underlying, calculated as follows: $10.00 × (1 + underlying return) In this scenario, you will be exposed to the full negative underlying return and you will lose some or all of the stated principal amount in an amount proportionate to the percentage decline in the underlying.

Summary Risk Factors

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 the underlying. Accordingly, the securities are suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisers as to the risks of an investment in the securities and the suitability 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 Relating to the Securities" beginning on page EA-7 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.

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You may lose some or all of your investment - The securities differ from ordinary debt securities in that we will not necessarily repay the full stated principal amount of your securities at maturity. If the securities are not automatically called on the interim valuation date and the final underlying price is less than the initial underlying price, you will lose 1% of the stated principal amount of the securities for every 1% by which the final underlying price is less than the initial underlying price. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment in the securities.

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The securities do not pay interest - Unlike conventional debt securities, the securities do not pay interest or any other amounts prior to maturity or earlier automatic call. You should not invest in the securities if you seek current income during the term of the securities.

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The final underlying price and, consequently the payment at maturity, will be based on averaging over the valuation dates - Because your payment at maturity is based on the final underlying price of the underlying, which is the arithmetic average of the closing prices of the underlying on the valuation dates, your return on the securities may be lower than the percentage change in the price of the underlying from the strike date to the final valuation date, and could be negative even if the underlying remained flat or appreciated over the term of the securities.

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The appreciation potential of the securities is limited if the securities are automatically called - Your potential total return on the securities upon automatic call is limited to the call return, which will only be received if the securities are called. If the securities are called prior to maturity, you will not participate in any potential appreciation of the underlying. As a result, the return on an investment in the securities if the securities are automatically called may be significantly less than the return on a hypothetical direct investment in the underlying.

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Investing in the securities is not equivalent to investing in the underlying - You will not have voting rights, rights to receive any dividends or other distributions or any other rights with respect to the underlying. It is important to understand that, for purposes of measuring the performance of the underlying, the prices used will not reflect the receipt or reinvestment of dividends or distributions on the underlying. Dividend or distribution yield on the underlying would be expected to represent a significant portion of the overall return on a direct investment in the underlying, but will not be reflected in the performance of the underlying as measured for purposes of the securities (except to the extent that dividends and distributions reduce the price of the underlying).

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The securities may be automatically called prior to maturity - If the closing price of the underlying on the interim valuation date is greater than or equal to the autocall barrier, your securities will be automatically called. Thus, the term of the securities may be limited to as short as approximately one year. If the securities are automatically called prior to maturity, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk.

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The probability that the final underlying price will fall below the initial underlying price will depend in part on the volatility of the underlying - "Volatility" refers to the frequency and magnitude of changes in the price of the underlying. In general, the greater the volatility of the underlying, the greater the probability that the underlying will experience a large decline over the term of the securities and that the final underlying price will fall below the initial underlying price. The underlying has historically experienced significant volatility. As a result, there is a significant risk that the final underlying price will fall below the initial underlying price and that you will incur a significant loss on your investment in the securities. The terms of the securities are set, in part, based on expectations about the volatility of the underlying as of the strike date. If expectations about the volatility of the underlying change over the term of the securities, the value of the securities may be adversely affected, and if the actual volatility of the underlying proves to be greater than initially expected, the securities may prove to be riskier than expected on the strike date.

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The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. - Any payment on the securities will be made by Citigroup Global Markets Holdings Inc. and is guaranteed by Citigroup Inc., and therefore is subject to the credit risk of both 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 any payments that become due under the securities. As a result, the value of the securities prior to maturity will be affected by changes in the market's view of our and Citigroup Inc.'s creditworthiness. Any decline, or anticipated decline, in either of our or Citigroup Inc.'s credit ratings or increase, or anticipated increase, in the credit spreads charged by the market for taking either of our or Citigroup Inc.'s credit risk is likely to adversely affect the value of the securities.

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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. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily basis. Any indicative bid price for the securities 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 securities 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 securities because it is likely that

CGMI 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.

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The estimated value of the securities on the trade date, based on CGMI's proprietary pricing models and our internal funding rate, is less than the issue price - The difference is attributable to certain costs associated with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) the underwriting discount 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 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 our secondary market rate" below.

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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 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 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.

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The estimated value of the securities would be lower if it were calculated based on our secondary market rate - 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. Our internal funding rate is generally lower than our secondary market rate, which is the rate that CGMI 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 our secondary market rate, 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 we will pay to investors in the securities, which do not bear interest.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate 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 CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects the market's perception of our parent company's creditworthiness as adjusted for discretionary factors such as CGMI's preferences with respect to purchasing the securities prior to maturity.

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The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other 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, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition, 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 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 issue price.

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The value of your securities prior to maturity will fluctuate based on many unpredictable factors - As described under "Valuation of the securities" below, the payout on the securities could be replicated by a hypothetical package of financial instruments consisting of a fixed-income bond and one or more derivative instruments. As a result, the factors that influence the values of fixed-income bonds and derivative instruments will also influence the terms of the securities at issuance and the value of the securities prior to maturity. Accordingly, the value of your securities prior to maturity will fluctuate based on the price of the underlying and a number of other factors, including those described below. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The paragraphs below describe what we expect to be the impact on the value of the securities of a change in a specific factor, assuming all other conditions remain constant. You should understand that the value of your securities at any time prior to maturity may be significantly less than the stated principal amount.

Price of the underlying. We expect that the value of the securities at any time will depend substantially on the price of the underlying at that time.

The price of the underlying will be influenced by the results of operations of the underlying issuer and by complex and interrelated political, economic, financial and other factors that can affect the capital markets generally or the market segment of which the underlying issuer is a part. Our, or our counterparties', hedging activity in the underlying, the issuance of other securities similar to the securities and trading and other activities by us, our affiliates or other market participants can also affect the price of the underlying.

Volatility of the underlying. If the expected volatility of the underlying increases during the term of the securities, the value of the securities is likely to decrease because of a perceived increase in the likelihood that the final underlying price will be less than the initial underlying price.

Dividend yield on the underlying. If the dividend yield on the underlying increases, we expect that the value of the securities may decrease. You will not be entitled to receive any dividends paid on the underlying during the term of the securities and the value of any shares of the underlying you may receive at maturity will generally not reflect the value of such dividend payments.

Interest rates. We expect that the value of the securities will be affected by changes in U.S. interest rates. In general, if U.S. interest rates increase, the value of the securities may decrease.

Time remaining to maturity. At any given time, a portion of the value of the securities will be attributable to time value, which is based on the amount of time then remaining to maturity. If you are able to sell the securities at any time prior to maturity, you will be giving up any increase in the time value of the securities that may result as the time remaining to maturity shortens.

Creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Therefore, actual or anticipated changes in the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc., as reflected in our secondary market rate, may affect the value of the securities.

It is important for you to understand that the impact of one of the factors specified above may offset, or magnify, some or all of any change in the value of the securities attributable to another factor.

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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 decline to zero over the temporary adjustment period. See "Valuation of the Securities" in this pricing supplement.

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Our offering of the securities does not constitute a recommendation of the underlying - You should not take our offering of the securities as an expression of our views about how the underlying will perform in the future or as a recommendation to invest in the underlying, including through an investment in the securities. As we are part of a global financial institution, our affiliates may, and often do, have positions (including short positions) in the underlying that conflict with an investment in the securities. You should undertake an independent determination of whether an investment in the securities is suitable for you in light of your specific investment objectives, risk tolerance and financial resources.

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Single equity risk - The return on the securities, which may be negative, is directly linked to the performance of the underlying. The price of the underlying can rise or fall sharply due to factors specific to that underlying and the underlying issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general stock market volatility and levels, interest rates and economic and political conditions. You, as an investor in the securities, should make your own investigation into the underlying issuer and the underlying. For additional information regarding the underlying issuer, please see the section "Molina Healthcare, Inc." in this pricing supplement and the underlying issuer's SEC filings referred to in that section. We urge you to review financial and other information filed periodically by the underlying issuer with the SEC.

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Any research, opinions or recommendations published or made by CGMI, UBS or their respective affiliates may be inconsistent with an investment in the securities or with each other - CGMI, UBS or their respective affiliates and agents may publish research from time to time on financial markets and other matters that may influence the value of the securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by CGMI, UBS or their respective affiliates or agents may not be consistent with each other and may be modified from time to time without notice. You should make your own independent investigation of the merits of investing in the securities.

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Trading and other transactions by our affiliates, or by UBS or its affiliates, in the equity and equity derivative markets may impair the value of the securities - We have hedged our exposure under the securities through CGMI or other of our affiliates, who have entered into equity and/or equity derivative transactions, such as over-the-counter options or exchange-traded instruments, relating to the underlying or the stocks included in the underlying and may adjust such positions during the term of the securities. It is possible that our affiliates could receive substantial returns from these hedging activities while the value of the securities declines. Our affiliates and UBS and its affiliates may also engage in trading in instruments linked to the underlying on a regular basis as part of their respective general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for customers, including block transactions. Such trading and hedging activities may affect the level of the underlying and reduce the return on your investment in the securities. Our affiliates or UBS or its affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to the underlying. By introducing competing products into the marketplace in this manner, our affiliates or UBS or its affiliates could adversely affect the value of the securities. Any of the foregoing activities described in this paragraph may reflect trading strategies that differ from, or are in direct opposition to, investors' trading and investment strategies relating to the securities.

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We or our affiliates, or UBS or its affiliates, may have economic interests that are adverse to those of the holders of the securities as a result of their respective business activities - Our affiliates, or UBS or its affiliates, may currently or from time to time engage in business with the underlying issuer. These activities may include extending loans to, making equity investments in or providing advisory services to the underlying issuer, including merger and acquisition advisory services. In the course of this business, we or our affiliates, or UBS or its affiliates, may acquire non-public information about the underlying issuer, which will not be disclosed to you. Any prospective purchaser of the securities should undertake an independent investigation of the underlying issuer as in its judgment is appropriate to make an informed decision with respect to an investment in the securities. We do not make any representation or warranty to any purchaser of the securities with respect to any matters whatsoever relating to our affiliates' business with the underlying issuer.

If any of our affiliates, or if UBS or any of its affiliates, is or becomes a creditor of the underlying issuer or otherwise enter into any transaction with the underlying issuer in the course of our business, they may exercise remedies against the underlying issuer without regard to the impact on your interests as a holder of the securities.

Additionally, we or one of our affiliates, or UBS or one of its affiliates, may serve as issuer, agent or underwriter for issuances of other securities or financial instruments with returns linked or related to changes in the price of the underlying. To the extent that we or one of our affiliates, or UBS or one of its affiliates, does so, our or their interests with respect to these products may be adverse to those of the holders of the securities. By introducing competing products into the marketplace in this manner, we or one or more of our affiliates, or UBS or one or more of its affiliates, could adversely affect the value of the securities.

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The historical performance of the underlying is not an indication of the future performance of the underlying - The historical performance of the underlying, which is included in this pricing supplement under "Molina Healthcare, Inc." below, should not be taken as

an indication of the future performance of the underlying during the term of the securities. Changes in the price of the underlying will affect the value of the securities and the payments you will receive on the securities, but it is impossible to predict whether the price of the underlying will fall or rise.

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You will have no rights against the underlying issuer, and you will not receive dividends on the underlying - As a holder of the securities, you will not be entitled to any rights with respect to the underlying or the underlying issuer, including voting rights and rights to receive any dividends or other distributions on the underlying, but you will be subject to all changes affecting the underlying. The underlying issuer is not involved in the offering of the securities in any way, and the underlying issuer does not have any obligation to consider your interests as a holder of securities.

For example, in the event that an amendment is proposed to the underlying issuer's certificate of incorporation or by-laws requiring stockholder approval, you will not be entitled to vote on the amendment. Any such change to the shares of the underlying may adversely affect their price, which will adversely affect the value of the securities and increase the likelihood that you lose money on your investment.

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We have no affiliation with the underlying issuer and are not responsible for its public disclosures - We are not affiliated with the underlying issuer, and the underlying issuer is not involved in this offering of the securities in any way. Consequently, we have no control over the actions of the underlying issuer, including any corporate actions of the type that would require the calculation agent to adjust what you will receive at maturity. The underlying issuer does not have any obligation to consider your interests as an investor in the securities in taking any corporate actions that might affect the value of your securities. None of the money you pay for the securities will go to the underlying issuer.

In addition, as we are not affiliated with the underlying issuer, we do not assume any responsibility for the accuracy or adequacy of any information about the underlying or the underlying issuer contained in the underlying issuer's public disclosures. We have made no "due diligence" or other investigation into the underlying issuer. As an investor in the securities, you should make your own investigation into the underlying issuer.

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The securities will not be adjusted for all events that could affect the price of the underlying - Certain events may occur during the term of the securities that have a dilutive effect on the value of the underlying or otherwise adversely affect the price of the underlying. The calculation agent will make certain adjustments for some of these events, as described in the accompanying product supplement. However, an adjustment will not be made for all events that could have a dilutive or adverse effect on the underlying or its price, such as ordinary dividends, share repurchases, partial tender offers or additional public offerings of shares of the underlying by the underlying issuer, and the adjustments that are made may not fully offset the dilutive or adverse effect of the particular event. Accordingly, the occurrence of any event that has a dilutive or adverse effect on the underlying may make it more likely that the closing price of the underlying declines below the initial underlying price on the valuation dates, and in that case, reduce the payment that you would receive at maturity. Unlike an investor in the securities, a direct holder of shares of the underlying may receive an offsetting benefit from any such event that may not be reflected in an adjustment to the terms of the securities, and so you may experience dilution or adverse consequences in a circumstance in which a direct holder would not.

¨

If the underlying is delisted, we may call the securities prior to maturity - If the underlying is delisted from its exchange (other than in connection with a reorganization event) and not then or immediately thereafter listed on a U.S. national securities exchange, we will have the right to call the securities prior to the maturity date. If we exercise this call right, you will receive the amount described in the accompanying product supplement. This amount may be less, and possibly significantly less, than the stated principal amount of the securities and/or the total amount you would have received under the securities had you continued to hold your securities to maturity or earlier automatic call.

¨

The securities may become linked to shares of an issuer other than the original underlying issuer - In connection with certain reorganization events described in the accompanying product supplement, the securities may become linked to shares of an issuer other than the original underlying issuer. For example, if the underlying issuer enters into a merger agreement with another issuer that provides for holders of shares of the underlying to receive shares of the other issuer, the securities will become linked to such other shares upon consummation of the merger. In any such case, the closing price of the underlying will be determined by reference to the closing price of the other shares. You may not wish to have investment exposure to the shares of any other issuer to which the securities may become linked and may not have bought the securities had they been linked to such other shares from the beginning.

¨

The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities - As calculation agent, CGMI, our affiliate, will determine whether the securities are automatically called and, if not, what you will receive at maturity. In addition, if certain events occur, CGMI will be required to make certain discretionary judgments that could significantly affect whether the securities are automatically called or what you will receive at maturity of the securities. In making these judgments, CGMI's interests as an affiliate of ours could be adverse to your interests as a holder of the securities. Such judgments could include, among other things:

¨

determining whether a market disruption event with respect to the underlying has occurred;

¨

if a market disruption event occurs on any valuation date, determining whether to postpone the valuation date, as described under "Description of the Securities-Consequences of a Market Disruption Event; Postponement of a Valuation Date" in the accompanying product supplement;

¨

determining the price of the underlying if the price of the underlying is not otherwise available or a market disruption event has occurred;

¨

determining the appropriate adjustments to be made to the terms of the securities upon the occurrence of an event described under "Description of the Securities-Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF-Dilution and Reorganization Adjustments" in the accompanying product supplement; and

¨

if the underlying is delisted and we do not exercise our call right, determining whether to select a successor company and, if so, which company to select as the successor company (see "Description of the Securities-Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF-Delisting of an Underlying Company" in the accompanying product supplement).

Any of these determinations made by CGMI, in its capacity as Calculation Agent, may adversely affect your return on the securities.

¨

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 "Risk Factors Relating to the 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.

Hypothetical Examples of Payment at Automatic Call

Hypothetical terms only. Actual terms may vary. See the cover page for actual offering terms.

The examples below illustrate the hypothetical payment upon automatic call for a $10.00 stated principal amount with the following assumptions*:

Stated principal amount:	$10.00
Term:	29 months (unless earlier called)
Hypothetical initial underlying price:	$100.00
Hypothetical autocall barrier:	$110.00 (which, with respect to the underlying, is 110% of the hypothetical initial underlying price)
Call return:	39.50%

*(i) The hypothetical initial underlying price does not represent the actual initial underlying price. The examples below are based on the above hypothetical values and do not reflect the actual initial underlying price or autocall barrier. For the actual initial underlying price and autocall barrier, see the cover page of this pricing supplement. 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 any actual payments on the securities will be calculated based on the actual initial underlying price and autocall barrier, and not on the hypothetical values indicated above.

Example 1 - The securities are automatically called on the interim valuation date.

Closing price of the underlying on the interim valuation date:	$115.00 (at or above autocall barrier)
Call price (per $10.00 stated principal amount):	$13.95

In this example, the closing price of the underlying is greater than the autocall barrier on the interim valuation date. The securities would be called on the interim valuation date and we would pay you on the call settlement date a total call price of $13.95 per $10.00 stated principal amount for a total return of 39.50% on the securities. You will not receive any further payments on the securities.

Example 2 - The securities are automatically called on the interim valuation date.

Closing price of the underlying on the interim valuation date:	$150.00 (at or above autocall barrier)
Call price (per $10.00 stated principal amount):	$13.95

In this example, the closing price of the underlying is greater than the autocall barrier on the interim valuation date. The securities would be called on the interim valuation date and we would pay you on the call settlement date a total call price of $13.95 per $10.00 stated principal amount for a total return of 39.50% on the securities. In this example, an investment in the securities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the underlying. You will not receive any further payments on the securities.

Hypothetical Examples of Payment at Maturity

Hypothetical terms only. Actual terms may vary. See the cover page for actual offering terms.

The diagram below illustrates your hypothetical payment at maturity for a range of hypothetical underlying returns. The examples below assume that the securities are not automatically called on the interim valuation date. If the securities are automatically called, you will receive the stated principal amount plus the call return on the call settlement date.

The following table and hypothetical examples below illustrate the payment at maturity per $10.00 stated principal amount of securities for a hypothetical range of performances for the underlying from -100.00% to +100.00% and assume an initial underlying price of $100.00 and no earlier automatic call. The actual initial underlying price is listed on the cover page of this pricing supplement. The hypothetical payment at maturity examples set forth below are for illustrative purposes only and are not the actual returns applicable to a purchaser of the securities. The actual payment at maturity will be determined based on the final underlying price. You should consider carefully whether the securities are suitable to your investment goals. The numbers appearing in the table and in the examples below have been rounded for ease of analysis and do not reflect the actual terms of the securities, which are provided on the cover page of this pricing supplement.

Final Underlying Price	Underlying Return	Payment at Maturity	Total Return on Securities at Maturity(1)
$200.00	100.00%	$27.500	175.00%
$175.00	75.00%	$23.125	131.25%
$150.00	50.00%	$18.750	87.50%
$125.00	25.00%	$14.375	43.75%
$100.00	0.00%	$10.000	0.00%
$90.00	-10.00%	$9.000	-10.00%
$80.00	-20.00%	$8.000	-20.00%
$70.00	-30.00%	$7.000	-30.00%
$60.00	-40.00%	$6.000	-40.00%
$50.00	-50.00%	$5.000	-50.00%
$40.00	-60.00%	$4.000	-60.00%
$30.00	-70.00%	$3.000	-70.00%
$20.00	-80.00%	$2.000	-80.00%
$10.00	-90.00%	$1.000	-90.00%
0.00	-100.00%	$0.000	-100.00%

¹ The "Total Return on Securities at Maturity" is calculated as (a) the payment at maturity per security minus the $10.00 issue price per security divided by (b) the $10.00 issue price per security.

Example 3 - The final underlying price of $150.00 is greater than the initial underlying price of $100.00, resulting in an underlying return of 50.00%. Because the underlying return is positive, Citigroup Global Markets Holdings Inc. would pay you a payment at maturity of $18.75 per $10.00 stated principal amount of securities (a total return at maturity of 87.50%*), calculated as follows:

$10.00 × [1 + (underlying return × upside gearing)]

$10.00 × [1 + (50.00% × 1.75)]

$10.00 × (1 + 87.50%) = $18.75

Example 4 - The final underlying price of $20.00 is less than the initial underlying price of $100.00, resulting in an underlying return of -70.00%. Because the underlying return is negative, Citigroup Global Markets Holdings Inc. would pay you a payment at maturity of $3.00 per $10.00 stated principal amount of securities (a total return at maturity of -70.00%*), calculated as follows:

$10.00 × (1 + underlying return)

$10.00 × (1+ -70.00%) = $3.00

If the final underlying price is less than the initial underlying price, you will be fully exposed to the negative underlying return, resulting in a loss on the stated principal amount that is proportionate to the percentage decline in the price of the underlying. Under these circumstances, you will lose a significant portion or all of the stated principal amount at maturity. Any payment on the securities, including any repayment of the stated principal amount at maturity, is subject to the creditworthiness of the issuer and the guarantor, and if the issuer and the guarantor were to default on their obligations, you could lose your entire investment.

* The total return at maturity is calculated as (a) the payment at maturity per security minus the $10.00 issue price per security divided by (b) the $10.00 issue price per security.

Molina Healthcare, Inc.

According to its publicly available filings with the SEC, Molina Healthcare, Inc. provides managed health care services to individuals and families who receive their care through the Medicaid and Medicare programs, and through state insurance marketplaces. Information provided to or filed with the SEC by Molina Healthcare, Inc. pursuant to the Exchange Act can be located by reference to the SEC file number 001-31719. The common stock of Molina Healthcare, Inc. (Bloomberg ticker: MOH), is listed on the New York Stock Exchange.

Historical Information Regarding the Common Stock of Molina Healthcare, Inc.

The following table sets forth, for each of the quarterly periods indicated, the high and low closing prices of, and dividends paid on, the common stock of Molina Healthcare, Inc. from January 2, 2015 through October 24, 2025. The closing price of the common stock of Molina Healthcare, Inc. on October 24, 2025 was $163.32. We obtained the closing prices and other information below from Bloomberg, L.P., without independent verification. The closing prices and this other information may be adjusted by Bloomberg, L.P. for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since its inception, the price of the common stock of Molina Healthcare, Inc. has experienced significant fluctuations. The historical performance of the common stock of Molina Healthcare, Inc. should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Molina Healthcare, Inc. during the term of the securities. We cannot give you assurance that the performance of the common stock of Molina Healthcare, Inc. will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Molina Healthcare, Inc. will pay in the future. In any event, as an investor in the securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Molina Healthcare, Inc.

Quarter Begin	Quarter End	Quarterly High	Quarterly Low	Dividends
01/02/15	03/31/15	$67.29	$49.87	$0.00000
04/01/15	06/30/15	$72.74	$58.23	$0.00000
07/01/15	09/30/15	$81.50	$66.72	$0.00000
10/01/15	12/31/15	$69.89	$55.60	$0.00000
01/04/16	03/31/16	$66.24	$51.13	$0.00000
04/01/16	06/30/16	$67.72	$45.34	$0.00000
07/01/16	09/30/16	$58.88	$48.24	$0.00000
10/03/16	12/30/16	$59.60	$47.53	$0.00000
01/03/17	03/31/17	$59.89	$42.70	$0.00000
04/03/17	06/30/17	$71.33	$46.06	$0.00000
07/03/17	09/29/17	$72.05	$56.78	$0.00000
10/02/17	12/29/17	$79.18	$59.86	$0.00000
01/02/18	03/29/18	$93.77	$71.14	$0.00000
04/02/18	06/29/18	$101.48	$78.76	$0.00000
07/02/18	09/28/18	$152.72	$98.71	$0.00000
10/01/18	12/31/18	$148.14	$107.91	$0.00000
01/02/19	03/29/19	$148.29	$105.90	$0.00000
04/01/19	06/28/19	$155.28	$116.67	$0.00000
07/01/19	09/30/19	$144.87	$107.47	$0.00000
10/01/19	12/31/19	$137.92	$109.48	$0.00000
01/02/20	03/31/20	$153.84	$107.79	$0.00000
04/01/20	06/30/20	$186.86	$131.16	$0.00000
07/01/20	09/30/20	$196.01	$153.07	$0.00000
10/01/20	12/31/20	$220.04	$186.47	$0.00000
01/04/21	03/31/21	$243.10	$202.54	$0.00000
04/01/21	06/30/21	$268.74	$230.67	$0.00000
07/01/21	09/30/21	$287.64	$247.54	$0.00000
10/01/21	12/31/21	$324.88	$269.41	$0.00000
01/03/22	03/31/22	$343.43	$268.28	$0.00000

04/01/22	06/30/22	$347.53	$251.75	$0.00000
07/01/22	09/30/22	$353.42	$278.61	$0.00000
10/03/22	12/30/22	$369.23	$312.03	$0.00000
01/03/23	03/31/23	$318.92	$260.64	$0.00000
04/03/23	06/30/23	$305.50	$269.86	$0.00000
07/03/23	09/29/23	$341.40	$289.68	$0.00000
10/02/23	12/29/23	$382.39	$322.10	$0.00000
01/02/24	03/28/24	$419.53	$350.07	$0.00000
04/01/24	06/28/24	$404.20	$297.30	$0.00000
07/01/24	09/30/24	$360.77	$283.98	$0.00000
10/01/24	12/31/24	$341.91	$275.00	$0.00000
01/02/25	03/31/25	$333.27	$266.57	$0.00000
04/01/25	06/30/25	$353.24	$290.25	$0.00000
07/01/25	09/30/25	$306.29	$152.31	$0.00000
10/01/25	10/23/25*	$203.26	$161.00	$0.00000
*As of the date of this pricing supplement, available information for the fourth calendar quarter of 2025 includes data for the period from October 1, 2025 through October 24, 2025. Accordingly, the "Quarterly High," "Quarterly Low" and "Dividends" data indicated are for this shortened period only and do not reflect complete data for the fourth calendar quarter of 2025.

The graph below illustrates the performance of the common stock of Molina Healthcare, Inc. from January 2, 2015 through October 24, 2025. The closing price of the common stock of Molina Healthcare, Inc. on October 24, 2025 was $163.32. We obtained the closing prices of the common stock of Molina Healthcare, Inc. from Bloomberg, and we have not participated in the preparation of or verified such information. The historical closing prices of the common stock of Molina Healthcare, Inc. should not be taken as an indication of future performance and no assurance can be given as to the final underlying price or any future closing price of the common stock of Molina Healthcare, Inc. We cannot give you assurance that the performance of the common stock of Molina Healthcare, Inc. will result in a positive return on your initial investment and you could lose a significant portion or all of the stated principal amount at maturity.

United States Federal Tax Considerations

You should read carefully the discussion under "United States Federal Tax Considerations" and "Risk Factors Relating to the 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.

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the lead agent for the sale of the securities, will receive an underwriting discount of $0.025 for any security sold in this offering. UBS, acting as principal, has agreed to purchase from CGMI, and CGMI has agreed to sell to UBS, all of the securities sold in this offering for $9.975 per security. UBS proposes to offer the securities to the public at a price of $10.00 per security. UBS will receive an underwriting discount of $0.025 for each security it sells to the public. The underwriting discount will be received by UBS and its financial advisors collectively. If all of the securities are not sold at the initial offering price, CGMI may change the public offering price and other selling terms. For the avoidance of doubt, the underwriting discount will not be rebated if the securities are automatically called prior to maturity.

See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement and "Plan of Distribution" in each of the accompanying prospectus supplement and prospectus for additional information.

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.

During a temporary adjustment period immediately following issuance of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated for the securities on any 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 securities. The amount of this temporary upward adjustment will decline to zero over the temporary adjustment period. CGMI currently expects that the temporary adjustment period will be approximately eight months, but the actual length of the temporary adjustment period may be shortened due to various factors, such as the volume of secondary market purchases of the securities and other factors that cannot be predicted. However, CGMI 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.

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.

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