花旗集团美股招股说明书(2026-01-08版)

January, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH29865 Citigroup Global Markets Holdings Inc. Autocallable Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTM, the Russell 2000®Index and the S&P 500®Index Due January 30, 2032 ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debtsecurities, the securities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on the terms described below. Your return on the securities will depend solely on the performance of theworst performingof the underlyings specified below. The securities offer the potential for automatic early redemption at a premium following the first valuation date (other than the final valuation date) on which the closing value of the worstperforming underlying on that valuation date is greater than or equal to its autocall barrier value. If the securities are not automatically redeemed prior to maturity, the securities will providefor (i) repayment of the stated principal amountplusa premium at maturity if the final underlying value of the worst performing underlying on the final valuation date is greater than or equalto its autocall barrier value or (ii) repayment of the stated principal amount at maturity, with no premium, if the final underlying value of the worst performing underlying on the final valuation You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements inany one of the underlyings. Although you will have downsideexposure to the worst performing underlying on the final valuation date, you will not receive dividends with respect to any underlying or participate in any appreciation of any underlying.Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. ■If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits autocall barriervalue: $1,000 + the premium applicable to the final valuation date■If the final underlying value of the worst performing underlying on the final valuation date isless thanits autocall barrier value butgreater If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performing underlying on thefinal valuation date is less than its final barrier value, you will receive significantly less than the stated principal amount of yoursecurities, and possibly nothing, at maturity. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-8. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and theaccompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.You should read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, which can be accessed via Citigroup Global Markets Holdings Inc. Citigroup Global Markets Holdings Inc. Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented bythis pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that arenot repeated in this pricing supplement. For example, the accompanying product supplement contains important information about how the closingvalue of each underlying will be determined and about adjustments that may be made to the terms of the securities upon the occurrence of marketdisruption events and other specified events with respect to each underlying. The accompanying underlying supplement contains information Citigroup Global Markets Holdings Inc. Hypothetical Payment Upon Automatic Early Redemption The following table illustrates how the amount payable per security upon automatic early redemption will be calculated if the closing value of theworst performing underlying on any valuation date prior to the final valuation date is greater than or equal to its autocall barrier value. The table If the first valuation date on which the closing value of the worstperforming underlying on that valuation date is gr