花旗集团美股招股说明书(2026-01-27版)

Inc. Autocallable Buffer Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTMand the S&P 500 Dynamic Participation Index Due January 28, 2031▪ 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 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 valuation date prior to the final valuation date if the closing value of the worst performingunderlying on that valuation date is greater than or equal to its initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities will no longer offer theopportunity to receive a premium, but instead, at maturity, will provide for (i) the opportunity to participate in any appreciation of the worst performing underlying from its initial underlyingvalue at the upside participation rate specified below and (ii) if the final underlying value is less than its initial underlying value but greater than or equal to its final buffer value specifiedbelow, repayment of the stated principal amount with no premium or other return.However, if the securities are not automatically redeemed prior to maturity and the worst 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. If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performingunderlying on the final valuation date is less than its final buffer value, which means that the worst performing Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-7. 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 the hyperlinks below:Product Supplement No. EA-02-10 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023 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 closing value 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 importantdisclosures regarding the S&P 500®Index, on which the S&P 500 Dynamic Participation Index is ultimately based, and information about the Dow that is not repeated in this pricing supplement. It is important that you read the accompanying product supplement, 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 the valuation date prior to the final valuation date is greater than or equal to its initial underlying value. If the closing value of the worst performing underlying on the valuationdate below is greater than or equal to its initial underlying value...January 26, 2027 If, on the valuation date prior to the final valuation date, the closing value of an underlying is greater than or equal to its initialunderlying value, but the closing value of the other underlying is less than its initial underlying value, you will not receive the premiumindicated above following that valuation date. In order to receive the premium indicated above, the closing value ofeachunderlying on Payment at Maturity Diagram T