花旗集团美股招股说明书(2026-02-11版)

February, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH30431 Citigroup Global Markets Holdings Inc. Autocallable Barrier Securities Linked to the Worst Performing of the Invesco S&P 500®Equal Weight ETF and the S&P SmallCap ▪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) contingent repayment of the stated principal amount at maturity if the worst performing underlying depreciates,but onlyso 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. 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 andCitigroup 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. Automatic early redemption:If, on the valuation date prior to the final valuation date, the closing value of the worst performing underlying on that valuation date isgreater than or equal to its initial underlying value, the securities will be automatically redeemed on the third business day immediatelyfollowing that valuation date for an amount in cash per security equal to $1,000 plus the premium applicable to that valuation date. If the 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 Citigroup Global Markets Holdings Inc. Citigroup Global Markets Holdings Inc. Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, assupplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain importantdisclosures that are not repeated in this pricing supplement. For example, the accompanying product supplement contains important informationabout how the closing value of each underlying will be determined and about adjustments that may be made to the terms of the securities upon theoccurrence of market disruption events and other specified events with respect to each underlying. The accompanying underlying supplement Closing Value.The “closing value” of an underlying on any date is (i) in the case of an underlying that is an underlying index, its closing level onsuch date and (ii) in the case of an underlying that is an underlying ETF, the closing price of its underlying shares on such date, as provided in the 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......then you will receive the following pay