花旗集团美股招股说明书(2026-02-17版)

This Amended and Restated Pricing Supplement No. 2026-USNCH30450 is being filed to revise the total principalamount. Amended and Restated Pricing Supplement No. 2026-USNCH30450 to Product Supplement No. EA-04-10 dated March7, 2023,Underlying Supplement No. 11 dated March 7, 2023, Prospectus Supplement and Prospectus each dated March 7, 2023 Citigroup Global Markets Holdings Inc. $51,666,950 Trigger Callable Contingent Yield Notes(with daily coupon observation) Linked to the Least Performing of the S&P 500®Index, the EURO STOXX 50®Index and the Russell 2000®IndexDue August 15, 2029All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc. Investment Description The Trigger Callable Contingent Yield Notes (the “notes”) are unsecured, unsubordinated debt obligations of CitigroupGlobal Markets Holdings Inc. (the “issuer”), guaranteed by Citigroup Inc. (the “guarantor”), linked to theleast performingof the S&P 500®Index, the EURO STOXX 50®Index and the Russell 2000® Index (each, an“underlying”).The notes will pay a contingent coupon on each quarterly coupon payment date if,and only if, the closinglevels ofallthe underlyings on each trading day during the applicable quarterly observation period are greater than orequal to their respective coupon barriers.If the closing level ofanyunderlying onanytrading day during an observationperiod is less than its coupon barrier, no contingent coupon will be paid on the related coupon payment date.On anycoupon payment date prior to the maturity date, the issuer may, in its sole discretion, call the notes in whole, but not inpart, and pay you the stated principal amount per note plus any contingent coupon otherwise due on such couponpayment date and no further amounts will be owed to you.If the notes have not previously been called by the issuer priorto maturity and the final underlying level of the least performing underlying is greater than or equal to its downsidethreshold, you will receive the stated principal amount of your notes at maturity plus any contingent coupon paymentotherwise due on the maturity date.However, if the notes have not been called prior to maturity and the final underlyinglevel of the least performing underlying is less than its downside threshold, you will receive less than the stated principalamount of your notes at maturity, resulting in a loss that is proportionate to the decline in the closing level of the leastperforming underlying from the trade date to the final valuation date, up to a 100% loss of your investment.The “finalunderlying level” for each underlying is the closing level of such underlying on the final valuation date and the “least Features Key Dates Contingent Coupon— We will pay you a contingent coupon on each quarterlycoupon payment date if,and only if,the closing levels ofallthe underlyings on each trading day during the applicable quarterly observation period are greaterthan or equal to their respective coupon barriers.Otherwise, no contingentcoupon will be paid on that quarterly coupon payment date. Observationperiod endQuarterly,beginning on May dates11, 2026(See page PS-6) issuer may, in its sole discretion, call the notes in whole, but not in part, and payyou the stated principal amount per note plus any contingent coupon otherwisedue on such coupon payment date.If the notes are not called, investors mayhave full downside market exposure to the least performing underlying at Downside Exposure with Contingent Repayment of Principal at Maturity—If the notes have not previously been called by the issuer prior to maturity andthe final underlying level of the least performing underlying is greater than orequal to its downside threshold, you will receive the stated principal amount ofyour notes at maturity plus any contingent coupon payment otherwise due on thematurity date.However, if the notes have not been called prior to maturity andthe final underlying level of the least performing underlying is less than itsdownside threshold, you will receive less than the stated principal amount of NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBTINSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE STATED PRINCIPAL AMOUNTOF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE LEASTPERFORMING UNDERLYING.THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT INPURCHASING A DEBT OBLIGATION OF CITIGROUP GLOBAL MARKETS HOLDINGS INC. THAT IS GUARANTEEDBY CITIGROUP INC.YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT We are offering Trigger Callable Contingent Yield Notes Linked to the Least Performing of the S&P 500®STOXX 50®Index and the Russell 2000®Index.The notes are our unsecured, unsubordinated debt obligations, guaranteed by Citigroup Inc., and are offered for a minimum investment of 100 notes at the issue price described below.UnderlyingsContingentCoupon RateInitial UnderlyingLevelsCoupon Ba