花旗集团美股招股说明书(2026-02-23版)

Linked to the Least Performing of the Nikkei 225 Index and the EURO STOXX 50® Index Due February 22, 2036All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc. Investment DescriptionThe Trigger 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 atmaturity linked to the least performing of the Nikkei 225 Index and the EURO STOXX 50®Index (each, an “underlying”)from its initial underlying level to its final underlying level.If the underlying return of the least performing underlying ispositive, the issuer will repay the stated principal amount of the securities at maturity and pay a return equal to theunderlying return of the least performing underlying multiplied by the upside gearing of 3.15.If the underlying return of theleast performing underlying is zero or negative and the final underlying level of the least performing underlying is greaterthan or equal to its downside threshold, the issuer will repay the stated principal amount of the securities atmaturity.However, if the underlying return of the least performing underlying is negative and the final underlying level ofthe least performing underlying is less than its downside threshold, you will be fully exposed to the negative underlyingreturn of the least performing underlying 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 level ofthe least performing underlying.In this case, you will have full downside exposure to the least performing underlying fromits initial underlying level to its final underlying level, and could lose all of your initial investment.Investing in thesecurities involves significant risks. You will not receive coupon payments during the 10-year term of thesecurities.You may lose a substantial portion or all of your initial investment. You will not receive dividends orother distributions paid on any stocks included in the underlyings. The stated payout on the securities is basedsolely on the performance of the least performing underlying.You will not benefit in any way from theperformance of the better performing underlying. You will therefore be adversely affected if either underlyingperforms poorly, regardless of the performance of the other underlying. The contingent repayment of the statedprincipal amount applies only if you hold the securities to maturity. Any payment on the securities, including anyrepayment of the stated principal amount provided at maturity, is subject to the creditworthiness of the issuerand the guarantor.If the issuer and the guarantor were to default on their obligations, you might not receive anyamounts owed to you under the securities and you could lose your entire investment. Enhanced Growth Potential —If the underlying return of the leastperforming underlying is positive, the issuer will repay the statedprincipal amount of the securities at maturity and pay a return equalto the underlying return of the least performing underlying multipliedby the upside gearing. The upside gearing feature will provideleveraged exposure to any positive performance of the leastperforming underlying.Downside Exposure with Contingent Repayment of Principal at Maturity —If the underlying return of the least performingunderlying is zero or negative and its final underlying level is greaterthan or equal to its downside threshold, the issuer will repay thestated principal amount of the securities at maturity. However, if theunderlying return of the least performing underlying is negative andits final underlying level is less than its downside threshold, theissuer will pay less than the stated principal amount of the securitiesat maturity, resulting in a loss on the stated principal amount toinvestors that is proportionate to the percentage decline in the levelof the least performing underlying.The contingent repayment ofthe stated principal amount applies only if you hold thesecurities to maturity. You might lose some or all of your initialinvestment. Any payment on the securities is subject to thecreditworthiness of the issuer and the guarantor. If the issuerand the guarantor were to default on their obligations, youmight not receive any amounts owed to you under thesecurities and you could lose your entire investment.NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT SECURITIES.THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL AMOUNT OF YOUR INITIALINVESTMENT IN THE SECURITIES AT MATURITY, AND THE SECURITIES CAN HAVE THE FULL DOWNSIDEMARKET RISK OF THE LEAST PERFORMING UNDERLYING.THIS MARKET RISK IS IN ADDITION TO THECREDIT RISK INHERENT IN PURCHASING AN OBLIGATION OF CITIGROUP GLOBAL MARKETS HOLDINGS INC.THAT IS GUAR