花旗集团美股招股说明书(2026-02-24版)

Notes Linked to the Common Stock of Baxter International Inc. Due February 26, 2027All payments due on the Notes are fully and unconditionally guaranteed by Citigroup Inc.Investment Description The Airbag Autocallable Yield Notes (the “Notes”) are senior unsecured notes issued by Citigroup Global MarketsHoldings Inc. (the “Issuer”), guaranteed by Citigroup Inc. (the “Guarantor”), linked to the performance of the commonstock of Baxter International Inc. (the “Underlying”). The Notes will rank on par with all of our other unsecured andunsubordinated notes, unless otherwise required by law.The stated principal amount and issue price of the Notes will be$1,000 per Note. On a monthly basis, the Issuer will pay you a coupon regardless of the performance of the Underlyingunless the Notes have been previously automatically called. If the price of one share of the Underlying closes at or abovethe Initial Underlying Price on any quarterly Observation Date, the Issuer will automatically call the Notes and pay you anamount equal to the stated principal amount per Noteplusthe corresponding monthly coupon and no further amounts willbe owed to you. If by maturity, the Notes have not been automatically called, the Issuer will either pay you the statedprincipal amount per Note or, if the Closing Price of one share of the Underlying on the Final Valuation Date is below thespecified Conversion Price, the Issuer will deliver to you a number of shares of the Underlying equal to the stated principalamount per Note divided by the Conversion Price (the “Share Delivery Amount”) (subject to adjustments, in the solediscretion of the Calculation Agent, in the case of certain corporate events described in this pricing supplement under“Additional Terms of the Notes—Dilution and Reorganization Adjustments”).Investing in the Notes involves significantrisks. You may lose some or all of your stated principal amount. In exchange for receiving a coupon on the Notes,you are accepting the risk of receiving a number of shares of the Underlying per Note at maturity that are worthless than your stated principal amount and the credit risk of the Issuer and the Guarantor for all payments underthe Notes. Generally, the higher the Coupon Rate on a Note, the greater the risk of loss on that Note. Thecontingent repayment of principal applies only if you hold the Notes to maturity. Any payment on the Notes,including any repayment of principal, is subject to the creditworthiness of the Issuer and the Guarantor. If theIssuer and the Guarantor were to default on their obligations, you may not receive any amounts owed to youunder the Notes and you could lose your entire investment.FeaturesKey Dates Monthly Coupon— Regardless of the performance of the Underlying, the Issuer will pay you a monthly coupon unless theNotes have been previously automatically called. In exchange forreceiving the monthly coupon on the Notes, you are accepting therisk of receiving shares of the Underlying per Note at maturity thatare worth less than your stated principal amount and the credit risk ofthe Issuer and the Guarantor for all payments under the Notes.Automatic Call— The Notes will be called automatically if the price of one share of the Underlying closes at or above the InitialUnderlying Price on any quarterly Observation Date, including theFinal Valuation Date. If the Notes are automatically called, you willreceive on the applicable Call Settlement Date your stated principalamountplusthe applicable coupon for that date and no furtheramounts will be owed to you.Downside Exposure with Contingent Repayment of Principal at Maturity— If by maturity the Notes have not been automaticallycalled and the price of one share of the Underlying does not closebelow the Conversion Price on the Final Valuation Date, the Issuerwill pay you the stated principal amount per Note at maturity and youwill not participate in any appreciation or decline in the value of theUnderlying. If the Notes have not been previously automaticallycalled and the price of one share of the Underlying closes below theConversion Price on the Final Valuation Date, the Issuer will deliverto you a number of shares of the Underlying equal to the ShareDelivery Amount at maturity, which will likely be worth less than yourstated principal amount and may have no value at all. The contingentrepayment of principal applies only if you hold the Notes untilmaturity. Any payment on the Notes, including any repayment ofprincipal, is subject to the creditworthiness of the Issuer and theGuarantor.THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL STATED PRINCIPAL AMOUNT OF THE NOTES AT MATURITY,AND THE NOTES CAN HAVE UP TO THE FULL DOWNSIDE MARKET RISK OF THE UNDERLYING. THIS MARKETRISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CITIGROUPGLOBAL MARKETS HOLDINGS INC. THAT IS GUARANTEED BY CITIGROUP INC. YOU SHOU