花旗集团美股招股说明书(2026-03-09版)

Contingent Yield Notes Linked to the Common Stock of NVIDIA Corporation Due March 9, 2029All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.Investment Description The Trigger Autocallable Contingent Yield Notes (the “notes”) are unsecured, unsubordinated debt obligations of Citigroup Global Markets Holdings Inc. (the “issuer”), guaranteed by Citigroup Inc. (the “guarantor”), linked to the performance ofthe common stock of NVIDIA Corporation (the “underlying”).The notes will pay a contingent coupon on each quarterlycoupon payment dateif, and only if, the closing price of the underlying on the related quarterly valuation date is greaterthan or equal to the coupon barrier.If the closing price of the underlying on a quarterly valuation date is less than thecoupon barrier, no contingent coupon will be paid on the related coupon payment date.Beginning approximately sixmonths after issuance, if the closing price of the underlying on a quarterly valuation date is greater than or equal to theinitial underlying price, we will automatically call the notes and pay you the stated principal amount per note plus thecontingent coupon for that valuation date, and no further amounts will be owed to you.At maturity, if the notes have notpreviously been automatically called, the amount you receive will depend on the final underlying price.If the finalunderlying price is greater than or equal to the downside threshold, you will receive the stated principal amount of yournotes at maturity plus a final contingent coupon payment.However, if the notes have not been automatically called priorto maturity and the final underlying price is less than the 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 price of theunderlying from the trade date to the final valuation date, up to a 100% loss of your investment.Investing in the notesinvolves significant risks.You may lose a substantial portion or all of your initial investment.You will not receivedividends or other distributions paid on the underlying or participate in any appreciation of the underlying.Thecontingent repayment of the stated principal amount applies only if you hold the notes to maturity or earlierautomatic call.Any payment on the notes, including any repayment of the stated principal amount, is subject tothe creditworthiness of the issuer and the guarantor and is not, either directly or indirectly, an obligation of anythird party. If the issuer and the guarantor were to default on their payment obligations, you may not receive anyamounts owed to you under the notes and you could lose your entire investment.FeaturesKey Dates Trade dateMarch 6, 2026SettlementdateMarch 11, 2026Valuationdates1Quarterly,beginning on June8, 2026 (See pagePS-6)Finalvaluationdate2March 6, 2029Maturity dateMarch 9, 20291See page PS-6 for additionaldetails.2See page PS-4 for additionaldetails. Contingent Coupon— We will pay you a contingent coupon on each quarterlycoupon payment dateif, and only if,the closing price of the underlying on therelated valuation date is greater than or equal to the coupon barrier.Otherwise, nocontingent coupon will be paid for that quarter.Automatic Call— Beginning approximately six months after issuance, we will automatically call the notes and pay you the stated principal amount per note plusthe contingent coupon for that valuation date if the closing price of the underlying ona quarterly valuation date is greater than or equal to the initial underlying price.If thenotes are not automatically called, investors may have full downside marketexposure to the underlying at maturity.Downside Exposure with Contingent Repayment of Principal at Maturity— If the notes are not automatically called prior to maturity and the final underlying priceis greater than or equal to the downside threshold, you will receive the statedprincipal amount of your notes at maturity plus the final contingent coupon payment.However, if the final underlying price is less than the downside threshold, you willreceive less than the stated principal amount of your notes at maturity, resulting in aloss that is proportionate to the decline in the closing price of the underlying from thetrade date to the final valuation date, up to a 100% loss of your investment.Anypayment on the notes is subject to the creditworthiness of the issuer andguarantor. If the issuer and the guarantor were to default on their obligations,you might not receive any amounts owed to you under the notes and youcould lose your entire investment. NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THEISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE STATED PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, ANDTHE NOTES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE UNDERLYING.THIS MARKET RISK IS IN ADDITION TOTHE CREDIT RISK INHERENT IN