花旗集团美股招股说明书(2026-03-11版)

Citigroup Global Markets Holdings Autocallable Equity Linked Securities Linked to the Worst Performing of the iShares® MSCI SouthKorea ETF, JPMorgan Chase & Co. and Microsoft Corporation Due March 13, 2028 ▪ The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc. The securities offer periodic coupon payments at an annualized rate that is generally higher than the yield on our conventional debt securities of the same maturity. In exchange for this higheryield, you must be willing to accept the risks that (i) the value of what you receive at maturity may be significantly lessthan the stated principal amount of your securities, and may be zero, and (ii) the securities may be automatically calledfor redemption prior to maturity beginning on the first potential autocall date specified below. Because the autocallbarrier values of each underlying are less than their respective initial underlying values beginning with the second ▪ You will be subject to risks associated with each of the underlyings and will be negatively affected by adversemovements inany one of the underlyings. Although you will have downside exposure to the worst performing ▪ Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the riskof not receiving any payments due under the securities if we and Citigroup Inc. default on our obligations.All paymentson the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. On each coupon payment date, unless previously redeemed, the securities will pay a couponequal to 2.825% of the stated principal amount of the securities (equivalent to a coupon rate of11.30% per annum). Coupon paymentThe 13th day of each March, June, September and December beginning in June 2026, providedthat the March 2028 coupon payment date will be the maturity date. If any coupon payment dateis not a business day, the payment to be made on that coupon payment date will be made on thenext succeeding business day with the same force and effect as if made on that coupon payment Payment at maturity:If the securities are not automatically redeemed prior to maturity, you will receive at maturity foreach security you then hold (in addition to the final coupon payment): If the final underlying value of the worst performing underlying on the valuation date isgreater than or equal toits final barrier value: $1,000If the final underlying value of the worst performing underlying on the valuation date isless If the securities are not automatically redeemed prior to maturity and the final underlyingvalue of the worst performing underlying on the valuation date is less than its final barriervalue, you will receive significantly less than the stated principal amount of your (1) On the date of this pricing supplement, the estimated value of the securities is $937.50 per security, which is less thanthe issue price.The estimated value of the securities is based on CGMI’s proprietary pricing models and our internalfunding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any time after issuance. See“Valuation of the Securities” in this pricing supplement.(2) For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricingsupplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity related to thisoffering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.Investing in the securities involves risks not associated with an investment in conventional debtsecurities. See “Summary Risk Factors” beginning on page PS-5.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approvedor disapproved of the securities or determined that this pricing supplement and the accompanying product Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplementand prospectus contain important disclosures that are not repeated in this pricing supplement. For example, theaccompanying product supplement contains important information about how the closing value of each underlying will bedetermined and about adjustments that may be made to the terms of the securities upon the occurrence of market Closing Value.The “closing value” of each underlying on any date is the closing price of its underlying shares on suchdate, as provided in the accompanying product supplement. The “underlying shares” of (i) the iS