花旗集团美股招股说明书(2026-04-03版)

Citigroup Global Markets HoldingsInc. ▪ 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 the potential for periodic contingent couponpayments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on ourconventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing toaccept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the samematurity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of what youreceive at maturity may be significantly less than the stated principal amount of your securities, and may be zero, and(iii) the securities may be automatically called for redemption prior to maturity beginning on the first potential autocalldate specified below. Each of these risks will depend on the performance of the underlying specified below. Althoughyou will have downside exposure to the underlying, you will not receive dividends with respect to the underlying orparticipate in any appreciation of the underlying.▪ Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of 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.KEY TERMS 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 contingent coupon payment, if applicable):If the final underlying value isgreater than or equal tothe final barrier value: $1,000If the final underlying value isless thanthe final barrier value:a fixed number of underlying shares of the underlying equal to the equity ratio (or, if weelect, the cash value of those shares based on the final underlying value)If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the final barrier value, you will receive underlying shares (or, in our solediscretion, cash) that will be worth significantly less than the stated principal amount ofyour securities, and possibly nothing, at maturity, and you will not receive any contingentcoupon payment at maturity (including any previously unpaid contingent couponpayments).$845.99, the closing value of the underlying on the pricing date (1) On the date of this pricing supplement, the estimated value of the securities is $972.60 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) CGMI will receive an underwriting fee of up to $18.50 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwriting fee. From this underwriting fee, CGMIwill pay selected dealers not affiliated with CGMI a selling concession of $17.50 for each security they sell and astructuring fee of up to $1.00 for each security they sell. For more information on the distribution of the securities, see“Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliatesmay profit from hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceedsand Hedging” in the accompanying prospectus.(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above, the underwriting fee is variable.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contraryis a criminal offense.You should read this pricing supplement together with the accompanying product supplement, prospectus Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as sup