花旗集团美股招股说明书(2026-04-29版)

Citigroup Global Markets HoldingsInc. Amazon.com, Inc., Microsoft Corporation and NVIDIA Corporation Due April 29, 2031▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The securities offer the potential for periodic contingent couponpayments at the rate specified below. You will receive a contingent coupon payment on a contingent coupon paymentdate if, and only if, the closing value of the worst performing underlying on the immediately preceding valuation date isgreater than or equal to its coupon barrier value specified below.▪The securities will be automatically called for redemption prior to maturity if the closing value of the worst performing ▪The performance of the securities will depend solely on the performance of the worst performing of the underlyingsspecified below. You will be subject to risks associated with each of the underlyings and will be negatively affected byadverse movements inany one of the underlyings. In addition, you will not receive dividends with respect to anyunderlying or participate in any appreciation of any 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.Allpayments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc.KEY TERMS (1) On the date of this pricing supplement, the estimated value of the securities is $959.10 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 pay selected dealers a structuring fee of up to $6.25 for each security sold in this offering. We may also engage other firms to provide marketing or promotional services in connection with the distribution of the securities. CGMIwill pay these service providers a fee of up to $5.00 per security in consideration for providing marketing, education,structuring or referral services with respect to financial advisors or selected dealers. For more information on thedistribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. CGMI and its affiliates mayprofit from hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds andHedging” in the accompanying prospectus.In addition, CGMI will pay to one or more electronic platform providers a fee of up to $1.50 for each security sold in this offering where related selected dealers and/or custodians implement or utilize such providers.Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-4.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 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 marketdisruption events and other specified events with respect to each underlying. It is important that you read theaccompanying product supplement, prospectus supplement and prospectus together with this pricing supplement inconnection with your investment in the securities. Certain terms used but not defined in this pricing supplement aredefined in the accompanying product supplement. 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 the underlyings are theirrespective shares of common stock. Please see the accompanying product supplement for more information. Hypoth