花旗集团美股招股说明书(2026-04-30版)

Linked to the Least Performing of the EURO STOXX 50®Index and the Russell 2000®Index Due July 30, 2027All payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc.Investment Description The Trigger Callable 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 theleast performingof the EUROSTOXX 50®Index and the Russell 2000®Index (each, an “underlying”).The notes will pay a coupon on each monthlycoupon payment date regardless of the performance of either underlying.Beginning approximately three months afterissuance, on any coupon payment date prior to the maturity date, the issuer may, in its sole discretion, call the notes inwhole, but not in part, and pay you the stated principal amount per note plus any coupon otherwise due on such couponpayment date and no further amounts will be owed to you.If the notes have not previously been called by the issuer priorto maturity and the final underlying level of the least performing underlying is greater than or equal to its downsidethreshold, you will receive the stated principal amount of your notes at maturity plus any coupon payment otherwise dueon the maturity date.However, if the notes have not been called prior to maturity and the final underlying level of the leastperforming underlying is less than its downside threshold, you will receive, in addition to the final coupon, an amount thatis less than the stated principal amount of your notes at maturity, resulting in a loss that is proportionate to the decline inthe closing level of the least performing underlying from the trade date to the final valuation date, up to a 100% loss ofyour investment.The “final underlying level” for each underlying is the closing level of such underlying on the finalvaluation date and the “least performing underlying” is the underlying with the lowest underlying return as measuredfrom the trade date to the final valuation date.Investing in the notes involves significant risks.You may lose asubstantial portion or all of your initial investment if the notes are not called by the issuer in its sole discretion onany coupon payment date prior to the maturity date and the final underlying level of the least performingunderlying is less than its downside threshold.The payment at maturity on the notes is basedsolely on theperformance of the least performing underlying.You will not benefit in any way from the performance of thebetter performing underlyings.You will therefore be adversely affected ifeither underlying performs poorly,regardless of the performance of the other underlyings.You will not receive dividends or other distributions paidon any stocks included in the underlyings or participate in any appreciation of either underlying.The contingentrepayment of the stated principal amount applies only if you hold the notes to maturity or earlier call by theissuer.Any payment on the notes, including any repayment of the stated principal amount, is subject to thecreditworthiness of the issuer and the guarantor and is not, either directly or indirectly, an obligation of any thirdparty. 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 dateApril 29, 2026Settlement dateApril 30, 2026Coupon paymentdates1Monthly,beginning onJune 1, 2026Final valuationJuly 28, 2027 Monthly Coupon— We will pay you a coupon on each monthly couponpayment date regardless of the performance of either underlying unless thenotes have been previously called.Issuer Callable— Beginning approximately three months after issuance, on any coupon payment date prior to the maturity date, the issuer may, in its solediscretion, call the notes in whole, but not in part, and pay you the statedprincipal amount per note plus any coupon otherwise due on such couponpayment date.If the notes are not called, investors may have full downsidemarket exposure to the least performing underlying at maturity.Downside Exposure with Contingent Repayment of Principal at Maturity— If the notes have not previously been called by the issuer prior to maturity andthe final underlying level of the least performing underlying is greater than orequal to its downside threshold, you will receive the stated principal amount ofyour notes at maturity plus any coupon payment otherwise due on the maturitydate.However, if the notes have not been called prior to maturity and the finalunderlying level of the least performing underlying is less than its downsidethreshold, you will receive, in addition to the final coupon, an amount that is lessthan the stated principal amount of your notes at maturity, resulting in a loss thatis proportionate to the decline in the closing level of the least performingunderlying from the trade date to the final