花旗集团美股招股说明书(2026-05-08版)

May, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH31890 Citigroup Global Markets HoldingsInc. Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Invesco QQQ TrustSM, Series 1, theiShares®Russell 2000 ETF and the State Street®SPDR®S&P 500®ETF Trust Due May 15, 2028 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 thepotential for periodic contingent coupon payments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securitiesof the same maturity. In exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the yield on our conventional debtsecurities of the same maturity because you may not receive one or more, or any, contingent coupon payments, (ii) the value of what you receive at maturity may be significantly less than You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements inany one of the underlyings. Although you will have downsideexposure to the worst performing underlying, you will not receive dividends with respect to any underlying 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 andCitigroup Inc. default on our obligations.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to 2.50% of the statedprincipal amount of the securities (equivalent to a contingent coupon rate of10.00% per annum)if and only ifthe closing value of the worstperforming underlying on the immediately preceding valuation date is greater thanor equal to itscoupon barrier value.If the closing value of theworst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingent couponpayment on the immediately following contingent coupon payment date. If the closing value of the worst performing underlying on oneor more valuation dates is less than its coupon barrier value and, on a subsequent valuation date, the closing value of the worst If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold (in addition to the finalcontingent coupon payment, if applicable): ■If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits final barrier value:$1,000■If the final underlying value of the worst performing underlying on the final valuation date isless thanits final barrier value: If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performing underlying on thefinal valuation date is less than its final barrier value, you will receive underlying shares of the worst performing underlying on the finalvaluation date (or, in our sole discretion, cash) that will be worth significantly less than the stated principal amount of your securities, Citigroup Global Markets Holdings Inc. Citigroup Global Markets Holdings Inc. Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, assupplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain importantdisclosures that are not repeated in this pricing supplement. For example, the accompanying product supplement contains important informationabout how the closing value of each underlying will be determined and about adjustments that may be made to the terms of the securities upon the Closing Value.The “closing value” of each underlying on any date is the closing price of its underlying shares on such date, as provided in theaccompanying product supplement. The “underlying shares” of the underlyings are their respective shares that are traded on a U.S. national Underlying Prospectuses.In addition to this pricing supplement and the accompanying product supplement, prospectus supplement andprospectus, you should read the prospectus for each underlying on file at the SEC website, which can be accessed via the hyperlinks below. The Prospectus for Invesco QQQ TrustSM, Series 1 dated December 22, 2025:https://www.sec.gov/Archives/edgar/data/1067839/000110465925123273/tm2529177d1_485bpos.htmProspectus for iShares®Russell 2000 ETF dated August 1, 2025:https://www.sec.gov/Archives/edgar/data/1100663/000119312525162603