花旗集团美股招股说明书(2026-05-18版)

Citigroup Global Markets Holdings Inc. Autocallable Contingent Coupon Market-Linked Securities Linked to the Worst Performing of Advanced Micro Devices, Inc.,Broadcom Inc. and Micron Technology, Inc. Due May 18, 2033▪ The securities will be automatically called for redemption prior to maturity if the closing value of the worst performing underlying on any potential autocall date is greater than or equal to its ▪The performance of the securities will depend solely on the performance of the worst performing of the underlyings specified below. You will be subject to risks associated with each of theunderlyings and will be negatively affected by adverse movements inany one of the underlyings. In addition, you will not receive dividends with respect to any underlying or participate inany 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. June 15, 2026, July 15, 2026, August 13, 2026, September 15, 2026, October 14, 2026, November 13, 2026, December 15, 2026, January 13,2027, February 12, 2027, March 15, 2027, April 14, 2027, May 13, 2027, June 15, 2027, July 14, 2027, August 13, 2027, September 15, 2027,October 13, 2027, November 15, 2027, December 15, 2027, January 12, 2028, February 15, 2028, March 15, 2028, April 12, 2028, May 15, 2028,June 14, 2028, July 13, 2028, August 15, 2028, September 13, 2028, October 13, 2028, November 15, 2028, December 13, 2028, January 12,2029, February 14, 2029, March 14, 2029, April 13, 2029, May 15, 2029, June 13, 2029, July 13, 2029, August 15, 2029, September 13, 2029,October 15, 2029, November 14, 2029, December 13, 2029, January 15, 2030, February 13, 2030, March 13, 2030, April 15, 2030, May 15, 2030,June 13, 2030, July 15, 2030, August 14, 2030, September 13, 2030, October 15, 2030, November 13, 2030, December 13, 2030, January 15,2031, February 12, 2031, March 13, 2031, April 15, 2031, May 14, 2031, June 13, 2031, July 15, 2031, August 13, 2031, September 15, 2031,October 15, 2031, November 13, 2031, December 15, 2031, January 14, 2032, February 12, 2032, March 15, 2032, April 14, 2032, May 13, 2032,June 15, 2032, July 14, 2032, August 13, 2032, September 15, 2032, October 13, 2032, November 15, 2032, December 15, 2032, January 12,2033, February 15, 2033, March 15, 2033, April 12, 2033 and May 13, 2033 (the “final valuation date”), each subject to postponement if such dateis not a scheduled trading day or certain market disruption events occur Contingent coupon paymentdates:The 18th day of each month, beginning in June 2026, provided that the final contingent coupon payment date will be the maturity date. Eachcontingent coupon payment date is subject to postponement to the next succeeding business day if such day is not a business day. In addition, ifthe valuation date immediately preceding any contingent coupon payment date is postponed, that contingent coupon payment date will bepostponed to the third business day following that valuation date as postponed; provided that the contingent coupon payment date with respect tothe final valuation date will be the maturity date. No interest will accrue as a result of any delayed payment. Contingent coupon:On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to 0.8458% of the statedprincipal amount of the securities (equivalent to a contingent coupon rate ofapproximately10.15% per annum)if and only ifthe closing value ofthe worst performing underlying on the immediately preceding valuation date is greater thanor equal to itscoupon barrier value.If the closingvalue of the worst performing underlying on any valuation date is less than its coupon barrier value, you will not receive any contingentcoupon payment on the immediately following contingent coupon payment date. Payment at maturity:If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold, the stated principalamountplusthe final contingent coupon payment, if applicable. (1) On the date of this pricing supplement, the estimated value of the securities is $880.20 per security, which is less than the issue price. The estimated value of the securities is based on CGMI’sproprietary pricing models and our internal funding 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 personmay 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 $41.25 for each security sold in this offer