花旗美股招股说明书(2026-05-18版)

Citigroup Global Markets Holdings Inc. Autocallable Contingent Coupon Equity Linked Securities Linked to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index(USD) ER Due May 24, 2032▪ 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 thanthe 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. Although you will have downside exposure to the underlying, you will not receivedividends with respect to the underlying or participate in any appreciation of the underlying.▪ The underlying is highly risky because it may reflect highly leveraged exposure to any decline in the S&P 500 Futures Excess Return Index. The S&P 500 Futures ExcessReturn Index tracks futures contracts on the S&P 500®Index and is likely to underperform the S&P 500®Index because of an implicit financing cost. In addition, the underlyingis subject to a decrement of 6% per annum, which will be a significant drag on its performance. You should carefully review the section “Summary Risk Factors—Risksrelating to the S&P 500 Futures 35% Edge Volatility 6% Decrement Index (USD) ER” in this pricing supplement.▪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 payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The third business day after each valuation date, except that the contingent coupon payment date following the final valuationdate will be the maturity date Contingent couponpayment dates: Contingent coupon:On each contingent coupon payment date, unless previously redeemed, the securities will pay a contingent coupon equal to1.5583% of the stated principal amount of the securities (equivalent to a contingent coupon rate of approximately 18.70% perannum)if and only ifthe closing value of the underlying on the immediately preceding valuation date is greater than or equal tothe coupon barrier value.If the closing value of the underlying on any valuation date is less than the coupon barriervalue, you will not receive any contingent coupon payment on the immediately following contingent coupon paymentdate. If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold (inaddition 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:$1,000 + ($1,000 × the underlying return) If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the finalbarrier value, you will receive significantly less than the stated principal amount of your securities, and possiblynothing, at maturity, and you will not receive any contingent coupon payment at maturity. (2)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 affiliates may profit fromhedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage 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 theaccompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.You should read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, which can be accessed viathe hyperlinks be