花旗美股招股说明书(2026-06-23版)

Citigroup Global Markets HoldingsInc. Enhanced Buffered Digital Securities Linked to the Worst Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index Due September 30, 2027 ▪ The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debtsecurities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment at maturity that may be greater than or less thanthe stated principal amount, depending on the performance of theworst performingof the underlyings specified below from its initial underlying value to its final underlying value. The securities offer modified exposure to the performance of the worst performing underlying, with (i) a digital (fixed) return at maturity so long as the final underlying value of the worstperforming underlying is greater than or equal to its final buffer value and (ii) if the final underlying value of the worst performing underlying is less than its final buffer value, a limited bufferagainst the depreciation of the worst performing underlying as described below. In exchange for these features, investors in the securities must be willing to forgo (i) any appreciation of theworst performing underlying in excess of the digital return and (ii) any dividends with respect to any underlying. In addition, investors in the securities must be willing to accept downside You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one of the underlyings. In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must be willing to accept (i) an investment that may have limited or noliquidity and (ii) the risk of not receiving any amount due under the securities if we and Citigroup Inc. default on our obligations.All payments on the securities are subject to the creditrisk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If the final underlying value of the worst performing underlying is less than its final buffer value, which means that the worst performingunderlying has depreciated from its initial underlying value by more than the buffer percentage, you will lose 1% of the stated principalamount of your securities at maturity for every 1% by which that depreciation exceeds the buffer percentage. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-5. 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 via Citigroup Global Markets Holdings Inc. Additional Information The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented bythis pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that arenot repeated in this pricing supplement. For example, the accompanying product supplement contains important information about how the closingvalue of each underlying will be determined 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. The accompanying underlying supplement contains information Payout Diagram The diagram below illustrates your payment at maturity for a range of hypothetical underlying returns of the worst performing underlying. Thediagram assumes that the digital return amount will be set at the lowest value indicated on the cover page of this pricing supplement. The actualdigital return amount will be determined on the pricing date. Investors in the securities will not receive any dividends with respect to the underlyings. The diagram and examples below do not showany effect of lost dividend yield over the term of the securities.See “Summary Risk Factors—You will not receive dividends or have any otherrights with respect to the underlyings” below. Citigroup Global Markets Holdings Inc. Hypothetical Examples The examples below illustrate how to determine the payment at maturity on the securities, assuming the various hypothetical final underlyingvalues indicated below. The examples are solely for illustrative purposes, do not show all possible outcomes and are not a predic