花旗美股招股说明书(2026-07-14版)

July 9, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH33042Filed Pursuant to Rule 424(b)(8)Registration Statement Nos. 333-293732 and333-293732-02Autocallable Phoenix Securities Based on the Invesco QQQ TrustSM , Series 1 Due July 14, 2027The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc.The securities offer the potential for contingent couponpayments at an annualized rate that, if all are paid, would produce a yield that is generally higher than the yield on ourconventional debt securities of the same maturity. In exchange for this higher potential yield, you must be willing toaccept the risks that (i) your actual yield may be lower than the yield on our conventional debt securities of the samematurity because you may not receive one or more, or any, contingent coupon payments; (ii) your actual yield may benegative because, at maturity, you may receive significantly less than the stated principal amount of your securitiesand possibly nothing; and (iii) the securities may be automatically redeemed prior to maturity. Each of these risks willdepend on the performance of the shares of the Invesco QQQ TrustSM, Series 1 (the “underlying shares”), asdescribed below.Although you will be exposed to downside risk with respect to the underlying shares, you will notparticipate in any appreciation of the underlying shares or receive any dividends paid on the underlying shares.If thefinal share price is less than the final barrier price, you will lose more than 1% of the stated principal amountof your securities for every 1% by which the final share price has declined beyond the buffer amount.Accordingly, the lower the final share price, the less benefit you will receive from the buffer. There is nominimum payment at maturity.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.Allpayments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. andCitigroup Inc.KEY TERMS Issuer:Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.Guarantee:All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.Underlying shares:Shares of the Invesco QQQ TrustSM, Series 1 (ticker symbol: “QQQ”) (the “underlying shareissuer” or “ETF”)Aggregate stated principalamount:$10,000,000Stated principal amount:$1,000 per securityStrike date:July 8, 2026Pricing date:July 9, 2026Issue date:July 14, 2026Interim valuation dates:August 10, 2026, September 9, 2026, October 9, 2026, November 9, 2026, December 9,2026, January 11, 2027, February 9, 2027, March 9, 2027, April 9, 2027, May 10, 2027 andJune 9, 2027, each subject to postponement if such date is not a scheduled trading day or ifcertain market disruption events occurFinal valuation date:July 9, 2027, subject to postponement if such date is not a scheduled trading day or if certainmarket disruption events occurMaturity date:Unless earlier redeemed, July 14, 2027, subject to postponement as described under“Additional Information” belowContingent couponpayment dates:For any interim valuation date, the third business day after such interim valuation date; andfor the final valuation date, the maturity dateContingent coupon:On each contingent coupon payment date, unless previously redeemed, the securities willpay a contingent coupon equal to 1.4667% of the stated principal amount of the securitiesifand only ifthe relevant share price for the related interim valuation date or with respect tothe final valuation date, as applicable, is greater than or equal to the coupon barrier price.Ifthe relevant share price on any interim valuation date or with respect to the finalvaluation date, as applicable, is less than the coupon barrier price, you will notreceive any contingent coupon payment on the related contingent coupon paymentdate. If the relevant share price is less than the coupon barrier price on one or moreinterim valuation dates and, on a subsequent interim valuation date or with respect tothe final valuation date, the relevant share price is greater than or equal to the couponbarrier price, your contingent coupon payment for that subsequent interim valuationdate or with respect to the final valuation date, as applicable, will include allpreviously unpaid contingent coupon payments (without interest on amountspreviously unpaid).However, if the relevant share price is less than the couponbarrier price on an interim valuation date and on each subsequent interim valuationdate thereafter and with respect to the final valuation date, you will not receive theunpaid contingent coupon payments in respect of those interim valuation dates andwith respect to the final valuation date.Aut