花旗美股招股说明书(2026-07-29版)

Citigroup Global Markets HoldingsInc. Autocallable Equity Linked Securities Linked to the Performance of Advanced Micro Devices, Inc.,Intel Corporation and Micron Technology, Inc. Due July 28, 2028 ▪The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global MarketsHoldings Inc. and guaranteed by Citigroup Inc. The securities offer periodic coupon payments at an annualized ratethat is generally higher than the yield on our conventional debt securities of the same maturity. In exchange for thishigher yield, you must be willing to accept the risks that (i) the value of what you receive at maturity may besignificantly less than the stated principal amount of your securities, and may be zero (excluding the final couponpayment), and (ii) the securities may be automatically called for redemption prior to maturity beginning on the firstpotential autocall date specified below.Each of these risks will depend on the individual performance of theunderlyings specified below.▪You will be subject to risks associated with each of the underlyings and may be negatively affected by adverse movements inany one of the underlyings. Although you will have downside exposure to the worst performingunderlying if the securities are not automatically redeemed prior to maturity, the final underlying value of the worstperforming underlying on the valuation date is less than its final barrier value and each of the underlyings depreciatesfrom its initial underlying value, you will not receive dividends with respect to any underlying or participate in anyappreciation 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 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. Coupon payments:On each coupon payment date, unless previously redeemed, the securities will pay acoupon equal to 1.6125% of the stated principal amount of the securities (equivalent to acoupon rate of approximately 19.35% per annum) Payment at maturity:If the securities are not automatically redeemed prior to maturity, you will receive atmaturity for each security you then hold (in addition to the final coupon payment):If the final underlying value of the worst performing underlying on the valuation date is greater than or equal toits final barrier value: $1,000If the final underlying value of the worst performing underlying on the valuation date isless thanits final barrier value and:othe final underlying value ofanyunderlying is greater than or equal to its initialunderlying value: $1,000othe final underlying value ofeachunderlying is less than its initial underlying value:$1,000 + ($1,000 × the underlying return of the worst performing underlying on thevaluation date)If the securities are not automatically redeemed prior to maturity, the final underlying value of the worst performing underlying on the valuation date is lessthan its final barrier value and the final underlying value of each underlying is lessthan its initial underlying value, you will receive significantly less than the stated Investing in the securities involves risks not associated with an investment in conventionaldebt securities. See “Summary Risk Factors” beginning on page PS-6.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying productsupplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contraryis a criminal offense.You should read this pricing supplement together with the accompanying product supplement, prospectus supplement and prospectus, which can be accessed via the hyperlinks below:Product Supplement No. EA-02-12 dated February 25, 2026Prospectus Supplement and Prospectus each dated February 25, 2026The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Additional Information General.The terms of the securities are set forth in the accompanying product supplement, prospectus supplement andprospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplementand prospectus contain important disclosures that are not repeated in this pricing supplement. For example, theaccompanying product supplement contains important information about how the closing value of each underlying will bedetermined 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. It is impo