花旗美股招股说明书(2026-08-13版)

Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH[ ]Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-293732 and 333-293732-02 Citigroup Global Markets Holdings Autocallable Buffer Securities Linked to the S&P 500®Index Due August 19, 2031▪ 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 debt securities, thesecurities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on the terms described below. Your return on the securitieswill depend on the performance of the underlying specified below.▪ The securities offer the potential for automatic early redemption at a premium following the valuation date prior to the final valuation date if the closing value of the underlying is greater than or equal tothe initial underlying value. If the securities are not automatically redeemed prior to maturity, the securities will no longer offer the opportunity to receive a premium, but instead, at maturity, will provide for(i) the opportunity to participate in any appreciation of the underlying from the initial underlying value at the upside participation rate specified below and (ii) if the final underlying value is less than theinitial underlying value but greater than or equal to the final buffer value specified below, repayment of the stated principal amount with no premium or other return.However, if the securities are notautomatically redeemed prior to maturity and the underlying on the final valuation date has depreciated from the initial underlying value so that the final underlying value is less than thefinal buffer value, you will lose 1% of the stated principal amount of your securities for every 1% by which that depreciation exceeds the buffer percentage specified below.Although you willhave downside exposure to the underlying, you will not receive dividends with respect to the 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.All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. August 20, 2027 and August 14, 2031 (the “final valuation date”), each subject to postponement if such date is not a scheduled tradingday or certain market disruption events occur Automatic early redemption:If, on the valuation date prior to the final valuation date, the closing value of the underlying is greater than or equal to the initial underlyingvalue, the securities will be automatically redeemed on the third business day immediately following that valuation date for an amount incash per security equal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemedfollowing the valuation date prior to the final valuation date, they will cease to be outstanding and you will not have the opportunity toparticipate in any appreciation of the underlying. Premium:The premium applicable to the valuation date prior to the final valuation date is the percentage of the stated principal amount indicatedbelow.The premium may be significantly less than the appreciation of the underlying from the pricing date to the valuation dateprior to the final valuation date. ■If the final underlying value isgreater thanthe initial underlying value:$1,000 + the return amount■If the final underlying value isless than or equal tothe initial underlying value butgreater than or equal tothe final buffervalue:$1,000■If the final underlying value isless thanthe final buffer value:$1,000 + [$1,000 × (the underlying return + the buffer percentage)]If the securities are not automatically redeemed prior to maturity and the final underlying value is less than the final buffer value, which means that the underlying has depreciated from the initial underlying value by more than the buffer percentage,you will lose 1% of the stated principal amount of your securities at maturity for every 1% by which that depreciation exceedsthe buffer percentage. (i) The final underlying valueminusthe initial underlying value,divided by(ii) the initial underlying value The securities will not be listed on any securities exchange In addition, CGMI will pay to one or more electronic platform providers a fee of up to $1.50 for each security sold in this offering where related selected dealers and/or custodians implement or utilize such 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 determine