花旗集团美股招股说明书(2026-01-20版)

January, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH30021 Citigroup Global Markets Holdings Inc. Autocallable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTM, the Russell 2000®Index and the S&P 500®Index Due February 4, 2031 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 than You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements inany one of the underlyings. Although you will have downsideexposure to the worst performing underlying, you will not receive dividends with respect to any underlying or participate in any appreciation 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 andCitigroup 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. Valuation dates:April 28, 2026, July 28, 2026, October 28, 2026, January 28, 2027, April 28, 2027, July 28, 2027, October 28, 2027, January 28, 2028, April 28,2028, July 28, 2028, October 30, 2028, January 29, 2029, April 30, 2029, July 30, 2029, October 29, 2029, January 28, 2030, April 29, 2030, July29, 2030, October 28, 2030 and January 28, 2031 (the “final valuation date”), each subject to postponement if such date is not a scheduled tradingday or certain market disruption events occur On each contingent coupon payment date,unless previously redeemed,the securities will pay a contingent couponequal to 2.3125% of the statedprincipal amount of the securities (equivalent to a contingent coupon rate of9.25% per annum)if and only ifthe closing value of the worst ■If the final underlying value of the worst performing underlying on the final valuation date isgreater than or equal toits final barrier value:$1,000■If the final underlying value of the worst performing underlying on the final valuation date isless thanits final barrier value: If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performing underlying on thefinal valuation date is less than its final barrier value, you will receive significantly less than the stated principal amount of yoursecurities, and possibly nothing, at maturity, and you will not receive any contingent coupon payment at maturity. (2) CGMI will pay selected dealers a structuring fee of up to $6.00 for each security they sell.For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in thispricing supplement. CGMI and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in theaccompanying 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 via Product Supplement No. EA-04-10 dated March 7, 2023Underlying Supplement No. 11 dated March 7, 2023Prospectus Supplement and Prospectus each dated March 7, 2023 Citigroup Global Markets Holdings Inc. 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 inform