花旗集团美股招股说明书(2026-01-21版)

January 16, 2026Medium-Term Senior Notes, Series GPricing Supplement No. 2026-CMTNG1779 Citigroup Inc. Callable Range Accrual Notes Linked to the 10-Year CMT Rate Due January 21, 2036 Variable coupon.Contingent interest will accrue on the notes during each accrual period at the contingent ratespecified belowonlyfor each elapsed day during that accrual period on which the accrual condition is satisfied.Theaccrual condition will be satisfied on an elapsed dayonly ifthe 10-year CMT rate (as defined below) on that day is approximately one year after the issue date.The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Inc.Investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving anyamount due under the notes if we default on our obligations.All payments on the notes are subject to the credit affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes from you at any time after issuance.See “Valuation of the Notes” in this pricing supplement.(2) CGMI, an affiliate of Citigroup Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to$25.00 per note sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwriting fee.You should refer to “Risk Factors” and “Supplemental Plan of Distribution” in this pricing supplement for more information. In addition to the underwriting Hedging” in the accompanying prospectus.(3) The per note proceeds to issuer indicated above represent the minimum per note proceeds to issuer for any note, assuming the maximum per noteunderwriting fee. As noted above, the underwriting fee is variable.Investing in the notes involves risks not associated with an investment in conventional debt securities. See “Risk Factors” beginning on page PS-4. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved Hypothetical Examples Variable Coupon Payments The following table presents examples of hypothetical variable coupon payments on an interest payment date based onthe number of accrual days in a particular accrual period. For illustrative purposes only, the table assumes an accrualperiod that contains 90 elapsed days and a day count fraction of 90/360. Your actual coupon payment for any interestpayment date will depend on the actual number of elapsed days during the relevant accrual period and the actual level of ** The hypothetical variable coupon rate per annum is equal to (i) the contingent rate of 8.50% per annummultipliedby(ii) (a) the hypothetical number of accrual days in the related accrual period,divided by(b) 90. *** The hypothetical variable coupon payment per note is equal to (i) $1,000multiplied bythe hypothetical variablecoupon rate per annum,multiplied by(ii) day count fraction. Risk Factors An investment in the notes is significantly riskier than an investment in conventional debt securities.The notes are subjectto all of the risks associated with an investment in our conventional debt securities, including the risk that we may defaulton our obligations under the notes, and are also subject to risks associated with the 10-year CMT rate.Accordingly, the The following is anon-exhaustive listof certain key risk factors for investors in the notes.You should read the risk factorsbelow together with the risk factors included in the accompanying prospectus supplement and in the documentsincorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form The notes offer a variable coupon rate, and you may not receive any coupon payment on one or more interestpayment dates.Any variable coupon payment you receive will be paid at a per annum rate equal to the contingentrateonly if the accrual condition is satisfied on each elapsed day during the related accrual period. The accrualcondition will be satisfied on any elapsed dayonly if the 10-year CMT rate is within the CMT rate range on thatelapsed day.If, on any elapsed day during an accrual period, the accrual condition is not satisfied, the applicablevariable coupon payment will be paid at a rate that is less, and possibly significantly less, than the contingent rate.If, The higher potential yield offered by the notes is associated with greater risk that the notes will pay a low orno coupon on one or more interest payment dates.The notes offer coupon payments with the potential to result ina higher yield than the yield on our conventional debt securities of the same maturity.You should understand that, inexchange for this potentially higher yield, you will be exposed to significantly greater risks than investors in ourconventional debt securities.These risks include the risk that the variable coupon payments you r