花旗美股招股说明书(2026-05-22版)

June, 2026Medium-Term Senior Notes, Series NPricing Supplement No. 2026-USNCH[ ] Citigroup Global Markets HoldingsInc. Autocallable Securities Linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER Due June 5, 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 debtsecurities, the securities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on a periodic basis on the terms The securities offer the potential for automatic early redemption at a premium following the first valuation date (other than the final valuation date) on which the closing value of theunderlying is greater than or equal to the autocall barrier value. If the securities are not automatically redeemed prior to maturity, the securities will provide for (i) repayment of the statedprincipal amountplusa premium at maturity if the final underlying value is greater than or equal to the autocall barrier value or (ii) repayment of the stated principal amount at maturity, withno premium, if the final underlying value is less than the autocall barrier value but greater than or equal to the final barrier value specified below.However, if the securities are not The underlying is highly risky because it may reflect highly leveraged exposure to any decline in the S&P 500 Futures Excess Return Index. The S&P 500 Futures ExcessReturn Index tracks futures contracts on the S&P 500®Index and is likely to underperform the S&P 500®Index because of an implicit financing cost. In addition, 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 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. Automatic early redemption:If, on any valuation date prior to the final valuation date, the closing value of the underlying is greater than or equal to the autocall barrier value, thesecurities will be automatically redeemed on the fifth business day immediately following that valuation date for an amount in cash per securityequal to $1,000 plus the premium applicable to that valuation date. If the securities are automatically redeemed following any valuation date prior If the securities are not automatically redeemed prior to maturity, you will receive at maturity for each security you then hold:■ If the final underlying value isgreater than or equal tothe autocall barrier value:$1,000 + the premium applicable to the final valuation date■If the final underlying value isless thanthe autocall barrier value butgreater than or equal tothe final barrier value: (2) CGMI will receive an underwriting fee of up to $8.00 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give effect to the actual total underwritingfee. For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit fromexpected hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.(3) The per security proceeds to issuer indicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting fee. As noted above, theunderwriting fee is variable. 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 suchproviders. Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning onpage PS-7. 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 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 disc