[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_97":98},"routes/item",{"_9":10},"item",{"_11":12,"_13":14,"_15":16,"_17":18,"_19":20,"_21":-5,"_22":23,"_24":25,"_26":27,"_28":29,"_30":29,"_31":32,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":-5,"_46":47,"_48":-5,"_49":-5,"_50":51,"_52":53,"_54":55,"_56":57,"_58":57,"_59":60,"_61":40,"_62":63},"id","fghaeeiyc2qkjdepkmegmak7y","revision",2,"title","花旗集团子公司发行与合成2Y2Y SOFR CMS利率挂钩的无担保债券，2027年1月到期","originalTitle","CITIGROUP INC (0000831001) (Filer)","summary","Citigroup Global Markets Holdings Inc.发行一款由Citigroup Inc.提供担保的无担保债务证券，挂钩合成2Y2Y SOFR CMS利率，2027年1月20日到期。","reason","source",{"_11":87,"_88":89,"_90":91,"_92":57,"_93":94,"_95":96},"links",{"_84":85,"_63":86},"publishedAt","2026-10-19T16:36:36.000Z","discoveredAt","2026-10-19T16:58:00.411Z","timelineAt","category","ai-products","tags",[81,82,83],"stockSymbols",[80],"score",52,"selected",false,"channel","news","story",{"_72":73,"_15":74},"x","readingMode","full","author","language","body",{"_76":-5,"_63":77,"_78":-5,"_79":40},"outline",[],"relatedStories",[75],"indexable",true,"markdownAvailable","group",{"_64":65,"_43":66,"_67":68,"_69":70,"_71":70},"hasTranslation","bodyLanguage","original","factId","fsCSrrzsi8U4",{"_72":73,"_15":74},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","8682e9d0-2cd3-490d-ac88-c99f72fc151d","花旗发行SOFR挂钩债券",{"_72":73,"_15":74},"zh","\n \n \n \n

Citigroup Global Markets Holdings Inc.

October 16, 2026

Medium-Term Senior Notes,\nSeries N

Pricing Supplement No. 2026-USNCH34702

Filed Pursuant to Rule 424(b)(2)

Registration Statement Nos.\n333-293732 and 333-293732-02

Principal-at-Risk Securities Linked to the Synthetic\n2Y2Y SOFR CMS Rate Due January 20, 2027

\n\n

▪

The securities offered by this pricing supplement are unsecured\ndebt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt\nsecurities, the securities do not pay interest and do not repay a fixed amount of principal at maturity. Instead, the securities\noffer a payment at maturity that may be greater than, equal to or less than the issue price, depending on the synthetic 2Y2Y SOFR CMS\nrate on the valuation date. The synthetic 2Y2Y SOFR CMS rate on any date is intended to represent the USD SOFR ICE swap rate\nfor the 2-year period starting 2 years from the current date. We refer to this rate as “synthetic” because it\nis not a directly market-observable rate, and for purposes of the securities is calculated “synthetically” using a formula\nbased on the 4-year USD SOFR ICE swap rate and the 2-year USD SOFR ICE swap rate on the current date, as specified in more detail below.

\n\n

▪

Investors will receive the maximum payment at maturity specified\nbelow only if the synthetic 2Y2Y SOFR CMS rate on the valuation date is less than or equal to the strike specified below. If\nthe synthetic 2Y2Y SOFR CMS rate on the valuation date is greater than the strike, investors will receive less than the maximum payment\nat maturity and may receive less, and possibly significantly less, than the stated principal amount. In that instance, the\ngreater the difference between the synthetic 2Y2Y SOFR CMS rate on the valuation date and the strike, the lower your payment at maturity,\nsubject to the minimum payment at maturity. If the synthetic 2Y2Y SOFR CMS rate on the valuation date is greater than the\nstrike by an amount that is equal to or greater than the OTM strike width specified below, investors will receive only the minimum payment\nat maturity specified below, representing a significant loss on an investment in the securities.

\n\n

▪

The securities are highly risky investments. A\nrelatively small increase in the synthetic 2Y2Y SOFR CMS rate as of the valuation date compared to the strike will result in the loss\nof a significant portion of your investment.

\n\n

▪

Investors in the securities must be willing to accept (i) an\ninvestment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we and Citigroup\nInc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings\nInc. and Citigroup Inc.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

KEY TERMS
Issuer:	Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee:	All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Issue price:	100.00% of the stated principal amount ($1,000 per $1,000 stated principal amount security)
Stated principal amount:	$1,000 per security
Synthetic 2Y2Y SOFR CMS rate:	On any date, (2 × SOFR CMS4) minus SOFR CMS2, each as determined on that date.
SOFR CMS4 and SOFR CMS2:	On any date, “SOFR CMS4” is the 4-year USD SOFR ICE swap rate and “SOFR CMS2” is the 2-year USD SOFR ICE swap rate, in each case, on that date, determined as set forth under “Additional Terms of the Securities” below.
Strike date:	October 15, 2026
Pricing date:	October 16, 2026
Issue date:	October 23, 2026
Valuation date:	January 15, 2027 or, if such day is not a U.S. government securities business day, the next succeeding U.S. government securities business day
Maturity date:	January 20, 2027. If the maturity date is not a business day, the payment due on that date will be paid on the next succeeding business day, and no interest will accrue as a result of the delay in payment.
Payment at maturity:	\n For each $1,000 stated principal amount security you hold at maturity,\nyou will receive an amount determined as follows: \n ·\tIf\nthe synthetic 2Y2Y SOFR CMS rate on the valuation date is greater than the strike, an amount calculated as follows: \n the maximum payment at maturity minus [$1,000\n× the product (expressed as a percentage) of (a) (1 / OTM strike width) × (b) (the synthetic 2Y2Y SOFR CMS rate on the valuation\ndate minus the strike)], subject to the minimum payment at maturity \n ·\tIf\nthe synthetic 2Y2Y SOFR CMS rate on the valuation date is less than or equal to the strike, the maximum payment at maturity \n If the synthetic 2Y2Y SOFR CMS rate on the valuation date is\ngreater than the strike, then the greater that difference, the lower your payment at maturity, subject to the minimum payment at maturity. You\ncould lose a significant portion of your investment in the securities.
Strike:	4.621%, determined on the strike date in the sole discretion of the calculation agent
OTM strike width:	0.50%
Maximum payment at maturity:	$1,323.3589195
Minimum payment at maturity:	$323.3589195
Listing:	The securities will not be listed on any securities exchange
CUSIP / ISIN:	1730QA2B5 / US1730QA2B57
Underwriter:	Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
Underwriting fee and issue price:	Issue price⁽¹⁾	Underwriting fee⁽²⁾	Proceeds to issuer
Per security:	$1,000.00	$0.00	$1,000.00
Total:	$13,549,000.00	$0.00	$13,549,000.00

(1) On the date of this pricing supplement, the estimated value of\nthe securities is $996.63 per security, which is less than the issue price. The estimated value of the securities is based on CGMI’s\nproprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates,\nnor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any\ntime after issuance. See “Valuation of the Securities” in this pricing supplement.

(2) For more information on the distribution of the securities, see\n“Supplemental Plan of Distribution” in this pricing supplement. CGMI and its affiliates may profit from hedging\nactivity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the\naccompanying prospectus.

Investing in the securities involves risks not associated with an\ninvestment in conventional debt securities. See “Risk Factors Relating to the Securities” beginning on page PS-4.

Neither the Securities and Exchange Commission\n(the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this pricing\nsupplement and the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a\ncriminal offense.

You should read this pricing supplement together\nwith the accompanying prospectus supplement and prospectus, each of which can be accessed via the hyperlink below:

Prospectus Supplement and Prospectus each dated February 25, 2026

The securities are not bank deposits and are\nnot insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of,\nor guaranteed by, a bank.

Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The table and examples below illustrate various hypothetical payments\nat maturity based on various hypothetical synthetic 2Y2Y SOFR CMS rates on the valuation date. The outcomes below are not exhaustive. Your\nactual payment at maturity will depend on the actual synthetic 2Y2Y SOFR CMS rate on the valuation date.

The table and examples are for purposes of illustration only and have\nbeen rounded for ease of analysis.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Hypothetical Synthetic 2Y2Y SOFR CMS Rate on the Valuation Date	Hypothetical Payment at Maturity per Security	Hypothetical Total Return on Securities⁽¹⁾
5.50000%	$323.3589195	-67.66410805%
5.40000%	$323.3589195	-67.66410805%
5.30000%	$323.3589195	-67.66410805%
5.20000%	$323.3589195	-67.66410805%
5.12100%	$323.3589195	-67.66410805%
5.10000%	$365.3589195	-63.46410805%
5.00000%	$565.3589195	-43.46410805%
4.90000%	$765.3589195	-23.46410805%
4.80000%	$965.3589195	-3.46410805%
4.78268%	$1,000.0000000	0.00000000%
4.70000%	$1,165.3589195	16.53589195%
4.62100%	$1,323.3589195	32.33589195%
4.60000%	$1,323.3589195	32.33589195%
4.50000%	$1,323.3589195	32.33589195%
4.40000%	$1,323.3589195	32.33589195%
4.30000%	$1,323.3589195	32.33589195%

⁽¹⁾

The “hypothetical total return on the securities” is equal to (i) (a) the hypothetical payment at maturity per security\nminus (b) the issue price of $1,000.00 per security, divided by (ii) the issue price of $1,000.00 per security.

Example 1: The synthetic 2Y2Y SOFR CMS rate on the valuation\ndate is 4.500%, which is less than the strike.

In this example, since the synthetic 2Y2Y SOFR CMS rate on the valuation\ndate is less than or equal to the strike, you would receive the maximum payment at maturity of $1,323.3589195 per security and your total\nreturn at maturity would be equal to 32.33589195%.

Example 2: The synthetic 2Y2Y SOFR CMS rate on the valuation\ndate is 4.700%, which is greater than the strike.

Payment at maturity per security = the maximum payment at maturity minus\n[$1,000 × the product (expressed as a percentage) of (a) (1 / OTM strike width) × (b) (the synthetic 2Y2Y SOFR CMS rate on\nthe valuation date minus the strike)], subject to the minimum payment at maturity

= $1,323.3589195 minus [$1,000 × the product (expressed\nas a percentage) of (a) (1 / 0.50%) × (b) (4.700% - 4.621%)], subject to the minimum payment at maturity

= $1,323.3589195 minus [$1,000 × the product (expressed\nas a percentage) of (a) 200 × (b) 0.079%], subject to the minimum payment at maturity

PS-2

Citigroup Global Markets Holdings Inc.

= $1,323.3589195 minus [$1,000 × 15.80%], subject to the\nminimum payment at maturity

= $1,323.3589195 minus $158.00, subject to the minimum payment\nat maturity

= $1,165.3589195

In this example, the payment at maturity per security would be $1,165.3589195\nand your total return at maturity would be equal to 16.53589195%.

Example 3: The synthetic 2Y2Y SOFR CMS rate on the valuation\ndate is 5.000%, which is greater than the strike.

= $1,323.3589195 minus [$1,000 × the product (expressed\nas a percentage) of (a) (1 / 0.50%) × (b) (5.000% - 4.621%)], subject to the minimum payment at maturity

= $1,323.3589195 minus [$1,000 × the product (expressed\nas a percentage) of (a) 200 × (b) 0.379%], subject to the minimum payment at maturity

= $1,323.3589195 minus [$1,000 × 75.80%], subject to the\nminimum payment at maturity

= $1,323.3589195 minus $758.00, subject to the minimum payment\nat maturity

= $565.3589195

In this example, the payment at maturity per security would be $565.3589195\nand your total return at maturity would be equal to -43.46410805%, representing a significant loss on your investment.

Example 4: The synthetic 2Y2Y SOFR CMS rate on the valuation\ndate is 5.200%, which is greater than the strike.

= $1,323.3589195 minus [$1,000 × the product (expressed\nas a percentage) of (a) (1 / 0.50%) × (b) (5.200% - 4.621%)], subject to the minimum payment at maturity

= $1,323.3589195 minus [$1,000 × the product (expressed\nas a percentage) of (a) 200 × (b) 0.579%], subject to the minimum payment at maturity

= $1,323.3589195 minus [$1,000 × 115.80%], subject to the\nminimum payment at maturity

= $1,323.3589195 minus $1,158.00, subject to the minimum payment\nat maturity of $323.3589195

= $323.3589195

In this example, the payment at maturity per security would be the minimum\npayment at maturity of $323.3589195 and your total return at maturity would be equal to -67.66410805%, representing a significant loss\non your investment.

PS-3

Citigroup Global Markets Holdings Inc.

Risk Factors Relating\nto the Securities

An investment in the securities is significantly riskier than an investment\nin conventional debt securities. The securities are subject to all of the risks associated with an investment in our conventional\ndebt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the\nsecurities, and are also subject to risks associated with the synthetic 2Y2Y SOFR CMS rate. Accordingly, the securities are\nsuitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult\nyour own financial, tax and legal advisers as to the risks of an investment in the securities and the suitability of the securities in\nlight of your particular circumstances.

The following is a description of certain key risk factors for investors\nin the securities. You should also carefully read the risk factors included in the accompanying prospectus supplement and in\nthe documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on\nForm 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

■

The securities are highly risky, and you may lose a significant portion of your investment. Unlike conventional\ndebt securities, the securities do not repay a fixed amount of principal at maturity. Instead, the securities offer a payment\nat maturity that may be greater than, equal to or less than the issue price, depending on the synthetic 2Y2Y SOFR CMS rate on the valuation\ndate. If the synthetic 2Y2Y SOFR CMS rate on the valuation date is greater than the strike, then the greater that difference,\nthe lower your payment at maturity, subject to the minimum payment at maturity. If the synthetic 2Y2Y SOFR CMS rate on the\nvaluation date is greater than the strike by an amount equal to or greater than the OTM strike width, you will receive only the minimum\npayment at maturity and will lose a significant portion of your investment in the securities.

■

Relatively small differences in the synthetic 2Y2Y SOFR CMS rate on the valuation date will significantly affect the payment at\nmaturity. For example, a hypothetical synthetic 2Y2Y SOFR CMS rate on the valuation date of 4.900% as compared to the strike\nof 4.621% would represent a loss of approximately 23.464% on the securities (as a percentage of the issue price), whereas a hypothetical\nsynthetic 2Y2Y SOFR CMS rate on the valuation date of 5.100% would represent a loss of approximately 63.464% on the securities. In\nthis illustration, a 0.200% difference between these two hypothetical synthetic 2Y2Y SOFR CMS rates on the valuation date results in a\n40.000% difference in your return on the securities. The fact that relatively small differences in the synthetic 2Y2Y SOFR\nCMS rate on the valuation date will result in large differences in the payment at maturity on the securities magnifies the riskiness of\nthe securities.

■

The securities do not pay interest. The securities are not appropriate for investors who require regular payments\nof interest.

■

The securities will be adversely affected by volatility in the synthetic 2Y2Y SOFR CMS rate. The securities will\npay the maximum payment at maturity if the synthetic 2Y2Y SOFR CMS rate on the valuation date is less than or equal to the strike. If\nthe synthetic 2Y2Y SOFR CMS rate on the valuation date is greater than the strike, then the greater that difference, the lower your payment\nat maturity. The more volatile the synthetic 2Y2Y SOFR CMS rate, the greater the likelihood that the synthetic 2Y2Y SOFR CMS\nrate on the valuation date will differ significantly from the strike. As a result, the securities will be adversely affected\nby volatility in the synthetic 2Y2Y SOFR CMS rate.

■

Your potential return on the securities is limited. Your potential total return on the securities at maturity is\nlimited to the difference between the maximum payment at maturity and the issue price per security, regardless of the synthetic 2Y2Y SOFR\nCMS rate during the term of the securities.

■

The strike is determined at the discretion of Citibank, N.A., as the calculation agent. The strike is determined\nby the calculation agent on the strike date in its sole discretion. The strike may reflect a higher or lower value than might\nbe available to you on other instruments on the pricing date or strike date, and the discretion exercised by the calculation agent in\ndetermining the strike could have an impact (positive or negative) on the value of, and your return on, the securities. The calculation\nagent is under no obligation to consider your interests as a holder of the securities in taking any actions that might affect the value\nof the securities, including the determination of the strike.

■

The manner in which the synthetic 2Y2Y SOFR CMS rate is calculated for purposes of the securities may fail to accurately measure\nthe USD SOFR ICE swap rate for the 2-year period starting 2 years in the future. The USD SOFR ICE swap rate for the 2-year\nperiod starting 2 years in the future is not directly market-observable and may only be calculated on a synthetic basis. For\npurposes of the securities, that rate is calculated in accordance with the formula for the synthetic 2Y2Y SOFR CMS rate set forth in this\npricing supplement. This manner of calculating the synthetic 2Y2Y SOFR CMS rate may differ from other methods of calculating\nthis rate that could have been used, and may result in a lower return on the securities than other methods.

■

Your payment at maturity depends on the synthetic 2Y2Y SOFR CMS rate on a single day. Because your payment at maturity\ndepends on the synthetic 2Y2Y SOFR CMS rate solely on the valuation date, you are subject to the risk that the synthetic 2Y2Y SOFR CMS\nrate on that day may differ from the strike by a greater amount on that day than on one or more other dates during the term of the securities. If\nyou had invested in another instrument linked to the synthetic 2Y2Y SOFR CMS rate that you could sell for full value at a time selected\nby you, or if the payment at maturity were based on an average of synthetic 2Y2Y SOFR CMS rates on several dates, you might have achieved\nbetter returns.

PS-4

Citigroup Global Markets Holdings Inc.

■

The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on\nour obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you\nunder the securities. In addition, changes in our actual or perceived creditworthiness are likely to affect the value of the securities\nprior to maturity.

■

The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity. The securities\nwill not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently\nintends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily\nbasis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole discretion, taking into account\nprevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold at that\nprice, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for\nany reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because it is likely\nthat CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor\nmust be prepared to hold the securities until maturity.

■

The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal funding\nrate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging\nthe securities that are included in the issue price. These costs include (i) any selling concessions paid in connection with the offering\nof the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the securities and\n(iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging\nour obligations under the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the\neconomic terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely\naffected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See “The estimated\nvalue of the securities would be lower if it were calculated based on our secondary market rate” below.

■

The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI derived\nthe estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have\nmade discretionary judgments about the inputs to its models, such as the volatility of the synthetic 2Y2Y SOFR CMS rate and the level\nof interest rates generally. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in\nthis offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and\ntherefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the\ncover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes,\nincluding for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead,\nyou should be willing to hold the securities to maturity irrespective of the initial estimated value.

■

The estimated value of the securities would be lower if it were calculated based on our secondary market rate. The estimated\nvalue of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which\nwe are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our secondary\nmarket rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any purchases of the securities\nfrom you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate,\nrather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs\nassociated with the securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity\nneeds and preferences. Our internal funding rate is not an interest rate that we will pay to investors in the securities.

Because there is not an active market for\ntraded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of\ntraded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the\nsecurities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined\nmeasure of our creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted\nfor discretionary factors such as CGMI’s preferences with respect to purchasing the securities prior to maturity.

■

The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing\nto buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of\nthe securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included\nin this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will be based on our\nsecondary market rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition,\nany secondary market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal\namount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions.\nAs a result, it is likely that any secondary market price for the securities will be less than the issue price.

PS-5

Citigroup Global Markets Holdings Inc.

■

The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your\nsecurities prior to maturity will fluctuate based on the value and volatility of the synthetic 2Y2Y SOFR CMS rate and a number of other\nfactors, including those described below. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor\nmay be offset or magnified by the effect of one or more other factors. The paragraphs below describe what we expect to be the impact on\nthe value of the securities of a change in a specific factor, assuming all other conditions remain constant. You should understand that\nthe value of your securities at any time prior to maturity may be significantly less than the issue price.

▪

Synthetic 2Y2Y SOFR CMS rate. We expect that the value of the securities at any time prior to maturity will depend substantially\non the synthetic 2Y2Y SOFR CMS rate at that time.

▪

Volatility of the synthetic 2Y2Y SOFR CMS rate. Volatility refers to the magnitude and frequency of changes in the synthetic\n2Y2Y SOFR CMS rate over any given period. Any increase in the expected volatility of the synthetic 2Y2Y SOFR CMS rate may adversely affect\nthe value of the securities.

▪

Interest rates. We expect that the value of the securities will be affected by changes in U.S. interest rates.

▪

Time remaining to maturity. At any given time, a portion of the value of the securities will be attributable to time value,\nwhich is based on the amount of time then remaining to maturity. If you sell the securities at any time prior to maturity, you will be\ngiving up any increase in the time value of the securities that may result as the time remaining to maturity shortens.

▪

Creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The securities are subject to the credit risk\nof Citigroup Global Markets Holdings Inc. and Citigroup Inc. Therefore, actual or anticipated adverse changes in the creditworthiness\nof Citigroup Global Markets Holdings Inc. and Citigroup Inc. may adversely affect the value of the securities.

It is important for you to understand that the impact of\none of the factors discussed above may offset, or magnify, some or all of any change in the value of the securities attributable to one\nor more of the other factors.

■

Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage\naccount statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward\nadjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Securities” in this pricing\nsupplement.

■

USD SOFR ICE swap rates are affected by a number of factors and may be highly volatile. USD SOFR ICE swap rates are influenced\nby many factors, including:

the monetary policies of the Federal Reserve Board;

current market expectations about future interest rates;

current market expectations about inflation;

the volatility of the foreign exchange markets;

the availability of relevant hedging instruments;

supply and demand for overnight U.S. Treasury repurchase agreements; and

general credit and economic conditions in global markets, and particularly in the United States.

As a result of these factors, USD SOFR\nICE swap rates may be highly volatile. Because USD SOFR ICE swap rates are market rates and are influenced by many factors, it is impossible\nto predict the future value of any USD SOFR ICE swap rate.

■

The offering of the securities does not constitute a recommendation to invest in an instrument linked to the synthetic 2Y2Y SOFR\nCMS rate by CGMI or its affiliates. You should not take the offering of the securities as an expression of our views or the views\nof our affiliates regarding how the synthetic 2Y2Y SOFR CMS rate will perform in the future or as a recommendation to invest in an instrument\nlinked to the synthetic 2Y2Y SOFR CMS rate, including through an investment in the securities. As we are part of a global financial institution,\nour affiliates may, and often do, have positions that conflict with an investment in the securities. You should undertake an independent\ndetermination of whether an investment in the securities is suitable for you in light of your specific investment objectives, risk tolerance\nand financial resources.

■

Our affiliates may have published research, expressed opinions or provided recommendations that are inconsistent with investing\nin the securities and may do so in the future, and any such research, opinions or recommendations could adversely affect the synthetic\n2Y2Y SOFR CMS rate. CGMI and other of our affiliates may publish research from time to time relating to the synthetic 2Y2Y SOFR CMS\nrate. Any research, opinions or recommendations provided by CGMI and other of our

PS-6

Citigroup Global Markets Holdings Inc.

affiliates may influence the synthetic\n2Y2Y SOFR CMS rate, and they may be inconsistent with purchasing or holding the securities. CGMI and other of our affiliates may have\npublished or may publish research or other opinions that call into question the investment view implicit in an investment in the securities.\nInvestors should make their own independent investigation of the synthetic 2Y2Y SOFR CMS rate and the merits of investing in the securities.

■

The synthetic 2Y2Y SOFR CMS rate may be affected by our or our affiliates’ hedging and other trading activities. In connection\nwith the sale of the securities, we have hedged our obligations under the securities through CGMI or other of our affiliates, who have\ntaken positions in the interest rate swaps from which the synthetic 2Y2Y SOFR CMS rate is ultimately derived and may adjust such positions\nduring the term of the securities. We or our counterparties may also adjust this hedge during the term of the securities and\nclose out or unwind this hedge on the valuation date, which may involve, among other things, our counterparties purchasing or selling\nsuch interest rate swaps. This hedging activity during the term of the securities, including on the valuation date, could affect\nthe synthetic 2Y2Y SOFR CMS rate, including on the valuation date, in a way that adversely affects your payment at maturity. This hedging\nactivity may present a conflict of interest between your interests as a holder of the securities and the interests we and/or our counterparties,\nwhich may be our affiliates, have in executing, maintaining and adjusting hedging transactions. These hedging activities could\nalso affect the price, if any, at which CGMI may be willing to purchase your securities in a secondary market transaction.

CGMI and other of our affiliates may also\ntrade the interest rate swaps from which the synthetic 2Y2Y SOFR CMS rate is ultimately derived on a regular basis (taking long or short\npositions or both), for their accounts, for other accounts under their management or to facilitate transactions, including block transactions,\non behalf of customers. As with our or our affiliates’ hedging activity, this trading activity could affect the synthetic 2Y2Y SOFR\nCMS rate, including on the valuation date, in a way that adversely affects the performance of the securities.

It is possible that these hedging or trading activities could\nresult in substantial returns for our affiliates while the value of the securities declines.

■

The USD SOFR ICE swap rates and SOFR have limited histories and future performance cannot be predicted based on historical performance.\nThe publication of the USD SOFR ICE swap rates began in November 2021, and, therefore, have a limited history. ICE Benchmark Administration\nLimited (“IBA”) launched the USD SOFR ICE swap rates for use as a reference rate for financial instruments in order to aid\nthe market’s transition to SOFR and away from LIBOR. However, the composition and characteristics of SOFR differ from\nthose of LIBOR in material respects, and the historical performance of LIBOR and the USD LIBOR-based swap rates will have no bearing on\nthe performance of SOFR or the USD SOFR ICE swap rates. In addition, the publication of SOFR began in April 2018, and, therefore, it has\na limited history. The future performance of the USD SOFR ICE swap rates and SOFR cannot be predicted based on the limited historical\nperformance. The levels of USD SOFR ICE swap rates and SOFR during the term of the securities may bear little or no relation to the historical\nactual or historical indicative data. Prior observed patterns, if any, in the behavior of market variables and their relation to USD SOFR\nICE swap rates and SOFR, such as correlations, may change in the future. While some pre-publication historical data for SOFR has been\nreleased by the Federal Reserve Bank of New York (the “NY Federal Reserve”), production of such historical indicative SOFR\ndata inherently involves assumptions, estimates and approximations. No future performance of USD SOFR ICE swap rates or SOFR may be inferred\nfrom any of the historical actual or historical indicative SOFR data. Hypothetical or historical performance data are not indicative of,\nand have no bearing on, the potential performance of USD SOFR ICE swap rates or SOFR. Changes in the levels of SOFR will affect USD SOFR\nICE swap rates and, therefore, the return on the securities and the value of the securities, but it is impossible to predict whether such\nlevels will rise or fall.

■

A lack of input data may impact IBA’s ability to calculate and publish the USD SOFR ICE swap rates. The input data for\nthe USD SOFR ICE swap rates is based on swaps referencing SOFR as the floating leg. The USD SOFR ICE swap rates are dependent\non receiving sufficient eligible input data from the trading venue sources identified by IBA in accordance with the “Waterfall”\nmethodology for each USD SOFR ICE swap rate. The ability of the applicable trading venues to provide sufficient eligible input\ndata in accordance with the Waterfall methodology depends on, among other things, there being a liquid market in swap contracts referencing\nSOFR on such trading venues, which in turn depends, among other things, on there being a liquid market in loans, floating rate notes and\nother financial contracts referencing SOFR. Because SOFR’s use as a reference rate for financial contracts began relatively\nrecently and the related market for SOFR-based swaps is relatively new, there is limited information on which to assess potential future\nliquidity in SOFR-based swap markets or in the market for SOFR-based financial contracts more generally. If the market for SOFR-based\nswap contracts is not sufficiently liquid, or if the liquidity in such market proves to be volatile, this could result in the inability\nof IBA to calculate a USD SOFR ICE swap rate, which could adversely affect the return on and value of the securities and the price at\nwhich you are able to sell the securities in the secondary market, if any. In addition, if SOFR does not maintain market acceptance for\nuse as a reference rate for U.S. dollar denominated financial contracts, uncertainty about SOFR may adversely affect the return on and\nthe value of the securities.

■

The way USD SOFR ICE swap rates are calculated may change in the future, which could adversely affect the value of the securities.\nThe method by which the USD SOFR ICE swap rates are calculated may change in the future, as a result of governmental actions, actions\nby the publisher of the USD SOFR ICE swap rates or otherwise. We cannot predict whether the method by which the USD SOFR ICE swap rates\nare calculated will change or what the impact of any such change might be. Any such change could affect the USD SOFR ICE swap rates in\na way that has a significant adverse effect on the securities.

PS-7

Citigroup Global Markets Holdings Inc.

■

The USD SOFR ICE swap rates may be determined by the calculation agent in good faith using its reasonable judgment. If, on\nthe valuation date, a USD SOFR ICE swap rate is not published (subject to a discontinuance as described below), then the applicable USD\nSOFR ICE swap rate on that day will be determined by the calculation agent in good faith and using its reasonable judgment. A USD SOFR\nICE swap rate determined in this manner and used in the determination of the payment at maturity on the securities may be different from\nthe USD SOFR ICE swap rate that would have been published by the administrator of the USD SOFR ICE swap rate.

■

The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If\ncertain events occur, Citibank, N.A., as calculation agent, will be required to make certain discretionary judgments that could significantly\naffect your payment at maturity. Such judgments could include, among other things, determining a USD SOFR ICE swap rate under the circumstances\ndescribed herein, selecting a successor rate if a USD SOFR ICE swap rate is discontinued and, if no successor rate is selected, calculating\nthe applicable USD SOFR ICE swap rate in good faith and using its reasonable judgment. Any of these determinations made by Citibank, N.A.\nin its capacity as calculation agent may adversely affect any payment owed to you under the securities.

■

The U.S. federal tax consequences of an investment in the securities are\nunclear. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan\nto request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment\nof the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid financial contracts\nthat are “open transactions.” If the IRS were successful in asserting an alternative treatment of the securities, the tax\nconsequences of the ownership and disposition of the securities might be materially and adversely affected. Additionally, even under our\nintended characterization of the securities, there is significant uncertainty about whether the character of any gain or loss you recognize\nat maturity of the securities should be treated as capital gain or loss or ordinary income or loss. Among other things, an ordinary loss\nrecognized by an individual might be treated as a non-deductible “miscellaneous itemized deduction.” Moreover, future legislation,\nTreasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.

If you are a non-U.S. investor, you should review the discussion\nof withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.

You should read carefully the discussion under “United\nStates Federal Tax Considerations” in this pricing supplement. You should also consult your tax adviser regarding the U.S. federal\ntax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state, local or non-U.S.\ntaxing jurisdiction.

PS-8

Citigroup Global Markets Holdings Inc.

Additional Terms of\nthe Securities

General

The description of the securities in this pricing supplement supplements\nand, to the extent inconsistent with, replaces the general terms of the securities set forth in the accompanying prospectus supplement\nand prospectus. The accompanying prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing\nsupplement. It is important that you read the accompanying prospectus supplement and prospectus together with this pricing supplement\nin connection with your investment in the securities.

The securities are unsecured debt securities issued by Citigroup Global\nMarkets Holdings Inc. under the senior debt indenture described in the accompanying prospectus supplement and prospectus, the payments\non which are fully and unconditionally guaranteed by Citigroup Inc. The securities will constitute part of the senior debt of Citigroup\nGlobal Markets Holdings Inc. and will rank equally with all other unsecured and unsubordinated debt of Citigroup Global Markets Holdings\nInc. The guarantee of payments due on the securities will constitute part of the senior indebtedness of Citigroup Inc. and will rank on\nan equal basis with all other unsecured debt of Citigroup Inc. other than subordinated debt.

Determination of a USD SOFR ICE Swap Rate

The synthetic 2Y2Y SOFR CMS rate on any date is calculated based on\nSOFR CMS4 and SOFR CMS2 on that date. Each of SOFR CMS4 and SOFR CMS2 is a “USD SOFR ICE swap rate”.

A USD SOFR ICE swap rate of a given maturity on any date of determination\nis the swap rate for a fixed-for-floating U.S. Dollar SOFR-linked interest rate swap transaction with that maturity as published by the\nadministrator of the USD SOFR ICE swap rate as of 11:00 a.m. (New York City time) on that date of determination. If the applicable\nUSD SOFR ICE swap rate is not published on any U.S. government securities business day on which such rate is required (subject to “—Discontinuance\nof a USD SOFR ICE Swap Rate” below), then the applicable USD SOFR ICE swap rate for that date will be determined by the calculation\nagent in good faith and using its reasonable judgment.

In a fixed-for-floating U.S. Dollar SOFR-linked interest rate swap transaction,\none party pays a fixed rate (the “swap rate”) and the other pays a floating rate based on the secured overnight financing\nrate (“SOFR”) compounded in arrears for twelve months using standard market conventions. SOFR is intended to be\na broad measure of the cost of borrowing cash overnight collateralized by Treasury securities. For more information about SOFR,\nsee “About SOFR” in this pricing supplement.

IBA is the current administrator of each USD SOFR ICE swap rate. According\nto publicly available information (which we have not independently verified), IBA currently determines each USD SOFR ICE swap rate based\non a “waterfall” methodology using eligible input data in respect of SOFR-linked interest rate swaps. The first\nlevel of the waterfall (“Level 1”) uses eligible, executable prices and volumes provided by regulated, electronic, trading\nvenues. If these trading venues do not provide sufficient eligible input data to calculate a rate in accordance with Level 1 of the methodology,\nthen the second level of the waterfall (“Level 2”) uses eligible dealer to client prices and volumes displayed electronically\nby trading venues. If there is insufficient eligible input data to calculate a rate in accordance with Level 2 of the waterfall, then\nthe third level of the waterfall (“Level 3”) uses movement interpolation, where possible for applicable tenors, to calculate\na rate. Where it is not possible to calculate a USD SOFR ICE swap rate at Level 1, Level 2 or Level 3 of the waterfall on a\ngiven date, then the applicable USD SOFR ICE swap rate will not be published for that date.

A “U.S. government securities business day” means any day\nthat is not a Saturday, a Sunday or a day on which The Securities Industry and Financial Markets Association’s U.S. holiday schedule\nrecommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Discontinuance of a USD SOFR ICE Swap Rate

If the calculation and publication of a USD SOFR ICE swap rate is permanently\ncanceled, then the calculation agent may identify an alternative rate that it determines, in its sole discretion, represents the same\nor a substantially similar measure or benchmark as the applicable USD SOFR ICE swap rate, and the calculation agent may deem that rate\n(the “successor rate”) to be the applicable USD SOFR ICE swap rate. Upon the selection of any successor rate by the calculation\nagent pursuant to this paragraph, references in this pricing supplement to the original USD SOFR ICE swap rate will no longer be deemed\nto refer to the original USD SOFR ICE swap rate and will be deemed instead to refer to that successor rate for all purposes. In such event,\nthe calculation agent will make such adjustments, if any, to any value of the applicable USD SOFR ICE swap rate that is used for purposes\nof the securities and to any other terms of the securities as it determines are appropriate in the circumstances. Upon any selection by\nthe calculation agent of a successor rate, the calculation agent will cause notice to be furnished to us and the trustee.

PS-9

Citigroup Global Markets Holdings Inc.

If the calculation and publication of a USD SOFR ICE swap rate is permanently\ncanceled and no successor rate is chosen as described above, then the calculation agent will calculate the value of the applicable USD\nSOFR ICE swap rate on each subsequent date of determination in good faith and using its reasonable judgment. Such value, as calculated\nby the calculation agent, will be the relevant USD SOFR ICE swap rate for all purposes.

Notwithstanding these alternative arrangements, the cancellation of\na USD SOFR ICE swap rate may adversely affect payments on, and the value of, the securities.

Calculation Agent

The “calculation agent” for the securities is our\naffiliate, Citibank, N.A., or any successor appointed by us. The calculation agent will make the determinations specified in this pricing\nsupplement. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the\nabsence of manifest error, be conclusive for all purposes and binding on Citigroup Global Markets Holdings Inc., Citigroup Inc. and the\nholders of the securities. The calculation agent is obligated to carry out its duties and functions in good faith and using its reasonable\njudgment.

Events of Default and Acceleration

In case an event of default (as described in the accompanying prospectus)\nwith respect to the securities shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the\nsecurities will be determined by the calculation agent and will equal, for each security, the payment at maturity, calculated as though\nthe date of such acceleration were the valuation date.

In case of default in making any payment under the securities, no interest\nwill accrue on such overdue payment either before or after the maturity date.

PS-10

Citigroup Global Markets Holdings Inc.

About SOFR

SOFR is published by the NY\nFederal Reserve and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.\nThe NY Federal Reserve reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral Treasury repurchase\nagreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation\n(the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered\nby the NY Federal Reserve to remove a portion of the foregoing transactions considered to be “specials”. According\nto the NY Federal Reserve, “specials” are repos for specific-issue collateral which take place at cash-lending rates below\nthose for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular\nsecurity.

The NY Federal Reserve reports that SOFR is calculated as a volume-weighted\nmedian of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank\nfor the tri-party repo market, as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions\ncleared through the FICC’s delivery-versus-payment service. The NY Federal Reserve notes that it obtains information\nfrom DTCC Solutions LLC, an affiliate of DTCC.

The NY Federal Reserve currently publishes SOFR daily on its website. The\nNY Federal Reserve states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification\nobligations, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices\nor availability of SOFR at any time without notice. Information contained in the publication page for SOFR is not incorporated\nby reference in, and should not be considered part of, this pricing supplement.

PS-11

Citigroup Global Markets Holdings Inc.

Historical Information on the Synthetic 2Y2Y SOFR CMS\nRate

The graph below shows the daily synthetic 2Y2Y SOFR CMS rate for each\nday the underlying SOFR CMS4 and SOFR CMS2 rates were available from November 18, 2021 through October 16, 2026 using historical data\nfor SOFR CMS4 and SOFR CMS2 obtained from Bloomberg. The historical values of the synthetic 2Y2Y SOFR CMS rate should not be taken as\nan indication of the future values of the synthetic 2Y2Y SOFR CMS rate during the term of the securities, including on the valuation date.\nPublication of the USD SOFR ICE swap rates began on November 8, 2021, and they therefore have a limited history.

On October 16, 2026, the synthetic 2Y2Y SOFR CMS rate was 4.637%.

\n \n \n \n \n

Historical Synthetic 2Y2Y SOFR CMS Rate
\nNovember 18, 2021 to October 16, 2026

$\"\"$

PS-12

Citigroup Global Markets Holdings Inc.

United States Federal\nTax Considerations

You should note that the discussion under the section called “United\nStates Federal Tax Considerations” in the accompanying prospectus supplement generally does not apply to the securities issued under\nthis pricing supplement and is superseded by the following discussion. However, the discussion below is subject to the discussion in “United\nStates Federal Tax Considerations—Possible Taxable Event” in the accompanying prospectus supplement, and you should read it\nin conjunction with that discussion.

The following is a discussion of the material U.S. federal income and\ncertain estate tax consequences of the ownership and disposition of the securities. It applies to you only if you purchase a security\nfor cash in the initial offering at the “issue price,” which is the first price at which a substantial amount of the securities\nis sold to the public (not including sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters,\nplacement agents or wholesalers), and hold it as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986,\nas amended (the “Code”). Purchasers of securities at another time or price should consult their tax advisers regarding the\nU.S. federal tax consequences to them of the ownership and disposition of the securities. This discussion does not address all of the\ntax consequences that may be relevant to you in light of your particular circumstances or if you are a holder subject to special rules,\nsuch as:

a financial institution;

a “regulated investment company”;

a tax-exempt entity, including an “individual retirement account” or “Roth IRA”;

a dealer or trader subject to a mark-to-market method of tax accounting with respect to the securities;

a person holding a security as part of a “straddle” or conversion transaction or one who enters into a “constructive\nsale” with respect to a security;

a person subject to special tax accounting rules under Section 451(b) of the Code;

a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar; or

an entity classified as a partnership for U.S. federal income tax purposes.

If an entity that is classified as a partnership for U.S. federal income\ntax purposes holds the securities, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner\nand the activities of the partnership. If you are a partnership holding the securities or a partner in such a partnership, you should\nconsult your tax adviser as to the particular U.S. federal tax consequences of holding and disposing of the securities to you.

This discussion is based on the Code, administrative pronouncements,\njudicial decisions and final, temporary and proposed Treasury regulations, all as of the date of this pricing supplement, changes to any\nof which subsequent to the date of this pricing supplement may affect the tax consequences described herein, possibly with retroactive\neffect. This discussion does not address the effects of any applicable state, local or non-U.S. tax laws or the potential application\nof the Medicare contribution tax or the alternative minimum tax. You should consult your tax adviser about the application of the U.S.\nfederal income and estate tax laws (including the possibility of alternative treatments of the securities) to your particular situation,\nas well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.

Tax Treatment of the Securities

In the opinion of our counsel, Davis Polk & Wardwell LLP, which\nis based on current market conditions, a security should be treated as a prepaid financial contract that is an “open transaction”\nfor U.S. federal income tax purposes. By purchasing a security, you agree (in the absence of an administrative determination or judicial\nruling to the contrary) to this treatment. There is uncertainty regarding this treatment, and the IRS or a court might not agree with\nit.

Alternative U.S. federal income tax treatments of the securities are\npossible that, if applied, could materially and adversely affect the timing and character of income, gain or loss with respect to the\nsecurities. For example, the IRS could treat the securities as debt instruments issued by us, in which case some or all of the gain you\nrealize on a sale, exchange or retirement of the securities would be treated as ordinary income. A U.S. Holder could also be subject to\nspecial reporting requirements if any loss on the securities exceeded certain thresholds.

If you are a Non-U.S. Holder, an alternative treatment of the securities\ncould result in adverse U.S. federal withholding tax consequences to you. Even if an exemption from withholding tax applies to the securities\nunder an alternative treatment, you might be required to provide different or additional IRS forms or certifications to establish your\neligibility for the exemption.

Moreover, if there is a change to the securities that results in the\nsecurities being treated as retired and reissued for U.S. federal income tax purposes, as discussed in “United States Federal Tax\nConsiderations—Possible Taxable Event” in the accompanying prospectus supplement, the treatment of the securities after such\nan event could differ from their prior treatment.

The U.S. Treasury Department and the IRS have requested comments on\nvarious issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments\nand have indicated that such transactions may be the subject

PS-13

Citigroup Global Markets Holdings Inc.

of future regulations or other guidance. In addition, members of Congress\nhave proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance\npromulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities,\npossibly with retroactive effect.

We do not plan to request a ruling from the IRS, and the IRS or a\ncourt might not agree with the treatment and consequences described below. Unless otherwise stated, the following discussion is based\non the treatment of the securities for U.S. federal income tax purposes as prepaid financial contracts that are “open transactions.”\nYou should consult your tax adviser regarding the risk that an alternative U.S. federal income tax treatment applies to the securities.

Tax Consequences to U.S. Holders

This section applies only to U.S. Holders. You are a “U.S. Holder”\nif for U.S. federal income tax purposes you are a beneficial owner of a security that is:

a citizen or individual resident of the United States;

a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; or

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Tax Treatment Prior to Maturity

You should not be required to recognize income over the term of the\nsecurities prior to maturity, other than pursuant to a sale, exchange or retirement as described below.

Taxable Disposition of the Securities

Upon a taxable disposition (including a sale, exchange or retirement)\nof a security prior to maturity, you should recognize gain or loss equal to the difference between the amount realized and your tax basis\nin the security. Your tax basis in a security should generally equal the amount you paid to acquire it. Such gain or loss should be short-term\ncapital gain or loss. The deductibility of capital losses is subject to limitations.

There is significant uncertainty about whether the character of any\ngain or loss you recognize at maturity of the securities is treated as capital gain or loss or ordinary income or loss. This determination\ncould have a significant effect on the tax consequences to you of owning a security. Among other things, an ordinary loss recognized by\nan individual might be treated as a non-deductible “miscellaneous itemized deduction.” Although not free from doubt, our counsel\nbelieves that any such gain or loss should be treated as short-term capital gain or loss. However, in light of the significant uncertainty\nregarding this issue, you should consult your tax adviser regarding the character of this gain or loss.

Tax Consequences to Non-U.S. Holders

This section applies only to Non-U.S. Holders. You are a “Non-U.S.\nHolder” if for U.S. federal income tax purposes you are a beneficial owner of a security that is:

an individual who is classified as a nonresident alien;

a foreign corporation; or

a foreign trust or estate.

You are not a Non-U.S. Holder for purposes of this discussion if you\nare (i) an individual who is present in the United States for 183 days or more in the taxable year of disposition or (ii) a former citizen\nor resident of the United States and certain conditions apply. If you are or may become such a person during the period in which you hold\na security, you should consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities.

If income on the securities is effectively connected with your conduct\nof a trade or business in the United States, see “—Effectively Connected Income” below.

Taxable Disposition of the Securities

Subject to the discussion below regarding “FATCA,” you generally\nshould not be subject to U.S. federal withholding or income tax in respect of amounts paid to you upon a taxable disposition of a security.

Effectively Connected Income

If you are engaged in a U.S. trade or business, and if income or gain\nfrom the securities is effectively connected with the conduct of that trade or business, you generally will be subject to regular U.S.\nfederal income tax with respect to that income or gain in the same manner as if you were a U.S. Holder, subject to the provisions of an\napplicable income tax treaty. If you are a corporation, you should also consider the potential application of a 30% (or lower treaty rate)\nbranch profits tax. You would be required to provide an IRS Form W-8ECI to the applicable withholding agent to establish an exemption\nfrom withholding for amounts, otherwise subject to withholding, paid on the securities.

U.S. Federal Estate Tax

PS-14

Citigroup Global Markets Holdings Inc.

If you are an individual Non-U.S. Holder or an entity the property of\nwhich is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust\nfunded by such an individual and with respect to which the individual has retained certain interests or powers), you should note that,\nabsent an applicable treaty exemption, a security may be treated as U.S.-situs property subject to U.S. federal estate tax. If you are\nsuch an individual or entity, you should consult your tax adviser regarding the U.S. federal estate tax consequences of investing in the\nsecurities.

Information Reporting and Backup Withholding

Payment of the proceeds of a sale, exchange or other disposition (including\nretirement) of the securities may be subject to information reporting and, if you fail to provide certain identifying information (such\nas an accurate taxpayer identification number if you are a U.S. Holder) or meet certain other conditions, may also be subject to backup\nwithholding at the rate specified in the Code. If you are a Non-U.S. Holder that provides the applicable withholding agent with the appropriate\nIRS Form W-8, you will generally establish an exemption from backup withholding. Amounts withheld under the backup withholding rules are\nnot additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the relevant information\nis timely furnished to the IRS.

FATCA

Legislation commonly referred to as “FATCA” generally imposes\na withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial\ninstruments, unless various U.S. information reporting and due diligence requirements (that are in addition to, and potentially significantly\nmore onerous than, the requirement to deliver an IRS Form W-8) have been satisfied. An intergovernmental agreement between the United\nStates and the non-U.S. entity’s jurisdiction may modify these requirements. This legislation generally applies to payments of U.S.-source\n“fixed or determinable annual or periodical” (FDAP) income. While existing Treasury regulations would also require withholding\non payments of gross proceeds from the disposition of financial instruments that provide for U.S.-source interest or certain dividend\nequivalents, the U.S. Treasury Department has indicated in subsequent proposed regulations its intent to eliminate this requirement. The\nU.S. Treasury Department has stated that taxpayers may rely on these proposed regulations pending their finalization. If you are a Non-U.S.\nHolder, or a U.S. Holder holding securities through a non-U.S. intermediary, you should consult your tax adviser regarding the potential\napplication of FATCA to the securities, including the availability of certain refunds or credits.

WE WILL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNTS WITH RESPECT\nTO U.S. FEDERAL WITHHOLDING TAXES.

THE TAX CONSEQUENCES OF OWNING AND DISPOSING OF THE SECURITIES ARE\nUNCLEAR. YOU SHOULD CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES OF OWNING AND DISPOSING OF THE SECURITIES, INCLUDING THE TAX\nCONSEQUENCES UNDER STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. FEDERAL OR OTHER TAX LAWS.

PS-15

Citigroup Global Markets Holdings Inc.

Benefit Plan Investor\nConsiderations

A fiduciary of a pension, profit-sharing or other employee benefit plan\nsubject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including entities such as collective\ninvestment funds, partnerships and separate accounts whose underlying assets include the assets of such plans (collectively, “ERISA\nPlans”), should consider the fiduciary standards of ERISA in the context of the ERISA Plan’s particular circumstances before\nauthorizing an investment in the securities. Among other factors, the fiduciary should consider whether the investment would satisfy the\nprudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the ERISA Plan.

Section 406 of ERISA and Section 4975 of the Internal Revenue Code of\n1986, as amended, (the “Code”) prohibit ERISA Plans, as well as plans (including individual retirement accounts and Keogh\nplans) subject to Section 4975 of the Code (together with ERISA Plans, “Plans”), from engaging in certain transactions involving\nthe “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons”\nunder Section 4975 of the Code (in either case, “Parties in Interest”) with respect to such Plans. As a result of our business,\nwe, and our current and future affiliates, may be Parties in Interest with respect to many Plans. Where we (or our affiliate) are a Party\nin Interest with respect to a Plan (either directly or by reason of our ownership interests in our directly or indirectly owned subsidiaries),\nthe purchase and holding of the securities by or on behalf of the Plan could be a prohibited transaction under Section 406 of ERISA and/or\nSection 4975 of the Code, unless exemptive relief were available under an applicable exemption (as described below).

Certain prohibited transaction class exemptions (“PTCEs”)\nissued by the U.S. Department of Labor may provide exemptive relief for direct or indirect prohibited transactions resulting from the\npurchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers),\nPTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank\ncollective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain\ntransactions determined by independent qualified asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the\nCode may provide a limited exemption for the purchase and sale of the securities and related lending transactions, provided that\nneither the issuer of the securities nor any of its affiliates have or exercise any discretionary authority or control or render any investment\nadvice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and\nreceives no less, than adequate consideration in connection with the transaction (the so-called “service provider exemption”).\nThere can be no assurance that any of these statutory or class exemptions will be available with respect to transactions involving the\nsecurities.

Accordingly, the securities may not be purchased or held by any Plan,\nany entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan\nAsset Entity”) or any person investing “plan assets” of any Plan, unless such purchaser or holder is eligible for the\nexemptive relief available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or the service provider exemption or there is some other basis\non which the purchase and holding of the securities will not constitute a non-exempt prohibited transaction under ERISA or Section 4975\nof the Code. Each purchaser or holder of the securities or any interest therein will be deemed to have represented by its purchase or\nholding of the securities that (a) it is not a Plan and its purchase and holding of the securities is not made on behalf of or with “plan\nassets” of any Plan or (b) its purchase and holding of the securities will not result in a non-exempt prohibited transaction under\nSection 406 of ERISA or Section 4975 of the Code.

Certain governmental plans (as defined in Section 3(32) of ERISA), church\nplans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (“Non-ERISA Arrangements”)\nare not subject to these “prohibited transaction” rules of ERISA or Section 4975 of the Code, but may be subject to similar\nrules under other applicable laws or regulations (“Similar Laws”). Accordingly, each such purchaser or holder of the securities\nshall be required to represent (and deemed to have represented by its purchase of the securities) that such purchase and holding is not\nprohibited under applicable Similar Laws.

Due to the complexity of these rules, it is particularly important that\nfiduciaries or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult\nwith their counsel regarding the relevant provisions of ERISA, the Code or any Similar Laws and the availability of exemptive relief under\nPTCE 96-23, 95-60, 91-38, 90-1, 84-14, the service provider exemption or some other basis on which the acquisition and holding will not\nconstitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

The securities are contractual financial instruments. The financial\nexposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized\ninvestment management or advice for the benefit of any purchaser or holder of the securities. The securities have not been designed and\nwill not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the securities.

Each purchaser or holder of any securities acknowledges and agrees that:

(i)

the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser\nor holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or\nholder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities, or\n(C) the exercise of or failure to exercise any rights we have under or with respect to the securities;

(ii)

we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the securities\nand (B) all hedging transactions in connection with our obligations under the securities;

PS-16

Citigroup Global Markets Holdings Inc.

(iii)

any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities\nand are not assets and positions held for the benefit of the purchaser or holder;

(iv)

our interests are adverse to the interests of the purchaser or holder; and

(v)

neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions\nor transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.

Each purchaser and holder of the securities has exclusive responsibility\nfor ensuring that its purchase, holding and subsequent disposition of the securities does not violate the fiduciary or prohibited transaction\nrules of ERISA, the Code or any applicable Similar Laws. The sale of any securities to any Plan is in no respect a representation by us\nor any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments\nby Plans or Non-ERISA Arrangements generally or any particular Plan or Non-ERISA Arrangement, or that such an investment is appropriate\nfor Plans or Non-ERISA Arrangements generally or any particular Plan or Non-ERISA Arrangement.

However, individual retirement accounts,\nindividual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of\ntheir accounts, will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee\nof CGMI or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase\nof securities by the account, plan or annuity.

Supplemental Plan\nof Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the\nunderwriter of the sale of the securities, is acting as principal and will not receive any underwriting fee for any securities sold in\nthis offering.

CGMI is an affiliate of ours. Accordingly, this offering will conform\nwith the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the\nFinancial Industry Regulatory Authority. Client accounts over which Citigroup Inc. or its subsidiaries have investment discretion will\nnot be permitted to purchase the securities, either directly or indirectly, without the prior written consent of the client.

See “Plan of Distribution” in each of the accompanying prospectus\nsupplement and prospectus for additional information.

A portion of the net proceeds from the sale of the securities will be\nused to hedge our obligations under the securities. We have hedged our obligations under the securities through CGMI or other of our affiliates.\nCGMI or such other of our affiliates may profit from this hedging activity even if the value of the securities declines. This hedging\nactivity could affect the synthetic 2Y2Y SOFR CMS rate and, therefore, the value of and your return on the securities. For additional\ninformation on the ways in which our counterparties may hedge our obligations under the securities, see “Use of Proceeds and Hedging”\nin the accompanying prospectus.

Valuation of the Securities

CGMI calculated the estimated value of the securities set forth on the\ncover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated\nvalue for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on\nthe securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying\nthe economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond component\nusing a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary\nderivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on various\ninputs, including the factors described under “Risk Factors Relating to the Securities—The value of the securities prior to\nmaturity will fluctuate based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s\ncreditworthiness. These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.

For a period of approximately 1.5 months following issuance of the securities,\nthe price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated for the securities\non any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial\ninformation vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary\nupward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the securities.\nThe amount of this temporary upward adjustment will decline to zero on a straight-line basis over the 1.5-month temporary adjustment period.\nHowever, CGMI is not obligated to buy the securities from investors at any time. See “Risk Factors Relating to the Securities—The\nsecurities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”

Validity of the Securities

In the opinion of Davis Polk & Wardwell LLP, as special products\ncounsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing supplement have been issued by Citigroup\nGlobal Markets Holdings Inc. pursuant to the indenture, the trustee and/or paying agent has made, in accordance with instructions from\nCitigroup Global Markets Holdings Inc., appropriate entries or notations in its records relating to the master global note that represents\nsuch securities and such securities have been delivered

PS-17

Citigroup Global Markets Holdings Inc.

against payment therefor, such securities and the related guarantee\nof Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable\nin accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights\ngenerally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good\nfaith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (x) the effect of fraudulent conveyance,\nfraudulent transfer or similar provision of applicable law on the conclusions expressed above or (y) the validity, legally binding effect\nor enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the\nsecurities to the extent determined to constitute unearned interest. This opinion is given as of the date of this pricing supplement and\nis limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, except that such counsel expresses\nno opinion as to (i) any law, rule or regulation that is applicable to Citigroup Global Markets Holdings Inc. or Citigroup Inc., the indenture,\nthe securities, the related guarantee (together with the indenture and the securities, the “Documents”) or such transactions\nsolely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its\naffiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national\nsecurity.

In addition, this opinion is subject to the assumptions set forth in\nthe letter of Davis Polk & Wardwell LLP dated February 25, 2026, which has been filed as an exhibit to the Registration Statement\non Form S-3 by Citigroup Global Markets Holdings Inc. and Citigroup Inc. on February 25, 2026, that the Documents have been duly authorized,\nexecuted, authenticated (if applicable) and delivered by, and are each a valid, binding and enforceable agreement of, each party thereto\n(other than as expressly covered above in respect of Citigroup Global Markets Holdings Inc. and Citigroup Inc.) and that the terms of\nthe securities and the issuance, execution, delivery and performance by Citigroup Global Markets Holdings Inc. and Citigroup Inc. of the\nsecurities and the related guarantee do not contravene, or constitute a default under, any judgment, injunction, order or decree or any\nagreement or other instrument binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc.

© 2026 Citigroup Global Markets Inc. All rights reserved. Citi\nand Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the\nworld.

PS-18

","zhKind","complete","C","公司与财报","融资","金融","aihot","/items/fghaeeiyc2qkjdepkmegmak7y","https://www.sec.gov/Archives/edgar/data/831001/000095010326015768/0000950103-26-015768-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","kind","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1792627200&sig=564cbec5bb9177d7","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1792627200&sig=034656c278a8477b 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1792627200&sig=23dae0083a3a8d72 96w","changelogVersion","2026-10-01T08:00"]