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Citigroup Global Markets Holdings Inc.

October 30, 2026

Medium-Term Senior Notes, Series\n N

Pricing Supplement No. 2026-USNCH34790

Filed Pursuant to Rule 424(b)(2)

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

4,138 Contingent Income Auto-Callable Securities with\nMemory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of\nNVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Overview

▪

The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and\nguaranteed by Citigroup Inc. The securities offer the potential for quarterly contingent coupon payments at an annualized rate that, if\nall are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same maturity.\nIn exchange for this higher potential yield, you must be willing to accept the risks that (i) your actual yield may be lower than the\nyield on our conventional debt securities of the same maturity because you may not receive one or more, or any, contingent coupon payments;\n(ii) your actual yield may be negative because your payment at maturity may be significantly less than the stated principal amount of\nyour securities, and possibly zero; and (iii) the securities may be automatically redeemed prior to maturity beginning approximately three\nmonths after the issue date. Each of these risks will depend on the performance of the worst performing of the shares of common stock\nof NVIDIA Corporation and the shares of Class A common stock of Meta Platforms, Inc. (each, the “underlying shares”), as described\nbelow. You will be subject to risks associated with each of the underlying shares and will be negatively affected by adverse movements\nin any one of the underlying shares regardless of the performance of the other underlying shares. Although you will be exposed to downside\nrisk with respect to the worst performing underlying shares, you will not participate in any appreciation of any underlying shares or\nreceive any dividends paid on any underlying shares.

▪

Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of\nnot receiving any payments due under the securities if we and Citigroup Inc. default on our obligations. All payments on the securities\nare subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

\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.

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

Underlying shares:	Underlying shares	Initial share price^*	Downside threshold price^**
	Shares of Common Stock of NVIDIA \nCorporation (ticker symbol: “NVDA UW”)	$204.64	$122.784
	Shares of Class A Common Stock of Meta \nPlatforms, Inc. (ticker symbol: “META UW”)	$614.99	$368.994

\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 Each of NVIDIA Corporation and Meta Platforms, Inc.\n is an “underlying share issuer.” \n * For each of the underlying shares, its closing price on the pricing\n date \n ** For each of the underlying shares, 60.00% of its initial share price
Aggregate stated principal amount:	$4,138,000
Stated principal amount:	$1,000 per security
Pricing date:	October 30, 2026
Issue date:	November 4, 2026
Maturity date:	Unless earlier automatically redeemed, November 2, 2029
Contingent coupon:	On each quarterly contingent coupon payment date, unless previously automatically redeemed, the securities will pay a contingent coupon equal to 3.70% of the stated principal amount of the securities (14.80% per annum) if and only if the closing price of the worst performing underlying shares on the related valuation date is greater than or equal to its downside threshold price. If the closing price of the worst performing underlying shares on any quarterly valuation date is less than its downside threshold price, you will not receive any contingent coupon payment on the related contingent coupon payment date.
Memory coupon feature:	If the closing price of the worst performing underlying shares on any quarterly valuation date is less than its downside threshold price, you will not receive any contingent coupon payment on the related contingent coupon payment date. However, because the securities include a memory coupon feature, if the closing price of the worst performing underlying shares is less than its downside threshold price on one or more valuation dates and, on a subsequent valuation date, the closing price of the worst performing underlying shares is greater than or equal to its downside threshold price, your contingent coupon payment for that subsequent valuation date will include all previously unpaid quarterly contingent coupon payments (without interest on amounts previously unpaid). Once a previously unpaid quarterly contingent coupon payment has been paid, it will not be paid again. However, if the closing price of the worst performing underlying shares is less than its downside threshold price on any valuation date and on each subsequent valuation date thereafter, you will not receive the unpaid contingent coupon payments in respect of those valuation dates for the remaining term of the securities.
Listing:	The securities will not be listed on any securities exchange
Underwriter:	Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
Underwriting fee and issue price:	Issue price⁽¹⁾⁽²⁾	Underwriting fee	Proceeds to issuer
Per security:	$1,000.00	$17.50⁽²⁾	$977.50
		$5.00⁽³⁾
Total:	$4,138,000.00	$93,105.00	$4,044,895.00

(Key Terms continued on next page)

(1) On the date of this pricing supplement, the estimated value of the\nsecurities is $954.60 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 time\nafter issuance. See “Valuation of the Securities” in this pricing supplement.

(2) CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and\nthe underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $22.50 for each $1,000.00\nsecurity sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their financial advisors will\ncollectively receive from CGMI a fixed selling concession of $17.50 for each $1,000.00 security they sell. Additionally, it is possible\nthat CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines.\nSee “Use of Proceeds and Hedging” in the accompanying prospectus. In addition, CGMI will pay to one or more electronic platform\nproviders a fee of $0.50 for each security sold in this offering where related selected dealers and/or custodians implement or utilize\nsuch providers.

(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management\nby CGMI of $5.00 for each security.

Investing in the securities involves risks not associated with an\ninvestment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-9.

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 product supplement, prospectus supplement and prospectus are truthful or complete. Any representation\nto the contrary is a criminal offense.

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

\n \n \n \n

Product Supplement No. EA-04-12 dated February 25, 2026

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.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

\n \n \n

KEY TERMS (continued)

\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

Valuation dates, potential redemption dates and contingent coupon payment dates:	The valuation dates, potential redemption dates and contingent coupon payment dates are set forth below:
Valuation dates^*	Potential redemption dates^*	Contingent coupon payment dates^**
February 1, 2027	February 1, 2027	February 4, 2027
	April 30, 2027	April 30, 2027	May 5, 2027
	July 30, 2027	July 30, 2027	August 4, 2027
	November 1, 2027	November 1, 2027	November 4, 2027
	January 31, 2028	January 31, 2028	February 3, 2028
	May 1, 2028	May 1, 2028	May 4, 2028
	July 31, 2028	July 31, 2028	August 3, 2028
	October 30, 2028	October 30, 2028	November 2, 2028
	January 30, 2029	January 30, 2029	February 2, 2029
	April 30, 2029	April 30, 2029	May 3, 2029
	July 30, 2029	July 30, 2029	August 2, 2029
	October 30, 2029 (the “final valuation date”)	N/A	November 2, 2029 (the “maturity date”)

\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 * Each valuation date is subject to postponement if such date is not\n a scheduled trading day or certain market disruption events occur, as described in the accompanying product supplement. Each potential\n redemption date is subject to postponement on the same basis as a valuation date. \n ** If the valuation date immediately preceding any contingent coupon\n payment date (other than the final valuation date) is postponed, that contingent coupon payment date will also be postponed so that it\n falls on the third business day after such valuation date, as postponed.
Automatic early redemption:	If, on any potential redemption date, the closing price of the worst performing underlying shares on that date is greater than or equal to its initial share price, each security you then hold will be automatically redeemed on the related contingent coupon payment date for an amount in cash equal to the early redemption payment. If the securities are redeemed, no further payments will be made.
Early redemption payment:	The stated principal amount of $1,000 per security plus the related contingent coupon payment (including any previously unpaid contingent coupon payments)
Payment at maturity:	\n If the securities are not automatically redeemed prior to maturity,\n for each $1,000 stated principal amount security you hold at maturity, you will receive cash in an amount determined as follows: \n § \n If the final share price of the worst performing\n underlying shares on the final valuation date is greater than or equal to its downside threshold price: $1,000 + the contingent\n coupon payment due at maturity (including any previously unpaid contingent coupon payments) \n § \n If the final share price of the worst performing\n underlying shares on the final valuation date is less than its downside threshold price: $1,000 + ($1,000 × the share return\n of the worst performing underlying shares on the final valuation date) \n If the final share price of the worst performing underlying shares\n on the final valuation date is less than its downside threshold price, you will receive less, and possibly significantly less, than 60.00%\n of the stated principal amount of your securities at maturity, and you will not receive any contingent coupon payment (including any previously\n unpaid contingent coupon payments) at maturity.
Final share price:	For each of the underlying shares, its closing price on the final valuation date
Share return:	For each of the underlying shares on any valuation date or potential redemption date, (i) its closing price on that valuation date or potential redemption date minus its initial share price, divided by (ii) its initial share price
Worst performing underlying shares:	For any valuation date or potential redemption date, the underlying shares with the lowest share return on that valuation date or potential redemption date
CUSIP / ISIN:	17334DJ78 / US17334DJ785

October 2026

PS-2

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Additional Information

General. The terms of the securities are set forth in the accompanying\nproduct supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement,\nprospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain\nevents may occur that could affect whether you receive a contingent coupon payment on a contingent coupon payment date as well as your\npayment at maturity or, in the case of a delisting of the underlying shares, could give us the right to call the securities prior to maturity\nfor an amount that may be less than the stated principal amount. These events, including market disruption events and other events affecting\nthe underlying shares, and their consequences are described in the accompanying product supplement in the sections “Description\nof the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date,” “Description of the\nSecurities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization\nAdjustments” and “—Delisting of an Underlying Company” and not in this pricing supplement. It is important that\nyou read the accompanying product supplement, prospectus supplement and prospectus together with this pricing supplement in connection\nwith your investment in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying\nproduct supplement.

Dilution and Reorganization Adjustments. The initial share price\nand the downside threshold price applicable to each of the underlying shares are each a “Relevant Value” for purposes of the\nsection “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying\nETF—Dilution and Reorganization Adjustments” in the accompanying product supplement. Accordingly, the initial share price\nand the downside threshold price applicable to each of the underlying shares are each subject to adjustment upon the occurrence of any\nof the events described in that section.

Investment Summary

The securities provide an opportunity for investors to earn a quarterly\ncontingent coupon payment, which is an amount equal to $37.00 (3.70% of the stated principal amount) per security, with respect to each\nquarterly valuation date on which the closing price of the worst performing underlying shares on that valuation date is greater than or\nequal to 60.00% of its initial share price, which we refer to as its downside threshold price. The quarterly contingent coupon payment,\nif any, will be payable quarterly on the relevant contingent coupon payment date, which is the third business day after the related valuation\ndate or, in the case of the quarterly contingent coupon payment, if any, with respect to the final valuation date, the maturity date.\nIf the closing price of the worst performing underlying shares on any valuation date is less than its downside threshold price, investors\nwill receive no quarterly contingent coupon payment for the related quarterly period. If the closing price of the worst performing underlying\nshares is less than its downside threshold price on one or more valuation dates and, on a subsequent valuation date, the closing price\nof the worst performing underlying shares is greater than or equal to its downside threshold price, your contingent coupon payment for\nthat subsequent valuation date will include all previously unpaid contingent coupon payments pursuant to the memory coupon feature (without\ninterest on amounts previously unpaid). However, if the closing price of the worst performing underlying shares is less than its downside\nthreshold price on any valuation date and on each subsequent valuation date thereafter, you will not receive the unpaid contingent coupon\npayments in respect of those valuation dates. It is possible that the closing price of the worst performing underlying shares could be\nbelow its downside threshold price on most or all of the valuation dates so that you will receive few or no quarterly contingent coupon\npayments. We refer to these payments as contingent because there is no guarantee that you will receive a payment on any contingent coupon\npayment date. Even if the closing price of the worst performing underlying shares was at or above its downside threshold price on some\nquarterly valuation dates, the closing price of the worst performing underlying shares may fluctuate below its downside threshold price\non others.

If the closing price of the worst performing underlying shares on any\npotential redemption date (beginning approximately three months after the issue date) is greater than or equal to its initial share price,\nthe securities will be automatically redeemed for an early redemption payment equal to the stated principal amount plus the quarterly\ncontingent coupon payment with respect to the related potential redemption date (including any previously unpaid contingent coupon payments).\nIf the securities have not previously been automatically redeemed and the final share price of the worst performing underlying shares\non the final valuation date is greater than or equal to its downside threshold price, the payment at maturity will also be the sum of\nthe stated principal amount and the quarterly contingent coupon payment with respect to the final valuation date (including any previously\nunpaid contingent coupon payments). However, if the securities have not previously been automatically redeemed and the final share price\nof the worst performing underlying shares on the final valuation date is less than its downside threshold price, investors will be exposed\nto the decline in the closing price of the worst performing underlying shares on the final valuation date, as compared to its initial\nshare price, on a 1-to-1 basis (and, in addition, will not receive any contingent coupon payment at maturity, including any previously\nunpaid contingent coupon payments). Under these circumstances, the payment at maturity will be (i) the stated principal amount plus\n(ii) (a) the stated principal amount times (b) the share return of the worst performing underlying shares on the final valuation\ndate, which means that the payment at maturity will be less than 60.00% of the stated principal amount of the securities and could be\nzero. Investors in the securities must be willing to accept the risk of losing their entire principal and also the risk of receiving few\nor no quarterly contingent coupon payments over the term of the securities. The stated payments on the securities are based solely\non the performance of the worst performing underlying shares on each valuation date. As a result, investors will be negatively affected\nby adverse movements in any one of the underlying shares, regardless of the performance of the others. In addition, investors will not\nparticipate in any appreciation of any of the underlying shares.

October 2026

PS-3

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Key Investment Rationale

The securities offer investors an opportunity to earn a quarterly contingent\ncoupon payment equal to 3.70% of the stated principal amount with respect to each valuation date on which the closing price of the worst\nperforming underlying shares on that valuation date is greater than or equal to 60.00% of its initial share price, which we refer to as\nits downside threshold price. The securities may be automatically redeemed prior to maturity for the stated principal amount per security\nplus the applicable quarterly contingent coupon payment (including any previously unpaid contingent coupon payments pursuant to\nthe memory coupon feature), and the payment at maturity will vary depending on the final share price of the worst performing underlying\nshares on the final valuation date, as follows:

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

Scenario 1

On any potential redemption date (beginning approximately\n three months after the issue date), the closing price of the worst performing underlying shares on that potential redemption date is greater\n than or equal to its initial share price.

\n \n

■

\n \n

The securities will be automatically redeemed\n for (i) the stated principal amount plus (ii) the quarterly contingent coupon payment with respect to the related potential redemption\n date (including any previously unpaid contingent coupon payments pursuant to the memory coupon feature).

\n \n

■

\n \n

Investors will not participate in any appreciation\n of any of the underlying shares from their applicable initial share prices.

Scenario 2

The securities are not automatically redeemed prior\n to maturity, and the final share price of the worst performing underlying shares on the final valuation date is greater than or equal\n to its downside threshold price.

\n \n

■

\n \n

The payment due at maturity will be (i)\n the stated principal amount plus (ii) the quarterly contingent coupon payment with respect to the final valuation date (including\n any previously unpaid contingent coupon payments pursuant to the memory coupon feature).

\n \n

■

\n \n

Investors will not participate in any appreciation\n of any of the underlying shares from their applicable initial share prices.

Scenario 3

The securities are not automatically redeemed prior\n to maturity, and the final share price of the worst performing underlying shares on the final valuation date is less than its downside\n threshold price.

\n \n

■

\n \n

The payment due at maturity will be (i)\n the stated principal amount plus (ii) (a) the stated principal amount times (b) the share return of the worst performing\n underlying shares on the final valuation date.

\n \n

■

\n \n

Investors will lose a significant portion,\n and may lose all, of their principal in this scenario.

October 2026

PS-4

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

How the Securities Work

The following diagrams illustrate potential payments on the securities.\nThe first diagram illustrates how to determine whether a contingent coupon payment will be paid with respect to a quarterly valuation\ndate. The second diagram illustrates how to determine whether the securities will be automatically redeemed following a potential redemption\ndate. The third diagram illustrates how to determine the payment at maturity if the securities are not automatically redeemed prior to\nmaturity.

Diagram #1: Quarterly Contingent Coupon Payments

$\"\"$

Diagram #2: Automatic Early Redemption

$\"\"$
\n
\n

October 2026

PS-5

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Diagram #3: Payment at Maturity if No Automatic\nEarly Redemption Occurs

$\"\"$

For more information about contingent coupon payments and the payment\nupon an early automatic redemption or at maturity in different hypothetical scenarios, see “Hypothetical Examples” starting\non page PS-7.

October 2026

PS-6

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Hypothetical Examples

The examples below illustrate how to determine whether a contingent\ncoupon will be paid with respect to a quarterly valuation date, how to determine whether the securities will be automatically redeemed\nprior to maturity and how to calculate the payment at maturity on the securities if the securities are not automatically redeemed prior\nto maturity. You should understand that the term of the securities, and your opportunity to receive the contingent coupon payments on\nthe securities, may be limited to as short as three months if the securities are automatically redeemed prior to the maturity date. For\nease of analysis, figures in the examples below may have been rounded.

The examples below are based on the following hypothetical values and\nassumptions in order to illustrate how the securities work and do not reflect the actual quarterly contingent coupon, initial share prices\nof any of the underlying shares or their applicable downside threshold prices:

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

Hypothetical quarterly contingent coupon payment:	$37.00 (3.70% of the stated principal amount) per security
Hypothetical initial share price:	For each of the underlying shares, $100.00
Hypothetical downside threshold price:	For each of the underlying shares, $60.00, which, with respect to each of the underlying shares, is 60.00% of its hypothetical initial share price.

How to determine whether a contingent coupon is\npayable with respect to a quarterly valuation date and whether the securities are automatically redeemed following that valuation date\n(assuming the relevant valuation date is also a potential redemption date):

\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 final share price \nof the shares of common stock \nof NVIDIA Corporation	Hypothetical final share \nprice of the shares of Class \nA common stock of Meta \nPlatforms, Inc.	Hypothetical contingent \ncoupon payment or payment \nupon automatic early \nredemption per security
Example 1: Hypothetical \nValuation Date 1	$90.00 \n(share return = -10%)	$110.00 \n(share return = 10%)	$37.00
Example 2: Hypothetical \nValuation Date 2	$110.00 \n(share return = 10%)	$35.00 \n(share return = -65%)	$0.00
Example 3: Hypothetical \nValuation Date 3	$30.00 \n(share return = -70.00%)	$98.00 \n(share return = -2%)	$0.00
Example 4: Hypothetical \nValuation Date 4	$161.00 \n(share return = 61%)	$156.00 \n(share return = 56%)	$1,111.00 (contingent coupon \nplus the previously unpaid \ncontingent coupons are paid; \nsecurities redeemed)

Example 1: In this example, the shares of common stock of NVIDIA\nCorporation have the lowest share return and, therefore, are the worst performing underlying shares on hypothetical valuation date 1.\nIn this scenario, the closing price of the worst performing underlying shares on hypothetical valuation date 1 is greater than\nits downside threshold price and, as a result, investors in the securities would receive the contingent coupon payment of $37.00 per security\non the related contingent coupon payment date. Because the closing price of the worst performing underlying shares on hypothetical valuation\ndate 1 is less than its initial share price, the securities would not be automatically redeemed following that valuation date, even though\nthe closing price of the other underlying shares on that valuation date is greater than its initial share price.

Example 2: In this example, the shares of Class A common stock\nof Meta Platforms, Inc. have the lowest share return and, therefore, are the worst performing underlying shares on hypothetical valuation\ndate 2. In this scenario, the closing price of the worst performing underlying shares on hypothetical valuation date 2 is less than\nits downside threshold price and, as a result, investors would not receive any contingent coupon payment on the related contingent coupon\npayment date, even though the closing price of the other underlying shares is greater than its initial share price. In addition, because\nthe closing price of the worst performing underlying shares on hypothetical valuation date 2 is less than its initial share price, the\nsecurities would not be automatically redeemed following that valuation date.

Example 3: In this example, the shares of common stock of NVIDIA\nCorporation have the lowest share return and, therefore, are the worst performing underlying shares on hypothetical valuation date 3.\nIn this scenario, the closing price of the worst performing underlying shares on hypothetical valuation date 3 is less than its\ndownside threshold price and, as a result, investors would not receive any contingent coupon payment on the related contingent coupon\npayment date, even though the closing price of the other underlying shares is greater than its downside threshold price. In addition,\nbecause the closing price of the worst performing underlying shares on hypothetical valuation date 3 is less than its initial share price,\nthe securities would not be automatically redeemed following that valuation date.

Investors in the securities will not receive a contingent coupon\npayment with respect to a valuation date if the closing price of the worst performing underlying shares on that valuation date is less\nthan its downside threshold price, even if the closing price of the other underlying shares is greater than its downside threshold price.

October 2026

PS-7

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Example 4: In this example, the shares of Class A common stock\nof Meta Platforms, Inc. have the lowest share return and, therefore, are the worst performing underlying shares on hypothetical valuation\ndate 4. In this scenario, the closing price of the worst performing underlying shares on hypothetical valuation date 4 is greater than\nits initial share price, and the securities would be automatically redeemed on the related contingent coupon payment date for the early\nredemption payment, which is an amount in cash equal to the stated principal amount plus the related contingent coupon payment\nplus any previously unpaid contingent coupon payments, or $1,111.00 per security. Because no contingent coupon payment was received\nin connection with hypothetical valuation date #2 and hypothetical valuation date #3, investors in the securities would also receive the\npreviously unpaid contingent coupon payment on the related contingent coupon payment dates.

How to determine the payment at maturity on\nthe securities if the securities are not earlier automatically redeemed:

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

	Hypothetical final share price of \nthe shares of common stock of \nNVIDIA Corporation	Hypothetical final share price of \nthe shares of Class A common \nstock of Meta Platforms, Inc.	Hypothetical payment at \nmaturity per security
Example 5	$110.00 \n(share return = 10%)	$120.00 \n(share return = 20%)	$1,037.00 plus any \npreviously unpaid \ncontingent coupon payments
Example 6	$105.00 \n(share return = 5%)	$30.00 \n(share return = -70%)	$300.00
Example 7	$0.00 \n(share return = -100%)	$120.00 \n(share return = 20%)	$0.00

Example 5: In this example, the shares of common stock of NVIDIA\nCorporation are the worst performing underlying shares on the final valuation date. In this scenario, the final share price of the worst\nperforming underlying shares on the final valuation date is greater than its downside threshold price. Accordingly, at maturity,\nyou would receive the stated principal amount of the securities plus the contingent coupon payment of $37.00 per security (assuming\nno previously unpaid contingent coupon payments), but you would not participate in the appreciation of any of the underlying shares even\nthough all of the underlying shares have appreciated from their respective initial share prices.

Example 6: In this example, the shares of Class A common stock\nof Meta Platforms, Inc. are the worst performing underlying shares on the final valuation date. In this scenario, the final share price\nof the worst performing underlying shares on the final valuation date is less than its downside threshold price. Accordingly, at maturity,\nyou would receive a payment per security calculated as follows:

Payment at maturity = $1,000 + ($1,000 × the share return of the\nshares of Class A common stock of Meta Platforms, Inc. on the final valuation date)

= $1,000 + ($1,000 × -70%)

= $1,000 + -$700.00

= $300.00

In this scenario, you would receive significantly less than the stated\nprincipal amount of your securities at maturity. You would incur a loss based on the performance of the worst performing underlying shares\non the final valuation date, even though the final share price of the other underlying shares is greater than its downside threshold price.

Example 7: In this example, the shares of common stock of NVIDIA\nCorporation are the worst performing underlying shares on the final valuation date and its final share price is less than its downside\nthreshold price. Accordingly, at maturity, you would receive a payment per security calculated as follows:

Payment at maturity = $1,000 + ($1,000 × the share return of the\nshares of common stock of NVIDIA Corporation on the final valuation date)

= $1,000 + ($1,000 × -100%)

= $1,000 + -$1,000.00

= $0.00

In this scenario, because the closing price of the worst performing\nunderlying shares on the final valuation date is less than its downside threshold price and is equal to $0.00, you would lose all of your\ninvestment in the securities, even though the final share price of the other underlying shares is greater than its downside threshold\nprice.

October 2026

PS-8

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Summary Risk Factors

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 debt\nsecurities that are 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 each of the underlying shares. Accordingly, the securities are appropriate only\nfor investors who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax\nand legal advisors as to the risks of an investment in the securities and the appropriateness of the securities in light of your particular\ncircumstances.

The following is a summary of certain key risk factors for investors\nin the securities. You should read this summary together with the more detailed description of risks relating to an investment in the\nsecurities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-6 in the accompanying product\nsupplement. You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated\nby reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent\nQuarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do not provide\nfor the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior\nto maturity and the final share price of the worst performing underlying shares on the final valuation date is less than its downside\nthreshold price, you will lose a significant portion or all of your investment, based on a loss of 1% of the stated principal amount of\nthe securities for every 1% by which the final share price of the worst performing underlying shares on the final valuation date is less\nthan its initial share price, regardless of the performance of the other underlying shares. There is no minimum payment at maturity on\nthe securities, and you may lose up to all of your investment. If the final share price of any underlying shares is less than its downside\nthreshold price, you will be fully exposed to any depreciation of the worst performing underlying shares from its initial share price\nto its final share price.

You will not receive any contingent coupon payment for any quarter in which the closing price of the worst performing underlying\nshares on the related valuation date is less than its downside threshold price. A contingent coupon payment will be made on a contingent\ncoupon payment date if and only if the closing price of the worst performing underlying shares on the related valuation date is greater\nthan or equal to its downside threshold price. If the closing price of the worst performing underlying shares on any quarterly valuation\ndate is less than its downside threshold price, you will not receive any contingent coupon payment on the related contingent coupon payment\ndate, and if the closing price of the worst performing underlying shares is below its downside threshold price on each valuation date,\nyou will not receive any contingent coupon payments over the term of the securities. Pursuant to the memory coupon feature, you will receive\na previously unpaid contingent coupon payment (without interest) on a subsequent contingent coupon payment date if and only if the closing\nprice of the worst performing underlying shares on the related valuation date is greater than or equal to its downside threshold price.\nIf the closing price of any underlying shares on any quarterly valuation date is less than its downside threshold price, you will not\nreceive any contingent coupon payment on the related contingent coupon payment date.

The securities are subject to the risks of each of the underlying shares and will be negatively affected if any one of the underlying\nshares performs poorly, even if the other underlying shares perform well. You are subject to risks associated with all of the underlying\nshares. If any one of the underlying shares performs poorly, you will be negatively affected, even if the other underlying shares perform\nwell. The securities are not linked to a basket composed of the underlying shares, where the better performance of one could ameliorate\nthe poor performance of the other. Instead, you are subject to the full risks of whichever of the underlying shares are the worst performing\nunderlying shares on each valuation date.

You will not benefit in any way from the performance of the better performing underlying shares. The return on the securities\ndepends solely on the performance of the worst performing underlying shares on each valuation date, and you will not benefit in any way\nfrom the performance of the better performing underlying shares. The securities may underperform a similar alternative investment linked\nto a basket composed of the underlying shares, since in such case the performance of the better performing underlying shares would be\nblended with the performance of the worst performing underlying shares, resulting in a better return than the return of the worst performing\nunderlying shares.

You will be subject to risks relating to the relationship among the underlying shares. It is preferable from your perspective\nfor the underlying shares to be correlated with each other, in the sense that they tend to increase or decrease at similar times and by\nsimilar magnitudes. By investing in the securities, you assume the risk that the underlying shares will not exhibit this relationship.\nThe less correlated the underlying shares, the more likely it is that at least one of the underlying shares will perform poorly over the\nterm of the securities. All that is necessary for the securities to perform poorly is for one of the underlying shares to perform poorly;\nthe performance of any underlying shares that are not the worst performing underlying shares is not relevant to your return on the securities.\nIt is impossible to predict what the relationship among the underlying shares will be over the term of the securities.

Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon payments at an annualized\nrate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same\nmaturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the securities, including\nthe risk that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates, the securities\nwill

October 2026

PS-9

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

not be automatically redeemed and the\namount you receive at maturity may be significantly less than the stated principal amount of your securities and may be zero. The volatility\nof and the correlation among the underlying shares are important factors affecting these risks. Greater expected volatility of, and lower\nexpected correlation among, the underlying shares as of the pricing date may result in a higher contingent coupon rate, but would also\nrepresent a greater expected likelihood as of the pricing date that (i) the closing price of the worst performing underlying shares on\none or more valuation dates will be less than its downside threshold price, such that you will not receive one or more, or any, contingent\ncoupon payments during the term of the securities, (ii) the closing price of the worst performing underlying shares on each potential\nredemption date will be less than its initial share price, such that the securities will not be automatically redeemed, and (iii) the\nclosing price of the worst performing underlying shares on the final valuation date will be less than its downside threshold price, such\nthat you will suffer a substantial loss of principal at maturity.

You may not be adequately compensated for assuming the downside risk of the worst performing underlying shares. The potential\ncontingent coupon payments on the securities are the compensation you receive for assuming the downside risk of the worst performing underlying\nshares, as well as all the other risks of the securities. That compensation is effectively “at risk” and may, therefore, be\nless than you currently anticipate. First, the actual yield you realize on the securities could be lower than you anticipate because the\ncoupon is “contingent” and you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon\npayment dates. Second, the contingent coupon payments are the compensation you receive not only for the downside risk of the worst performing\nunderlying shares on the final valuation date, but also for all of the other risks of the securities, including the risk that the securities\nmay be automatically redeemed beginning approximately three months after the issue date, interest rate risk and our and/or Citigroup Inc.’s\ncredit risk. If those other risks increase or are otherwise greater than you currently anticipate, the contingent coupon payments may\nturn out to be inadequate to compensate you for all the risks of the securities, including the downside risk of the worst performing underlying\nshares on the final valuation date.

The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent coupon payments.\nOn any potential redemption date beginning approximately three months after issuance and prior to the final valuation date, the securities\nwill be automatically redeemed if the closing price of the worst performing underlying shares on that potential redemption date is greater\nthan or equal to its initial share price. Thus, the term of the securities may be limited to as short as approximately three months. If\nthe securities are redeemed prior to maturity, you will not receive any additional contingent coupon payments. Moreover, you may not be\nable to reinvest your funds in another investment that provides a similar yield with a similar level of risk.

The securities offer downside exposure to the worst performing underlying shares, but no upside exposure to the underlying shares.\nYou will not participate in any appreciation in the price of any of the underlying shares over the term of the securities. Consequently,\nyour return on the securities will be limited to the contingent coupon payments you receive, if any, and may be significantly less than\nthe return on the underlying shares over the term of the securities. In addition, you will not receive any dividends or other distributions\nor have any other rights with respect to the underlying shares over the term of the securities.

The performance of the securities will depend on the closing prices of the underlying shares solely on the relevant valuation dates,\nwhich makes the securities particularly sensitive to the volatility of the underlying shares. Whether the contingent coupon will be\npaid for any given quarter (and whether any previously unpaid contingent coupon payments will be paid) and whether the securities will\nbe automatically redeemed prior to maturity will depend on the closing prices of the underlying shares solely on the quarterly valuation\ndates and potential redemption dates, respectively, regardless of the closing prices of the underlying shares on other days during the\nterm of the securities. If the securities are not automatically redeemed, what you receive at maturity will depend solely on the closing\nprice of the worst performing underlying shares on the final valuation date, and not on any other day during the term of the securities.\nBecause the performance of the securities depends on the closing prices of the underlying shares on a limited number of dates, the securities\nwill be particularly sensitive to volatility in the closing prices of the underlying shares. You should understand that each of the underlying\nshares has historically been highly volatile.

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.

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 must be prepared\nto 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) the selling concessions and structuring fees paid in connection\nwith

October 2026

PS-10

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

the offering of the securities, (ii) hedging\nand other costs incurred by us and our affiliates in connection with the offering of the securities and (iii) the expected profit (which\nmay be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the securities.\nThese costs adversely affect the economic terms of the securities because, if they were lower, the economic terms of the securities would\nbe more favorable to you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding\nrate, rather than our secondary market rate, to price the securities. See “The estimated value of the securities would be lower\nif 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, and correlation among, the underlying shares,\ndividend yields on the underlying shares and interest rates. CGMI’s views on these inputs may differ from your or others’\nviews, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models\nmay prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities\nset forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities\nfor other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities.\nInstead, you 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 the same as the coupon that is payable on the securities.

Because there is not an active market for traded instruments\nreferencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments\nreferencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the securities, but subject\nto adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our\ncreditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted for discretionary\nfactors 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 the securities\nbased on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing\nsupplement, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market\nrate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition, any secondary\nmarket price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount\nof 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.

The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities\nprior to maturity will fluctuate based on the price and volatility of the underlying shares and a number of other factors, including the\nprice and volatility of the underlying shares, the correlation among the underlying shares, dividend yields on the underlying shares,\ninterest rates generally, the time remaining to maturity and our and/or Citigroup Inc.’s creditworthiness, as reflected in our secondary\nmarket rate. Changes in the prices of the underlying shares may not result in a comparable change in the value of your securities. You\nshould understand that the value of your securities at any time prior to maturity may be significantly less than the issue price.

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.

Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities. Governmental\nregulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government, could prohibit or otherwise\nrestrict persons from holding the securities or underlying shares, or engaging in transactions in them, and any such action could adversely\naffect the value of underlying shares. These regulatory actions could result in restrictions on the securities and could result in the\nloss of a significant portion or all of your initial investment in the securities, including if you are forced to divest the securities\ndue to the government mandates, especially if such divestment must be made at a time when the value of the securities has declined.

Our offering of the securities does not constitute a recommendation of any of the underlying shares. The fact that we are offering\nthe securities does not mean that we believe that investing in an instrument linked to the underlying shares is likely to achieve favorable

October 2026

PS-11

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

returns. In fact, as we are part of a\nglobal financial institution, our affiliates may have positions (including short positions) in the underlying shares or in instruments\nrelated to the underlying shares and may publish research or express opinions, that in each case are inconsistent with an investment linked\nto the underlying shares. These and other activities of our affiliates may affect the prices of the underlying shares in a way that has\na negative impact on your interests as a holder of the securities.

The prices of the underlying shares may be adversely affected by our or our affiliates’ hedging and other trading activities.\nWe have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions directly in the\nunderlying shares and other financial instruments related to the underlying shares and may adjust such positions during the term of the\nsecurities. Our affiliates also trade the underlying shares and other related financial instruments on a regular basis (taking long or\nshort positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers.\nThese activities could affect the prices of the underlying shares in a way that negatively affects the value of the securities. They could\nalso result in substantial returns for us or our affiliates while the value of the securities declines.

We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.\nOur affiliates may currently or from time to time engage in business with the underlying share issuers, including extending loans to,\nmaking equity investments in or providing advisory services to those issuers. In the course of this business, we or our affiliates may\nacquire non-public information about the underlying share issuers, which we will not disclose to you. Moreover, if any of our affiliates\nis or becomes a creditor of any such issuer, they may exercise any remedies against that issuer that are available to them without regard\nto your interests.

▪

You will have no rights and will not receive dividends with respect to the underlying shares. You should understand that you\nwill not receive any dividend payments under the securities. In addition, if any change to the underlying shares is proposed,\nsuch as an amendment to any underlying share issuer’s organizational documents, you will not have the right to vote on such change. Any\nsuch change may adversely affect the market price of the applicable underlying shares.

▪

Even if any underlying share issuer pays a dividend that it identifies as special or extraordinary, no adjustment will be required\nunder the securities for that dividend unless it meets the criteria specified in the accompanying product supplement. In general,\nan adjustment will not be made under the terms of the securities for any cash dividend paid on any of the underlying shares unless the\namount of the dividend per underlying share, together with any other dividends paid in the same fiscal quarter, exceeds the dividend paid\nper underlying share in the most recent fiscal quarter by an amount equal to at least 10% of the closing price of the applicable underlying\nshares on the date of declaration of the dividend. Any dividend will reduce the closing price of the applicable underlying shares by the\namount of the dividend per underlying share. If the applicable underlying share issuer pays any dividend for which an adjustment is not\nmade under the terms of the securities, holders of the securities may be adversely affected. See “Description of the Securities—Certain\nAdditional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments—Certain\nExtraordinary Cash Dividends” in the accompanying product supplement.

▪

The securities will not be adjusted for all events that could affect the price of any of the underlying shares. For example,\nwe will not make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria described above, partial\ntender offers or additional public offerings of the underlying shares. Moreover, the adjustments we do make may not fully offset\nthe dilutive or adverse effect of the particular event. Investors in the securities may be adversely affected by such an event\nin a circumstance in which a direct holder of any of the underlying shares would not.

▪

If any of the underlying shares are delisted, we may call the securities prior to maturity for an amount that may be less than\nthe stated principal amount. If we exercise this call right, you will receive the amount described under “Description\nof the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Delisting of\nan Underlying Company” in the accompanying product supplement. This amount may be less, and possibly significantly less, than the\nstated principal amount of the securities.

▪

The securities may become linked to shares of an issuer other than one of the original underlying share issuers upon the occurrence\nof a reorganization event or upon the delisting of any of the underlying shares. For example, if any underlying share issuer enters\ninto a merger agreement that provides for holders of the applicable underlying shares to receive stock of another entity, the stock of\nsuch other entity will become the applicable underlying shares for all purposes of the securities upon consummation of the merger. Additionally,\nif the applicable underlying shares are delisted and we do not exercise our call right, the calculation agent may, in its sole discretion,\nselect shares of another issuer to be the applicable underlying shares. See “Description of the Securities—Certain\nAdditional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments,”\nand “—Delisting of an Underlying Company” in the accompanying product supplement.

The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If\ncertain events occur, such as market disruption events, corporate events with respect to any of the underlying share issuers that may\nrequire a dilution adjustment or the delisting of the applicable underlying shares, CGMI, as calculation agent, will be required to make\ndiscretionary judgments that could significantly affect your return on the securities. In making these judgments, the calculation\nagent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities.

October 2026

PS-12

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding\nthe proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the\n“IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or\na court might not agree with the treatment of the securities as described in “United States Federal Tax Considerations” below. If\nthe IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition\nof the securities might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance\ncould adversely affect the U.S. federal tax treatment of the securities, possibly retroactively.

Non-U.S. investors should note that persons\nhaving withholding responsibility in respect of the securities may withhold on any coupon payment paid to a non-U.S. investor, generally\nat a rate of 30%. To the extent that we have withholding responsibility in respect of the securities, we intend to so withhold.

You should read carefully the discussion\nunder “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying\nproduct supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult\nyour tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under\nthe laws of any state, local or non-U.S. taxing jurisdiction.

October 2026

PS-13

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Information About NVIDIA Corporation

NVIDIA Corporation is a full-stack computing infrastructure company\nwith data-center-scale offerings whose full-stack includes the CUDA programming model that runs on all of its graphics processing units\n(GPUs), as well as domain-specific software libraries, software development kits and Application Programming Interfaces and whose data-center-scale\nofferings include compute and networking solutions that can scale to tens of thousands of GPU-accelerated servers interconnected to function\nas a single giant computer. The underlying shares of NVIDIA Corporation are registered under the Securities Exchange Act of 1934, as amended\n(the “Exchange Act”). Information provided to or filed with the SEC by NVIDIA Corporation pursuant to the Exchange Act can\nbe located by reference to the SEC file number 000-23985 through the SEC’s website at http://www.sec.gov. In addition, information\nregarding NVIDIA Corporation may be obtained from other sources including, but not limited to, press releases, newspaper articles and\nother publicly disseminated documents. The underlying shares of NVIDIA Corporation trade on the Nasdaq Global Select Market under the\nticker symbol “NVDA.”

This pricing supplement relates only to the securities offered hereby\nand does not relate to the underlying shares or other securities of the underlying share issuer. We have derived all disclosures contained\nin this pricing supplement regarding the underlying shares and the underlying share issuer from the publicly available documents described\nabove. In connection with the offering of the securities, none of Citigroup Global Markets Holdings Inc., Citigroup Inc. or CGMI has participated\nin the preparation of such documents or made any due diligence inquiry with respect to the underlying share issuer.

The securities represent obligations of Citigroup Global Markets Holdings\nInc. (guaranteed by Citigroup Inc.) only. The underlying share issuer is not involved in any way in this offering and has no obligation\nrelating to the securities or to holders of the securities.

Neither we nor any of our affiliates make any representation to you\nas to the performance of the underlying shares.

Historical Information

The closing price of the underlying shares of NVIDIA Corporation on\nOctober 30, 2026 was $204.64.

The graph below shows the closing price of the underlying shares of\nNVIDIA Corporation for each day such price was available from January 4, 2016 to October 30, 2026. We obtained the closing prices from\nBloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period shown below,\nincluding, but not limited to, spin-offs or mergers, then the closing prices of the underlying shares shown below for the period prior\nto the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such transaction had occurred prior to the first\nday in the period shown below. You should not take the historical prices of the underlying shares as an indication of future performance.

\n \n \n \n \n

Common Stock of NVIDIA Corporation – Historical Closing Prices*
\nJanuary 4, 2016 to October 30, 2026

$\"\"$

* The red line indicates the downside threshold price with respect to\nNVIDIA Corporation of $122.784, equal to 60.00% of the initial share price.

October 2026

PS-14

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Information About Meta Platforms, Inc.

Meta Platforms, Inc. operates\nas a social technology company. The company builds applications and technologies that help people connect, find communities, and grow\nbusinesses. The underlying shares of Meta Platforms, Inc. are registered under the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”). Information provided to or filed with the SEC by Meta Platforms, Inc. pursuant to the Exchange Act can be located by reference\nto the SEC file number 001-35551 through the SEC’s website at http://www.sec.gov. In addition, information regarding Meta Platforms,\nInc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated\ndocuments. The underlying shares of Meta Platforms, Inc. trade on the Nasdaq Global Select Market under the ticker symbol “META.”\n

This pricing supplement relates\nonly to the securities offered hereby and does not relate to the underlying shares or other securities of the underlying share issuer. We\nhave derived all disclosures contained in this pricing supplement regarding the underlying shares and the underlying share issuer from\nthe publicly available documents described above. In connection with the offering of the securities, none of Citigroup Global Markets\nHoldings Inc., Citigroup Inc. or CGMI has participated in the preparation of such documents or made any due diligence inquiry with respect\nto the underlying share issuer.

The securities represent obligations\nof Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) only. The underlying share issuer is not involved in any way\nin this offering and has no obligation relating to the securities or to holders of the securities.

Neither we nor any of our affiliates\nmake any representation to you as to the performance of the underlying shares.

Historical Information

The closing price of the underlying shares of Meta Platforms, Inc. on\nOctober 30, 2026 was $614.99.

The graph below shows the closing\nprice of the underlying shares of Meta Platforms, Inc. for each day such price was available from January 4, 2016 to October 30, 2026.\nWe obtained the closing prices from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during\nthe historical period shown below, including, but not limited to, spin-offs or mergers, then the closing prices of the underlying shares\nshown below for the period prior to the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such transaction\nhad occurred prior to the first day in the period shown below. You should not take the historical prices of the underlying shares as an\nindication of future performance.

\n \n \n \n \n

Class A Common Stock of Meta Platforms, Inc. – Historical Closing Prices*
\nJanuary 4, 2016 to October 30, 2026

$\"\"$

* The red line indicates the downside threshold price with respect to\nMeta Platforms, Inc. of $368.994, equal to 60.00% of the initial share price.

October 2026

PS-15

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

United States Federal Tax Considerations

You should read carefully the discussion under “United States\nFederal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and\n“Summary Risk Factors” in this pricing supplement.

Due to the lack of any controlling legal authority, there is substantial\nuncertainty regarding the U.S. federal tax consequences of an investment in the securities. In connection with any information\nreporting requirements we may have in respect of the securities under applicable law, we intend (in the absence of an administrative determination\nor judicial ruling to the contrary) to treat the securities for U.S. federal income tax purposes as prepaid forward contracts with associated\ncoupon payments that will be treated as gross income to you at the time received or accrued in accordance with your regular method of\ntax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions,\nthis treatment of the securities is reasonable under current law; however, our counsel has advised us that it is unable to conclude affirmatively\nthat this treatment is more likely than not to be upheld, and that alternative treatments are possible.

Assuming this treatment of the securities is respected and subject to\nthe discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal\nincome tax consequences should result under current law:

Any coupon payments on the securities should be taxable as ordinary income to you at the time received or accrued in accordance with\nyour regular method of accounting for U.S. federal income tax purposes.

Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to the difference\nbetween the amount realized and your tax basis in the security. For this purpose, the amount realized does not include any\ncoupon paid on retirement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. Such\ngain or loss should be long-term capital gain or loss if you held the security for more than one year.

We do not plan to request a ruling\nfrom the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely\naffect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In\naddition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment\nof “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject\nof future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative\ncontracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and\nadversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult your tax\nadviser regarding possible alternative tax treatments of the securities and potential changes in applicable law.

Withholding Tax on Non-U.S. Holders. Because significant aspects\nof the tax treatment of the securities are uncertain, persons having withholding responsibility in respect of the securities may withhold\non any coupon payment paid to Non-U.S. Holders (as defined in the accompanying product supplement), generally at a rate of 30%. To the\nextent that we have (or an affiliate of ours has) withholding responsibility in respect of the securities, we intend to so withhold. In\norder to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with certification requirements to establish\nthat you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult\nyour tax adviser regarding the tax treatment of the securities, including the possibility of obtaining a refund of any amounts withheld\nand the certification requirement described above.

As discussed under “United\nStates Federal Tax Considerations—Tax Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m)\nof the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend\nequivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S.\nUnderlying Equities”) or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments\nthat substantially replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth\nin the applicable Treasury regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments\nissued prior to January 1, 2029 that do not have a “delta” of one. Based on the terms of the securities and representations\nprovided by us, our counsel is of the opinion that the securities should not be treated as transactions that have a “delta”\nof one within the meaning of the regulations with respect to any U.S. Underlying Equity and, therefore, should not be subject to withholding\ntax under Section 871(m).

A determination that the securities\nare not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section\n871(m) is complex and its application may depend on your particular circumstances, including your other transactions. You should\nconsult your tax adviser regarding the potential application of Section 871(m) to the securities.

We will not be required to pay any additional amounts with respect to\namounts withheld.

You should read the section entitled “United States Federal\nTax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that\nsection, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning\nand disposing of the securities.

You should also consult your tax adviser regarding all aspects of\nthe U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under the laws\nof any state, local or non-U.S. taxing jurisdiction.

October 2026

PS-16

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Supplemental Plan of 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 receive an underwriting fee of $22.50 for each $1,000.00 security\nsold in this offering. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI, including Morgan Stanley Wealth\nManagement, and their financial advisors collectively a fixed selling concession of $17.50 for each $1,000.00 security they sell. In addition,\nMorgan Stanley Wealth Management will receive a structuring fee of $5.00 for each security they sell. For the avoidance of doubt, the\nfees and selling concessions described in this pricing supplement will not be rebated if the securities are automatically redeemed prior\nto maturity.

The costs included in the original issue price of the securities will\ninclude a fee paid by CGMI to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management has an ownership\ninterest, for providing certain electronic platform services with respect to this offering.

See “Plan of Distribution; Conflicts of Interest” in the\naccompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus\nfor additional information.

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 “Summary Risk Factors—The value of the securities prior to maturity will fluctuate\nbased on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness.\nThese inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.

For a period of approximately three months following issuance of the\nsecurities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated\nfor the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one\nor more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined.\nThis temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the\nterm of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month\ntemporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See “Summary\nRisk Factors—The securities 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 against payment therefor, such securities and the related guarantee of Citigroup\nInc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in\naccordance 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

October 2026

PS-17

Citigroup Global Markets Holdings Inc.

4,138 Contingent Income Auto-Callable Securities with Memory Coupon Due November 2, 2029

Based on the Worst Performing of the Common Stock of NVIDIA Corporation and the Class A Common Stock of Meta Platforms, Inc.

Principal at Risk Securities

Global Markets Holdings Inc. and Citigroup Inc. of the securities and\nthe related guarantee do not contravene, or constitute a default under, any judgment, injunction, order or decree or any agreement or\nother 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.

October 2026

PS-18

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