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Citigroup Global Markets Holdings Inc.

October 20, 2026

Medium-Term Senior Notes, Series\nN

Pricing Supplement No. 2026-USNCH34010

Filed Pursuant to Rule 424(b)(2)

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

Callable Fixed Rate Notes Due November 22, 2027

\n\n

▪

The notes mature on the maturity date specified below. We have\nthe right to call the notes for mandatory redemption prior to maturity on a periodic basis on the redemption dates specified below. Unless\npreviously redeemed, the notes pay interest periodically at the fixed per annum rate indicated below.

\n\n

▪

The notes are unsecured debt securities issued by Citigroup\nGlobal Markets Holdings Inc. and guaranteed by Citigroup Inc. All payments on the notes are subject to the credit risk of Citigroup\nGlobal Markets Holdings Inc. and Citigroup Inc.

\n\n

▪

It is important for you to consider the information contained\nin this pricing supplement together with the information contained in the accompanying prospectus supplement and prospectus. The description\nof the notes below supplements, and to the extent inconsistent with replaces, the description of the general terms of the notes set forth\nin the accompanying prospectus supplement and prospectus.

\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 notes are fully and unconditionally guaranteed by Citigroup Inc.
Stated principal amount:	$1,000 per note
Pricing date:	October 20, 2026
Original issue date:	October 22, 2026
Maturity date:	November 22, 2027. The payment at maturity will be made on the maturity date. If the maturity date is not a business day, then such date will be postponed to the next succeeding business day.
Payment at maturity:	$1,000 per note plus any accrued and unpaid interest
Interest rate per annum:	From and including the original issue date to but excluding the maturity date, unless previously redeemed by us: 4.50%
Interest period:	The period from and including the original issue date to but excluding the immediately following interest payment date, and each successive period from and including an interest payment date to but excluding the next interest payment date.
Interest payment dates:	January 22, 2027, April 22, 2027, July 22, 2027, October 22, 2027 and the maturity date (short final interest period), provided that if any such day is not a business day, the applicable interest payment date will be postponed to the next succeeding business day. Interest will be payable to the persons in whose names the notes are registered at the close of business on the business day preceding each interest payment date, which we refer to as a regular record date, except that the interest payment due at maturity or upon earlier redemption will be paid to the persons who hold the notes on the maturity date or earlier date of redemption, as applicable.
Day count convention:	Actual/360 Adjusted. See “Determination of Interest Payments” in this pricing supplement.
Redemption:	\n Beginning on April 22, 2027, we have the right to call the notes for\n mandatory redemption, in whole and not in part, on any redemption date and pay to you 100% of the principal amount of the notes plus accrued\n and unpaid interest to but excluding the date of such redemption. If we decide to redeem the notes, we will give you notice at least five\n business days before the redemption date specified in the notice. \n \n So long as the notes are represented by global securities and are held\n on behalf of The Depository Trust Company (“DTC”), redemption notices and other notices will be given by delivery to DTC.\n If the notes are no longer represented by global securities and are not held on behalf of DTC, redemption notices and other notices will\n be published in a leading daily newspaper in New York City, which is expected to be The Wall Street Journal. \n
Redemption dates:	April 22, 2027, July 22, 2027 and October 22, 2027, provided that if any such day is not a business day, the applicable redemption date will be the next succeeding business day.
Business day:	Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are authorized or obligated by law or executive order to close
Business day convention:	Following
Listing:	The notes will not be listed on any securities exchange
CUSIP / ISIN:	17291W4Q1 / US17291W4Q15
Underwriter:	Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal. See “General Information—Supplemental information regarding plan of distribution; conflicts of interest” in this pricing supplement.

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

Underwriting fee and issue price:	Issue price⁽¹⁾	Underwriting fee⁽²⁾	Proceeds to issuer
Per note:	$1,000.00	\t$0.40\t	$999.60
Total:	$50,000,000.00	$20,000.00	$49,980,000.00

(1) The issue price for eligible institutional investors and investors purchasing the notes in fee-based advisory accounts will vary based\non then-current market conditions and the negotiated price determined at the time of each sale; provided, however, that the issue price\nfor such investors will not be less than $999.60 per note and will not be more than $1,000 per note. The issue price for such investors\nreflects a forgone selling concession or underwriting fee with respect to such sales as described in footnote (2) below. See “General\nInformation—Fees and selling concessions” in this pricing supplement.

(2) CGMI will receive an underwriting fee of up to $0.40 per note, and from such underwriting fee will allow selected dealers a selling\nconcession of up to $0.40 per note depending on market conditions that are relevant to the value of the notes at the time an order to\npurchase the notes is submitted to CGMI. Dealers who purchase the notes for sales to eligible institutional investors and/or to investors\npurchasing the notes in fee-based advisory accounts may forgo some or all selling concessions, and CGMI may forgo some or all of the underwriting\nfee for sales it makes to eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts. The\nper note underwriting fee in the table above represents the maximum underwriting fee payable per note. The total underwriting fee and\nproceeds to issuer in the table above give effect to the actual total proceeds to issuer. You should refer to “Risk Factors”\nand “General Information—Fees and selling concessions” in this pricing supplement for more information. In addition\nto the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the notes\ndeclines. See “Use of Proceeds and Hedging” in the accompanying prospectus.

Investing in the notes involves risks not associated with an investment\nin conventional fixed rate debt securities. See “Risk Factors” beginning on page PS-2.

Neither the Securities and\nExchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this pricing supplement\nand the accompanying prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal\noffense.

You should read this pricing\nsupplement together with the accompanying prospectus supplement and prospectus, which can be accessed via the following hyperlink:

Prospectus Supplement and Prospectus each dated February 25, 2026

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

Citigroup Global Markets Holdings Inc.

Risk Factors

The following is a non-exhaustive list of certain key risk factors\nfor investors in the notes. You should read the risk factors below together with the risk factors included in the accompanying prospectus\nsupplement and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent\nAnnual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup\nInc. more generally. We also urge you to consult your investment, legal, tax, accounting and other advisors in connection with your investment\nin the notes.

The notes may be redeemed at our option, which limits your ability to accrue\ninterest over the full term of the notes. We may redeem the notes, in whole but not in part, on any redemption date, upon not less\nthan five business days’ notice. In the event that we redeem the notes, you will receive the principal amount of the notes and any\naccrued and unpaid interest to but excluding the applicable redemption date. In this case, you will not have the opportunity to continue\nto accrue and be paid interest to the maturity date of the notes.

Market interest rates at a particular time will affect our decision to\nredeem the notes. It is more likely that we will call the notes for redemption prior to their maturity date at a time when the interest\nrate on the notes is greater than that which we would pay on a comparable debt security of ours (guaranteed by Citigroup Inc.) with a\nmaturity comparable to the remaining term of the notes. Consequently, if we redeem the notes prior to their maturity, you may not be able\nto invest in other securities with a similar level of risk that yield as much interest as the notes.

The notes are subject to the credit risk of Citigroup Global Markets Holdings\nInc. and Citigroup Inc., and any actual or anticipated changes to the creditworthiness of either entity may adversely affect the value\nof the notes. You are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global\nMarkets Holdings Inc. defaults on its obligations under the notes and Citigroup Inc. defaults on its guarantee obligations, your investment\nwould be at risk and you could lose some or all of your investment. As a result, the value of the notes will be affected by changes in\nthe market’s view of Citigroup Global Markets Holdings Inc.’s or Citigroup Inc.’s creditworthiness. Any decline, or\nanticipated decline, in the credit ratings of either entity or any increase, or anticipated increase, in the credit spreads of either\nentity, is likely to adversely affect the value of the notes.

The notes will not be listed on any securities exchange and you may not\nbe able to sell them prior to maturity. The notes will not be listed on any securities exchange. Therefore, there may be little or\nno secondary market for the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative\nbid price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined in CGMI’s sole\ndiscretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that\nthe notes can be sold at that price or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without\nnotice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the\nnotes because it is likely that CGMI will be the only broker-dealer that is willing to buy your notes prior to maturity. Accordingly,\nan investor must be prepared to hold the notes until maturity.

Immediately following issuance, any secondary market bid price provided\nby CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary\nupward adjustment. The amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period.\nSee “General Information—Temporary adjustment period” in this pricing supplement.

Secondary market sales of the notes may result in a loss of principal.\nYou will be entitled to receive at least the full stated principal amount of your notes, subject to the credit risk of Citigroup Global\nMarkets Holdings Inc. and Citigroup Inc., only if you hold the notes to maturity or redemption. If you are able to sell your notes in\nthe secondary market prior to maturity or redemption, you are likely to receive less than the stated principal amount of the notes.

The inclusion of underwriting fees and projected profit from hedging in\nthe issue price is likely to adversely affect secondary market prices. Assuming no changes in market conditions or other relevant\nfactors, the price, if any, at which CGMI may be willing to purchase the notes in secondary market transactions will likely be lower than\nthe issue price since the issue price of the notes includes, and secondary market prices are likely to exclude, any underwriting fees\npaid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the projected\nprofit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. The secondary\nmarket prices for the notes are also likely to be reduced by the costs of unwinding the related hedging transactions. Our affiliates may\nrealize a profit from the hedging activity even if the value of the notes declines. In addition, any secondary market prices for the notes\nmay differ from values determined by pricing models used by CGMI, as a result of dealer discounts, mark-ups or other transaction costs.

The price at which you may be able to sell your notes prior to maturity\nwill depend on a number of factors and may be substantially less than the amount you originally invest. A number of factors will influence\nthe value of the notes in any secondary market that may develop and the price at which CGMI may be willing to purchase the notes in any\nsuch secondary market, including: interest rates in the market and the volatility of such rates, the time remaining to maturity of the\nnotes, hedging activities by our affiliates, any fees and projected hedging fees and profits, expectations about whether we are likely\nto redeem the notes and any actual or anticipated changes in the credit ratings, financial condition and results of either Citigroup Global\nMarkets Holdings Inc. or Citigroup Inc. The value of the notes will vary and is likely to be less than the issue price at any time prior\nto maturity or redemption, and sale of the notes prior to maturity or redemption may result in a loss.

PS-2

Citigroup Global Markets Holdings 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

General Information
Temporary adjustment period:	For a period of approximately three months following issuance of the notes, the price, if any, at which CGMI would be willing to buy the notes from investors, and the value that will be indicated for the notes on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month temporary adjustment period. However, CGMI is not obligated to buy the notes from investors at any time. See “Risk Factors—The notes will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”
U.S. federal income tax considerations:	\n The notes will be treated for U.S. federal income tax purposes as fixed\n rate debt instruments that are issued without original issue discount. \n \n Both U.S. and non-U.S. persons considering an investment in the notes\n should read the discussion under “United States Federal Tax Considerations” in the accompanying prospectus supplement for\n more information regarding the U.S. federal income tax consequences of an investment in the notes. \n
Trustee:	The Bank of New York Mellon (as trustee under an indenture dated March 8, 2016) will serve as trustee for the notes.
Use of proceeds and hedging:	\n The net proceeds received from the sale of the notes will be used for\n general corporate purposes and, in part, in connection with hedging our obligations under the notes through one or more of our affiliates. \n \n Hedging activities related to the notes by one or more of our affiliates\n involves trading in one or more instruments, such as options, swaps and/or futures, and/or taking positions in any other available securities\n or instruments that we may wish to use in connection with such hedging and may include adjustments to such positions during the term of\n the notes. It is possible that our affiliates may profit from this hedging activity, even if the value of the notes declines. Profit or\n loss from this hedging activity could affect the price at which Citigroup Global Markets Holdings Inc.’s affiliate, CGMI, may be\n willing to purchase your notes in the secondary market. For further information on our use of proceeds and hedging, see “Use of\n Proceeds and Hedging” in the accompanying prospectus. \n
ERISA and IRA purchase considerations:	Please refer to “Benefit Plan Investor Considerations” in the accompanying prospectus supplement for important information for investors that are ERISA or other benefit plans or whose underlying assets include assets of such plans.
Fees and selling concessions:	\n The issue price is $1,000 per note; provided that the issue price for\n an eligible institutional investor or an investor purchasing the notes in a fee-based advisory account will vary based on then-current\n market conditions and the negotiated price determined at the time of each sale. The issue price for such investors will not be less than\n $999.60 per note and will not be more than $1,000 per note. The issue price for such investors reflects a forgone selling concession with\n respect to such sales as described in the next paragraph. \n \n CGMI, an affiliate of Citigroup Global Markets Holdings Inc., is the\n underwriter of the sale of the notes and is acting as principal. CGMI may resell the notes to other securities dealers at the issue price\n of $1,000 per note less a selling concession not in excess of the underwriting fee. CGMI will receive an underwriting fee of up to $0.40\n per note, and from such underwriting fee will allow selected dealers a selling concession of up to $0.40 per note depending on market\n conditions that are relevant to the value of the notes at the time an order to purchase the notes is submitted to CGMI. Dealers who purchase\n the notes for sales to eligible institutional investors and/or to investors purchasing the notes in fee-based advisory accounts may forgo\n some or all selling concessions, and CGMI may forgo some or all of the underwriting fee for sales to it makes to eligible institutional\n investors and/or to investors purchasing the notes in fee-based advisory accounts. \n
Supplemental information regarding plan of distribution; conflicts of interest:	\n The terms and conditions set forth in the Amended and Restated Global\n Selling Agency Agreement dated April 7, 2017 among Citigroup Global Markets Holdings Inc., Citigroup Inc. and the agents named therein,\n including CGMI, govern the sale and purchase of the notes. \n \n In order to hedge its obligations under the notes, Citigroup Global\n Markets Holdings Inc. has entered into one or more swaps or other derivatives transactions with one or more of its affiliates. You should\n refer to the section “General Information—Use of proceeds and hedging” in this pricing supplement and the section “Use\n of Proceeds and Hedging” in the accompanying prospectus. \n \n See “Plan of Distribution; Conflicts of Interest” in the\n accompanying prospectus supplement for more information. \n
Paying agent:	Citibank, N.A.
Contact:	Clients may contact their local brokerage representative. Third party distributors may contact Citi Structured Investment Sales at (212) 723-7005.

We encourage you to also read the accompanying prospectus supplement\nand prospectus, which can be accessed via the hyperlink on the cover page of this pricing supplement.

PS-3

Citigroup Global Markets Holdings Inc.

Determination of Interest Payments

The amount of the interest payment payable with\nrespect to each interest payment date will equal (i) the stated principal amount of the notes multiplied by the interest rate per annum,\nmultiplied by (ii) the quotient of the actual number of calendar days in the applicable interest calculation period, divided by 360. For\npurposes of the above formula, the “interest calculation period” with respect to any interest payment date is the immediately\npreceding interest period.

Hypothetical Examples

The following examples illustrate how the payments on the notes will\nbe calculated with respect to various hypothetical interest payment dates and redemption dates, depending on whether we exercise our right\nin our sole discretion to redeem the notes on a redemption date or, if we do not redeem the notes prior to the maturity date, whether\nthe interest payment date is the maturity date. The examples below assume that the day count fraction with respect to the applicable interest\npayment date or redemption date is the number indicated below. The hypothetical payments in the following examples are for illustrative\npurposes only, do not illustrate all possible payments on the notes and may not correspond to the actual payment applicable to a holder\nof the notes with respect to any interest payment date or redemption date. The numbers appearing in the following examples have been rounded\nfor ease of analysis.

Example 1: The interest payment is not a redemption date, or it is\na redemption date but we choose not to exercise our right to redeem the notes on that date.

In this example, we would pay you an interest payment on the interest\npayment date per note calculated as follows:

($1,000 × 4.50%) × day count fraction

($1,000 × 4.50%) × (90/360) = $11.25

Because the notes are not redeemed on the first interest payment date,\nthe notes would remain outstanding and would continue to accrue interest.

Example 2: We elect to exercise our right to redeem the notes on\nthe first redemption date, which is an interest payment date.

In this example, we would pay you on the first redemption date the stated\nprincipal amount of the notes plus an interest payment per note calculated as follows:

($1,000 × 4.50%) × day count fraction

($1,000 × 4.50%) × (90/360) = $11.25

Therefore, you would receive a total of $1,011.25 per note (the stated\nprincipal amount plus $11.25 of interest) on the second redemption date. Because the notes are redeemed on the second redemption\ndate, you would not receive any further payments from us.

Example 3: The notes are not redeemed prior to the maturity\ndate and the interest payment date is the maturity date.

In this example, we would pay you on the maturity date, the stated principal\namount of the notes plus an interest payment per note calculated as follows:

($1,000 × 4.50%) × day count fraction

($1,000 × 4.50%) × (31/360) = $3.875

Therefore, you would receive a total of $1,003.875 per note (the stated\nprincipal amount plus $3.875 of interest) on the maturity date, and you will not receive any further payments from us.

Because we have the right to redeem the notes prior to the maturity\ndate, there is no assurance that the notes will remain outstanding until the maturity date. You should expect the notes to remain outstanding\nafter the first redemption date only if the interest rate payable on the notes is unfavorable to you as compared to other market rates\non comparable investments at that time.

PS-4

Citigroup Global Markets Holdings Inc.

Certain Selling Restrictions

Prohibition of Sales to EEA Retail Investors

The notes\nmay not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area. For\nthe purposes of this provision:

(a)

the expression “retail investor” means a person who\nis one (or more) of the following:

(i)

a retail client as defined in point (11) of Article 4(1) of Directive\n2014/65/EU (as amended, “MiFID II”); or

(ii)

a customer within the meaning of Directive 2016/97/EU (the Insurance\nDistribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID\nII; or

(iii)

not a qualified investor as defined in Regulation (EU) 2017/1129\n(the EU Prospectus Regulation); and

(b)

the expression “offer” includes the communication in\nany form and by any means of sufficient information on the terms of the offer and the notes offered so as to enable an investor to decide\nto purchase or subscribe for the notes.

Consequently\nno key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering, selling or distributing\nthe notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering, selling or distributing\nthe notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Prohibition of Sales to United Kingdom Retail Investors

The notes\nare not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise\nmade available to any retail investor in the United Kingdom. For these purposes:

(a)

the expression “retail investor” means a person who\nis either one or both of the following:

(i)

not a professional client, as defined in point (8) of Article 2(1)\nof Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the\n“EUWA”), or

(ii)

not a qualified investor as defined in paragraph 15 of Schedule\n1 to the Public Offers and Admissions to Trading Regulations 2024; and

(b)

the expression “offer” includes the communication in\nany form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor\nto decide to buy or subscribe for the notes.

Consequently no disclosure\ndocument required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the notes or otherwise\nmaking them available to retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the\nnotes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under DISC and the Consumer Composite\nInvestments (Designated Activities) Regulations 2024.

Notice to Canadian Investors

The notes\nmay be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined\nin National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients,\nas defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes\nmust be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities\nlaws.

Securities\nlegislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this pricing\nsupplement or an accompanying product supplement, prospectus supplement or prospectus (including any amendment thereto) contains a misrepresentation,\nprovided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities\nlegislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities\nlegislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant\nto section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply\nwith the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Validity of the Notes

In the opinion of Davis Polk &\nWardwell LLP, as special products counsel to Citigroup Global Markets Holdings Inc., when the notes offered by this pricing supplement\nhave been executed and issued by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and\ndelivered against payment therefor, such notes and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup\nGlobal Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable\nbankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles\nof general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that\nsuch counsel expresses no opinion as to (x) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable\nlaw on the conclusions expressed above or (y) the validity, legally binding effect or enforceability of any provision that permits holders\nto collect any portion of the stated principal amount upon acceleration of the notes to the extent determined to constitute unearned interest.\nThis opinion is given as of the date of this pricing

PS-5

Citigroup Global Markets Holdings Inc.

supplement and is limited to the\nlaws of the State of New York and the General Corporation Law of the State of Delaware, except that such counsel expresses no opinion\nas to (i) any law, rule or regulation that is applicable to Citigroup Global Markets Holdings Inc. or Citigroup Inc., the indenture, the\nnotes, the related guarantee (together with the indenture and the notes, the “Documents”) or such transactions solely because\nsuch law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due\nto the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security.

In addition,\nthis opinion is subject to the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated February 25, 2026, which has\nbeen filed as an exhibit to the Registration Statement on Form S-3 by Citigroup Global Markets Holdings Inc. and Citigroup Inc. on February\n25, 2026, that the Documents have been duly authorized, executed, authenticated (if applicable) and delivered by, and are each a valid,\nbinding and enforceable agreement of, each party thereto (other than as expressly covered above in respect of Citigroup Global Markets\nHoldings Inc. and Citigroup Inc.) and that the terms of the notes and the issuance, execution, delivery and performance by Citigroup Global\nMarkets Holdings Inc. and Citigroup Inc. of the notes and the related guarantee do not contravene, or constitute a default under, any\njudgment, injunction, order or decree or any agreement or other instrument binding upon Citigroup Global Markets Holdings Inc. or Citigroup\nInc.

Additional Information

We reserve the right to withdraw, cancel or modify any offering of the\nnotes and to reject orders in whole or in part prior to their issuance.

© 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-6

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