[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_97":98},"routes/item",{"_9":10},"item",{"_11":12,"_13":14,"_15":16,"_17":18,"_19":20,"_21":-5,"_22":23,"_24":25,"_26":27,"_28":29,"_30":29,"_31":32,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":-5,"_46":47,"_48":-5,"_49":-5,"_50":51,"_52":53,"_54":55,"_56":57,"_58":57,"_59":60,"_61":40,"_62":63},"id","nfjpqhcqsmosn7466sfsf0xth","revision",2,"title","Citigroup 发行挂钩标普500指数的 Airbag In-Digital 证券","originalTitle","CITIGROUP INC (0000831001) (Filer)","summary","Citigroup Global Markets Holdings Inc.发行总额259.25万美元的标普500指数挂钩 Airbag In-Digital 证券，Citigroup Inc.提供全额无条件担保，证券将于2028年11月1日到期。","reason","source",{"_11":87,"_88":89,"_90":91,"_92":57,"_93":94,"_95":96},"links",{"_84":85,"_63":86},"publishedAt","2026-11-02T22:01:23.000Z","discoveredAt","2026-11-02T23:56:28.104Z","timelineAt","category","ai-products","tags",[81,82,83],"stockSymbols",[80],"score",25,"selected",false,"channel","news","story",{"_72":73,"_15":74},"x","readingMode","full","author","language","body",{"_76":-5,"_63":77,"_78":-5,"_79":40},"outline",[],"relatedStories",[75],"indexable",true,"markdownAvailable","group",{"_64":65,"_43":66,"_67":68,"_69":70,"_71":70},"hasTranslation","bodyLanguage","original","factId","fp5EN7oI42EE",{"_72":73,"_15":74},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","59132f49-95b1-4fb1-b886-43514a8f0b1a","花旗发行挂钩标普500指数的Airbag In-Digital证券",{"_72":73,"_15":74},"zh","\n \n \n \n

Pricing\n Supplement No. 2026-USNCH34846 to Product Supplement No. EA-02-12 dated February 25, 2026,

Underlying\n Supplement No. 13 dated February 25, 2026, Prospectus Supplement and Prospectus each dated February 25, 2026

Filed Pursuant to Rule 424(b)(2)

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

Dated October 30, 2026

Citigroup Global Markets Holdings Inc. $2,592,500 Airbag In-Digital\nSecurities

Linked to the S&P 500^® Index Due November 1,\n2028

All payments due on the securities are fully and unconditionally\nguaranteed by Citigroup Inc.

\n \n \n

Investment Description

The Airbag In-Digital Securities offered by this pricing supplement\n(the “securities”) are unsecured, unsubordinated debt obligations of Citigroup Global Markets Holdings Inc. (the “issuer”),\nguaranteed by Citigroup Inc. (the “guarantor”), with a return at maturity linked to the performance of the S&P\n500^® Index (the “underlying”) from the initial underlying level to the final underlying level. If the\nfinal underlying level is greater than or equal to the downside threshold (which is equal to 90% of the initial underlying level), the\nissuer will repay the stated principal amount of the securities at maturity and pay a return equal to the digital return of 20.23%. However,\nif the final underlying level is less than the downside threshold, the issuer will pay you less than the stated principal amount, and\npossibly nothing, at maturity. In this case, you will be exposed on a leveraged basis to the decline of the underlying beyond the threshold\npercentage and will lose approximately 1.1111% of the stated principal amount for each 1% decline in the level of the underlying in excess\nof the threshold percentage from the trade date to the final valuation date, up to a 100% loss of your investment. Investing in the\nsecurities involves significant risks. You may lose some or all of your initial investment. The securities do not pay interest. You will\nnot receive dividends or other distributions paid on any stocks included in the underlying. The digital return applies only if you hold\nthe securities to maturity. Any payment on the securities, including any repayment of the stated principal amount at maturity, is subject\nto the creditworthiness of the issuer and the guarantor. If the issuer and the guarantor were to default on their obligations, you might\nnot receive any amounts owed to you under the securities and you could lose your entire investment.

\n \n \n \n \n

Features

Key Dates

\n \n \n

q Digital\nReturn Feature — If the final underlying level is greater than or equal to the downside threshold, the issuer will repay the\nstated principal amount of the securities at maturity and pay a return equal to the digital return, regardless of any appreciation of\nthe underlying. In no event will you receive more than the digital return at maturity, even if the underlying appreciates by significantly\nmore than the digital return.

q Downside\nExposure — If the final underlying level is less than the downside threshold, the issuer will pay you less than the stated\nprincipal amount of the securities, and possibly nothing, at maturity. In this case, you will be exposed on a leveraged basis to the\ndecline of the underlying beyond the threshold percentage and will lose approximately 1.1111% of the stated principal amount for each\n1% decline in the level of the underlying in excess of the threshold percentage from the trade date to the final valuation date, up to\na 100% loss of your investment. The final underlying level is observed relative to the downside threshold only on the final valuation\ndate, and the digital return and the contingent repayment of principal apply only if you hold the securities to maturity. Any payment\non the securities is subject to the creditworthiness of the issuer and the guarantor. If the issuer and the guarantor were to default\non their obligations, you might not receive any amounts owed to you under the securities and you could lose your entire investment.

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

Trade date	October 30, 2026
Settlement date	November 4, 2026
Final valuation date¹	October 30, 2028
Maturity date	November 1, 2028
^1\t See page PS-4 for additional details.

\n\n \n

NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN\nCONVENTIONAL DEBT SECURITIES. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE STATED PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY,\nAND THE SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT\nIN PURCHASING AN OBLIGATION OF CITIGROUP GLOBAL MARKETS HOLDINGS INC. THAT IS GUARANTEED BY CITIGROUP INC. YOU SHOULD NOT PURCHASE THE\nSECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES. THE SECURITIES\nWILL NOT BE LISTED ON ANY SECURITIES EXCHANGE AND, ACCORDINGLY, MAY HAVE LIMITED OR NO LIQUIDITY.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “SUMMARY\nRISK FACTORS” BEGINNING ON PAGE PS-5 OF THIS PRICING SUPPLEMENT AND UNDER “RISK FACTORS RELATING TO THE SECURITIES”\nBEGINNING ON PAGE EA-6 OF THE ACCOMPANYING PRODUCT SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING TO\nANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY\nLOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE SECURITIES.

\n \n \n

Security Offering

We are offering Airbag In-Digital Securities Linked to the S&P\n500^® Index. Any return at maturity will be determined by the performance of the underlying. The securities are our unsecured,\nunsubordinated debt obligations, guaranteed by Citigroup Inc., and are offered for a minimum investment of 100 securities at the issue\nprice described below.

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

Underlying

Initial Underlying Level

Digital Return

Downside Gearing

Downside Threshold

Threshold Percentage

CUSIP / ISIN

S&P 500^® Index

(Ticker: SPX)

7,580.07

20.23%

Approximately 1.1111

6,822.06, 90.00% of the initial underlying level

10.00%

17333Y859 / US17333Y8599

See “Additional Terms Specific to the Securities” in\nthis pricing supplement. The securities will have the terms specified in the accompanying product supplement, prospectus supplement and\nprospectus, as supplemented by this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”)\nnor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this\npricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation\nto the contrary is a criminal offense. The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit\nInsurance Corporation or any other governmental agency.

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

	Issue Price⁽¹⁾	Underwriting Discount⁽²⁾	Proceeds to Issuer
Per security	$10.00	—	$10.00
Total	$2,592,500.00	—	$2,592,500.00

(1)

On the date of this pricing supplement,\n the estimated value of the securities is $9.982 per security, which is less than the issue\n price. The estimated value of the securities is based on proprietary pricing models of Citigroup\n Global Markets Inc. (“CGMI”) and our internal funding rate. It is not\n an indication of actual profit to CGMI or other of our affiliates, nor is it an indication\n of the price, if any, at which CGMI or any other person may be willing to buy the securities\n from you at any time after issuance. See “Valuation of the Securities” in this\n pricing supplement.

(2)

CGMI, acting as principal, has agreed to\n purchase from Citigroup Global Markets Holdings Inc., and Citigroup Global Markets Holdings\n Inc. has agreed to sell to CGMI, the aggregate stated principal amount of the securities\n set forth above for $10.00 per security. UBS Financial Services Inc. (“UBS”),\n acting as agent for sales of the securities, has agreed to purchase from CGMI, and CGMI has\n agreed to sell to UBS, all of the securities for $10.00 per security. UBS will not receive\n any underwriting discount for any security it sells in this offering. UBS proposes to offer\n the securities to the public at a price of $10.00 per security. For additional information\n on the distribution of the securities, see “Supplemental Plan of Distribution”\n in this pricing supplement. CGMI and its affiliates may profit from hedging activity related\n to this offering, even if the value of the securities declines. See “Use of Proceeds\n and Hedging” in the accompanying prospectus.

\n \n \n \n

Citigroup Global Markets Inc.

UBS Financial Services Inc.

\n \n \n

Additional Terms Specific to the Securities

The terms of the securities are\nset forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The\naccompanying product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing\nsupplement. For example, certain events may occur that could affect your payment at maturity. These events and their consequences are\ndescribed in the accompanying product supplement in the sections “Description of the Securities—Consequences of a Market Disruption\nEvent; Postponement of a Valuation Date” and “Description of the Securities—Certain Additional Terms for Securities\nLinked to an Underlying Index—Discontinuance or Material Modification of an Underlying Index,” and not in this pricing supplement.\nThe accompanying underlying supplement contains important disclosures regarding the underlying that are not repeated in this pricing supplement.\nIt is important that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together\nwith this pricing supplement in connection with your investment in the securities. Certain terms used but not defined in this pricing\nsupplement are defined in the accompanying product supplement. You may access the accompanying product supplement, underlying supplement,\nprospectus supplement and prospectus on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings\nfor the relevant dates on the SEC website):

Product Supplement No. EA-02-12 dated February 25, 2026:

https://www.sec.gov/Archives/edgar/data/200245/000095010326002658/dp241929_424b2-ea0212.htm

Underlying Supplement No. 13 dated February 25, 2026:

https://www.sec.gov/Archives/edgar/data/200245/000095010326002640/dp241935_424b2-us13.htm

Prospectus Supplement and Prospectus each dated February 25, 2026:

https://www.sec.gov/Archives/edgar/data/200245/000119312526071985/d53413d424b2.htm

References to “Citigroup Global Markets Holdings Inc.,”\n“we,” “our” and “us” refer to Citigroup Global Markets Holdings Inc. and not to any of its subsidiaries.\nReferences to “Citigroup Inc.” refer to Citigroup Inc. and not to any of its subsidiaries. In this pricing supplement, “securities”\nrefers to the Airbag In-Digital Securities Linked to the S&P 500^® Index that are offered hereby, unless the context\notherwise requires.

This pricing supplement, together with the documents listed above,\ncontains the terms of the securities and supersedes all other prior or contemporaneous oral statements as well as any other written materials\nincluding preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures\nor other educational materials of ours. The description in this pricing supplement of the particular terms of the securities supplements,\nand, to the extent inconsistent with, replaces, the descriptions of the general terms and provisions of the debt securities set forth\nin the accompanying product supplement, prospectus supplement and prospectus. You should carefully consider, among other things, the matters\nset forth in “Summary Risk Factors” in this pricing supplement and “Risk Factors Relating to the Securities” in\nthe accompanying product supplement, as the securities involve risks not associated with conventional debt securities. We urge you to\nconsult your investment, legal, tax, accounting and other advisers in connection with your decision to invest in the securities.

PS-2

\n \n \n

Investor Suitability

The suitability considerations identified below are not exhaustive.\nWhether or not the securities are a suitable investment for you will depend on your individual circumstances, and you should reach an\ninvestment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability\nof an investment in the securities in light of your particular circumstances. You should also review “Summary Risk Factors”\nbeginning on page PS-5 of this pricing supplement, “The S&P 500^® Index” beginning on page PS-12 of this\npricing supplement, “Risk Factors Relating to the Securities” beginning on page EA-6 of the accompanying product supplement\nand “Equity Index Descriptions—The S&P U.S. Indices” beginning on page\nUS-63 of the accompanying underlying supplement.

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

The securities may be suitable for you if, among other considerations:

The securities may not be suitable for you if, among other considerations:

¨ You\n fully understand the risks inherent in an investment in the securities, including the risk of loss of your entire initial investment.

\n \n

¨ You\n can tolerate a loss of some or all of your initial investment and are willing to make an investment that is subject to leveraged downside\n market exposure to any decline of the underlying in excess of the threshold percentage.

\n \n

¨ You\n believe that the final underlying level will be greater than or equal to the downside threshold and the level of the underlying will not\n increase by a greater percentage than the digital return over the term of the securities.

\n \n

¨ You\n are willing to accept that your potential positive return is limited to the digital return, regardless of potential appreciation of the\n underlying, which could be significant.

\n \n

¨ You\n are willing to invest in the securities based on the digital return indicated on the cover page hereof.

\n \n

¨ You\n can tolerate fluctuations in the value of the securities prior to maturity that may be similar to or exceed the downside fluctuations\n in the level of the underlying.

\n \n

¨ You\n do not seek current income from your investment and are willing to forgo dividends or any other distributions paid on the stocks included\n in the underlying for the term of the securities.

\n \n

¨ You\n understand and accept the risks associated with the underlying.

\n \n

¨ You\n are willing and able to hold the securities to maturity, and accept that there may be little or no secondary market for the securities\n and that any secondary market will depend in large part on the price, if any, at which CGMI is willing to purchase the securities.

\n \n

¨ You\n are willing to assume the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. for all payments under the securities,\n and understand that if Citigroup Global Markets Holdings Inc. and Citigroup Inc. default on their obligations you might not receive any\n amounts due to you, including any repayment of the stated principal amount.

¨ You\n do not fully understand the risks inherent in an investment in the securities, including the risk of loss of your entire initial investment.

\n \n

¨ You\n require an investment designed to guarantee a full return of the stated principal amount at maturity.

\n \n

¨ You\n cannot tolerate the loss of some or all of your initial investment, or you are not willing to make an investment that is subject to leveraged\n downside market exposure to any decline of the underlying in excess of the threshold percentage.

\n \n

¨ You\n believe that the level of the underlying will decline during the term of the securities and the final underlying level is likely to close\n below the downside threshold on the final valuation date, exposing you to leveraged downside market exposure to any decline of the underlying\n in excess of the threshold percentage.

\n \n

¨ You\n do not believe that the final underlying level will be greater than or equal to the downside threshold or you believe that the level of\n the underlying will increase by a greater percentage than the digital return over the term of the securities.

\n \n

¨ You\n seek an investment that participates in the full appreciation in the level of the underlying and whose positive return is not limited\n to the digital return.

\n \n

¨ You\n are unwilling to invest in the securities based on the digital return indicated on the cover page hereof.

\n \n

¨ You\n cannot tolerate fluctuations in the value of the securities prior to maturity that may be similar to or exceed the downside fluctuations\n in the level of the underlying.

\n \n

¨ You\n seek current income from this investment or prefer to receive the dividends and any other distributions paid on the stocks included in\n the underlying for the term of the securities.

\n \n

¨ You\n do not understand or accept the risks associated with the underlying.

\n \n

¨ You\n are unwilling or unable to hold the securities to maturity or you seek an investment for which there will be an active secondary market.

\n \n

¨ You\nare not willing to assume the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. for all payments under the securities,\nincluding any repayment of the stated principal amount.

PS-3

\n \n \n

Final Terms

\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

Issuer	Citigroup Global Markets Holdings Inc.
Guarantee	All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Issue price	100% of the stated principal amount per security
Stated principal amount	$10.00 per security
Term	Approximately 2 years
Trade date	October 30, 2026
Settlement date	November 4, 2026
Final valuation date¹	October 30, 2028
Maturity date	November 1, 2028
Underlying	S&P 500^® Index (Ticker: SPX)
Digital return	20.23%
Downside threshold	90.00% of the initial underlying level, as set forth on the cover hereof
Downside gearing	1 / (1 – threshold percentage), which equals approximately 1.1111
Threshold percentage	10.00%
Payment at maturity (per $10.00 stated principal amount of securities)	\n If the final underlying level is greater than or equal to the\ndownside threshold, Citigroup Global Markets Holdings Inc. will pay you at maturity a cash payment per $10.00 stated principal amount\nof securities that provides you with the stated principal amount of $10.00 plus a return equal to the digital return, calculated as follows: \n $10.00 × (1+ digital return) \n If the final underlying level is less than the downside threshold,\nCitigroup Global Markets Holdings Inc. will pay you a cash payment at maturity that is less than your stated principal amount and may\nbe zero, resulting in a loss of approximately 1.1111% of the stated principal amount for each 1% decline in the level of the underlying\nin excess of the threshold percentage from the trade date to the final valuation date. Accordingly, the payment at maturity per security\nwould be calculated as follows: \n $10.00\n+ [$10.00 × downside gearing × (underlying return + threshold percentage)] \n If the final underlying level is less than the downside threshold,\nyour principal will be exposed on a leveraged basis to the decline in the underlying in excess of the threshold percentage, and you will\nlose some or all of the stated principal amount at maturity.
Underlying return	final underlying level – initial underlying level \ninitial underlying level
Initial underlying level	The closing level of the underlying on the trade date, as set forth on the cover hereof
Final underlying level	The closing level of the underlying on the final valuation date

INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY\nLOSE SOME OR ALL OF THE STATED PRINCIPAL AMOUNT OF THE SECURITIES. ANY PAYMENT ON THE SECURITIES IS SUBJECT TO THE CREDITWORTHINESS OF\nTHE ISSUER AND THE GUARANTOR. IF CITIGROUP GLOBAL MARKETS HOLDINGS INC. AND CITIGROUP INC. WERE TO DEFAULT ON THEIR OBLIGATIONS, YOU\nMIGHT NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

\n \n \n

Investment Timeline

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

Trade date:

The closing level of the underlying (initial underlying level) is observed, the downside threshold is determined and the digital return is set.

$\"\"$

Maturity date:

The final underlying level is determined on the final valuation date\n and the underlying return is calculated.

\n \n

If the final underlying level is greater than or equal to the\ndownside threshold, Citigroup Global Markets Holdings Inc. will pay you at maturity a cash payment per $10.00 stated principal amount\nof securities that provides you with the stated principal amount of $10.00 plus a return equal to the digital return, calculated as follows:

$10.00 × (1+ digital return)

If the final underlying level is less than the downside threshold,\nCitigroup Global Markets Holdings Inc. will pay you a cash payment at maturity that is less than your stated principal amount and may\nbe zero, resulting in a loss of approximately 1.1111% of the stated principal amount for each 1% decline in the level of the underlying\nin excess of the threshold percentage from the trade date to the final valuation date. Accordingly, the payment at maturity per security\nwould be calculated as follows:

$10.00\n+ [$10.00 × downside gearing × (underlying return + threshold percentage)]

If the final underlying level is less than the downside threshold,\nyour principal will be exposed on a leveraged basis to the decline in the underlying in excess of the threshold percentage, and you will\nlose some or all of the stated principal amount at maturity.

Subject to postponement as described\n under “Description of the Securities—Consequences of a Market Disruption Event;\n Postponement of a Valuation Date” in the accompanying product supplement.

PS-4

\n \n \n

Summary Risk Factors

An investment in the securities is significantly riskier\nthan an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in our\nconventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations\nunder the securities, and are also subject to risks associated with the underlying. Accordingly, the securities are suitable only for\ninvestors who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and\nlegal advisers as to the risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.

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

You may lose some or all of your investment — The securities differ from ordinary debt securities in that we will not\nnecessarily repay the full stated principal amount of your securities at maturity. Instead, your return on the securities is linked to\nthe performance of the underlying and will depend on whether the final underlying level is greater than, equal to or less than the downside\nthreshold. If the final underlying level is less than the downside threshold, you will be exposed on a leveraged basis to the decline\nin the underlying from the trade date to the final valuation date in excess of the threshold percentage. You should understand that any\ndepreciation of the underlying beyond the threshold percentage will result in a loss of more than 1% of your principal for each 1% by\nwhich the depreciation exceeds the threshold percentage. There is no minimum payment at maturity on the securities, and you may lose up\nto all of your investment in the securities.

The securities do not pay interest — Unlike conventional debt securities, the securities do not pay interest or any other\namounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities.

The digital return is contingent, and you will have leveraged downside exposure to any decline in the underlying in excess of the\nthreshold percentage — If the final underlying level is greater than or equal to the downside threshold, the issuer will repay\nthe stated principal amount of the securities at maturity and pay a return equal to the digital return. However, if the final underlying\nlevel is below the downside threshold, you will be exposed on a leveraged basis to the decline in the underlying from the trade date to\nthe final valuation date in excess of the threshold percentage and you may lose your entire investment in the securities. Further, the\ndigital return feature applies only if you hold the securities to maturity. \nIf you are able to sell the securities prior to maturity, you may have to sell them for a loss even if the level of the underlying is\ngreater than the downside threshold at that time. See “The value of the securities prior to maturity will fluctuate based on many\nunpredictable factors” below.

The appreciation potential of the securities is limited by the digital return — Your potential positive return on the\nsecurities at maturity is limited by the digital return. If the final underlying level is greater than or equal to the downside threshold,\nwe will repay the stated principal amount of the securities at maturity and pay a return equal to the digital return, regardless of any\nappreciation of the underlying. Accordingly, the appreciation potential of the securities will be limited by the digital return, and the\nreturn on an investment in the securities may be significantly less than the return on a hypothetical direct investment in the underlying.

Investing in the securities is not equivalent to investing in the underlying or the stocks that constitute the underlying —\nYou will not have voting rights, rights to receive any dividends or other distributions or any other rights with respect to the stocks\nthat constitute the underlying. You should understand that the underlying is not a total return index, which means that it does not reflect\ndividends paid on the stocks included in the underlying. Therefore, the return on your securities will not reflect any reinvestment of\ndividends.

Your payment at maturity depends on the closing level of the underlying on a single day — Because your payment at maturity\ndepends on the closing level of the underlying solely on the final valuation date, you are subject to the risk that the closing level\nof the underlying on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the securities.\nIf you had invested in another instrument linked to the underlying that you could sell for full value at a time selected by you, or if\nthe payment at maturity were based on an average of closing levels of the underlying, you might have achieved better returns.

The probability that the closing level of the underlying will fall below the downside threshold on the final valuation date will\ndepend in part on the volatility of the underlying — “Volatility” refers to the frequency and magnitude of changes\nin the level of the underlying. In general, the greater the volatility of the underlying, the greater the probability that the closing\nlevel of the underlying will experience a large decline over the term of the securities and fall below the downside threshold on the final\nvaluation date. The underlying has historically experienced significant volatility. As a result, there is a significant risk\nthat the closing level of the underlying will fall below the downside threshold on the final valuation date and that you will incur a\nsignificant loss on your investment in the securities. The terms of the securities are set, in part, based on expectations about\nthe volatility of the underlying as of the trade date. If expectations about the volatility of the underlying change over the term\nof the securities, the value of the securities may be adversely affected, and if the actual volatility of the underlying proves to be\ngreater than initially expected, the securities may prove to be riskier than expected on the trade date.

The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. — Any payment\non the securities will be made by Citigroup Global Markets Holdings Inc. and is guaranteed by Citigroup Inc., and therefore is subject\nto the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on our obligations under the securities\nand Citigroup Inc. defaults on its guarantee obligations, you may not receive any payments that become due under the securities. As a\nresult, the value of the securities prior to maturity will be affected by changes in the market’s view of our and Citigroup Inc.’s\ncreditworthiness.

PS-5

Any decline, or anticipated decline, in\neither of our or Citigroup Inc.’s credit ratings or increase, or anticipated increase, in the credit spreads charged by the market\nfor taking either of our or Citigroup Inc.’s credit risk is likely to adversely affect the value of the securities.

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

The estimated value of the securities on the trade 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\nhedging the securities that are included in the issue price. These costs include (i) hedging and other costs incurred by us and our affiliates\nin connection with the offering of the securities and (ii) the expected profit (which may be more or less than actual profit) to CGMI\nor other of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the economic\nterms of the securities because, if they were lower, the economic terms of the securities would be more favorable to you. The economic\nterms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market\nrate, to price the securities. See “The estimated value of the securities would be lower if it were calculated based on our secondary\nmarket rate” below.

The estimated value of the securities was determined for us by our affiliate using proprietary pricing models — CGMI\nderived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it\nmay have made discretionary judgments about the inputs to its models, such as the volatility of the underlying, dividend yields on the\nstocks that constitute the underlying and interest rates. CGMI’s views on these inputs may differ from your or others’ views,\nand as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may\nprove 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 an interest rate that we will pay to investors in the securities, which do not\nbear interest.

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

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

The value of the securities prior to maturity will fluctuate based on many unpredictable factors — As described under\n“Valuation of the Securities” below, the payout on the securities could be replicated by a hypothetical package of financial\ninstruments consisting of a fixed-income bond and one or more derivative instruments. As a result, the factors that influence the values\nof fixed-income bonds and derivative instruments will also influence the terms of the securities at issuance and the value of the securities\nprior to maturity. Accordingly, the value of your securities prior to maturity will fluctuate based on the level and volatility of the\nunderlying, dividend yields on the stocks that constitute the underlying, interest rates generally, the time remaining to maturity and\nour and Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate. You should understand that the value of your\nsecurities at any time prior to maturity may be significantly less than the issue price. The stated payout from the issuer, including\nthe potential application of the downside threshold and the threshold percentage, only applies if you hold the securities to maturity.

PS-6

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\nupward adjustment will decline to zero over the temporary adjustment period. See “Valuation of the Securities” in this pricing\nsupplement.

Our offering of the securities is not a recommendation of the underlying — The\nfact that we are offering the securities does not mean that we believe that investing in an instrument linked to the underlying is likely\nto achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including\nshort positions) in the stocks included in the underlying or in instruments related to the underlying or such stocks, and may publish\nresearch or express opinions, that in each case are inconsistent with an investment linked to the underlying. These and other activities\nof our affiliates may affect the level of the underlying in a way that has a negative impact on your interests as a holder of the securities.

Our affiliates, or UBS or its affiliates, may publish research, express opinions or provide recommendations that are inconsistent\nwith investing in or holding the securities — Any such research, opinions or recommendations could affect the level of the underlying\nand the value of the securities. Our affiliates, and UBS and its affiliates, publish research from time to time on financial markets and\nother matters that may influence the value of the securities, or express opinions or provide recommendations that may be inconsistent\nwith purchasing or holding the securities. Any research, opinions or recommendations expressed by our affiliates or by UBS or its affiliates\nmay not be consistent with each other and may be modified from time to time without notice. These and other activities of our affiliates\nor UBS or its affiliates may adversely affect the level of the underlying and may have a negative impact on your interests as a holder\nof the securities. Investors should make their own independent investigation of the merits of investing in the securities and the underlying\nto which the securities are linked.

Trading and other transactions by our affiliates, or by UBS or its affiliates, in the equity and equity derivative markets may\nimpair the value of the securities — We have hedged our exposure under the securities through CGMI or other of our affiliates,\nwho have entered into equity and/or equity derivative transactions, such as over-the-counter options or exchange-traded instruments, relating\nto the underlying or the stocks included in the underlying and may adjust such positions during the term of the securities. It is possible\nthat our affiliates could receive substantial returns from these hedging activities while the value of the securities declines. Our affiliates\nand UBS and its affiliates may also engage in trading in instruments linked to the underlying on a regular basis as part of their respective\ngeneral broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions\nfor customers, including block transactions. Such trading and hedging activities may affect the level of the underlying and reduce the\nreturn on your investment in the securities. Our affiliates or UBS or its affiliates may also issue or underwrite other securities or\nfinancial or derivative instruments with returns linked or related to the underlying. By introducing competing products into the marketplace\nin this manner, our affiliates or UBS or its affiliates could adversely affect the value of the securities. Any of the foregoing activities\ndescribed in this paragraph may reflect trading strategies that differ from, or are in direct opposition to, investors’ trading\nand investment strategies relating to the securities.

Our affiliates, or UBS or its affiliates, may have economic interests that are adverse to yours as a result of their respective\nbusiness activities — Our affiliates or UBS or its affiliates may currently or from time to time engage in business with the\nissuers of the stocks that constitute the underlying, including extending loans to, making equity investments in or providing advisory\nservices to such issuers. In the course of this business, our affiliates or UBS or its affiliates may acquire non-public information about\nthose issuers, which they will not disclose to you. Moreover, if any of our affiliates or UBS or any of its affiliates is or becomes a\ncreditor of any such issuer, they may exercise any remedies against that issuer that are available to them without regard to your interests.

The calculation agent, which is an affiliate of ours, will make important determinations\nwith respect to the securities — If certain events occur, such as market disruption events or the discontinuance of the underlying,\nCGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect what you receive at\nmaturity. Such judgments could include, among other things, any level required to be determined under the securities. In addition, if\ncertain events occur, CGMI will be required to make certain discretionary judgments that could significantly affect your payment at maturity.\nSuch judgments could include, among other things:

determining whether a market disruption event has occurred;

if a market disruption event occurs on the final valuation date, determining whether to postpone\nthe final valuation date;

determining the level of the underlying if the level of the underlying is not otherwise available\nor a market disruption event has occurred; and

selecting a successor underlying or performing an alternative calculation of the level of the\nunderlying if the underlying is discontinued or materially modified (see “Description of the Securities—Certain Additional\nTerms for Securities Linked to an Underlying Index—Discontinuance or Material Modification of an Underlying Index” in the\naccompanying product supplement).

In\nmaking these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder\nof the securities.

Adjustments to the underlying may affect the value of your securities — S&P Dow Jones Indices LLC (the “underlying\npublisher”) may add, delete or substitute the stocks that constitute the underlying or make other methodological changes that could\naffect the level of the underlying. The underlying publisher may discontinue or suspend calculation or publication of the underlying at\nany time without regard to your interests as holders of the securities.

PS-7

The U.S. federal tax consequences of an investment in the securities are unclear — There is no direct legal authority\nregarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service\n(the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court\nmight not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in asserting an alternative\ntreatment of the securities, the tax consequences of the ownership and disposition of the securities might be materially and adversely\naffected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of\nthe securities, possibly retroactively.

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

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 your\ntax 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.

PS-8

\n \n \n

Hypothetical Examples

Hypothetical terms only. Actual terms may vary.\nSee the cover page for actual offering terms.

The diagram below illustrates your hypothetical payment at maturity\nfor a range of hypothetical percentage changes from the initial underlying level to the final underlying level. The diagram below is based\non a hypothetical digital return of 18.23% (the actual digital return is listed on the cover page of this pricing supplement).

Investors in the securities will not receive any dividends on the stocks\nthat constitute the underlying. The diagram and examples below do not show any effect of lost dividend yield over the term of the securities.\nSee “Summary Risk Factors— Investing in the securities is not equivalent to investing in the underlying or the stocks that\nconstitute the underlying” above.

$\"\"$

PS-9

The following table and hypothetical examples below\nillustrate the payment at maturity per $10.00 stated principal amount of securities for a hypothetical range of performances for the underlying\nfrom -100.00% to +100.00%, assume an initial underlying level of 100.00, a downside threshold of 90.00 (90.00% of the hypothetical initial\nunderlying level) and a digital return of 18.23% and reflect the downside gearing of approximately 1.1111. The hypothetical initial underlying\nlevel and downside threshold have been chosen for illustrative purposes only and do not represent the actual initial underlying level\nor downside threshold. The actual initial underlying level, downside threshold and digital return are set forth on the cover of this pricing\nsupplement. The hypothetical payment at maturity examples set forth below are for illustrative purposes only and may not be the actual\nreturns applicable to a purchaser of the securities. The actual payment at maturity will be determined based on the actual terms of the\nsecurities, including the initial underlying level, downside threshold, digital return and final underlying level. You should consider\ncarefully whether the securities are suitable to your investment goals. The numbers appearing in the table and in the examples below have\nbeen rounded for ease of analysis.

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

Final Underlying Level	Underlying Return	Payment at Maturity	Total Return on Securities at Maturity⁽¹⁾
200.00	100.00%	$11.823	18.23%
190.00	90.00%	$11.823	18.23%
180.00	80.00%	$11.823	18.23%
170.00	70.00%	$11.823	18.23%
160.00	60.00%	$11.823	18.23%
150.00	50.00%	$11.823	18.23%
140.00	40.00%	$11.823	18.23%
130.00	30.00%	$11.823	18.23%
120.00	20.00%	$11.823	18.23%
118.23	18.23%	$11.823	18.23%
110.00	10.00%	$11.823	18.23%
105.00	5.00%	$11.823	18.23%
100.00	0.00%	$11.823	18.23%
95.00	-5.00%	$11.823	18.23%
90.00	-10.00%	$11.823	18.23%
89.99	-10.01%	$9.999	-0.01%
80.00	-20.00%	$8.889	-11.11%
70.00	-30.00%	$7.778	-22.22%
60.00	-40.00%	$6.667	-33.33%
50.00	-50.00%	$5.556	-44.44%
40.00	-60.00%	$4.444	-55.56%
30.00	-70.00%	$3.333	-66.67%
20.00	-80.00%	$2.222	-77.78%
10.00	-90.00%	$1.111	-88.89%
0.00	-100.00%	$0.000	-100.00%

⁽¹⁾ The “Total Return on Securities at Maturity”\nis calculated as (a) the payment at maturity per security minus the $10.00 issue price per security divided by (b) the $10.00\nissue price per security.

Example 1 — The level of the underlying increases 60.00% from\nthe initial underlying level of 100.00 to a final underlying level of 160.00 (resulting in an underlying return of 60.00%). Because\nthe final underlying level is greater than or equal to the downside threshold, Citigroup Global Markets Holdings Inc. would pay you a\npayment at maturity of $11.823 per $10.00 stated principal amount of securities (a total return at maturity of 18.23%*), calculated as\nfollows:

$10.00 × (1 + digital return)

$10.00 × (1 + 18.23%) = $11.823

As this example illustrates, if the underlying appreciates, you will\nreceive the digital return at maturity, regardless of the extent of that appreciation. In this example, the underlying return is significantly\ngreater than the digital return, and as a result an investment in the securities would significantly underperform a direct investment\nin the underlying.

PS-10

Example 2 — The level of the underlying decreases 5.00% from\nthe initial underlying level of 100.00 to a final underlying level of 95.00 (resulting in an underlying return of -5.00%). Because\nthe final underlying level is greater than or equal to the downside threshold, Citigroup Global Markets Holdings Inc. would pay you a\npayment at maturity of $11.823 per $10.00 stated principal amount of securities (a total return at maturity of 18.23%*), calculated as\nfollows:

$10.00 × (1 + digital return)

$10.00 × (1 + 18.23%) = $11.823

As this example illustrates, you will receive the digital return at\nmaturity even if the underlying depreciates, so long as the final underlying level is greater than or equal to the downside threshold.

Example 3 — The level of the underlying decreases 70.00% from\nthe initial underlying level of 100.00 to a final underlying level of 30.00 (resulting in an underlying return of -70.00%). Because\nthe final underlying level is less than the downside threshold, Citigroup Global Markets Holdings Inc. would pay you less than the full\nstated principal amount at maturity, resulting in a loss of approximately 1.1111% of the stated principal amount for each 1% decline in\nthe level of the underlying in excess of the threshold percentage. In this example, you would receive a payment at maturity of $3.333\nper $10.00 stated principal amount of securities (a total return at maturity of -66.67%*), calculated as follows:

$10.00 + [$10.00 × downside gearing ×\n(underlying return + threshold percentage)]

$10.00 + [$10.00 × 1.1111 ×\n(–70.00% + 10.00%)]

$10.00 + [$10.00 × 1.1111 ×\n–60.00%] = $3.333

If the final underlying level is less than the downside threshold,\nyou will lose some, and possibly all, of the stated principal amount of your securities. Any payment on the securities, including any\nrepayment of the stated principal amount at maturity, is subject to the creditworthiness of the issuer and the guarantor, and if the issuer\nand the guarantor were to default on their obligations, you could lose your entire investment.

* The “total return at maturity” is calculated as (a) the\npayment at maturity per security minus the $10.00 issue price per security divided by (b) the $10.00 issue price per security.

PS-11

\n \n \n

The S&P 500^® Index

The S&P 500^® Index\nconsists of the common stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S.\nequity markets. It is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500^® Index\nis reported by Bloomberg L.P. under the ticker symbol “SPX.”

“Standard & Poor’s,”\n“S&P” and “S&P 500^®” are trademarks of Standard & Poor’s Financial Services LLC\nand have been licensed for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—The\nS&P U.S. Indices—License Agreement” in the accompanying underlying supplement.

Please refer to the section\n“Equity Index Descriptions—The S&P U.S. Indices” in the accompanying underlying supplement for important disclosures\nregarding the S&P 500^® Index.

The graph below illustrates the performance of the S&P 500^®\nIndex from January 4, 2016 to October 30, 2026. The closing level of the S&P 500^® Index on October 30, 2026 was 7,580.07.\nWe obtained the closing levels of the S&P 500^® Index from Bloomberg, and we have not participated in the preparation\nof or verified such information. The historical closing levels of the S&P 500^® Index should not be taken as an indication\nof future performance and no assurance can be given as to the final underlying level or any future closing level of the S&P 500^®\nIndex. We cannot give you assurance that the performance of the S&P 500^® Index will result in a positive return on\nyour initial investment and you could lose a significant portion or all of the stated principal amount at maturity.

$\"\"$

PS-12

\n \n \n

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.

In the opinion of our counsel, Davis Polk & Wardwell LLP, which\nis based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal income tax purposes.\nBy purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to this treatment.\nThere is uncertainty regarding this treatment, and the IRS or a court might not agree with it.

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:

You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or exchange.

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. Such gain or loss should be long-term capital gain or loss if you held\nthe security for more than one year.

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

Non-U.S. Holders. Subject to the discussions below and in “United\nStates Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying\nproduct supplement) of the securities, you generally should not be subject to U.S. federal withholding or income tax in respect of any\namount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively connected\nwith your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.

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

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

If withholding tax applies to the securities, we will not be required\nto pay any additional amounts with respect to amounts 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 section,\nconstitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing\nof 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.

PS-13

\n \n \n

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the\nlead agent for the sale of the securities, will not receive an underwriting discount for any security sold in this offering. UBS, as agent\nfor sales of the securities, has agreed to purchase from CGMI, and CGMI has agreed to sell to UBS, all of the securities sold in this\noffering for $10.00 per security. UBS proposes to offer the securities to the public at a price of $10.00 per security. UBS will not receive\nany underwriting discount for any security it sells in this offering. If all of the securities are not sold at the initial offering price,\nCGMI may change the public offering price and other selling terms.

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.

\n \n \n

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\nunderlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of\nthe bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component\nbased on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative\ncomponent based on various inputs, including the factors described under “Summary Risk Factors—The value of the securities\nprior to maturity will fluctuate based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup\nInc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary\njudgment.

During a temporary adjustment period immediately following issuance\nof the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be\nindicated for the securities on any 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 over the temporary adjustment period. \nCGMI currently expects that the temporary adjustment period will be approximately three months, but the actual length of the temporary\nadjustment period may be shortened due to various factors, such as the volume of secondary market purchases of the securities and other\nfactors that cannot be predicted. 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.”

\n \n \n

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 Global Markets Holdings Inc. and Citigroup Inc. of the\nsecurities and the related guarantee do not contravene, or constitute a default under, any judgment, injunction, order or decree or any\nagreement or other instrument binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc.

^© 2026 Citigroup Global Markets Inc. All rights reserved.\nCiti and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout\nthe world.

PS-14

","zhKind","complete","C","公司与财报","金融","利率","aihot","/items/nfjpqhcqsmosn7466sfsf0xth","https://www.sec.gov/Archives/edgar/data/831001/000095010326016644/0000950103-26-016644-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","kind","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1794787200&sig=270e7b5318cf7a7e","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1794787200&sig=36f9a73be64b856b 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1794787200&sig=c36ad63403ebd4b9 96w","changelogVersion","2026-10-01T08:00"]