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Citigroup Global Markets Holdings Inc.

October 14, 2026

Medium-Term Senior Notes,\nSeries N

Pricing Supplement No. 2026-USNCH34544

Filed Pursuant to Rule 424(b)(2)

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

Enhanced Barrier Digital Securities Linked to the Worst\nPerforming of the iShares^® Russell 2000 ETF, the State Street^® SPDR^® Dow Jones^®\nIndustrial Average^® ETF Trust and the State Street^® SPDR^® S&P 500^® ETF\nTrust Due January 20, 2028

▪

The securities offered by this pricing supplement are unsecured debt securities issued by Citigroup Global Markets Holdings Inc. and\nguaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest and do not repay a fixed amount of\nprincipal at maturity. Instead, the securities offer a payment at maturity with a value that may be greater than or less than the stated\nprincipal amount, depending on the performance of the worst performing of the underlyings specified below from its initial underlying\nvalue to its final underlying value.

▪

The securities offer modified exposure to the performance of the worst performing underlying, with a digital (fixed) return at maturity\nso long as the final underlying value of the worst performing underlying is greater than or equal to its final barrier value. In exchange\nfor these features, investors in the securities must be willing to forgo any appreciation of the worst performing underlying in excess\nof the digital return and must be willing to forgo any dividends with respect to any underlying. In addition, investors in the securities\nmust be willing to accept full downside exposure to depreciation of the worst performing underlying if the final underlying value of the\nworst performing underlying is below its final barrier value. If the final underlying value of the worst performing underlying is less\nthan its final barrier value, you will not be repaid the stated principal amount of your securities at maturity and, instead, will receive\nunderlying shares of the worst performing underlying (or, in our sole discretion, cash based on the value thereof) that will be worth\nsignificantly less than your initial investment and possibly worth nothing. You may lose your entire investment in the securities.

▪

You will be subject to risks associated with each of the underlyings and will be negatively affected by adverse movements in any one\nof the underlyings.

▪

In order to obtain the modified exposure to the worst performing underlying that the securities provide, investors must be willing\nto accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities\nif we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Global\nMarkets Holdings Inc. and Citigroup Inc.

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

KEY TERMS
Issuer:	Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee:	All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.

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

Underlyings:	Underlying	Initial underlying value^*	Final barrier value^**	Equity ratio^***
	iShares^® Russell 2000 ETF	$271.37\t	$184.532	3.68501
	State Street^® SPDR^® Dow Jones^® Industrial Average^® ETF Trust	$515.63\t	$350.628	1.93938
	State Street^® SPDR^® S&P 500^® ETF Trust	$769.60\t	$523.328	1.29938

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

	\n ^For each underlying, its closing value on the pricing date \n \n ^For each underlying, 68.00% of its initial underlying value \n \n ^**For each underlying, the stated principal amount\ndivided by its initial underlying value
Stated principal amount:	$1,000 per security
Pricing date:	October 14, 2026
Issue date:	October 19, 2026
Valuation date:	January 14, 2028, subject to postponement if such date is not a scheduled trading day or certain market disruption events occur
Maturity date:	January 20, 2028
Payment at maturity:	\n You will receive at maturity for each security you then hold: \n \n § If\n the final underlying value of the worst performing underlying is greater than or equal to its final barrier value: \n \n $1,000 + the digital return amount \n \n § If\n the final underlying value of the worst performing underlying is less than its final barrier value: \n \n a fixed number of underlying shares of the worst performing\n underlying equal to its equity ratio (or, if we elect, the cash value of those shares based on its final underlying value) \n \n If the final underlying value of the worst performing underlying\nis less than its final barrier value, you will receive underlying shares of the worst performing underlying (or, in our sole discretion,\ncash) that will be worth significantly less than the stated principal amount of your securities, and possibly nothing, at maturity. You\nshould not invest in the securities unless you are willing and able to bear the risk of losing a significant portion, or all, of your\ninvestment.
Final underlying value:	For each underlying, its closing value on the valuation date
Worst performing underlying:	The underlying with the lowest underlying return
Digital return amount:	$88.50 per security (representing a digital return equal to 8.85% of the stated principal amount). You will receive the digital return amount only if the final underlying value of the worst performing underlying is greater than or equal to its final barrier value.
Underlying return:	For each underlying, (i) its final underlying value minus its initial underlying value, divided by (ii) its initial underlying value
Listing:	The securities will not be listed on any securities exchange
CUSIP / ISIN:	17334DNX6 / US17334DNX65
Underwriter:	Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
Underwriting fee and issue price:	Issue price⁽¹⁾	Underwriting fee⁽²⁾	Proceeds to issuer⁽³⁾
Per security:	$1,000.00	$20.00	$980.00
Total:	$630,000.00	$12,600.00	$617,400.00

(1) On the date of this pricing supplement,\nthe estimated value of the securities is $973.30 per security, which is less than the issue price. The estimated value of the securities\nis based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or\nother of our affiliates, nor is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities\nfrom you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.

(2) CGMI will receive an underwriting\nfee of up to $20.00 for each security sold in this offering. The total underwriting fee and proceeds to issuer in the table above give\neffect to the actual total underwriting fee. For more information on the distribution of the securities, see “Supplemental Plan\nof Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging\nactivity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the\naccompanying prospectus. In addition, CGMI will pay to one or more electronic platform providers a fee of up to $1.00 for each security\nsold in this offering where related selected dealers and/or custodians implement or utilize such providers.

(3) The per security proceeds to issuer\nindicated above represent the minimum per security proceeds to issuer for any security, assuming the maximum per security underwriting\nfee. As noted above, the underwriting fee is variable.

Investing in the securities involves risks not associated with an\ninvestment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-6.

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

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

Product Supplement No. EA-02-12 dated February 25, 2026 Underlying Supplement No. 13 dated February 25, 2026
\nProspectus Supplement and Prospectus each dated February 25, 2026

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

\n \n \n \n \n

Citigroup Global Markets Holdings Inc.

Additional Information

General. The terms of the securities are set forth in the accompanying\nproduct supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement,\nprospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, the\naccompanying product supplement contains important information about how the closing value of each underlying will be determined and about\nadjustments that may be made to the terms of the securities upon the occurrence of market disruption events and other specified events\nwith respect to each underlying. The accompanying underlying supplement contains information about the iShares^® Russell\n2000 ETF and the State Street^® SPDR^® S&P 500^® ETF Trust that is not repeated\nin this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement\nand prospectus together with this pricing supplement in connection with your investment in the securities. Certain terms used but not\ndefined in this pricing supplement are defined in the accompanying product supplement.

Closing Value. The “closing value” of each underlying\non any date is the closing price of its underlying shares on such date, as provided in the accompanying product supplement. The “underlying\nshares” of the underlyings are their respective shares that are traded on a U.S. national securities exchange. Please see the accompanying\nproduct supplement for more information.

Underlying Prospectuses. In addition to this pricing supplement\nand the accompanying product supplement, prospectus supplement and prospectus, you should read the prospectus and any supplement to the\nprospectus for each underlying on file at the SEC website, which can be accessed via the hyperlinks below. The contents of these prospectuses\nand any supplement to the prospectuses and any documents incorporated by reference therein are not incorporated by reference herein or\nin any way made a part hereof.

Prospectus for iShares^® Russell 2000 ETF dated July 31,\n2026:

https://www.sec.gov/Archives/edgar/data/1100663/000119312526318131/d132601d485bpos.htm

Prospectus for State Street^® SPDR^® Dow\nJones^® Industrial Average^® ETF Trust dated February 24, 2026:

https://www.sec.gov/Archives/edgar/data/1041130/000119312526067870/d35140d497.htm

Prospectus for State Street^® SPDR^® S&P\n500^® ETF Trust dated January 26, 2026:

http://www.sec.gov/Archives/edgar/data/884394/000119312526022775/d77353d497.htm

PS-2

Citigroup Global Markets Holdings Inc.

Payout Diagram

The diagram below illustrates the value of what you would receive at\nmaturity for a range of hypothetical underlying returns of the worst performing underlying. For purposes of the diagram, the value of\nany underlying shares of the worst performing underlying you receive at maturity is based on the final underlying value of the worst performing\nunderlying, which is the closing value of the worst performing underlying on the valuation date. On the maturity date, the value of any\nunderlying shares you receive may differ from their value on the valuation date.

Investors in the securities will not receive any dividends with respect\nto the underlyings. The diagram and examples below do not show any effect of lost dividend yield over the term of the securities.\nSee “Summary Risk Factors—You will not receive dividends or have any other rights with respect to the underlyings unless and\nuntil you receive underlying shares of the worst performing underlying at maturity” below.

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

Payout Diagram
$\"\"$
n The Securities	n The Worst Performing Underlying

PS-3

Citigroup Global Markets Holdings Inc.

Hypothetical Examples

The examples below illustrate how to determine the payment at maturity\non the securities, assuming the various hypothetical final underlying values indicated below. The examples are solely for illustrative\npurposes, do not show all possible outcomes and are not a prediction of what the actual payment at maturity on the securities will be.\nThe actual payment at maturity will depend on the actual final underlying value of the worst performing underlying.

The examples below are based on the following hypothetical values and\ndo not reflect the actual initial underlying values, final barrier values or equity ratios of the underlyings. For the actual initial\nunderlying value, final barrier value and equity ratio of each underlying, see the cover page of this pricing supplement. We have used\nthese hypothetical values, rather than the actual values, to simplify the calculations and aid understanding of how the securities work.\nHowever, you should understand that what you actually receive at maturity will be determined based on the actual initial underlying value,\nfinal barrier value and equity ratio of each underlying, and not the hypothetical values indicated below. For ease of analysis, figures\nbelow have been rounded.

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

Underlying	Hypothetical initial underlying value	Hypothetical final barrier value	Hypothetical equity ratio
iShares^® Russell 2000 ETF	$100.00	$68.00 (68.00% of its hypothetical initial underlying value)	10.00000
State Street^® SPDR^® Dow Jones^® Industrial Average^® ETF Trust	$100.00	$68.00 (68.00% of its hypothetical initial underlying value)	10.00000
State Street^® SPDR^® S&P 500^® ETF Trust	$100.00	$68.00 (68.00% of its hypothetical initial underlying value)	10.00000

Example 1—Upside Scenario A. The final underlying value\nof the worst performing underlying is $105.00, resulting in a 5.00% underlying return for the worst performing underlying. In this example,\nthe final underlying value of the worst performing underlying is greater than its final barrier value.

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

Underlying	Hypothetical final underlying value	Hypothetical underlying return
iShares^® Russell 2000 ETF*	$105.00	5.00%
State Street^® SPDR^® Dow Jones^® Industrial Average^® ETF Trust	$140.00	40.00%
State Street^® SPDR^® S&P 500^® ETF Trust	$130.00	30.00%

* Worst performing underlying

Payment at maturity per security = $1,000 + the digital return amount

= $1,000 + $88.50

= $1,088.50

In this scenario, because the final underlying value of the worst performing\nunderlying is greater than its final barrier value, your total return at maturity would equal the digital return amount.

Example 2—Upside Scenario B. The final underlying value\nof the worst performing underlying is $160.00, resulting in a 60.00% underlying return for the worst performing underlying. In this example,\nthe final underlying value of the worst performing underlying is greater than its final barrier value.

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

Underlying	Hypothetical final underlying value	Hypothetical underlying return
iShares^® Russell 2000 ETF	$200.00	100.00%
State Street^® SPDR^® Dow Jones^® Industrial Average^® ETF Trust*	$160.00	60.00%
State Street^® SPDR^® S&P 500^® ETF Trust	$180.00	80.00%

* Worst performing underlying

Payment at maturity per security = $1,000 + the digital return amount

= $1,000 + $88.50

= $1,088.50

In this scenario, because the final underlying value of the worst performing\nunderlying is greater than its final barrier value, your total return at maturity would equal the digital return amount. In this scenario,\nthe digital return amount is less than the underlying return of the worst performing underlying, and as a result an investment in the\nsecurities would underperform a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the worst performing\nunderlying.

Example 3—Upside Scenario C. The final underlying value\nof the worst performing underlying is $90.00, resulting in a -10.00% underlying return for the worst performing underlying. In this example,\nthe final underlying value of the worst performing underlying is greater than its final barrier value.

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

Underlying	Hypothetical final underlying value	Hypothetical underlying return
iShares^® Russell 2000 ETF	$140.00	40.00%
State Street^® SPDR^® Dow Jones^® Industrial Average^® ETF Trust	$105.00	5.00%

PS-4

Citigroup Global Markets Holdings Inc.

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


State Street^® SPDR^® S&P 500^® ETF Trust*	$90.00	-10.00%

* Worst performing underlying

Payment at maturity per security = $1,000 + the digital return amount

= $1,000 + $88.50

= $1,088.50

In this scenario, the worst performing underlying has depreciated from\nits initial underlying value to its final underlying value, but not below its final barrier value. Because the final underlying value\nof the worst performing underlying is greater than its final barrier value, your total return at maturity would equal the digital return\namount.

Example 4—Downside Scenario. The final underlying value\nof the worst performing underlying is $60.00, resulting in a -40.00% underlying return for the worst performing underlying. In this example,\nthe final underlying value of the worst performing underlying is less than its final barrier value.

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

Underlying	Hypothetical final underlying value	Hypothetical underlying return
iShares^® Russell 2000 ETF	$120.00	20.00%
State Street^® SPDR^® Dow Jones^® Industrial Average^® ETF Trust*	$60.00	-40.00%
State Street^® SPDR^® S&P 500^® ETF Trust	$80.00	-20.00%

* Worst performing underlying

What you would receive at maturity per security = A number of underlying\nshares of the worst performing underlying equal to its equity ratio (or, in our sole discretion, cash in an amount equal to its equity\nratio × its final underlying value)

= 10 underlying shares of the worst performing underlying, with an aggregate\ncash value (based on its final underlying value) of $600.00

In this scenario, the final underlying value of the worst performing\nunderlying has depreciated from its initial underlying value to its final underlying value and the final underlying value is less than\nits final barrier value. As a result, you would not be repaid the stated principal amount of your securities at maturity but, instead,\nwould receive a number of underlying shares of the worst performing underlying (or, in our sole discretion, cash based on the value thereof)\nworth significantly less than your initial investment.

If the final underlying value of the worst performing underlying is\nless than its final barrier value, we will have the option to deliver to you on the maturity date either a number of underlying shares\nof the worst performing underlying equal to its equity ratio or the cash value of those underlying shares based on their final underlying\nvalue. The value of those underlying shares on the maturity date may be different than their final underlying value.

It is possible that the final underlying value of the worst performing\nunderlying will be less than its final barrier value, such that the value of what you will receive at maturity will be significantly less\nthan the stated principal amount of your securities, and possibly nothing, at maturity.

PS-5

Citigroup Global Markets Holdings Inc.

Summary Risk Factors

An investment in the securities is significantly riskier than an investment\nin conventional debt securities. The securities are subject to all of the risks associated with an investment in our conventional debt\nsecurities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the securities,\nand are also subject to risks associated with each underlying. Accordingly, the securities are suitable only for investors who are capable\nof understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors as to the\nrisks 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 for investors\nin the securities. You should read this summary together with the more detailed description of risks relating to an investment in the\nsecurities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-6 in the accompanying product\nsupplement. You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated\nby reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent\nQuarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do not repay\na fixed amount of principal at maturity. Instead, the value of what you receive at maturity will depend on the performance of the worst\nperforming underlying. If the final underlying value of the worst performing underlying is less than its final barrier value, you will\nnot be repaid the stated principal amount of your securities at maturity but, instead, will receive underlying shares of the worst performing\nunderlying (or, in our sole discretion, cash based on its final underlying value) that will be worth significantly less than your initial\ninvestment in the securities and may be worth nothing. There is no minimum payment at maturity on the securities, and you may lose up\nto all of your investment.

We may elect, in our sole discretion, to\npay you cash at maturity in lieu of delivering any underlying shares of the worst performing underlying. If we elect to pay you cash at\nmaturity in lieu of delivering any underlying shares of the worst performing underlying, the amount of that cash may be less than the\nmarket value of the underlying shares on the maturity date because the market value will likely fluctuate between the valuation date and\nthe maturity date. Conversely, if we do not exercise our cash election right and instead deliver underlying shares of the worst performing\nunderlying to you on the maturity date, the market value of such underlying shares may be less than the cash amount you would have received\nif we had exercised our cash election right. We will have no obligation to take your interests into account when deciding whether to exercise\nour cash election right.

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

Your potential return on the securities is limited. Your potential return on the securities at maturity is limited to the digital\nreturn. Your return on the securities will not exceed the digital return, even if the worst performing underlying appreciates by significantly\nmore than the digital return. If the worst performing underlying appreciates by more than the digital return, the securities will underperform\nan alternative investment providing 1-to-1 exposure to the performance of the worst performing underlying. When lost dividends are taken\ninto account, the securities may underperform an alternative investment providing 1-to-1 exposure to the performance of the worst performing\nunderlying even if the worst performing underlying appreciates by less than the digital return.

The securities are subject to heightened risk because they have multiple underlyings. The securities are more risky than similar\ninvestments that may be available with only one underlying. With multiple underlyings, there is a greater chance that any one underlying\nwill perform poorly, adversely affecting your return on the securities.

The securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying performs\npoorly. You are subject to risks associated with each of the underlyings. If any one underlying performs poorly, you will be negatively\naffected. The securities are not linked to a basket composed of the underlyings, where the blended performance of the underlyings would\nbe better than the performance of the worst performing underlying alone. Instead, you are subject to the full risks of whichever of the\nunderlyings is the worst performing underlying.

You will not benefit in any way from the performance of any better performing underlying. The return on the securities depends\nsolely on the performance of the worst performing underlying, and you will not benefit in any way from the performance of any better performing\nunderlying.

You will be subject to risks relating to the relationship between the underlyings. It is preferable from your perspective for\nthe underlyings to be correlated with each other, in the sense that their closing values tend to increase or decrease at similar times\nand by similar magnitudes. By investing in the securities, you assume the risk that the underlyings will not exhibit this relationship.\nThe less correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities.\nAll that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly. It is impossible to predict\nwhat the relationship between the underlyings will be over the term of the securities. The underlyings differ in significant ways and,\ntherefore, may not be correlated with each other.

You will not receive dividends or have any other rights with respect to the underlyings unless and until you receive underlying\nshares of the worst performing underlying at maturity. You will not receive any dividends with respect to the underlyings unless and\nuntil you receive underlying shares of the worst performing underlying at maturity. This lost dividend yield may be significant over the\nterm of the securities. The payment scenarios described in this pricing supplement do not show any effect of such lost dividend yield\nover the term of the securities. In addition, you will not have voting rights or any other rights with respect to the underlyings or the\nstocks included in the underlyings. If any change to the underlying shares of the worst performing underlying is proposed, such as an\namendment to the underlying’s organizational documents, you will not have the right to vote on such change, but you will be subject\nto such change in the

PS-6

Citigroup Global Markets Holdings Inc.

event you receive underlying shares of the\nworst performing underlying at maturity. Any such change may adversely affect the market value of the underlying shares of the worst performing\nunderlying.

What you receive at maturity depends on the closing value of the worst performing underlying on a single day. Because what\nyou receive at maturity depends on the closing value of the worst performing underlying solely on the valuation date, you are subject\nto the risk that the closing value of the worst performing underlying on that day may be lower, and possibly significantly lower, than\non one or more other dates during the term of the securities. If you had invested directly in the underlyings or in another instrument\nlinked to the worst performing underlying that you could sell for full value at a time selected by you, or if the payment at maturity\nwere based on an average of closing values of the worst performing underlying, you might have achieved better returns.

The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on\nour obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you\nunder the securities.

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

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

The estimated value of the securities was determined for us by our affiliate using proprietary pricing models. CGMI derived\nthe estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have\nmade discretionary judgments about the inputs to its models, such as the volatility of, and correlation between, the closing values of\nthe underlyings, dividend yields on the underlyings and interest rates. CGMI’s views on these inputs may differ from your or others’\nviews, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models\nmay prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities\nset forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities\nfor other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities.\nInstead, you should be willing to hold the securities to maturity irrespective of the initial estimated value.

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

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

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

The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities\nprior to maturity will fluctuate based on the closing values of the underlyings, the volatility of, and correlation between, the closing\nvalues of the

PS-7

Citigroup Global Markets Holdings Inc.

underlyings, dividend yields on the underlyings,\ninterest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness, as reflected in our secondary\nmarket rate, among other factors described under “Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The\nvalue of your securities prior to maturity will fluctuate based on many unpredictable factors” in the accompanying product supplement.\nChanges in the closing values of the underlyings may not result in a comparable change in the value of your securities. You should understand\nthat the value of your securities at any time prior to maturity may be significantly less than the issue price.

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

The iShares^® Russell 2000 ETF is subject to risks associated with small capitalization stocks. The stocks\nthat constitute the index underlying the iShares^® Russell 2000 ETF are issued by companies with relatively small market\ncapitalization. The stock prices of smaller companies may be more volatile than stock prices of large capitalization companies. These\ncompanies tend to be less well-established than large market capitalization companies. Small capitalization companies may be less able\nto withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies are\nless likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price\npressure under adverse market conditions.

Our offering of the securities is not a recommendation of any underlying. The fact that we are offering the securities does\nnot mean that we believe that investing in an instrument linked to the underlyings is likely to achieve favorable returns. In fact, as\nwe are part of a global financial institution, our affiliates may have positions (including short positions) in the underlyings or in\ninstruments related to the underlyings, and may publish research or express opinions, that in each case are inconsistent with an investment\nlinked to the underlyings. These and other activities of our affiliates may affect the closing values of the underlyings in a way that\nnegatively affects the value of and your return on the securities.

The closing value of an underlying may be adversely affected by our or our affiliates’ hedging and other trading activities.\nWe have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions in the underlyings\nor in financial instruments related to the underlyings and may adjust such positions during the term of the securities. Our affiliates\nalso take positions in the underlyings or in financial instruments related to the underlyings on a regular basis (taking long or short\npositions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers.\nThese activities could affect the closing values of the underlyings in a way that negatively affects the value of and your return on the\nsecurities. They could also result in substantial returns for us or our affiliates while the value of the securities declines.

We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.\nOur affiliates engage in business activities with a wide range of companies. These activities include extending loans, making and facilitating\ninvestments, underwriting securities offerings and providing advisory services. These activities could involve or affect the underlyings\nin a way that negatively affects the value of and your return on the securities. They could also result in substantial returns for us\nor our affiliates while the value of the securities declines. In addition, in the course of this business, we or our affiliates may acquire\nnon-public information, which will not be disclosed to you.

The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If\ncertain events occur during the term of the securities, such as market disruption events and other events with respect to an underlying,\nCGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your return on the securities.\nIn making these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder\nof the securities. See “Risk Factors Relating to the Securities—Risk Factors Relating to All Securities—The calculation\nagent, which is an affiliate of ours, will make important determinations with respect to the securities” in the accompanying product\nsupplement.

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

The securities will not be adjusted for all events that may have a dilutive effect on or otherwise adversely affect the closing\nvalue of an underlying. For example, we will not make any adjustment for ordinary dividends or extraordinary dividends that do not\nmeet the criteria described above, partial tender offers or additional underlying share issuances. Moreover, the adjustments we do make\nmay not fully offset the dilutive or adverse effect of the particular event. Investors in the securities may be adversely affected by\nsuch an event in a circumstance in which a direct holder of the underlying shares of an underlying would not.

The securities may become linked to an underlying other than an original underlying upon the occurrence of a reorganization event\nor upon the delisting of the underlying shares of that original underlying. For example, if an underlying enters into a merger agreement\nthat provides for holders of its underlying shares to receive shares of another entity and such shares are marketable securities, the\nclosing value of that underlying following consummation of the merger will be based on the value of such other shares. Additionally, if\nthe underlying shares of an underlying are delisted, the calculation agent may select a successor underlying. See

PS-8

Citigroup Global Markets Holdings Inc.

“Description of the Securities—Certain\nAdditional Terms for Securities Linked to an Underlying Company or an Underlying ETF” in the accompanying product supplement.

The value and performance of the underlying shares of an underlying may not completely track the performance of the underlying\nindex that the underlying seeks to track or the net asset value per share of the underlying. Each underlying does not fully replicate\nthe underlying index that it seeks to track and may hold securities different from those included in its underlying index. In addition,\nthe performance of an underlying will reflect additional transaction costs and fees that are not included in the calculation of its underlying\nindex. All of these factors may lead to a lack of correlation between the performance of an underlying and its underlying index. In addition,\ncorporate actions with respect to the equity securities held by an underlying (such as mergers and spin-offs) may impact the variance\nbetween the performance of an underlying and its underlying index. Finally, because the underlying shares are traded on an exchange and\nare subject to market supply and investor demand, the closing value of an underlying may differ from the net asset value per share of\nan underlying.

During periods of market volatility, securities\nincluded in an underlying’s underlying index may be unavailable in the secondary market, market participants may be unable to calculate\naccurately the net asset value per share of an underlying and the liquidity of an underlying may be adversely affected. This kind of market\nvolatility may also disrupt the ability of market participants to create and redeem shares of an underlying. Further, market volatility\nmay adversely affect, sometimes materially, the price at which market participants are willing to buy and sell the underlying shares.\nAs a result, under these circumstances, the closing value of an underlying may vary substantially from the net asset value per share of\nan underlying. For all of the foregoing reasons, the performance of an underlying may not correlate with the performance of its underlying\nindex and/or its net asset value per share, which could materially and adversely affect the value of the securities and/or reduce your\nreturn on the securities.

Changes that affect the underlyings may affect the value of your securities. The sponsors of the underlyings may at any time\nmake methodological changes or other changes in the manner in which they operate that could affect the values of the underlyings. We are\nnot affiliated with any such underlying sponsor and, accordingly, we have no control over any changes any such sponsor may make. Such\nchanges could adversely affect the performance of the underlyings and the value of and your return on the securities.

The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding\nthe proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the\n“IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or\na court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in asserting\nan alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might be materially\nand adversely affected. For example, as discussed below, there is a substantial risk that the IRS could seek to treat the securities\nas debt instruments. Even if the treatment of the securities as prepaid forward contracts is respected, a security may be treated as a\n“constructive ownership transaction,” with potentially adverse consequences described below under “United States Federal\nTax Considerations.” Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal\ntax treatment of the 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\nyour tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under\nthe laws of any state, local or non-U.S. taxing jurisdiction.

PS-9

Citigroup Global Markets Holdings Inc.

Information About the iShares^®\nRussell 2000 ETF\t

The iShares^® Russell 2000 ETF is an exchange-traded\nfund that seeks to track the investment results, before fees and expenses, of the Russell 2000^® Index. The Russell\n2000^® Index measures the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed\non eligible U.S. exchanges and is designed to track the performance of the small-capitalization segment of the U.S. equity market. The\niShares^® Russell 2000 ETF is an investment portfolio managed by iShares^® Trust. BlackRock Fund Advisors\nis the investment advisor to the iShares^® Russell 2000 ETF. iShares^® Trust is a registered investment\ncompany that consists of numerous separate investment portfolios, including the iShares^® Russell 2000 ETF.

Information provided to or filed with the SEC by iShares^®\nTrust pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, can be located by reference\nto SEC file numbers 333-92935 and 811-09729, respectively, through the SEC’s website at http://www.sec.gov. In addition, information\nmay be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.\nThe underlying shares of the iShares^® Russell 2000 ETF trade on the NYSE Arca under the ticker symbol “IWM.”

Please refer to the section “Fund Descriptions— The iShares^® ETFs”\nin the accompanying underlying supplement for additional information.

We have derived all information regarding the iShares^® Russell\n2000 ETF from publicly available information and have not independently verified any information regarding the iShares^® Russell\n2000 ETF. This pricing supplement relates only to the securities and not to the iShares^® Russell 2000 ETF. We make\nno representation as to the performance of the iShares^® Russell 2000 ETF over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings\nInc. (guaranteed by Citigroup Inc.) only. The sponsor of the iShares^® Russell 2000 ETF is not involved in any way\nin this offering and has no obligation relating to the securities or to holders of the securities.

Historical Information

The closing value of the iShares^® Russell 2000 ETF on\nOctober 14, 2026 was $271.37.

The graph below shows the closing value of the iShares^®\nRussell 2000 ETF for each day such value was available from January 4, 2016 to October 14, 2026. We obtained the closing values from Bloomberg\nL.P., without independent verification. You should not take historical closing values as an indication of future performance.

\n \n \n \n \n

iShares^® Russell 2000 ETF – Historical Closing Values
\nJanuary 4, 2016 to October 14, 2026

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PS-10

Citigroup Global Markets Holdings Inc.

Information About the State Street^® SPDR^® Dow\nJones^® Industrial Average^® ETF Trust

The State Street^® SPDR^® Dow Jones^® Industrial\nAverage^® ETF Trust is an exchange-traded fund that seeks to provide investment results, before expenses, that correspond\ngenerally to the price and yield performance of the Dow Jones Industrial Average^TM . The Dow Jones Industrial Average™ consists\nof 30 common stocks chosen as representative of the broad market of U.S. industry. The State Street^® SPDR^® Dow\nJones^® Industrial Average^® ETF Trust is managed by State Street Global Advisors Trust Company,\nas trustee of the State Street^® Dow Jones^® Industrial Average^® ETF Trust,\nand PDR Services, LLC (“PDRS”), as sponsor of the State Street^® Dow Jones^® Industrial\nAverage^® ETF Trust.

Information provided to or filed with the SEC by the State Street^®\nSPDR^® Dow Jones^® Industrial Average^® ETF Trust pursuant to the Securities\nAct of 1933, as amended, and the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-31247\nand 811-09170, respectively, through the SEC’s website at http://www.sec.gov. In addition, information may be obtained from other\nsources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. The underlying shares\nof the State Street^®SPDR^® Dow Jones^® Industrial Average^® ETF\nTrust trade on the NYSE Arca under the ticker symbol “DIA.”

We have derived all information regarding the State Street^®\nSPDR^® Dow Jones^® Industrial Average^® ETF Trust from publicly available\ninformation and have not independently verified any information regarding the State Street^®SPDR^® Dow\nJones^® Industrial Average^®ETF Trust. This pricing supplement relates only to the securities and not\nto the State Street^®SPDR^® Dow Jones^® Industrial Average^® ETF\nTrust. We make no representation as to the performance of the State Street^®SPDR^® Dow Jones^® Industrial\nAverage^®ETF Trust over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings\nInc. (guaranteed by Citigroup Inc.) only. The sponsor of the State Street^®SPDR^® Dow Jones^® Industrial\nAverage^®ETF Trust is not involved in any way in this offering and has no obligation relating to the securities or to holders\nof the securities.

Historical Information

The closing value of the State Street^®SPDR^® Dow\nJones^® Industrial Average^®ETF Trust on October 14, 2026 was $515.63.

The graph below shows the closing value of the State Street^®\nSPDR^® Dow Jones^® Industrial Average^®ETF Trust for each day such value was\navailable from January 4, 2016 to October 14, 2026. We obtained the closing values from Bloomberg L.P., without independent verification.\nYou should not take historical closing values as an indication of future performance.

\n \n \n \n \n

State Street^® SPDR^® Dow Jones^® Industrial Average^® ETF Trust – Historical Closing Values
\nJanuary 4, 2016 to October 14, 2026

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PS-11

Citigroup Global Markets Holdings Inc.

Information About the State Street^® SPDR^® S&P\n500^® ETF Trust\t

The State Street^® SPDR^® S&P\n500^® ETF Trust is an exchange-traded fund that seeks to provide investment results that, before expenses, correspond\ngenerally to the price and yield performance of 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. The State Street^® SPDR^® S&P 500^® ETF Trust is managed\nby State Street Global Advisors Trust Company, as trustee of the State Street^® SPDR^® S&P 500^® ETF\nTrust, and PDR Services, LLC (“PDRS”), as sponsor of the State Street^® SPDR^® S&P\n500^® ETF Trust.

Information provided to or filed with the SEC by the State Street^®\nSPDR^® S&P 500^® ETF Trust pursuant to the Securities Act of 1933, as amended, and the\nInvestment Company Act of 1940, as amended, can be located by reference to SEC file numbers 033-46080 and 811-06125, respectively, through\nthe SEC’s website at http://www.sec.gov. In addition, information may be obtained from other sources including, but not limited\nto, press releases, newspaper articles and other publicly disseminated documents. The underlying shares of the State Street^® SPDR^® S&P\n500^® ETF Trust trade on the NYSE Arca under the ticker symbol “SPY.”

Please refer to the section “Fund Descriptions—The SPDR^® S&P\n500^® ETF Trust” in the accompanying underlying supplement for additional information.

We have derived all information regarding the State Street^®\nSPDR^® S&P 500^® ETF Trust from publicly available information and have not independently verified any\ninformation regarding the State Street^® SPDR^® S&P 500^® ETF Trust. This pricing supplement\nrelates only to the securities and not to the State Street^® SPDR^® S&P 500^® ETF Trust.\nWe make no representation as to the performance of the State Street^® SPDR^® S&P 500^® ETF\nTrust over the term of the securities.

The securities represent obligations of Citigroup Global Markets Holdings\nInc. (guaranteed by Citigroup Inc.) only. The sponsor of the State Street^® SPDR^® S&P 500^®\nETF Trust is not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.

Historical Information

The closing value of the State Street^® SPDR^® S&P\n500^® ETF Trust on October 14, 2026 was $769.60.

The graph below shows the closing value of the State Street^® SPDR^® S&P\n500^® ETF Trust for each day such value was available from January 4, 2016 to October 14, 2026. We obtained the closing\nvalues from Bloomberg L.P., without independent verification. You should not take historical closing values as an indication of future\nperformance.

\n \n \n \n \n

State Street^® SPDR^® S&P 500^® ETF Trust – Historical Closing Values
\nJanuary 4, 2016 to October 14, 2026

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PS-12

Citigroup Global Markets Holdings Inc.

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. This discussion does not address the U.S. federal tax consequences\nof the ownership or disposition of the underlying shares that you may receive at maturity. You should consult your tax adviser\nregarding the U.S. federal tax consequences of the ownership and disposition of the underlying shares.

Due to the lack of any controlling legal authority, there is substantial\nuncertainty regarding the U.S. federal income tax consequences of an investment in the securities. In the opinion of our counsel, Davis\nPolk & Wardwell LLP, which is based on current market conditions, it is reasonable under current law to treat a security as a prepaid\nforward contract for U.S. federal income tax purposes. However, our counsel has advised us that it is unable to conclude affirmatively\nthat this treatment is more likely than not to be upheld, and that alternative treatments are possible.

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

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 for cash), you should recognize gain or loss equal to the\ndifference between the amount realized and your tax basis in the security. Subject to the discussion below concerning the potential\napplication of the “constructive ownership” rules under Section 1260 of the Code, any gain or loss recognized upon a sale,\nexchange or retirement of a security should be long-term capital gain or loss if you held the security for more than one year.

If you receive the underlying shares (and cash in lieu of any fractional shares) at maturity, you should not recognize gain or loss\nwith respect to the underlying shares received. Instead, you should have an aggregate tax basis in the underlying shares received\n(including any fractional shares deemed received) equal to your basis in the securities. Your holding period for any underlying\nshares received should start on the day after receipt. With respect to any cash received in lieu of a fractional share, you should recognize\ncapital loss in an amount equal to the difference between the amount of cash received in lieu of the fractional share and the portion\nof your tax basis in the securities that is allocable to the fractional share.

Even if the treatment of the securities as prepaid forward contracts\nis respected, your purchase of a security may be treated as entry into a “constructive ownership transaction,” within the\nmeaning of Section 1260 of the Code. In that case, all or a portion of any long-term capital gain you would otherwise recognize in respect\nof your securities would be recharacterized as ordinary income to the extent such gain exceeded the “net underlying long-term capital\ngain.” Any long-term capital gain recharacterized as ordinary income under Section 1260 would be treated as accruing at a constant\nrate over the period you held your securities, and you would be subject to an interest charge in respect of the deemed tax liability on\nthe income treated as accruing in prior tax years. Due to the lack of governing authority under Section 1260, our counsel is not able\nto opine as to whether or how Section 1260 applies to the securities. You should read the section entitled “United States Federal\nTax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Prepaid Forward Contracts—Possible Application\nof Section 1260 of the Code” in the accompanying product supplement for additional information and consult your tax adviser regarding\nthe potential application of the “constructive ownership” rule.

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 particular, due to the terms\nof the securities, there is a substantial risk that the IRS could seek to treat the securities as debt instruments for U.S. federal income\ntax purposes. In that event, you would be required to accrue into income original issue discount on the securities every year at a “comparable\nyield” determined as of the time of issuance and recognize all income and gain in respect of the securities as ordinary income.\nIn addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax\ntreatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be\nthe subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment\nof derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could\nmaterially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should\nconsult your tax adviser regarding possible alternative tax 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\nperformance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However,\nthe regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2029 that do not have a “delta”\nof one. Based on the terms of the securities and representations provided by us, our counsel is of the opinion that the securities\nshould not be treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any\nU.S. Underlying Equity and, therefore, should not be subject to withholding tax under Section 871(m).

PS-13

Citigroup Global Markets Holdings Inc.

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\nmay depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding\nthe potential application of 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\nsection, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning\nand disposing of the securities.

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

PS-14

Citigroup Global Markets Holdings Inc.

Supplemental Plan of Distribution

CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the\nunderwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of up to $20.00 for each security\nsold in this offering. The actual underwriting fee will be equal to the selling concession provided to selected dealers, as described\nin this paragraph. From this underwriting fee, CGMI will pay selected dealers not affiliated with CGMI a variable selling concession of\nup to $20.00 for each security they sell.

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

Valuation of the Securities

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

For a period of approximately three months following issuance of the\nsecurities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated\nfor the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one\nor more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined.\nThis temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the\nterm of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the three-month\ntemporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See “Summary\nRisk Factors—The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.”

Validity of the Securities

In the opinion of Davis Polk & Wardwell LLP, as special products\ncounsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing supplement have been issued by Citigroup\nGlobal Markets Holdings Inc. pursuant to the indenture, the trustee and/or paying agent has made, in accordance with instructions from\nCitigroup Global Markets Holdings Inc., appropriate entries or notations in its records relating to the master global note that represents\nsuch securities and such securities have been delivered against payment therefor, such securities and the related guarantee of Citigroup\nInc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in\naccordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights\ngenerally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good\nfaith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (x) the effect of fraudulent conveyance,\nfraudulent transfer or similar provision of applicable law on the conclusions expressed above or (y) the validity, legally binding effect\nor enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the\nsecurities to the extent determined to constitute unearned interest. This opinion is given as of the date of this pricing supplement and\nis limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, except that such counsel expresses\nno opinion as to (i) any law, rule or regulation that is applicable to Citigroup Global Markets Holdings Inc. or Citigroup Inc., the indenture,\nthe securities, the related guarantee (together with the indenture and the securities, the “Documents”) or such transactions\nsolely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its\naffiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national\nsecurity.

In addition, this opinion is subject to the assumptions set forth in\nthe letter of Davis Polk & Wardwell LLP dated February 25, 2026, which has been filed as an exhibit to the Registration Statement\non Form S-3 by Citigroup Global Markets Holdings Inc. and Citigroup Inc. on February 25, 2026, that the Documents have been duly authorized,\nexecuted, authenticated (if applicable) and delivered by, and are each a valid, binding and enforceable agreement of, each party thereto\n(other than as expressly covered above in respect of Citigroup Global Markets Holdings Inc. and Citigroup Inc.) and that the terms of\nthe securities and the issuance, execution, delivery and performance by Citigroup 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.

Contact

Clients may contact their local brokerage representative. Third-party\ndistributors may contact Citi Structured Investment Sales at (212) 723-7005.

© 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-15

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