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Citigroup Global Markets Holdings Inc.

October 2, 2026

Medium-Term Senior Notes, Series\n N

Pricing Supplement No. 2026-USNCH34332

Filed Pursuant to Rule 424(b)(2)

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

9,192 Contingent Income Auto-Callable Securities with\nMemory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake\nInc.

Principal at Risk Securities

Overview

▪

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

▪

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

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

KEY TERMS
Issuer:	Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
Guarantee:	All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc.
Underlying shares:	Shares of common stock of Snowflake Inc. (ticker symbol: “SNOW UN”) (the “underlying share issuer”)
Aggregate stated principal amount:	$9,192,000
Stated principal amount:	$1,000 per security
Pricing date:	October 2, 2026
Issue date:	October 7, 2026
Maturity date:	Unless earlier automatically redeemed, October 5, 2029
Contingent coupon:	On each quarterly contingent coupon payment date, unless previously automatically redeemed, the securities will pay a contingent coupon equal to 3.775% of the stated principal amount of the securities (15.10% per annum) if and only if the closing price of the underlying shares on the related valuation date is greater than or equal to the downside threshold price. If the closing price of the underlying shares on any quarterly valuation date is less than the downside threshold price, you will not receive any contingent coupon payment on the related contingent coupon payment date.
Memory coupon feature:	If the closing price of the underlying shares is less than the downside threshold price on one or more valuation dates and, on a subsequent valuation date, the closing price of the underlying shares is greater than or equal to the downside threshold price, your contingent coupon payment for that subsequent valuation date will include all previously unpaid quarterly contingent coupon payments (without interest on amounts previously unpaid). However, if the closing price of the underlying shares is less than the downside threshold price on any valuation date and on each subsequent valuation date thereafter, you will not receive the unpaid contingent coupon payments in respect of those valuation dates.
Automatic early redemption:	If, on any potential redemption date, the closing price of the underlying shares on that date is greater than or equal to the initial share price, each security you then hold will be automatically redeemed on the related contingent coupon payment date for an amount in cash equal to the early redemption payment. If the securities are redeemed, no further payments will be made.
Early redemption payment:	The stated principal amount of $1,000 per security plus the related contingent coupon payment (including any previously unpaid quarterly contingent coupon payments)
Payment at maturity:	\n If the securities are not automatically redeemed prior to maturity,\n for each $1,000 stated principal amount security you hold at maturity, you will receive cash in an amount determined as follows: \n § \n If the final share price is greater than\n or equal to the downside threshold price: $1,000 + the contingent coupon payment due at maturity (including any previously unpaid\n quarterly contingent coupon payments) \n § \n If the final share price is less than\n the downside threshold price: $1,000 + ($1,000 × the share return) \n If the final share price is less than the downside threshold price,\n you will receive less, and possibly significantly less, than 50.00% of the stated principal amount of your securities at maturity, and\n you will not receive any contingent coupon payment at maturity.
Initial share price:	$341.04, the closing price of the underlying shares on the pricing date
Final share price:	The closing price of the underlying shares on the final valuation date
Downside threshold price:	$170.52, 50.00% of the initial share price
Listing:	The securities will not be listed on any securities exchange
Underwriter:	Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal

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

Underwriting fee and issue price:	Issue price⁽¹⁾⁽²⁾	Underwriting fee	Proceeds to issuer
Per security:	$1,000.00	$17.50⁽²⁾	$977.50
		$5.00⁽³⁾
Total:	$9,192,000	$206,820.00	$8,985,180.00

(Key Terms continued on next page)

(1) On the date of this pricing supplement,\nthe estimated value of the securities is $965.30 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, an affiliate of Citigroup Global\nMarkets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee\nof $22.50 for each $1,000.00 security sold in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and\ntheir financial advisors will collectively receive from CGMI a fixed selling concession of $17.50 for each $1,000.00 security they sell.\nAdditionally, it is possible that CGMI and its affiliates may profit from hedging activity related to this offering, even if the value\nof the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus.

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

In addition, CGMI will pay to one or more\nelectronic platform providers a fee of $0.50 for each security sold in this offering where related selected dealers and/or custodians\nimplement or utilize such providers.

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

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

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

\n \n \n \n

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

Prospectus Supplement and Prospectus each dated February 25, 2026

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

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

\n \n \n

KEY TERMS (continued)

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

Valuation dates, potential redemption dates and contingent coupon payment dates:	The valuation dates, potential redemption dates and contingent coupon payment dates are set forth below:
Valuation dates^*	Potential redemption dates^*	Contingent coupon payment dates^**
January 4, 2027	January 4, 2027	January 7, 2027
	April 2, 2027	April 2, 2027	April 7, 2027
	July 2, 2027	July 2, 2027	July 8, 2027
	October 4, 2027	October 4, 2027	October 7, 2027
	January 3, 2028	January 3, 2028	January 6, 2028
	April 3, 2028	April 3, 2028	April 6, 2028
	July 3, 2028	July 3, 2028	July 7, 2028
	October 2, 2028	October 2, 2028	October 5, 2028
	January 2, 2029	January 2, 2029	January 5, 2029
	April 2, 2029	April 2, 2029	April 5, 2029
	July 2, 2029	July 2, 2029	July 6, 2029
	October 2, 2029 (the “final valuation date”)	N/A	October 5, 2029 (the “maturity date”)

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

* Each valuation date is subject to\n postponement if such date is not a scheduled trading day or certain market disruption events occur, as described in the accompanying\n product supplement. Each potential redemption date is subject to postponement on the same basis as a valuation date.

** If the valuation date immediately\n preceding any contingent coupon payment date (other than the final valuation date) is postponed, that contingent coupon payment date\n will also be postponed so that it falls on the third business day after such valuation date, as postponed.

Share return:

(i) The final share price minus the initial share price, divided by (ii) the initial share price

CUSIP / ISIN:

17334DKP6 / US17334DKP68

October 2026

PS-2

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

Additional Information

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

Dilution and Reorganization Adjustments. The initial share price\nand the downside threshold price are each a “Relevant Price” for purposes of the section “Description of the Securities—\nCertain Additional Terms for Securities Linked to an Underlying Company or an Underlying ETF—Dilution and Reorganization Adjustments”\nin the accompanying product supplement. Accordingly, the initial share price and the downside threshold price are each subject to adjustment\nupon the occurrence of any of the events described in that section.

Investment Summary

The securities provide an opportunity for investors to earn a quarterly\ncontingent coupon payment, which is an amount equal to $37.75 (3.775% of the stated principal amount) per security, with respect to each\nquarterly valuation date on which the closing price of the underlying shares is greater than or equal to 50.00% of the initial share price,\nwhich we refer to as the downside threshold price. The quarterly contingent coupon payment, if any, will be payable quarterly on the relevant\ncontingent coupon payment date, which is the third business day after the related valuation date or, in the case of the quarterly contingent\ncoupon payment, if any, with respect to the final valuation date, the maturity date. If the closing price of the underlying shares is\nless than the downside threshold price on any valuation date, investors will receive no quarterly contingent coupon payment for the related\nquarterly period. If the closing price of the underlying shares is less than the downside threshold price on one or more valuation dates\nand, on a subsequent valuation date, the closing price of the underlying shares is greater than or equal to the downside threshold price,\nyour quarterly contingent coupon payment for that subsequent valuation date will include all previously unpaid quarterly contingent coupon\npayments (without interest on amounts previously unpaid). However, if the closing price of the underlying shares is less than the downside\nthreshold price on any valuation date and on each subsequent valuation date thereafter, you will not receive the unpaid quarterly contingent\ncoupon payments in respect of those valuation dates. It is possible that the closing price of the underlying shares could be below the\ndownside threshold price on all of the valuation dates so that you will receive no quarterly contingent coupon payments. We refer to these\npayments as contingent because there is no guarantee that you will receive a payment on any contingent coupon payment date.

If the closing price of the underlying shares is greater than or equal\nto the initial share price on any potential redemption date (beginning approximately three months after the issue date), the securities\nwill be automatically redeemed for an early redemption payment equal to the stated principal amount plus the quarterly contingent\ncoupon payment with respect to the related potential redemption date (including any previously unpaid quarterly contingent coupon payments).\nIf the securities have not previously been automatically redeemed and the final share price is greater than or equal to the downside threshold\nprice, the payment at maturity will also be the sum of the stated principal amount and the quarterly contingent coupon payment due at\nmaturity (including any previously unpaid quarterly contingent coupon payments). However, if the securities have not previously been automatically\nredeemed and the final share price is less than the downside threshold price, investors will be exposed to the decline in the closing\nprice of the underlying shares, as compared to the initial share price, on a 1-to-1 basis (and, in addition, will not receive any quarterly\ncontingent coupon payment at maturity, including any previously unpaid quarterly contingent coupon payments). Under these circumstances,\nthe payment at maturity will be (i) the stated principal amount plus (ii) (a) the stated principal amount times (b) the\nshare return, which means that the payment at maturity will be less than 50.00% of the stated principal amount of the securities and could\nbe zero. Investors in the securities must be willing to accept the risk of losing their entire principal and also the risk of receiving\nfew or no quarterly contingent coupon payments over the term of the securities. In addition, investors will not participate in any appreciation\nof the underlying shares.

October 2026

PS-3

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

Key Investment Rationale

The securities offer investors an opportunity to earn a quarterly contingent\ncoupon payment equal to 3.775% of the stated principal amount with respect to each valuation date on which the closing price of the underlying\nshares is greater than or equal to 50.00% of the initial share price, which we refer to as the downside threshold price. The securities\nmay be automatically redeemed prior to maturity for the stated principal amount per security plus the applicable quarterly contingent\ncoupon payment (including any previously unpaid quarterly contingent coupon payments), and the payment at maturity will vary depending\non the final share price, as follows:

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

Scenario 1

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

\n \n

■

\n \n

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

\n \n

■

\n \n

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

Scenario 2

The securities are not automatically redeemed prior\n to maturity, and the final share price is greater than or equal to the downside threshold price.

\n \n

■

\n \n

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

\n \n

■

\n \n

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

Scenario 3

The securities are not automatically redeemed prior\n to maturity, and the final share price is less than the downside threshold price.

\n \n

■

\n \n

The payment due at maturity will be (i)\n the stated principal amount plus (ii) (a) the stated principal amount times (b) the share return.

\n \n

■

\n \n

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

October 2026

PS-4

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

How the Securities Work

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

Diagram #1: Quarterly Contingent Coupon Payments

$\"\"$

Diagram #2: Automatic Early Redemption

$\"\"$
\n
\n

October 2026

PS-5

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

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

$\"\"$

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

October 2026

PS-6

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

Hypothetical Examples

The below examples are based on the following terms:

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

Stated principal amount:	$1,000 per security
Hypothetical initial share price:	$100.00
Hypothetical downside threshold price:	$50.00, which is 50.00% of the hypothetical initial share price
Hypothetical quarterly contingent coupon payment:	$37.75 (3.775% of the stated principal amount) per security

In Examples 1 and 2, the closing price of the underlying shares\nfluctuates over the term of the securities and the closing price of the underlying shares is greater than or equal to the initial\nshare price on one of the potential redemption dates, which begin approximately three months after the issue date. Because the closing\nprice of the underlying shares is greater than or equal to the initial share price on one of the potential redemption dates, the securities\nare automatically redeemed following the relevant potential redemption date. In Examples 3 and 4, the closing price of the underlying\nshares on each potential redemption date is less than the initial share price, and, consequently, the securities are not automatically\nredeemed prior to, and remain outstanding until, maturity.

	Example 1	Example 2
Valuation Dates	Hypothetical Closing Price of the Underlying Shares	Quarterly Contingent Coupon Payment	Early Redemption Payment*	Hypothetical Closing Price of the Underlying Shares	Quarterly Contingent Coupon Payment	Early Redemption Payment*
#1	$115.00	—*	$1,037.75	$95.00	$37.75	N/A
#2	N/A	N/A	N/A	$84.00	$37.75	N/A
#3	N/A	N/A	N/A	$94.00	$37.75	N/A
#4	N/A	N/A	N/A	$21.00	$0	N/A
#5	N/A	N/A	N/A	$33.00	$0	N/A
#6	N/A	N/A	N/A	$29.00	$0	N/A
#7	N/A	N/A	N/A	$66.00	$151.00	N/A
#8	N/A	N/A	N/A	$83.00	$37.75	N/A
#9	N/A	N/A	N/A	$63.00	$37.75	N/A
#10	N/A	N/A	N/A	$93.00	$37.75	N/A
#11	N/A	N/A	N/A	$125.00	—*	$1,037.75
Final Valuation Date	N/A	N/A	N/A	N/A	N/A	N/A

* The early redemption payment includes the unpaid quarterly contingent\ncoupon payment with respect to the potential redemption date on which the closing price of the underlying shares is greater than or equal\nto the initial share price (together with any previously unpaid quarterly contingent coupon payments) and the securities are automatically\nredeemed as a result.

In Example 1, the securities are automatically redeemed following\nthe first valuation date (which is the first potential redemption date) as the closing price of the underlying shares on that potential\nredemption date is greater than the initial share price. You receive the early redemption payment, calculated as follows:

stated principal amount + quarterly contingent coupon\npayment = $1,000 + $37.75 = $1,037.75

In this example, the automatic early redemption feature limits the\nterm of your investment to approximately three months and you may not be able to reinvest at comparable terms or returns. If the securities\nare redeemed early, you will stop receiving quarterly contingent coupons.

In Example 2, as the closing price of the underlying shares on\nthe first three valuation dates is greater than the downside threshold price, you receive the quarterly contingent coupon payment of $37.75\nwith respect to each of the first three valuation dates. As the closing price of the underlying shares on the fourth through sixth valuation\ndates is less than the downside threshold price, you would not receive a quarterly contingent coupon payment with respect to those valuation\ndates. However, as the closing price of the underlying shares on the seventh valuation date is greater than the downside threshold price,\nyou would receive the quarterly contingent coupon payment with respect to the seventh valuation date plus the previously unpaid\nquarterly contingent coupon payment with respect to each of the fourth through sixth valuation dates. The closing price of the underlying\nshares is greater than the downside threshold price on each of the eighth through tenth valuation dates, and so you would receive a quarterly\ncontingent coupon payment with respect to each of those valuation dates, and then following the eleventh valuation date (the last potential\nredemption date), the closing price of the underlying shares is greater than the initial share price, so that the securities would be\nautomatically redeemed and you would receive an automatic early redemption payment of $1,037.75, which includes the quarterly contingent\ncoupon payment with respect to the eleventh valuation date.

October 2026

PS-7

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

In this example, the automatic early redemption feature limits the\nterm of your investment to approximately two years and nine months and you may not be able to reinvest at comparable terms or returns.\nIf the securities are redeemed early, you will stop receiving contingent coupon payments. Further, although the underlying shares have\nappreciated by 25% from the initial share price on the eleventh valuation date, you only receive $1,037.75 per security upon redemption\nand do not benefit from this appreciation.

	Example 3	Example 4
Valuation Dates	Hypothetical Closing Price of the Underlying Shares	Quarterly Contingent Coupon Payment	Early Redemption Payment*	Hypothetical Closing Price of the Underlying Shares	Quarterly Contingent Coupon Payment	Early Redemption Payment*
#1	$28.00	$0	N/A	$26.00	$0	N/A
#2	$20.00	$0	N/A	$30.00	$0	N/A
#3	$47.00	$0	N/A	$20.00	$0	N/A
#4	$34.00	$0	N/A	$26.00	$0	N/A
#5	$27.00	$0	N/A	$42.00	$0	N/A
#6	$24.00	$0	N/A	$26.00	$0	N/A
#7	$48.00	$0	N/A	$34.00	$0	N/A
#8	$46.00	$0	N/A	$31.00	$0	N/A
#9	$40.00	$0	N/A	$28.00	$0	N/A
#10	$24.00	$0	N/A	$38.00	$0	N/A
#11	$21.00	$0	N/A	$24.00	$0	N/A
Final Valuation Date	$0.00	$0	N/A	$110.00	—*	N/A
Payment at Maturity	$0.00	$1,453.00

* The final quarterly contingent coupon payment, if any, will be paid\nat maturity.

Examples 3 and 4 illustrate the payment at maturity per security based\non the final share price.

In Example 3, the closing price of the underlying shares remains\nbelow the downside threshold price on each valuation date throughout the term of the securities. As a result, you do not receive any quarterly\ncontingent coupon payment during the term of the securities and, at maturity, you are fully exposed to the decline in the closing price\nof the underlying shares. As the final share price is less than the downside threshold price, you would receive a cash payment at maturity\ncalculated as follows:

stated principal amount + (stated principal amount\n× share return) = $1,000 + ($1,000 × -100%) = $0.00

In this example, because the underlying shares have lost all of their\nvalue by the final valuation date, the payment you receive at maturity would be equal to zero, and you would lose your entire investment.\nYou may lose up to all of your investment in the securities.

In Example 4, the closing price of the underlying shares is less\nthan the downside threshold price on each of the first eleven valuation dates but is greater than the downside threshold price on the\nfinal valuation date. As a result, at maturity you would be repaid the stated principal amount of the securities plus the contingent\ncoupon payment due at maturity, which includes all previously unpaid quarterly contingent coupon payments.

The hypothetical returns and hypothetical payments on the securities\nshown above apply only if you hold the securities for their entire term or until automatic early redemption. These hypothetical\nexamples do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were\nincluded, the hypothetical returns and hypothetical payments shown above would likely be lower.

October 2026

PS-8

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

Summary Risk Factors

An investment in the securities is significantly riskier than an investment\nin conventional debt securities. The securities are subject to all of the risks associated with an investment in our conventional debt\nsecurities that are guaranteed by Citigroup Inc., including the risk that we and Citigroup Inc. may default on our obligations under the\nsecurities, and are also subject to risks associated with the underlying shares. Accordingly, the securities are appropriate only for\ninvestors who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and\nlegal advisors as to the risks of an investment in the securities and the appropriateness of the securities in light of your particular\ncircumstances.

The following is a summary of certain key risk factors for investors\nin the securities. You should read this summary together with the more detailed description of risks relating to an investment in the\nsecurities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-7 in the accompanying product\nsupplement. You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated\nby reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent\nQuarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.

You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do not provide\nfor the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior\nto maturity and the final share price is less than the downside threshold price, you will lose a significant portion or all of your investment,\nbased on a loss of 1% of the stated principal amount of the securities for every 1% by which the final share price is less than the initial\nshare price. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment.

You will not receive any contingent coupon payment for any valuation date on which the closing price of the underlying shares on\nthe related valuation date is less than the downside threshold price. A contingent coupon payment will be made on a contingent coupon\npayment date if and only if the closing price of the underlying shares on the related valuation date is greater than or equal to the downside\nthreshold price. If the closing price of the underlying shares on any valuation date is less than the downside threshold price, you will\nnot receive any contingent coupon payment on the related contingent coupon payment date, and if the closing price of the underlying shares\nis below the downside threshold price on each valuation date, you will not receive any contingent coupon payments over the term of the\nsecurities.

Higher contingent coupon rates are associated with greater risk. The securities offer contingent coupon payments at an annualized\nrate that, if all are paid, would produce a yield that is generally higher than the yield on our conventional debt securities of the same\nmaturity. This higher potential yield is associated with greater levels of expected risk as of the pricing date for the securities, including\nthe risk that you may not receive a contingent coupon payment on one or more, or any, contingent coupon payment dates, the securities\nwill not be automatically redeemed and the amount you receive at maturity may be significantly less than the stated principal amount of\nyour securities and may be zero. The volatility of the underlying shares is an important factor affecting these risks. Greater expected\nvolatility of the underlying shares as of the pricing date may result in a higher contingent coupon rate, but it also represents a greater\nexpected likelihood as of the pricing date that the closing price of the underlying shares will be less than the downside threshold price\non one or more valuation dates, such that you will not receive one or more, or any, contingent coupon payments during the term of the\nsecurities, the closing price of the underlying shares will be less than the initial share price on each potential redemption date, such\nthat the securities will not be automatically redeemed and the final share price will be less than the downside threshold price, such\nthat you will suffer a substantial loss of principal at maturity.

You may not be adequately compensated for assuming the downside risk of the underlying shares. The potential contingent coupon\npayments on the securities are the compensation you receive for assuming the downside risk of the underlying shares, as well as all the\nother risks of the securities. That compensation is effectively “at risk” and may, therefore, be less than you currently anticipate.\nFirst, the actual yield you realize on the securities could be lower than you anticipate because the coupon is “contingent”\nand you may not receive a contingent coupon payment on one or more, or any, of the contingent coupon payment dates. Second, the contingent\ncoupon payments are the compensation you receive not only for the downside risk of the underlying shares, but also for all of the other\nrisks of the securities, including the risk that the securities may be automatically redeemed beginning approximately three months after\nthe issue date, interest rate risk and our credit risk. If those other risks increase or are otherwise greater than you currently anticipate,\nthe contingent coupon payments may turn out to be inadequate to compensate you for all the risks of the securities, including the downside\nrisk of the underlying shares.

The securities may be automatically redeemed prior to maturity, limiting your opportunity to receive contingent coupon payments.\nOn any potential redemption date, the securities will be automatically redeemed if the closing price of the underlying shares on that\npotential redemption date is greater than or equal to the initial share price. Thus, the term of the securities may be limited to as short\nas approximately three months. If the securities are redeemed prior to maturity, you will not receive any additional contingent coupon\npayments. Moreover, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level\nof risk.

The securities offer downside exposure to the underlying shares, but no upside exposure to the underlying shares. You will\nnot participate in any appreciation in the price of the underlying shares over the term of the securities. Consequently, your return on\nthe securities will be limited to the contingent coupon payments you receive, if any, and may be significantly less than the return on\nthe

October 2026

PS-9

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

underlying shares over the term of the\nsecurities. In addition, you will not receive any dividends or other distributions or any other rights with respect to the underlying\nshares over the term of the securities.

The performance of the securities will depend on the closing price of the underlying shares solely on the relevant valuation dates,\nwhich makes the securities particularly sensitive to the volatility of the underlying shares. Whether the contingent coupon will be\npaid for any given quarter and whether the securities will be automatically redeemed prior to maturity will depend on the closing price\nof the underlying shares solely on the quarterly valuation dates and potential redemption dates, respectively, regardless of the closing\nprice of the underlying shares on other days during the term of the securities. If the securities are not automatically redeemed, what\nyou receive at maturity will depend solely on the closing price of the underlying shares on the final valuation date, and not on any other\nday during the term of the securities. Because the performance of the securities depends on the closing price of the underlying shares\non a limited number of dates, the securities will be particularly sensitive to volatility in the closing price of the underlying shares.\nYou should understand that the underlying shares have historically been highly volatile.

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

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

The estimated value of the securities on the pricing date, based on CGMI’s proprietary pricing models and our internal funding\nrate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging\nthe securities that are included in the issue price. These costs include (i) the selling concessions and structuring fees paid in connection\nwith 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 the underlying shares, the dividend yield on the\nunderlying shares and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter\nin this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and\ntherefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the\ncover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes,\nincluding for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead,\nyou should be willing to hold the securities to maturity irrespective of the initial estimated value.

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

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

The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing\nto buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of the securities

October 2026

PS-10

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

based on the market and other factors\ndescribed in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the securities\ndetermined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower\nvalue for the securities than if our internal funding rate were used. In addition, any secondary market price for the securities will\nbe reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in\nthe secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any\nsecondary market price for the securities will be less than the issue price.

The value of the securities prior to maturity will fluctuate based on many unpredictable factors. The value of your securities\nprior to maturity will fluctuate based on the price and volatility of the underlying shares and a number of other factors, including the\ndividend yields on the underlying shares, interest rates generally, the time remaining to maturity and our and/or Citigroup Inc.’s\ncreditworthiness, as reflected in our secondary market rate. Changes in the price of the underlying shares may not result in a comparable\nchange in the value of your securities. You should understand that the value of your securities at any time prior to maturity may be significantly\nless than the issue price.

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

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

Our offering of the securities does not constitute a recommendation of the underlying shares. The fact that we are offering\nthe securities does not mean that we believe that investing in an instrument linked to the underlying shares is likely to achieve favorable\nreturns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the\nunderlying shares or in instruments related to the underlying shares over the term of the securities, and may publish research or express\nopinions, that in each case are inconsistent with an investment linked to the underlying shares. These and other activities of our affiliates\nmay affect the price of the underlying shares in a way that has a negative impact on your interests as a holder of the securities.

The price of the underlying shares may be adversely affected by our or our affiliates’ hedging and other trading activities.\nWe have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions directly in the\nunderlying shares and other financial instruments related to the underlying shares and may adjust such positions during the term of the\nsecurities. Our affiliates also trade the underlying shares and other financial instruments related to the underlying shares on a regular\nbasis (taking long or short positions or both), for their accounts, for other accounts under their management or to facilitate transactions\non behalf of customers. These activities could affect the price of the underlying shares in a way that negatively affects the value of\nthe securities. 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 may currently or from time to time engage in business with the underlying share issuer, including extending loans to, making\nequity investments in or providing advisory services to the underlying share issuer. In the course of this business, we or our affiliates\nmay acquire non-public information about the underlying share issuer, which we will not disclose to you. Moreover, if any of our affiliates\nis or becomes a creditor of the underlying share issuer, they may exercise any remedies against the underlying share issuer that are available\nto them without regard to your interests.

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

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

October 2026

PS-11

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

The securities will not be adjusted for all events that could affect the price of the underlying shares. For example, we will\nnot make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria described above, partial tender\noffers or additional public offerings of the underlying shares. Moreover, the adjustments we do make may not fully offset the dilutive\nor adverse effect of the particular event. Investors in the securities may be adversely affected by such an event in a circumstance in\nwhich a direct holder of the underlying shares would not.

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

The securities may become linked to shares of an issuer other than the original underlying share issuer upon the occurrence of\na reorganization event or upon the delisting of the underlying shares. For example, if the underlying share issuer enters into a merger\nagreement that provides for holders of underlying shares to receive stock of another entity, the stock of such other entity will become\nthe underlying shares for all purposes of the securities upon consummation of the merger. Additionally, if the underlying shares are delisted\nand we do not exercise our call right, the calculation agent may, in its sole discretion, select shares of another issuer to be the underlying\nshares. See “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Company or an Underlying\nETF—Dilution and Reorganization Adjustments,” and “—Delisting of an Underlying Company” in the accompanying\nproduct supplement.

The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If\ncertain events occur, such as market disruption events, corporate events with respect to the underlying share issuer that may require\na dilution adjustment or the delisting of the underlying shares, CGMI, as calculation agent, will be required to make discretionary judgments\nthat could significantly affect your return on the securities. In making these judgments, the calculation agent’s interests as an\naffiliate of ours could be adverse to your interests as a holder of 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 a court might\nnot agree with the treatment of the securities as described in “United States Federal Tax Considerations” below. If the IRS\nwere successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the\nsecurities might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely\naffect the U.S. federal tax treatment of the securities, possibly retroactively.

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

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

October 2026

PS-12

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

Information About Snowflake Inc.

Snowflake Inc. develops database architecture, data warehouses, query\noptimization, and parallelization solutions. The underlying shares of Snowflake Inc. are registered under the Securities Exchange Act\nof 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by Snowflake Inc. pursuant to the\nExchange Act can be located by reference to the SEC file number 001-39504 through the SEC’s website at http://www.sec.gov. In addition,\ninformation regarding Snowflake Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles\nand other publicly disseminated documents. The underlying shares of Snowflake Inc. trade on the New York Stock Exchange under the ticker\nsymbol “SNOW.”

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

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

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

Historical Information

The closing price of Snowflake Inc. on October 2, 2026 was $341.04.

The graph below shows the closing price of the underlying shares for\neach day such price was available from September 16, 2020 to October 2, 2026. The table that follows shows the high and low closing prices\nof, and dividends paid on, the underlying shares for each quarter in that same period. We obtained the closing prices and other information\nbelow from Bloomberg L.P., without independent verification. If certain corporate transactions occurred during the historical period shown\nbelow, including, but not limited to, spin-offs or mergers, then the closing prices of the underlying shares shown below for the period\nprior to the occurrence of any such transaction have been adjusted by Bloomberg L.P. as if any such transaction had occurred prior to\nthe first day in the period shown below. You should not take the historical prices of the underlying shares as an indication of future\nperformance.

\n \n \n \n \n

Common Stock of Snowflake Inc. – Historical Closing Prices*
\nSeptember 16, 2020 to October 2, 2026

$\"\"$

* The red line indicates the downside threshold price of $170.52, which\nis equal to 50.00% of the initial share price.

October 2026

PS-13

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

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

Common Stock of Snowflake Inc.	High	Low	Dividends
2020
Third Quarter	$259.13	$217.39	$0.00000
Fourth Quarter	$390.00	$227.10	$0.00000
2021
First Quarter	$314.29	$208.60	$0.00000
Second Quarter	$251.25	$188.24	$0.00000
Third Quarter	$324.08	$236.75	$0.00000
Fourth Quarter	$401.89	$294.68	$0.00000
2022
First Quarter	$332.01	$166.75	$0.00000
Second Quarter	$241.23	$113.30	$0.00000
Third Quarter	$197.98	$130.12	$0.00000
Fourth Quarter	$188.91	$126.26	$0.00000
2023
First Quarter	$178.05	$121.56	$0.00000
Second Quarter	$190.98	$135.48	$0.00000
Third Quarter	$188.20	$146.94	$0.00000
Fourth Quarter	$201.23	$140.84	$0.00000
2024
First Quarter	$236.00	$156.31	$0.00000
Second Quarter	$165.04	$124.21	$0.00000
Third Quarter	$143.02	$108.56	$0.00000
Fourth Quarter	$186.51	$109.65	$0.00000
2025
First Quarter	$192.78	$146.16	$0.00000
Second Quarter	$223.77	$130.53	$0.00000
Third Quarter	$241.00	$191.73	$0.00000
Fourth Quarter	$277.14	$215.28	$0.00000
2026
First Quarter	$234.53	$150.82	$0.00000
Second Quarter	$280.16	$121.11	$0.00000
Third Quarter	$356.47	$260.15	$0.00000
Fourth Quarter (through October 2, 2026)	$341.99	$341.04	$0.00000

We make no representation as to the amount of dividends, if any, that\nmay be paid on the underlying shares in the future. In any event, as an investor in the securities, you will not be entitled to receive\ndividends, if any, that may be payable on the underlying shares.

October 2026

PS-14

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

United States Federal Tax Considerations

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

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

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

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

Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to the difference\nbetween the amount realized and your tax basis in the security. For this purpose, the amount realized does not include any coupon paid\non retirement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. Such gain\nor loss should be long-term capital gain or loss if you held the security for more than one year.

We do not plan to request a ruling 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.

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

As discussed under “United 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.

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

You should read the section entitled “United States Federal\nTax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that 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.

October 2026

PS-15

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

Supplemental Plan of Distribution

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

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

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

Valuation of the Securities

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

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

Validity of the Securities

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

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

October 2026

PS-16

Citigroup Global Markets Holdings Inc.

9,192 Contingent Income Auto-Callable Securities with Memory Coupon Due October 5, 2029

Based on the Performance of the Common Stock of Snowflake Inc.

Principal at Risk Securities

any judgment, injunction, order or decree or any agreement or other\ninstrument binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc.

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

October 2026

PS-17

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