Citigroup (C) sells autocallable S&P 500 notes; $7.45M issue, 22.6% premium
Rhea-AI Filing Summary
Citigroup Global Markets Holdings Inc. is offering Autocallable Enhanced Contingent Barrier Notes tied to the S&P 500® Index with an aggregate stated principal amount of $7,450,000 and a stated principal amount of $1,000 per security. The pricing date was April 1, 2026, the issue date is April 7, 2026, and the securities mature on April 6, 2028 unless automatically redeemed earlier.
Notes may autocall on April 14, 2027 if the closing index level is >= the initial index level, paying $1,000 plus an 11.30% premium ($1,113). At final valuation, the applicable premium is 22.60% ($1,226 cap unless index return is higher). The initial index level is 6,575.32 and the barrier is 4,602.724 (70% of initial). If the final index is below the barrier, payments reflect 1:1 downside exposure and could be significantly below principal.
Positive
- None.
Negative
- None.
Insights
Autocallable notes offer capped upside via fixed premiums and full downside exposure below a 70% barrier.
The notes combine an early‑redemption feature with fixed premium payments: 11.30% on the potential autocall date and 22.60% at final valuation. If the S&P 500 closes at or above the initial level on the potential autocall date, holders receive $1,113.
Key dependencies include the index's closing level on the potential autocall date and the final valuation date, and Citigroup credit because payments are guaranteed by Citigroup Inc. Timing and market‑disruption postponement clauses may shift valuation and maturity dates; cash‑flow treatment is as described in the terms.
Tax treatment is uncertain; counsel opines the securities are prepaid forwards but IRS could disagree.
Davis Polk & Wardwell LLP opines the securities should be treated as a prepaid forward contract for U.S. federal income tax purposes, but there is uncertainty and potential future regulatory or legislative change. Non‑U.S. holders may face Section 871(m) withholding if characterizations differ.
Investors should review the full U.S. federal tax discussion and consult tax advisers for individual circumstances.
Key Figures
Key Terms
Autocallable financial
Barrier level financial
Prepaid forward contract tax
Section 871(m) regulatory
Delta (in 871(m) context) financial
Offering Details
| Citigroup Global Markets Holdings Inc. |
April 1, 2026 Medium-Term Senior Notes, Series N Pricing Supplement No. 2026-USNCH31332 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-293732 and 333-293732-02 |
Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028
Overview
| ▪ | The securities offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. Unlike conventional debt securities, the securities do not pay interest, do not guarantee the repayment of principal at maturity and are subject to potential automatic early redemption on the terms described below. Your return on the securities will depend on the performance of the S&P 500® Index (the “underlying index”) from the initial index level to the final index level. |
| ▪ | The securities offer the potential for automatic early redemption at a premium following the potential autocall date if the closing level of the underlying index on that date is greater than or equal to the initial index level. If the securities are not automatically redeemed prior to maturity, the securities will provide for modified exposure to the performance of the underlying index, with (i) a return of the stated principal amount plus a premium if the final index level is greater than or equal to the initial index level, (ii) 1-to-1 participation in any appreciation of the underlying index in excess of the premium applicable to the final valuation date and (iii) contingent repayment of the stated principal amount at maturity if the underlying index depreciates, but only so long as the final index level is greater than or equal to the barrier level specified below. In exchange for these features, investors in the securities must be willing to (i) forgo any dividends that may be paid on the underlying index and (ii) accept full downside exposure to the underlying index if the underlying index depreciates by more than 30% from the initial index level to the final index level. If the underlying index depreciates by more than 30% from the initial index level to the final index level, you will lose 1% of the stated principal amount of your securities for every 1% by which the final index level is less than the initial index level. There is no minimum payment at maturity. |
| ▪ | Investors in the securities must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the securities if we and Citigroup Inc. default on our obligations. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. |
| 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 index: | The S&P 500® Index (ticker symbol: “SPX”) |
| Aggregate stated principal amount: | $7,450,000 |
| Stated principal amount: | $1,000 per security |
| Pricing date: | April 1, 2026 |
| Issue date: | April 7, 2026 |
| Potential autocall date: | April 14, 2027, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur as if such date were a final valuation date |
| Final valuation date: | April 3, 2028, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur |
| Maturity date: | Unless earlier redeemed, April 6, 2028, subject to postponement as described under “Additional Information” below |
| Automatic early redemption: | If, on the potential autocall date, the closing level of the underlying index is greater than or equal to the initial index level, each security you then hold will be automatically redeemed on the third business day immediately following that potential autocall date for an amount in cash equal to $1,000 plus the related premium. If the securities are automatically redeemed following the potential autocall date, the related premium may represent a return on the securities that is significantly less than the appreciation of the underlying index from the pricing date to the potential autocall date. |
| Premium: |
The premium applicable to the potential autocall date and the final valuation date is set forth below. The premium may be significantly less than the appreciation of the underlying index from the pricing date to the applicable valuation date. |
| · | April 14, 2027: | 11.30% of the stated principal amount | |
| · | Final valuation date: | 22.60% of the stated principal amount |
| Payment at maturity: |
If the securities are not automatically redeemed prior to maturity, you will be entitled to receive at maturity, for each $1,000 stated principal amount security you then hold: ▪ If the final index level is greater than or equal to the initial index level: $1,000 + the greater of (i) the premium applicable to the final valuation date and (ii) ($1,000 × the index return) ▪ If the final index level is less than the initial index level but greater than or equal to the barrier level: $1,000 ▪ If the final index level is less than the barrier level: $1,000 + ($1,000 × the index return) If the final index level is less than the barrier level, your payment at maturity will be less, and possibly significantly less, than $700 per security. You should not invest in the securities unless you are willing and able to bear the risk of losing up to all of your investment. |
| Listing: | The securities will not be listed on any securities exchange |
| Underwriter: | Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal |
| Underwriting fee and issue price: | Issue price(1)(2) | Underwriting fee(3) | Proceeds to issuer(3) |
| Per security: | $1,000.00 | $15.00 | $985.00 |
| Total: | $7,450,000.00 | $111,750.00 | $7,338,250.00 |
(Key Terms continued on next page)
(1) On the date of this pricing supplement, the estimated value of the securities is $986.30 per security, which is less than the issue price. The estimated value of the securities is based on CGMI’s proprietary pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other 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 from you at any time after issuance. See “Valuation of the Securities” in this pricing supplement.
(2) The issue price for investors purchasing the securities in fiduciary accounts is $985.00 per security.
(3) CGMI will receive an underwriting fee of $15.00 for each security sold in this offering. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the securities and, from the underwriting fee to CGMI, will receive a placement fee of $15.00 for each security they sell in this offering to accounts other than fiduciary accounts. CGMI and the placement agents will forgo an underwriting fee and placement fee for sales to fiduciary accounts. For more information on the distribution of the securities, see “Supplemental Plan of Distribution” in this pricing supplement. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus. In addition, CGMI will pay to one or more electronic platform providers a fee of $1.00 for each security sold in this offering where related selected dealers and/or custodians implement or utilize such providers.
Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Summary Risk Factors” beginning on page PS-8.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
You should read this pricing supplement together with the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below:
| Product Supplement No. EA-02-12 dated February 25, 2026 | Underlying Supplement No. 13 dated February 25, 2026 |
Prospectus Supplement and Prospectus each dated February 25, 2026
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
| KEY TERMS (continued) | |
| Initial index level: | 6,575.32, the closing level of the underlying index on the pricing date |
| Final index level: | The closing level of the underlying index on the final valuation date |
| Index return: | (i) The final index level minus the initial index level, divided by (ii) the initial index level |
| Barrier level: | 4,602.724, 70% of the initial index level |
| Paying agent: | Citibank, N.A. |
| CUSIP / ISIN: | 17332VMK7 / US17332VMK79 |
| April 2026 | PS-2 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
Additional Information
General. The terms of the securities are set forth in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement. The accompanying product supplement, prospectus supplement and prospectus contain important disclosures that are not repeated in this pricing supplement. For example, certain events may occur that could affect whether the securities are automatically redeemed as well as your payment at maturity. These events and their consequences are described in the accompanying product supplement in the sections “Description of the Securities—Consequences of a Market Disruption Event; Postponement of a Valuation Date” and “Description of the Securities—Certain Additional Terms for Securities Linked to an Underlying Index—Discontinuance or Material Modification of an Underlying Index,” and not in this pricing supplement (except as set forth in the next paragraph). The accompanying underlying supplement contains important disclosures regarding the underlying index that are not repeated in this pricing supplement. It is important that you read the accompanying product supplement, underlying supplement, prospectus supplement and prospectus together with this pricing supplement in connection with your investment in the securities. Certain terms used but not defined in this pricing supplement are defined in the accompanying product supplement.
Postponement of the Final Valuation Date; Postponement of the Maturity Date. If the scheduled final valuation date is not a scheduled trading day, the final valuation date will be postponed to the next succeeding scheduled trading day. In addition, if a market disruption event occurs on the scheduled final valuation date, the calculation agent may, but is not required to, postpone the final valuation date to the next succeeding scheduled trading day on which a market disruption event does not occur. However, in no event will the scheduled final valuation date be postponed more than five scheduled trading days after the originally scheduled final valuation date as a result of a market disruption event occurring on the scheduled final valuation date. If the final valuation date is postponed so that it falls less than three business days prior to the scheduled maturity date, the maturity date will be postponed to the third business day after the final valuation date as postponed. The provisions in this paragraph supersede the related provisions in the accompanying product supplement to the extent the provisions in this paragraph are inconsistent with those provisions. The terms “scheduled trading day” and “market disruption event” are defined in the accompanying product supplement.
| April 2026 | PS-3 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
Hypothetical Payment Upon Automatic Early Redemption
The table below illustrates how the amount payable per security will be calculated if the closing level of the underlying index on the potential autocall date is greater than or equal to the initial index level or the final index level with respect to the final valuation date is greater than or equal to the initial index level.
| If the closing level of the underlying index on the potential autocall date is greater than or equal to the initial index level or the final index level with respect to the final valuation date is greater than or equal to the initial index level… | . . . then you will receive the following payment per $1,000 security upon automatic early redemption or at maturity, as applicable: |
| April 14, 2027 | $1,000.00 + the applicable premium = $1,000.00 + $113.00 = $1,113.00 |
| Final valuation date |
$1,000 + the greater of (i) the applicable premium and (ii) ($1,000 × the index return)
= $1,000 + the greater of (i) $226.00 and (ii) ($1,000 × the index return)
|
If the closing level of the underlying index on the potential autocall date is less than the initial index level and the final index level is less than the initial index level, you will not receive the payment indicated above following that date. In order to receive the payment indicated above, the closing level of the underlying index on the potential autocall date must be greater than or equal to the initial index level or the final index level with respect to the final valuation date must be greater than or equal to the initial index level.
| April 2026 | PS-4 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
Payment at Maturity Diagram
The diagram below illustrates your payment at maturity, assuming the securities have not previously been automatically redeemed, for a range of hypothetical index returns.
| Payment at Maturity Diagram | |
 | |
| n The Securities | n The Underlying Index |
| April 2026 | PS-5 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
Hypothetical Examples of the Payment at Maturity
The table and examples below illustrate various hypothetical payments at maturity assuming a hypothetical initial index level of 100.00, a hypothetical barrier level of 70.00 and various hypothetical final index levels, assuming the securities are not automatically redeemed prior to maturity. Your actual payment at maturity per security will depend on the actual initial index level, barrier level and final index level and may differ substantially from the examples shown. It is impossible to predict whether you will realize a gain or loss on your investment in the securities. Figures in the table and examples below have been rounded for ease of analysis. The table and examples below are intended to illustrate how your payment at maturity will depend on whether the final index level is greater than or less than the initial index level and by how much.
| Hypothetical Final Index Level | Hypothetical Index Return | Hypothetical Payment at Maturity per Security | Hypothetical Total Return on Securities at Maturity(1) |
| 200.00 | 100.00% | $2,000.00 | 100.00% |
| 190.00 | 90.00% | $1,900.00 | 90.00% |
| 180.00 | 80.00% | $1,800.00 | 80.00% |
| 170.00 | 70.00% | $1,700.00 | 70.00% |
| 160.00 | 60.00% | $1,600.00 | 60.00% |
| 150.00 | 50.00% | $1,500.00 | 50.00% |
| 140.00 | 40.00% | $1,400.00 | 40.00% |
| 130.00 | 30.00% | $1,300.00 | 30.00% |
| 122.60 | 22.60% | $1,226.00 | 22.60% |
| 120.00 | 20.00% | $1,226.00 | 22.60% |
| 110.00 | 10.00% | $1,226.00 | 22.60% |
| 100.00 | 0.00% | $1,226.00 | 22.60% |
| 95.00 | -5.00% | $1,000.00 | 0.00% |
| 90.00 | -10.00% | $1,000.00 | 0.00% |
| 80.00 | -20.00% | $1,000.00 | 0.00% |
| 70.00 | -30.00% | $1,000.00 | 0.00% |
| 69.99 | -30.01% | $699.90 | -30.01% |
| 60.00 | -40.00% | $600.00 | -40.00% |
| 50.00 | -50.00% | $500.00 | -50.00% |
| 40.00 | -60.00% | $400.00 | -60.00% |
| 30.00 | -70.00% | $300.00 | -70.00% |
| 20.00 | -80.00% | $200.00 | -80.00% |
| 10.00 | -90.00% | $100.00 | -90.00% |
| 0.00 | -100.00% | $0.00 | -100.00% |
(1) Hypothetical total return on securities at maturity = (i) hypothetical payment at maturity per security minus $1,000 stated principal amount per security, divided by (ii) $1,000 stated principal amount per security
Example 1—Upside Scenario A. The hypothetical final index level is 110.00 (a 10.00% increase from the hypothetical initial index level), which is greater than the hypothetical initial index level.
Payment at maturity per security = $1,000 + the greater of (i) the premium applicable to the final valuation date and (ii) ($1,000 × the index return)
= $1,000 + the greater of (i) $226.00 and (ii) ($1,000 × 10.00%)
= $1,000 + $226.00
= $1,226.00
In this scenario, the underlying index appreciated from the hypothetical initial index level to the hypothetical final index level and the premium applicable to the final valuation date is greater than the return you would have received based on the performance of the underlying index. As a result, your payment at maturity per security would be equal to the $1,000 stated principal amount plus the premium applicable to the final valuation date.
| April 2026 | PS-6 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
Example 2—Upside Scenario B. The hypothetical final index level is 175.00 (a 75.00% increase from the hypothetical initial index level), which is greater than the hypothetical initial index level.
Payment at maturity per security = $1,000 + the greater of (i) the premium applicable to the final valuation date and (ii) ($1,000 × the index return)
= $1,000 + the greater of (i) $226.00 and (ii) ($1,000 × 75%)
= $1,000 + $750.00
= $1,750.00
In this scenario, the underlying index appreciated from the hypothetical initial index level to the hypothetical final index level and the 75% return based on the performance of the underlying index is greater than the premium applicable to the final valuation date. As a result, your total return on the securities at maturity would reflect 1-to-1 exposure to the positive performance of the underlying.
Example 3—Par Scenario. The hypothetical final index level is 90.00 (a 10.00% decrease from the hypothetical initial index level), which is less than the hypothetical initial index level but greater than the hypothetical barrier level.
Payment at maturity per security = $1,000.00
In this scenario, the underlying index depreciated from the hypothetical initial index level to the hypothetical final index level by less than 30%. As a result, your payment at maturity in this scenario would be equal to the $1,000 stated principal amount per security.
Example 4—Downside Scenario. The hypothetical final index level is 30.00 (a 70.00% decrease from the hypothetical initial index level), which is less than the hypothetical barrier level.
Payment at maturity per security = $1,000 + ($1,000 × the index return)
= $1,000 + ($1,000 × -70.00%)
= $1,000 + -$700.00
= $300.00
In this scenario, the underlying index depreciated from the hypothetical initial index level to the hypothetical final index level. As a result, your total return at maturity in this scenario would be negative and would reflect 1-to-1 exposure to the negative performance of the underlying index.
| April 2026 | PS-7 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
Summary Risk Factors
An investment in the securities is significantly riskier than an investment in conventional debt securities. The securities are subject to all of the risks associated with an investment in our conventional debt securities (guaranteed by Citigroup Inc.), including the risk that we and Citigroup Inc. may default on our obligations under the securities, and are also subject to risks associated with the underlying index. Accordingly, the securities are suitable only for investors who are capable of understanding the complexities and risks of the securities. You should consult your own financial, tax and legal advisors as to the risks of an investment in the securities and the suitability of the securities in light of your particular circumstances.
The following is a summary of certain key risk factors for investors in the securities. You should read this summary together with the more detailed description of risks relating to an investment in the securities contained in the section “Risk Factors Relating to the Securities” beginning on page EA-6 in the accompanying product supplement. You should also carefully read the risk factors included in the accompanying prospectus supplement and in the documents incorporated by reference in the accompanying prospectus, including Citigroup Inc.’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which describe risks relating to the business of Citigroup Inc. more generally.
| § | You may lose some or all of your investment. Unlike conventional debt securities, the securities do not provide for the repayment of the stated principal amount at maturity in all circumstances. Instead, your payment at maturity will depend on the performance of the underlying index. If the securities are not automatically redeemed prior to maturity and the final index level is less than the barrier level, you will lose 1% of the stated principal amount of the securities for every 1% by which the final index level is less than the initial index level. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment. |
| § | The barrier feature of the securities exposes you to particular risks. If the final index level is less than the barrier level, the contingent repayment of the stated principal amount at maturity will not apply and you will lose 1% of the stated principal amount of the securities for every 1% by which the final index level is less than the initial index level. Unlike securities with a non-contingent barrier feature, the securities offer no protection at all if the underlying index depreciates by more than 30% from the initial index level to the final index level. As a result, you may lose your entire investment in the securities. |
| § | The securities do not pay interest. Unlike conventional debt securities, the securities do not pay interest or any other amounts prior to maturity. You should not invest in the securities if you seek current income during the term of the securities. |
| § | Investing in the securities is not equivalent to investing in the underlying index or the stocks that constitute the underlying index. You will not have voting rights, rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute the underlying index. |
| § | Your payment at maturity depends on the closing level of the underlying index on the valuation dates. Because your payment at maturity depends on the closing level of the underlying index solely on the valuation dates, you are subject to the risk that the closing level of the underlying index on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the securities. If you had invested directly in the underlying index or in another instrument linked to the underlying index that you could sell for full value at a time selected by you, or if the payment at maturity were based on an average of closing levels of the underlying index, you might have achieved better returns. |
| § | The securities may be automatically redeemed prior to maturity, limiting the term of the securities. The securities will be automatically redeemed prior to maturity if the closing level of the underlying index on the potential autocall date is greater than or equal to the initial index level. Thus, the term of the securities may be limited to as short as approximately one year. If the securities are automatically redeemed prior to maturity, you will not have the opportunity to participate in any appreciation of the underlying index. Moreover, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk. |
| § | The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If we default on our obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under 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 will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. CGMI currently intends to make a secondary market in relation to the securities and to provide an indicative bid price for the securities on a daily basis. Any indicative bid price for the securities provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the securities can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the securities because it is likely that CGMI will be the only broker-dealer that is willing to buy your securities prior to maturity. Accordingly, an investor must be prepared to 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 rate, is less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging the securities that are included in the issue price. These costs include (i) the placement fees paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the |
| April 2026 | PS-8 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
securities and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the economic terms of the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See “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 the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the underlying index, dividend yields on the stocks that constitute the underlying index and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the securities for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead, 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 value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance of the securities. Our internal funding rate is generally lower than our secondary market rate, which is the rate that CGMI will use in determining the value of the securities for purposes of any purchases of the securities from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we will pay to investors in the securities, which do not bear interest. |
Because there is not an active market for traded instruments referencing our outstanding debt obligations, CGMI determines our secondary market rate based on the market price of traded instruments referencing the debt obligations of Citigroup Inc., our parent company and the guarantor of all payments due on the securities, but subject to adjustments that CGMI makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects the market’s perception of our parent company’s creditworthiness as adjusted for discretionary factors such as CGMI’s preferences with respect to purchasing the securities prior to maturity.
| § | The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you in the secondary market. Any such secondary market price will fluctuate over the term of the securities based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the securities determined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the securities than if our internal funding rate were used. In addition, any secondary market price for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As 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 prior to maturity will fluctuate based on the level and volatility of the underlying index and a number of other factors, including the price and volatility of the stocks that constitute the underlying index, the dividend yields on the stocks that constitute the underlying index, interest rates generally, the time remaining to maturity and our and Citigroup Inc.’s creditworthiness, as reflected in our secondary market rate. Changes in the level of the underlying index may not result in a comparable change in the value of your securities. You should understand that the value of your securities at any time prior to maturity may be significantly less than the issue price. |
| § | Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment. The amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Securities” in this pricing supplement. |
| § | Our offering of the securities does not constitute a recommendation of the underlying index by CGMI or its affiliates or by the placement agents or their affiliates. The fact that we are offering the securities does not mean that we believe, or that the placement agents or their affiliates believe, that investing in an instrument linked to the underlying index is likely to achieve favorable returns. In fact, as we and the placement agents are part of global financial institutions, our affiliates and the placement agents and their affiliates may have positions (including short positions) in the stocks that constitute the underlying index or in instruments related to the underlying index or such stocks over the term of the securities, and may publish research or express opinions, that in each case are inconsistent with an investment linked to the underlying index. These and other activities of our affiliates or the placement agents or their affiliates may affect the level of the underlying index in a way that has a negative impact on your interests as a holder of the securities. |
| April 2026 | PS-9 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
| § | The level of the underlying index may be adversely affected by our or our affiliates’ hedging and other trading activities. We have hedged our obligations under the securities through CGMI or other of our affiliates, who have taken positions directly in the stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks and may adjust such positions during the term of the securities. Our affiliates and the placement agents and their affiliates also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index or such stocks on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities could affect the level of the underlying index in a way that negatively affects the value of the securities. They could also result in substantial returns for us or our affiliates or the placement agents or their affiliates while the value of the securities declines. |
| § | We and our affiliates or the placement agents or their affiliates may have economic interests that are adverse to yours as a result of our affiliates’ or their business activities. Our affiliates or the placement agents or their affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute the underlying index, including extending loans to, making equity investments in or providing advisory services to such issuers. In the course of this business, we or our affiliates or the placement agents or their affiliates may acquire non-public information about such issuers, which we and they will not disclose to you. Moreover, if any of our affiliates or the placement agents or their affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are available to them without regard to your interests. |
| § | The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities. If certain events occur, such as market disruption events or the discontinuance of the underlying index, CGMI, as calculation agent, will be required to make discretionary judgments that could significantly affect your payment at maturity. In making these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the securities. |
| § | Adjustments to the underlying index may affect the value of your securities. S&P Dow Jones Indices LLC (the “underlying index publisher”) may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes that could affect the level of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the underlying index at any time without regard to your interests as holders of the securities. |
| § | The U.S. federal tax consequences of an investment in the securities are unclear. There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal tax treatment of the securities, possibly retroactively. |
If you are a non-U.S. investor, you should review the discussion of withholding tax issues in “United States Federal Tax Considerations—Non-U.S. Holders” below.
You should read carefully the discussion under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and “United States Federal Tax Considerations” in this pricing supplement. You should also consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
| April 2026 | PS-10 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
Information About the S&P 500® Index
The S&P 500® Index consists of common stocks of 500 issuers selected to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. It is calculated and maintained by S&P Dow Jones Indices LLC. The S&P 500® Index is reported by Bloomberg L.P. under the ticker symbol “SPX.”
“Standard & Poor’s,” “S&P” and “S&P 500®” are trademarks of Standard & Poor’s Financial Services LLC and have been licensed for use by Citigroup Inc. and its affiliates. For more information, see “Equity Index Descriptions—The S&P U.S. Indices—License Agreement” in the accompanying underlying supplement.
Please refer to the section “Equity Index Descriptions—The S&P U.S. Indices” in the accompanying underlying supplement for important disclosures regarding the S&P 500® Index.
Historical Information
The closing level of the underlying index on April 1, 2026 was 6,575.32.
The graph below shows the closing level of the underlying index for each day such level was available from January 4, 2016 to April 1, 2026. We obtained the closing levels from Bloomberg L.P., without independent verification. You should not take the historical levels of the underlying index as an indication of future performance.
| S&P 500® Index – Historical Closing Levels January 4, 2016 to April 1, 2026 |
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| April 2026 | PS-11 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
United States Federal Tax Considerations
You should read carefully the discussion under “United States Federal Tax Considerations” and “Risk Factors Relating to the Securities” in the accompanying product supplement and “Summary Risk Factors” in this pricing supplement.
In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, a security should be treated as a prepaid forward contract for U.S. federal income tax purposes. By purchasing a security, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to this treatment. There is uncertainty regarding this treatment, and the IRS or a court might not agree with it.
Assuming this treatment of the securities is respected and subject to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal income tax consequences should result under current law:
| · | You should not recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or exchange. |
| · | Upon a sale or exchange of a security (including retirement at maturity), you should recognize capital gain or loss equal to the difference between the amount realized and your tax basis in the security. Such gain or loss should be long-term capital gain or loss if you held the security for more than one year. |
We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult 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 States Federal Tax Considerations” in the accompanying product supplement, if you are a Non-U.S. Holder (as defined in the accompanying product supplement) of the securities, you generally should not be subject to U.S. federal withholding or income tax in respect of any amount paid to you with respect to the securities, provided that (i) income in respect of the securities is not effectively connected with 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 Consequences to Non-U.S. Holders” in the accompanying product supplement, Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities (“U.S. Underlying Equities”) or indices that include U.S. Underlying Equities. Section 871(m) generally applies to instruments that substantially replicate the economic performance of one or more U.S. Underlying Equities, as determined based on tests set forth in the applicable Treasury regulations. However, the regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on the terms of the securities and representations provided by us, our counsel is of the opinion that the securities should not be treated as transactions that have a “delta” of one within the meaning of the regulations with respect to any U.S. Underlying Equity 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) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover, Section 871(m) is complex and its application may depend on your particular circumstances, including your other transactions. You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.
If withholding tax applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read in combination with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing of the securities.
You should also consult your tax adviser regarding all aspects of the U.S. federal income and estate tax consequences of an investment in the securities and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
| April 2026 | PS-12 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
Supplemental Plan of Distribution
CGMI, an affiliate of Citigroup Global Markets Holdings Inc. and the underwriter of the sale of the securities, is acting as principal and will receive an underwriting fee of $15.00 for each security sold in this offering. J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the securities and, from the underwriting fee to CGMI, will receive a placement fee of $15.00 for each security they sell in this offering to accounts other than fiduciary accounts. The amount of the underwriting fee to CGMI will be equal to the placement fee paid to the placement agents. CGMI and the placement agents will forgo an underwriting fee and placement fee for sales to fiduciary accounts. In addition to the underwriting fee, CGMI and its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See “Use of Proceeds and Hedging” in the accompanying prospectus. For the avoidance of doubt, the fees and commissions described on the cover of this pricing supplement will not be rebated or subject to amortization if the securities are automatically redeemed.
See “Plan of Distribution; Conflicts of Interest” in the accompanying product supplement and “Plan of Distribution” in each of the accompanying prospectus supplement and prospectus for additional information.
Valuation of the Securities
CGMI calculated the estimated value of the securities set forth on the cover page of this pricing supplement based on proprietary pricing models. CGMI’s proprietary pricing models generated an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the securities, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying the economic terms of the securities (the “derivative component”). CGMI calculated the estimated value of the bond component using a discount rate based on our internal funding rate. CGMI calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on various inputs, including the factors described under “Summary Risk Factors—The value of the securities prior to maturity will fluctuate based on many unpredictable factors” in this pricing supplement, but not including our or Citigroup Inc.’s creditworthiness. These inputs may be market-observable or may be based on assumptions made by CGMI in its discretionary judgment.
For a period of approximately six months following issuance of the securities, the price, if any, at which CGMI would be willing to buy the securities from investors, and the value that will be indicated for the securities on any brokerage account statements prepared by CGMI or its affiliates (which value CGMI may also publish through one or more financial information vendors), will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents a portion of the hedging profit expected to be realized by CGMI or its affiliates over the term of the securities. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the six-month temporary adjustment period. However, CGMI is not obligated to buy the securities from investors at any time. See “Summary Risk 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 counsel to Citigroup Global Markets Holdings Inc., when the securities offered by this pricing supplement have been executed and issued by Citigroup Global Markets Holdings Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such securities and the related guarantee of Citigroup Inc. will be valid and binding obligations of Citigroup Global Markets Holdings Inc. and Citigroup Inc., respectively, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (x) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the securities to the extent determined to constitute unearned interest. This opinion is given as of the date of this pricing supplement and is 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 no opinion as to (i) any law, rule or regulation that is applicable to Citigroup Global Markets Holdings Inc. or Citigroup Inc., the indenture, the securities, the related guarantee (together with the indenture and the securities, the “Documents”) or such transactions solely 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 affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security.
In addition, this opinion is subject to the assumptions set forth in the letter of Davis Polk & Wardwell LLP dated February 25, 2026, which has been filed as an exhibit to the Registration Statement on Form S-3 by Citigroup Global Markets Holdings Inc. and Citigroup Inc. on February 25, 2026, that the Documents have been duly authorized, executed, authenticated (if applicable) and delivered by, and are each a valid, binding and enforceable agreement of, each party thereto (other than as expressly covered above in respect of Citigroup Global Markets Holdings Inc. and Citigroup Inc.) and that the terms of the securities and the issuance, execution, delivery and performance by Citigroup Global Markets Holdings Inc. and Citigroup Inc. of the securities and the related guarantee do not contravene, or constitute a default under, any judgment, injunction, order or decree or any agreement or other instrument binding upon Citigroup Global Markets Holdings Inc. or Citigroup Inc.
| April 2026 | PS-13 |
| Citigroup Global Markets Holdings Inc. |
| Autocallable Enhanced Contingent Barrier Notes Based on the S&P 500® Index Due April 6, 2028 |
© 2026 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.
| April 2026 | PS-14 |