424B2 1 y29262424b2.htm WFC ARC 5987

 

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject To Completion, dated February 10, 2026

PRICING SUPPLEMENT dated February , 2026

(To Product Supplement No. WF1 dated March 25, 2025,

Prospectus Supplement dated March 25, 2025

and Prospectus dated March 25, 2025)

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-285508

 

Bank of Montreal

Senior Medium-Term Notes, Series K

ETF Linked Securities

 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

nLinked to the U.S. Global Jets ETF (the “Underlier”)
nUnlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described below. Whether the securities are automatically called for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case, on the closing value of the Underlier on the relevant call date
nAutomatic Call. If the closing value of the Underlier on any call date is greater than or equal to the threshold value, the securities will be automatically called for the face amount plus the call premium applicable to that call date. The call premium applicable to each call date will be a percentage of the face amount that increases for each call date based on a simple (non-compounding) return of at least approximately 7.13% per annum (to be determined on the pricing date)
    Call Date Call Premium*
    March 4, 2027 At least 7.13%
    September 7, 2027 At least 10.695%
    March 6, 2028 At least 14.26%
    September 5, 2028 At least 17.825%
    February 27, 2029 (the “final calculation day”) At least 21.39%
    *The actual call premium for each call date will be determined on the pricing date.
nMaturity Payment Amount. If the securities are not automatically called, which means that the ending value is less than the starting value by more than the buffer amount of 15%, you will receive a maturity payment amount that will be less than the face amount and you will have 1-to-1 downside exposure to the decrease in the value of the Underlier in excess of the buffer amount.
nInvestors may lose up to 85% of the face amount
nAny positive return on the securities will be limited to the applicable call premium, even if the closing value of the Underlier on the applicable call date significantly exceeds the starting value. You will not participate in any appreciation of the Underlier beyond the applicable fixed call premium
nAll payments on the securities are subject to the credit risk of Bank of Montreal, and you will have no ability to pursue the shares of the Underlier or any securities held by the Underlier for payment; if Bank of Montreal defaults on its obligations, you could lose some or all of your investment
nNo periodic interest payments or dividends
nNo exchange listing; designed to be held to maturity or automatic call

On the date of this preliminary pricing supplement, the estimated initial value of the securities is $964.60 per security. The estimated initial value of the securities at pricing may differ from this value but will not be less than $914.00 per security. However, as discussed in more detail in this pricing supplement, the actual value of the securities at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Value of the Securities” in this pricing supplement.

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” beginning on page PRS-8 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement, page S-2 of the prospectus supplement and page 9 of the prospectus.

The securities are the unsecured obligations of Bank of Montreal, and, accordingly, all payments on the securities are subject to the credit risk of Bank of Montreal. If Bank of Montreal defaults on its obligations, you could lose some or all of your investment. The securities are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency.

The securities are not bail-inable notes and are not subject to conversion into our common shares or the common shares of any of our affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

 

Original Offering Price

 

Agent Discount(1)(2)

 

Proceeds to Bank of Montreal

 
Per Security $1,000.00 $25.75 $974.25
Total      
(1)Wells Fargo Securities, LLC is the agent for the distribution of the securities and is acting as principal. See “Terms of the Securities— Agent” and “Estimated Value of the Securities” in this pricing supplement for further information.
(2)In respect of certain securities sold in this offering, our affiliate, BMO Capital Markets Corp., may pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

 

Wells Fargo Securities

 

  

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Terms of the Securities

 

Issuer: Bank of Montreal.
Market Measure: The U.S. Global Jets ETF (the “Underlier”) (Bloomberg ticker symbol: JETS).
Pricing Date*: February 27, 2026.
Issue Date*: March 4, 2026.
Original Offering
Price:
$1,000 per security.
Face Amount: $1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
Automatic Call:

If the closing value of the Underlier on any call date is greater than or equal to the threshold value, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium applicable to the relevant call date. The last call date is the final calculation day and payment upon an automatic call on the final calculation day, if applicable, will be made on the stated maturity date.

 

Any positive return on the securities will be limited to the applicable call premium, even if the closing value of the Underlier on the applicable call date significantly exceeds the starting value. You will not participate in any appreciation of the Underlier beyond the applicable call premium.

 

If the securities are automatically called, they will cease to be outstanding on the related call settlement date and you will have no further rights under the securities after that call settlement date. You will not receive any notice from us if the securities are automatically called.

 

The call premium applicable to each call date will be a percentage of the face amount that increases for each call date based on a simple (non-compounding) return of at least approximately 7.13% per annum (to be determined on the pricing date).

 

The actual call premium and payment per security upon an automatic call for each call date will be determined on the pricing date and will be at least the values specified in the table below.

    Call Date Call Premium Payment per Security
upon an Automatic Call
 
Call Dates* and   March 4, 2027 At least 7.13% At least $1,071.30  
Call Premiums:   September 7, 2027 At least 10.695% At least $1,106.95  
    March 6, 2028 At least 14.26% At least $1,142.60  
    September 5, 2028 At least 17.825% At least $1,178.25  
    February 27, 2029 At least 21.39% At least $1,213.90  
 

We refer to February 27, 2029 as the “final calculation day.”

 

The call dates are subject to postponement. See “—Market Disruption Events and Postponement Provisions” below.

Call Settlement
Date:
Three business days after the applicable call date (as each such call date may be postponed pursuant to “—Market Disruption Events and Postponement Provisions” below, if applicable); provided that the call settlement date for the last call date is the stated maturity date.
Stated Maturity
Date*:
March 2, 2029, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date.
Maturity Payment
Amount:

If the securities are not automatically called, which means that the ending value is less than the threshold value, then on the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The “maturity payment amount” per security will equal:

 

$1,000 × (performance factor + buffer amount)

 

If the securities are not automatically called, which means that the ending value is less than the threshold value, you will have 1-to-1 downside exposure to the decrease in the value of the Underlier in excess of the buffer amount, and will lose some, and possibly up to 85%, of the face amount of your securities at maturity.

 

 PRS-2 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Performance
Factor:
The ending value divided by the starting value (expressed as a percentage).
Starting Value: $       , the closing value of the Underlier on the pricing date.
Closing Value: Closing value has the meaning assigned to “fund closing price” set forth under “General Terms of the Securities—Certain Terms for Securities Linked to a Fund—Certain Definitions” in the accompanying product supplement. The closing value of the Underlier is subject to adjustment through the adjustment factor as described in the accompanying product supplement.
Ending Value: The “ending value” will be the closing value of the Underlier on the final calculation day.
Threshold Value: $       , which is equal to 85% of the starting value.
Buffer Amount: 15%
Market
Disruption
Events and
Postponement
Provisions:

Each call date (including the final calculation day) is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be postponed if the final calculation day is postponed and will be adjusted for non-business days.

 

For more information regarding adjustments to the call dates, the call settlement dates and the stated maturity date, see “General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to a Single Market Measure” and “—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product supplement, each call date (including the final calculation day) is a “calculation day,” and the call settlement date and the stated maturity date is a “payment date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General Terms of the Securities—Certain Terms for Securities Linked to a Fund—Market Disruption Events” in the accompanying product supplement.

Calculation
Agent:
BMO Capital Markets Corp. (“BMOCM”).
Material Tax
Consequences:
For a discussion of material U.S. federal income and certain estate tax consequences and Canadian federal income tax consequences of the ownership and disposition of the securities, see “United States Federal Income Tax Considerations” below, and the sections of the product supplement entitled “United States Federal Income Tax Considerations” and “Canadian Federal Income Tax Consequences.”
Agent:

Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. The agent will receive an agent discount of up to $25.75 per security. The agent may resell the securities to other securities dealers at the original offering price of the securities less a concession not in excess of $20.00 per security. Such securities dealers may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed to WFA, WFS may pay $0.75 per security of the agent discount that it receives to WFA as a distribution expense fee for each security sold by WFA.

 

In addition, in respect of certain securities sold in this offering, BMOCM may pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

 

WFS, BMOCM and/or one or more of their respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they assume the risks inherent in hedging our obligations under the securities. If WFS or any other dealer participating in the distribution of the securities or any of their affiliates conduct hedging activities for us in connection with the securities, that dealer or its affiliates will expect to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in connection with the sale of the securities to you.

Denominations: $1,000 and any integral multiple of $1,000.
CUSIP: 06376JX30

____________________

 

*To the extent that we make any change to the expected pricing date or expected issue date, the call dates and stated maturity date may also be changed in our discretion to ensure that the term of the securities remains the same.

 

 PRS-3 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Additional Information About the Issuer and the Securities

 

You should read this pricing supplement together with product supplement no. WF1 dated March 25, 2025, the prospectus supplement dated March 25, 2025 and the prospectus dated March 25, 2025 for additional information about the securities. To the extent that disclosure in this pricing supplement is inconsistent with the disclosure in the product supplement, prospectus supplement or prospectus, the disclosure in this pricing supplement will control. Certain defined terms used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.

 

Our Central Index Key, or CIK, on the SEC website is 927971. When we refer to “we,” “us” or “our” in this pricing supplement, we refer only to Bank of Montreal.

 

You may access the product supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

Product Supplement No. WF1 dated March 25, 2025:

https://www.sec.gov/Archives/edgar/data/927971/000121465925004724/b321251424b2.htm

 

Prospectus Supplement and Prospectus dated March 25, 2025:

https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm

 

 PRS-4 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Estimated Value of the Securities

 

Our estimated initial value of the securities equals the sum of the values of the following hypothetical components:

 

·a fixed-income debt component with the same tenor as the securities, valued using our internal funding rate for structured notes; and

 

·one or more derivative transactions relating to the economic terms of the securities.

 

The internal funding rate used in the determination of the initial estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value of these derivative transactions is derived from our internal pricing models. These models are based on factors such as the traded market prices of comparable derivative instruments and on other inputs, which include volatility, dividend rates, interest rates and other factors. As a result, the estimated initial value of the securities is based on market conditions at the time it is calculated.

 

For more information about the estimated initial value of the securities, see “Selected Risk Considerations” below.

 

 PRS-5 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Investor Considerations

 

The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:

 

§believe that the closing value of the Underlier will be greater than or equal to the threshold value on one of the call dates;

 

§seek the potential for a fixed return if the closing value of the Underlier on any call date is greater than or equal to the threshold value in lieu of full participation in any potential appreciation of the Underlier;

 

§are willing to accept the risk that, if the closing value of the Underlier on each call date is less than the threshold value, they will not receive any positive return on their investment in the securities;

 

§are willing to accept the risk that, if the securities are not automatically called, which means that the ending value is less than the threshold value, they will lose some, and possibly a significant portion, of the face amount per security at maturity;

 

§understand that the term of the securities may be reduced, and that they will not receive a higher call premium payable with respect to a later call date if the securities are called on an earlier call date;

 

§are willing to forgo interest payments on the securities and dividends on the shares of the Underlier and the securities held by the Underlier; and

 

§are willing to hold the securities until maturity or automatic call.

 

The securities may not be an appropriate investment for investors who:

 

§seek a liquid investment or are unable or unwilling to hold the securities to maturity or automatic call;

 

§require full payment of the face amount of the securities at stated maturity;

 

§believe that the closing value of the Underlier on each call date will be less than the threshold value;

 

§seek a security with a fixed term;

 

§are unwilling to accept the risk that, if the closing value of the Underlier on each call date is less than the threshold value, they will not receive any positive return on the securities;

 

§are unwilling to accept the risk that the securities may not be automatically called, which means that the ending value is less than the threshold value, and they will lose some, and possibly a significant portion, of the face amount per security at maturity;

 

§are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value set forth on the cover page;

 

§seek current income over the term of the securities;

 

§are unwilling to accept the risk of exposure to the Underlier;

 

§seek exposure to the upside performance of the Underlier beyond the applicable call premiums;

 

§are unwilling to accept the credit risk of Bank of Montreal to obtain exposure to the Underlier generally, or to the exposure to the Underlier that the securities provide specifically; or

 

§prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

 

The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the sections titled “Selected Risk Considerations” herein and “Risk Factors” in the accompanying product supplement for risks related to an investment in the securities. For more information about the Underlier, please see the section titled “The Underlier” below.

 

 PRS-6 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Determining Timing and Amount of Payment on the Securities

 

Whether the securities are automatically called on any call date for the applicable call premium will be determined based on the closing value of the Underlier on the applicable call date as follows:

 

 

 

If the securities have not been automatically called, which means that the ending value is less than the threshold value, then on the stated maturity date, you will receive a cash payment per security (the maturity payment amount) calculated as follows:

 

 

 PRS-7 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Selected Risk Considerations

 

The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to an investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the securities generally in the “Risk Factors” section of the accompanying product supplement and prospectus supplement. You should reach an investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the securities in light of your particular circumstances.

 

Risks Relating To The Securities Generally

 

If The Securities Are Not Automatically Called, You Will Lose Some, And Possibly Up To 85%, Of The Face Amount Of Your Securities At Maturity.

 

We will not repay you a fixed amount on the securities at stated maturity. If the closing value of the Underlier on each call date is less than the threshold value, the securities will not be automatically called. If the securities are not automatically called, which means that the ending value is less than the threshold value, the maturity payment amount will be less than the face amount and you will have 1-to-1 downside exposure to the decrease in the value of the Underlier in excess of the buffer amount, resulting in a loss of 1% of the face amount for every 1% decline in the Underlier in excess of the buffer amount. The threshold value is 85% of the starting value. As a result, if the ending value is less than the threshold value, you will lose some, and possibly up to 85%, of the face amount per security at maturity. This is the case even if the value of the Underlier is greater than or equal to the starting value or the threshold value at certain times during the term of the securities.

 

If the securities are not automatically called, your return on the securities will be negative, and therefore will be less than the return you would earn if you purchased a traditional interest-bearing debt security of Bank of Montreal or issued by another issuer with a similar credit rating with the same stated maturity date.

 

The Potential Return On The Securities Is Limited To The Call Premium And May Be Lower Than The Return On A Direct Investment In The Underlier.

 

The potential return on the securities is limited to the applicable call premium, regardless of the performance of the Underlier on the applicable call date. The Underlier on the applicable call date may appreciate by significantly more than the percentage represented by the applicable call premium from the pricing date through the applicable call date, in which case an investment in the securities will underperform a hypothetical alternative investment providing a 1-to-1 return based on the performance of the Underlier. In addition, you will not receive the value of dividends or other distributions paid with respect to the securities held by the Underlier. Furthermore, if the securities are called on an earlier call date, you will receive a lower call premium than if the securities were called on a later call date, and accordingly, if the securities are called on one of the earlier call dates, you will not receive the highest potential call premium.

 

The Securities Do Not Pay Interest.

 

The securities will not pay any interest. Accordingly, you should not invest in the securities if you seek current income during the term of the securities.

 

Higher Call Premiums Are Associated With Greater Risk.

 

The securities offer the potential to receive a call premium that reflects a per annum rate that is higher than the fixed rate we would pay on conventional debt securities of the same maturity. These higher potential call premiums are associated with greater levels of expected risk as of the pricing date as compared to conventional debt securities, including the risk that the securities will not be automatically called and the risk that you may lose some, and possibly a significant portion, of the face amount per security at maturity. The volatility of the Underlier is an important factor affecting this risk. Volatility is a measurement of the size and frequency of daily fluctuations in the value of the Underlier, typically observed over a specified period of time. Volatility can be measured in a variety of ways, including on a historical basis or on an expected basis as implied by option prices in the market. Greater expected volatility of the Underlier as of the pricing date may result in higher call premiums, but it also represents a greater expected likelihood as of the pricing date that the closing value of the Underlier will be less than the threshold value on each call date such that the securities will not be automatically called for the applicable call premium, and that the closing value of the Underlier will be less than the threshold value on the final calculation day such that you will lose some, and possibly a significant portion, of the face amount per security at maturity. In general, the higher the call premiums are relative to the fixed rate we would pay on conventional debt securities, the greater the expected risk that the securities will not be automatically called and that you will lose some, and possibly a significant portion, of the face amount per security at maturity.

 

 PRS-8 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

You Will Be Subject To Reinvestment Risk.

 

If your securities are automatically called early, the term of the securities may be reduced. There is no guarantee that you would be able to reinvest the proceeds from an investment in the securities at a comparable return for a similar level of risk in the event the securities are automatically called prior to maturity.

 

The Securities Are Subject To Credit Risk.

 

The securities are our obligations and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the securities are subject to our creditworthiness and you will have no ability to pursue the shares of the Underlier or any securities held by the Underlier for payment. As a result, our actual and perceived creditworthiness may affect the value of the securities and, in the event we were to default on our obligations under the securities, you may not receive any amounts owed to you under the terms of the securities.

 

The U.S. Federal Income Tax Consequences Of An Investment In The Securities Are Unclear.

 

There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”) with respect to the securities. Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with our intended treatment of them, as described in “United States Federal Income Tax Considerations” below. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities, including the timing and character of income recognized by U.S. investors, and the withholding tax consequences to non-U.S. investors, might be materially and adversely affected. Even if the treatment of the securities is respected, a security may be treated as a “constructive ownership transaction,” with potentially adverse consequences described below under “United States Federal Income Tax Considerations.” Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal income tax treatment of the securities, possibly retroactively.

 

You should review carefully the sections of this pricing supplement and the accompanying product supplement entitled “United States Federal Income Tax Considerations” and consult your tax advisor regarding the U.S. federal income 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.

 

The Stated Maturity Date May Be Postponed If The Final Calculation Day Is Postponed.

 

The final calculation day will be postponed if the originally scheduled final calculation day is not a trading day or if the calculation agent determines that a market disruption event has occurred or is continuing on the final calculation day. If such a postponement occurs, the stated maturity date may be postponed. For additional information, see “General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day— Securities Linked to a Single Market Measure” and “—Payment Dates” in the accompanying product supplement.

 

Risks Relating To The Estimated Value Of The Securities And Any Secondary Market

 

The Estimated Value Of The Securities On The Pricing Date, Based On Our Proprietary Pricing Models, Will Be Less Than The Original Offering Price.

 

Our initial estimated value of the securities is only an estimate, and is based on a number of factors. The original offering price of the securities may exceed our initial estimated value, because costs associated with offering, structuring and hedging the securities are included in the original offering price, but are not included in the estimated value. These costs will include any agent discount and selling concessions and the cost of hedging our obligations under the securities through one or more hedge counterparties (which may be one or more of our affiliates or an agent or its affiliates). Such hedging cost includes our or our hedge counterparty’s expected cost of providing such hedge, as well as the profit we or our hedge counterparty expect to realize in consideration for assuming the risks inherent in providing such hedge.

 

The Terms Of The Securities Are Not Determined By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.

 

To determine the terms of the securities, we use an internal funding rate that represents a discount from the credit spreads for our conventional fixed-rate debt. As a result, the terms of the securities are less favorable to you than if we had used a higher funding rate.

 

The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which WFS Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.

 

Our initial estimated value of the securities is derived using our internal pricing models. This value is based on market conditions and other relevant factors, which include volatility of the Underlier, dividend rates and interest rates. Different pricing models and assumptions, including those used by the agent, its affiliates or other market participants, could provide values for the securities that are greater than or less than our initial estimated value. In addition, market conditions and other relevant factors after the pricing date are expected to change, possibly rapidly, and our assumptions may prove to be incorrect. After the pricing date, the value of the securities could change dramatically due to changes in market conditions, our creditworthiness, and the other factors discussed in the next risk factor. These changes are likely to impact the price, if any, at which WFS or its affiliates or any other party (including us or our affiliates) would be willing to purchase the securities from you in any secondary market transactions. Our initial estimated value does not represent a minimum price at which WFS or any other party (including us or our affiliates) would be willing to buy your securities in any secondary market at any time.

 

 PRS-9 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time, the secondary market price offered by it, WFA or any of their affiliates will be affected by changes in market conditions and other factors described in the next risk factor. WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time up to the issue date or during the 3-month period following the issue date, the secondary market price offered by it, WFA or any of its affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the securities that are included in their original offering price. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period will be higher than it otherwise would be after this period, as any secondary market price offered after this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price will decline steadily to zero over this 3-month period. WFS has advised us that, if you hold the securities through an account with WFS, WFA or any of their affiliates, WFS expects that this increase will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your securities through an account at a broker-dealer other than WFS, WFA or any of their affiliates, the value of the securities on your brokerage account statement may be different than if you held your securities at WFS, WFA or any of their affiliates.

 

The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

 

The value of the securities prior to stated maturity will be affected by the then-current value of the Underlier, interest rates at that time and a number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, which are described in more detail in the accompanying product supplement, are expected to affect the value of the securities: performance of the Underlier; interest rates; volatility of the Underlier; time remaining to maturity; and dividend yields on the securities held by the Underlier. When we refer to the “value” of your securities, we mean the value you could receive for your securities if you are able to sell them in the open market before the stated maturity date.

 

In addition to these factors, the value of the securities will be affected by actual or anticipated changes in our creditworthiness. The value of the securities will also be limited by the automatic call feature because if the securities are automatically called, the return will not be greater than the applicable call premium. You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of the securities attributable to another factor, such as a change in the value of the Underlier. Because numerous factors are expected to affect the value of the securities, changes in the value of the Underlier may not result in a comparable change in the value of the securities.

 

The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.

 

The securities will not be listed or displayed on any securities exchange. Although the agent and/or its affiliates may purchase the securities from holders, they are not obligated to do so and are not required to make a market for the securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a secondary market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which the agent is willing to buy your securities.

 

If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your securities prior to stated maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to stated maturity.

 

Risks Relating To The Underlier

 

Any Payment Upon An Automatic Call Or At Stated Maturity Will Depend Upon The Performance Of The Underlier And Therefore The Securities Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.

 

·Investing In The Securities Is Not The Same As Investing In The Underlier. Investing in the securities is not equivalent to investing in the Underlier. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the shares of the Underlier for a period similar to the term of the securities because you will not receive any dividend payments, distributions or any other payments paid on those shares. As a holder of the securities, you will not have any voting rights or any other rights that holders of the Underlier would have.

 

·Historical Values Of The Underlier Should Not Be Taken As An Indication Of The Future Performance Of The Underlier During The Term Of The Securities.

 

 PRS-10 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

·Changes That Affect The Underlier Or The Fund Underlying Index May Adversely Affect The Value Of The Securities And Any Payments On The Securities.

 

·We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Held By The Underlier.

 

·We And Our Affiliates Have No Affiliation With The Fund Sponsor Or The Fund Underlying Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information.

 

·An Investment Linked To The Shares Of The Underlier Is Different From An Investment Linked To Its Fund Underlying Index.

 

·There Are Risks Associated With The Underlier.

 

·Anti-dilution Adjustments Relating To The Shares Of The Underlier Do Not Address Every Event That Could Affect Such Shares.

 

The Securities Are Subject To Risks Relating To Non-U.S. Securities Markets With Respect To The Underlier.

 

Some of the equity securities composing the Underlier are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.

 

The Securities Are Subject To Risks Relating To Emerging Markets.

 

Some of the equity securities composing the Underlier have been issued by companies in countries based in emerging markets. Emerging markets pose further risks in addition to the risks associated with investing in foreign equity markets generally. Countries with emerging markets may have relatively unstable financial markets and governments; may present the risks of nationalization of businesses; may impose restrictions on currency conversion, exports or foreign ownership and prohibitions on the repatriation of assets; may pose a greater likelihood of regulation by the national, provincial and local governments of the emerging market countries, including the imposition of currency exchange laws and taxes; and may have less protection of property rights, less access to legal recourse and less comprehensive financial reporting and auditing requirements than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions. The currencies of emerging markets may also be less liquid and more volatile than those of developed markets and may be affected by political and economic developments in different ways than developed markets. The foregoing factors may adversely affect the performance of companies based in emerging markets.

 

The Securities Are Subject To Currency Exchange Rate Risk.

 

The Underlier is composed of some non-U.S. equity securities denominated in a non-U.S. currency and the prices of those securities are converted into U.S. dollars for purposes of calculating the value of the Underlier. Therefore, investors in the securities will be exposed to currency exchange rate risk with respect to each of the currencies in which the non-U.S. equity securities held by the Underlier trade. An investor’s net exposure will depend on the extent to which the currencies of the non-U.S. equity securities held by the Underlier strengthen or weaken against the U.S. dollar and the relative weight of the non-U.S. equity securities denominated in those currencies. If, taking into account that weighting, the dollar strengthens against the currencies of the non-U.S. equity securities held by the Underlier, the value of the Underlier will be adversely affected and any amounts payable on the securities may be reduced.

 

The Equity Securities Composing the Underlier Are Concentrated in the Airline Sector.

 

All or substantially all of the equity securities composing the Underlier are issued by companies whose primary line of business is directly associated with the airline sector. As a result, the value of the securities may be subject to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. U.S. and international passenger airlines, aircraft manufacturers, airports and terminal services companies (collectively, “airline companies”) may be adversely affected by downturn in economic conditions, or other events, that could result in decreased demand for air travel. Airline companies may also be significantly affected by changes in fuel prices, which may be very volatile, the imposition of tariffs and/or changes in labor relations and insurance costs. Airline companies may also be highly dependent on aircraft or related equipment from a small number of suppliers, and consequently, issues affecting the availability, reliability, safety, or longevity of such aircraft or equipment may have a significant effect on the operations and profitability of airline companies.

 

 PRS-11 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Risks Relating To Conflicts Of Interest

 

Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.

 

You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a “participating dealer,” are potentially adverse to your interests as an investor in the securities. In engaging in certain of the activities described below and as discussed in more detail in the accompanying product supplement, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities. Our affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable investment return on the securities.

 

·The calculation agent is our affiliate and may be required to make discretionary judgments that affect the return you receive on the securities. BMOCM, which is our affiliate, will be the calculation agent for the securities. As calculation agent, BMOCM will determine any values of the Underlier and make any other determinations necessary to calculate any payments on the securities. In making these determinations, BMOCM may be required to make discretionary judgments that may adversely affect any payments on the securities. See the sections entitled “General Terms of the Securities— Certain Terms for Securities Linked to a Fund—Market Disruption Events” and “—Anti-dilution Adjustments Relating to a Fund; Alternate Calculation” in the accompanying product supplement. In making these discretionary judgments, the fact that BMOCM is our affiliate may cause it to have economic interests that are adverse to your interests as an investor in the securities, and BMOCM’s determinations as calculation agent may adversely affect your return on the securities.

 

·The estimated value of the securities was calculated by us and is therefore not an independent third-party valuation.

 

·Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the value of the Underlier.

 

·Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are held by the Underlier may adversely affect the value of the Underlier.

 

·Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the value of the Underlier.

 

·Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the value of the Underlier.

 

·A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or other fee, creating a further incentive for the participating dealer to sell the securities to you.

 

 PRS-12 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Hypothetical Examples and Returns

 

The payout profile, return tables and examples below illustrate hypothetical payments upon an automatic call or at stated maturity for a $1,000 face amount security on a hypothetical offering of securities under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent the actual starting value or threshold value. The hypothetical starting value of $100.00 has been chosen for illustrative purposes only and does not represent the actual starting value. The actual starting value and threshold value will be determined on the pricing date and will be set forth under “Terms of the Securities” above. For actual historical data of the Underlier, see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases the securities for $1,000 per security. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The actual amount you receive at stated maturity or upon automatic call and the resulting pre-tax total rate of return will depend on the actual terms of the securities.

 

Hypothetical Call Premiums:   Call Date Call Premium*  
    1st call date 7.13%  
    2nd call date 10.695%  
    3rd call date 14.26%  
    4th call date 17.825%  
    5th call date 21.39%  
    *In each case, based on the minimum call premiums as specified herein.
Hypothetical Starting Value:   $100.00
Hypothetical Threshold Value:   $85.00 (85% of the hypothetical starting value)
Buffer Amount:   15%

 

Hypothetical Payout Profile*

 

 

 

*Not all call dates reflected; reflects only the first, third, and final call dates for illustrative purposes only

 

 PRS-13 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Hypothetical Returns

 

If the securities are automatically called:

 

Hypothetical call date on which
securities are automatically called
Hypothetical payment
per security on related call
settlement date
Hypothetical pre-tax total rate of return(1)
1st call date $1,071.30 7.13%
2nd call date $1,106.95 10.695%
3rd call date $1,142.60 14.26%
4th call date $1,178.25 17.825%
5th call date $1,213.90 21.39%

 

If the securities are not automatically called:

 

Hypothetical
ending value
Hypothetical performance factor Hypothetical
maturity payment
amount per
security
Hypothetical
pre-tax total rate
of return(1)
84.00 84.00% $990.00 -1.00%
80.00 80.00% $950.00 -5.00%
70.00 70.00% $850.00 -15.00%
60.00 60.00% $750.00 -25.00%
50.00 50.00% $650.00 -35.00%
40.00 40.00% $550.00 -45.00%
20.00 20.00% $350.00 -65.00%
0.00 0.00% $150.00 -85.00%

 

(1)The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the payment per security upon automatic call or at stated maturity to the face amount of $1,000 (i.e., the payment per security minus $1,000, divided by $1,000).

 

 PRS-14 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Hypothetical Examples Of Payment Upon An Automatic Call Or At Stated Maturity

 

Example 1. The closing value of the Underlier on the first call date is greater than the threshold value, and the securities are automatically called on the first call date:

 

  The Underlier
Hypothetical starting value: $100.00
Hypothetical closing value on first call date: $125.00

 

Because the hypothetical closing value of the Underlier on the first call date is greater than the hypothetical threshold value, the securities are automatically called on the first call date and you will receive on the related call settlement date the face amount of your securities plus a call premium of 7.13% of the face amount. Even though the Underlier appreciated by 25.00% from its starting value to its closing value on the first call date in this example, your return is limited to the call premium of 7.13% that is applicable to that call date.

 

On the call settlement date, you would receive $1,071.30 per security.

 

Example 2. The securities are not automatically called prior to the last call date (the final calculation day). The closing value of the Underlier on the final calculation day is greater than the threshold value, and the securities are automatically called on the final calculation day:

 

  The Underlier
Hypothetical starting value: $100.00
Hypothetical closing value on call dates prior to the final calculation day: Various (all below threshold value)
Hypothetical closing value on final calculation day (i.e., the ending value): $95.00
Performance factor: 95.00%

 

Because the hypothetical closing value of the Underlier on each call date prior to the last call date (which is the final calculation day) is less than the hypothetical threshold value, the securities are not automatically called prior to the final calculation day. Because the hypothetical closing value of the Underlier on the final calculation day is greater than the hypothetical threshold value, the securities are automatically called on the final calculation day and you will receive on the related call settlement date (which is the stated maturity date) the face amount of your securities plus a call premium of 21.39% of the face amount.

 

On the call settlement date (which is the stated maturity date), you would receive $1,213.90 per security.

 

 PRS-15 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Example 3. The securities are not automatically called. The ending value is less than the threshold value and the maturity payment amount is less than the face amount:

 

  The Underlier
Hypothetical starting value: $100.00
Hypothetical closing value on each call date: Various (all below threshold value)
Hypothetical ending value: $50.00
Hypothetical threshold value: $85.00
Performance factor: 50.00%

 

Because the hypothetical closing value of the Underlier on each call date (including the final calculation day) is less than the hypothetical threshold value, the securities are not automatically called, which means that the ending value is less than the hypothetical starting value by more than the buffer amount. In these circumstances, you would lose a portion of the face amount of your securities and receive the maturity payment amount equal to:

 

= $1,000 × (performance factor + buffer amount)

 

= $1,000 × (50.00% + 15.00%)

 

= $650.00

 

On the stated maturity date, you would receive $650.00 per security, resulting in a loss of 35.00%.

 

 PRS-16 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

The Underlier

 

The U.S. Global Jets ETF is an investment portfolio managed by U.S. Global Investors, Inc., the investment adviser to the Underlier. The Underlier seeks to track the performance, before fees and expenses, of the U.S. Global Jets Index, a modified market capitalization weighted index composed of the exchange-listed common stocks (or depositary receipts) of U.S. and international passenger airlines, aircraft manufacturers, airports, terminal services companies and airline-related internet media and services companies (e.g., websites for purchasing airline tickets). Information provided to or filed with the SEC under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-179562 and 811-22668 and can be inspected through the SEC’s website at www.sec.gov. In addition, information may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. None of such publicly available information is incorporated by reference into this pricing supplement. The SPDR® Gold Trust is listed on the NYSE Arca, Inc. under the ticker symbol “JETS.”

 

 This pricing supplement relates only to the securities offered hereby and does not relate to the underlier. We have derived all disclosures contained in this pricing supplement regarding the underlier from the publicly available documents described in the preceding paragraph, without independent investigation. In connection with the offering of the securities, neither we nor any agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the underlier. Neither we nor any agent has independently verified the accuracy or completeness of any information with respect to the underlier in connection with the offer and sale of the securities. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph) that would affect the trading price of the underlier have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the underlier could affect the value of, and any payments on, the securities.

 

We and/or our affiliates may presently or from time to time engage in business with the underlier. In the course of such business, we and/or our affiliates may acquire non-public information with respect to the underlier, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the underlier. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws.

 

The U.S. Global Jets Index

 

We obtained all information contained in this term sheet regarding the U.S. Global Jets Index including, without limitation, its make-up, method of calculation and changes in its components, from publicly available information. That information reflects the policies of, and is subject to change by, U.S. Global Indices, LLC (“U.S. Global Indices”), a wholly-owned subsidiary of U.S. Global Investors. U.S. Global Indices has no obligation to continue to publish, and may discontinue publication of, the U.S. Global Jets Index at any time. Neither we nor any agent has independently verified the accuracy or completeness of any information with respect to the U.S. Global Jets Index in connection with the offer and sale of securities.

 

In addition, information about the U.S. Global Jets Index may be obtained from other sources including, but not limited to, U.S. Global Indices’ website. We are not incorporating by reference into this term sheet the website or any material it includes. Neither we nor any agent makes any representation that such publicly available information regarding the U.S. Global Jets Index is accurate or complete.

 

The U.S. Global Jets Index is a modified market capitalization weighted index composed of the exchange-listed common stocks (or depositary receipts) of U.S. and international passenger airlines, aircraft manufacturers, airports, terminal services companies and airline-related internet media and services companies (e.g., websites for purchasing airline tickets), which we collectively refer to as airline companies. The U.S. Global Jets Index includes small-, mid- and large-capitalization companies across the globe, with an emphasis on domestic passenger airlines.

 

Index Eligibility Criteria

 

To be eligible for inclusion in the U.S. Global Jets Index, companies are screened for investibility (e.g., must be listed on a securities exchange), minimum market capitalization and liquidity (minimum average daily value traded). At the time of each reconstitution of the U.S. Global Jets Index, the minimum market capitalization and liquidity are determined based on the aggregate net assets of investment products tracking the U.S. Global Jets Index (including the Underlier). The minimum market capitalization increases from $100 million to $400 million if such products have net assets exceeding $1 billion. The minimum liquidity increases from $500,000 to $5 million if such products have net assets of $100 million to $1 billion and increases further to $6 million if such products have net assets of at least $1 billion. Liquidity is measured by the average daily value traded (“Average Daily Value Traded”), which is the volume of a company’s shares traded over the past 3 months multiplied by its last closing price. An airline company is excluded from the U.S. Global Jets Index if: (i) its common stock is listed solely on a securities exchange in a country that does not allow the transfer of securities “free of payment” (e.g., Brazil, China, India, Russia, South Korea, Taiwan) and (ii) no depositary receipts for that company are listed on a securities exchange in a country other than those listed above.

 

 PRS-17 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Index Creation Process

 

A master list of the securities is initially prepared from the applicable index universe by applying the criteria of market capitalization and industry classification. Those that do not meet these criteria are removed from the initial selection list. Each company on the selection list is then screened for liquidity. The companies that do not meet the minimum Average Daily Value Traded are removed to obtain the final selection list. All companies on the final selection list are included in the U.S. Global Jets Index .

 

Index Maintenance

 

The U.S. Global Jets Index is rebalanced and reconstituted quarterly in March, June, September and December. At the time of each reconstitution of the U.S. Global Jets Index , the following tiered scheme is employed to allocate weights to the different securities in the index portfolio:

 

1.Each of the top four U.S. airlines companies, measured primarily by market capitalization, Average Daily Value Traded and, to a lesser extent, passenger load factor (ratio of revenue passenger miles to available seat miles), receives a 10% weighting.
2.Each of the next eight U.S. or Canadian airlines companies, measured by market capitalization, Average Daily Value Traded and passenger load factor (ratio of revenue passenger miles to available seat miles), receives a 3% weighting.
3.Each of the next eight U.S. or Canadian companies, measured by a fundamental factor ranking, receives a 2% weighting.
4.Each of the next top ten non-U.S. companies, measured by a fundamental factor ranking, receives a 1% weighting.
5.Each of the next twenty non-U.S. companies, measured by a fundamental factor ranking, receives a 0.5% weighting.

 

Tiers 3, 4 and 5 are scored based on multiple fundamental factors, including cash flow return on invested capital (net cash from operating activities divided by the average invested capital) and Average Dollar Value Traded with additional inputs based on sales per share growth (past 12-month percentage change in sales per share), gross margins (gross income divided by net sales or revenue) and trailing 12-month sales yield (sales per share divided by price per share).

 

 PRS-18 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

Historical Information

 

We obtained the closing prices of the Underlier in the graph below from Bloomberg Finance L.P. (“Bloomberg”), without independent verification.

 

The following graph sets forth daily closing prices of the Underlier for the period from January 4, 2021 to February 4, 2026. The closing price on February 4, 2026 was $29.81. The historical performance of the Underlier should not be taken as an indication of its future performance during the term of the securities.

 

 

 

 PRS-19 

Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to the U.S. Global Jets ETF due March 2, 2029

 

United States Federal Income Tax Considerations

 

Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the securities due to the lack of governing authority, in the opinion of our counsel Davis Polk & Wardwell LLP, under current law, and based on current market conditions, it is reasonable to treat a security as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. However, because our counsel’s opinion is based in part on market conditions as of the date of this document, it is subject to confirmation in the final pricing supplement. Assuming this treatment of the securities is respected, the tax consequences are as outlined in the discussion under “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Open Transactions” in the accompanying product supplement. Even if the treatment of the securities as “open transactions” is respected, a purchase of a security may be treated as entry into a “constructive ownership transaction,” within the meaning of Section 1260 of the Code. In that case, all or a portion of any long-term capital gain a U.S. investor would otherwise recognize in respect of a security would be recharacterized as ordinary income to the extent such gain exceeded the “net underlying long-term capital gain.” Any long-term capital gain recharacterized as ordinary income under Section 1260 would be treated as accruing at a constant rate over the period the U.S. investor held the securities, and the U.S. investor would be subject to an interest charge in respect of the deemed tax liability on the income treated as accruing in prior tax years. Due to the lack of governing authority, there is significant uncertainty as to whether or how these rules will apply to the securities. U.S. investors should read the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Securities Treated as Open Transactions—Possible Application of Section 1260 of the Code” in the accompanying product supplement for additional information and consult their tax advisors regarding the potential application of the “constructive ownership” rule.

 

We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) regarding the treatment of the securities. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities, including the timing and character of income recognized by U.S. investors, and the withholding tax consequences to non-U.S. investors, might be materially and adversely affected. For example, under one alternative characterization the securities may be treated as contingent payment debt instruments, which would require U.S. investors to accrue income periodically based on a “comparable yield” and generally would require non-U.S. investors to certify their non-U.S. status on an IRS Form W-8 to avoid a 30% (or a lower treaty rate) U.S. withholding tax. 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.

 

As discussed in the accompanying product supplement, Section 871(m) of the Code and the Treasury regulations thereunder (“Section 871(m)”) generally impose a 30% (or lower treaty rate) withholding tax on “dividend equivalents” paid or deemed paid to non-U.S. investors with respect to certain financial instruments linked to equities that could pay U.S.-source dividends for U.S. federal income tax purposes (“underlying securities”), as defined under the applicable Treasury regulations, or indices that include underlying securities. Section 871(m) generally applies to financial instruments that substantially replicate the economic performance of one or more underlying securities, as determined based on tests set forth in the applicable Treasury regulations. Pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2027 that do not have a delta of one with respect to any underlying security. Based on the terms of the securities and current market conditions, we expect that the securities will not have a delta of one with respect to any underlying security on the pricing date. However, we will provide an updated determination in the final pricing supplement. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on a non-U.S. investor’s particular circumstances, including whether the non-U.S. investor enters into other transactions with respect to an underlying security. If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. Non-U.S. investors should consult their tax advisors regarding the potential application of Section 871(m) to the securities.

 

Both U.S. and non-U.S. investors considering an investment in the securities should read the discussion under “United States Federal Income Tax Considerations” in the accompanying product supplement and consult their tax advisors regarding all aspects of the U.S. federal income and estate tax consequences of an investment in the securities, including possible alternative treatments, and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

 

PRS-20