Bank of Montreal (BMO) offers S&P 500‑linked callable notes; call premium 10.31%–12.09%
Rhea-AI Filing Summary
The Bank of Montreal is offering non‑interest bearing, principal‑at‑risk notes linked to the S&P 500® Index with $1,000 principal amounts per note. The notes may be automatically called on a call observation date (expected 12–14 months after trade date) for the principal plus a call premium (expected 10.31%–12.09%).
If not called, the stated maturity is expected at about 24 months and the maturity payment depends on index performance: positive participation equals a 150% upside participation rate on appreciation; negative performance results in a one‑for‑one loss of principal (you lose 1% of principal for each 1% the index declines). The issuer’s initial estimated value is expected to be $954.00–$984.00 per $1,000 principal amount; the notes are unsecured obligations of Bank of Montreal and are not FDIC‑insured.
Positive
- None.
Negative
- None.
Insights
Notes offer leveraged upside with full downside exposure and a limited early‑call cap.
The product links payout to the S&P 500® Index with a 150% upside participation rate if not called and a capped return equal to the call premium (expected between 10.31% and 12.09%) if automatically called. The structure provides leveraged upside only if the notes survive to maturity without being called.
Principal risk is symmetric: downward index moves cause direct principal loss at a 1:1 rate. Secondary‑market liquidity is uncertain; the issuer expects the initial estimated value to be $954.00–$984.00 per $1,000, reflecting embedded costs and hedging margins.
U.S. federal tax treatment is uncertain and could change investor outcomes.
Counsel opines the notes may be treated as a single financial contract and an open transaction for U.S. tax purposes, but the issuer will not seek an IRS ruling. Alternative characterizations (e.g., contingent payment debt) could materially change timing and withholding.
Section 871(m) considerations are noted: issuer expects the notes will not have a delta of one on pricing, but will update in the final pricing supplement. Tax outcomes depend on future guidance and investor circumstances.
Key Figures
Key Terms
Automatic Call financial
Upside Participation Rate financial
Open Transaction (tax) regulatory
Section 871(m) regulatory
Offering Details
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these notes in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-285508
Subject to Completion, dated May 27, 2026
Pricing Supplement dated May , 2026 (To Product Supplement No. ELN-1 dated March 25, 2025, Underlying Supplement No. ELN-1 dated March 25, 2025, Prospectus Supplement dated March 25, 2025 and Prospectus dated March 25, 2025)
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Bank of Montreal
Senior Medium-Term Notes, Series K $ Autocallable S&P 500® Index-Linked Notes due |
The notes do not bear interest. The notes will mature on the stated maturity date (set on the trade date and expected to be the second scheduled business day following the determination date) unless they are automatically called on the call observation date (expected to be within the range of 12 and 14 months following the trade date). If the closing level of the S&P 500® Index on the call observation date is greater than or equal to the initial underlier level (set on the trade date and expected to be the closing level of the underlier on the trade date), the notes will be automatically called, and on the call payment date you will receive, for each $1,000 principal amount of your notes, a cash settlement amount equal to the principal amount of your notes plus the product of the principal amount of your notes times the call premium (expected to be within the range of 10.31% and 12.09%).
If your notes are not automatically called, the amount that you will be paid on your notes on the stated maturity date will be based on the performance of the S&P 500® Index as measured from the trade date to and including the determination date (expected to be approximately 24 months following the trade date). If the final underlier level on the determination date is greater than the initial underlier level, the return on your notes will be positive and will equal the upside participation rate of 150% times the underlier return. However, if the final underlier level is less than the initial underlier level, the return on your notes will be negative and you will lose 1% of the principal amount of your notes for every 1% that the final underlier level has declined below the initial underlier level. You could lose some, or all, of the principal amount of your notes.
If your notes are not automatically called, to determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the stated maturity date, for each $1,000 principal amount of your notes, you will receive an amount in cash equal to:
| ● | if the underlier return is positive (the final underlier level is greater than the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate times (c) the underlier return; or |
| ● | if the underlier return is zero or negative (the final underlier level is equal to or less than the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier return. If the underlier return is negative, this amount will be less than $1,000 and could be zero. |
The notes will not be listed on any securities exchange and are designed to be held to maturity.
The estimated initial value of the notes determined by us as of the trade date, which we refer to as the initial estimated value, is expected to be within the range of $954.00 and $984.00 per $1,000 principal amount of notes and will be less than the original issue price. However, as discussed in more detail in this pricing supplement, the actual value of the notes at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Value of the Notes” in this pricing supplement.
The notes involve risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” beginning on page PS-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 notes are the unsecured obligations of Bank of Montreal, and, accordingly, all payments on the notes 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 notes are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency.
The notes 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 notes or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Original Issue Price |
Underwriting |
Proceeds
to Bank of | |||
| Per Note | $1,000.00 | $15.00 | $985.00 | ||
| Total | $ | $ | $ | ||
| (1) BMO Capital Markets Corp. (“BMOCM”), our subsidiary, and Goldman Sachs & Co. LLC (“GS&Co.”) are the agents for the distribution of the notes. See “Supplemental Plan of Distribution” in this pricing supplement for further information. | |||||
| BMO CAPITAL MARKETS | Goldman Sachs & Co. LLC |
Terms of the Notes
| Issuer: | Bank of Montreal |
| Underlier: | S&P 500® Index (Bloomberg ticker symbol: SPX) |
| Trade Date: | |
| Original Issue Date: |
Expected to be the third scheduled business day following the trade date |
| Principal Amount: | $1,000 per note. |
| Automatic Call: |
If the closing level of the underlier on the call observation date is greater than or equal to the initial underlier level, the notes will be automatically called, and on the call payment date you will receive a cash settlement amount per note in U.S. dollars equal to the principal amount plus the product of the principal amount times the call premium.
If the notes are automatically called, the positive return on the notes will be limited to the call premium, even if the closing level of the underlier on the call observation date significantly exceeds the initial underlier level. If the notes are automatically called, you will not participate in any appreciation of the underlier.
If the notes are automatically called, they will cease to be outstanding on the call payment date and you will have no further rights under the notes after the call payment date. |
| Call Observation Date: |
The call observation date will be set on the trade date and is expected to be within the range of 12 and 14 months following the trade date, subject to postponement as described under “—Market Disruption Events and Postponement Provisions” below. |
| Call Premium: | Expected to be within the range of 10.31% and 12.09% (to be set on the trade date) |
| Call Payment Date: | The call payment date will be set on the trade date and is expected to be the second scheduled business day following the call observation date, subject to postponement as described under “—Market Disruption Events and Postponement Provisions” below. |
| Determination Date: |
The determination date will be set on the trade date and is expected to be approximately 24 months following the trade date, subject to postponement as described under “—Market Disruption Events and Postponement Provisions” below. |
| Stated Maturity Date: |
The stated maturity date will be set on the trade date and is expected to be the second scheduled business day following the determination date, subject to postponement as described under “—Market Disruption Events and Postponement Provisions” below. |
| Cash Settlement Amount (on the stated maturity date, if the notes are not automatically called): |
If your notes are not automatically called, on the stated maturity date, you will receive a cash payment in U.S. dollars equal to the cash settlement amount. The cash settlement amount per note will equal:
● if the final underlier level is greater than the initial underlier level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate times (c) the underlier return; or
● if the final underlier level is equal to or less than the initial underlier level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier return.
If the final underlier level is less than the initial underlier level, you will lose some, and possibly all, of the principal amount of your notes at maturity. |
| Initial Underlier Level: |
, the closing level of the underlier on the trade date |
| Final Underlier Level: |
the closing level of the underlier on the determination date. |
| PS-2 |
| Upside Participation Rate: |
150% |
| Underlier Return: | the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage |
| Closing Level: | Closing level has the meaning set forth under “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Certain Definitions” in the accompanying product supplement. |
| Calculation Agent: | BMO Capital Markets Corp. (“BMOCM”) |
| Material Tax Consequences: |
For a discussion of material U.S. federal income tax consequences and Canadian federal income tax consequences of the ownership and disposition of the notes, 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.” |
| Market Disruption Events and Postponement Provisions: |
The call observation date and the determination date are subject to postponement due to non-scheduled trading days and the occurrence of a market disruption event. In addition, the call payment date or the stated maturity date will be postponed if the call observation date or the stated maturity date, as applicable, is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the call observation date, the call payment date, the determination date and the stated maturity date, see “General Terms of the Notes—Consequences of a Market Disruption Event; Postponement of a Valuation Date—Notes Linked to a Single Underlier” and “—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product supplement each of the call observation date and the determination date is a “valuation date” and the call payment 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 Notes—Certain Terms for Notes Linked to an Index—Market Disruption Events” in the accompanying product supplement. |
| Supplemental Provisions: |
For purposes of the notes, the provisions set forth under “General Terms of the Notes—Change-in-Law Events” in the accompanying product supplement are not applicable. |
| Denominations: | $1,000 and any integral multiple of $1,000. |
| CUSIP / ISIN: | 06376KZV3 / US06376KZV33 |
| PS-3 |
Additional Information about the Issuer and the Notes
You should read this pricing supplement together with product supplement no. ELN-1 dated March 25, 2025, underlying supplement no. ELN-1 dated March 25, 2025, the prospectus supplement dated March 25, 2025 and the prospectus dated March 25, 2025 for additional information about the notes. To the extent that disclosure in this pricing supplement is inconsistent with the disclosure in the product supplement, underlying 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, underlying 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. ELN-1 dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000121465925004723/o321252424b2.htm
| · | Underlying Supplement No. ELN-1 dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000121465925004728/r321250424b2.htm
| · | Prospectus Supplement and Prospectus dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm
| PS-4 |
Estimated Value of the Notes
Our estimated initial value of the notes equals the sum of the values of the following hypothetical components:
| · | a fixed-income debt component with the same tenor as the notes, valued using our internal funding rate for structured notes; and |
| · | one or more derivative transactions relating to the economic terms of the notes. |
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 notes is based on market conditions at the time it is calculated.
For more information about the estimated initial value of the notes, see “Selected Risk Considerations” below.
| PS-5 |
Hypothetical Examples
The following examples are provided for purposes of illustration only. The examples should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact that the various hypothetical closing levels of the underlier on the call observation date and on the determination date could have on whether the notes are automatically called and the cash settlement amount at maturity, assuming all other variables remain constant and are not intended to predict the actual closing levels of the underlier.
The information in the following examples reflects hypothetical rates of return on the notes assuming that they are purchased on the original issue date at a price equal to the principal amount and held to the call payment date or the stated maturity date, as applicable. If you sell your notes in any secondary market prior to the stated maturity date, your return will depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the examples below. Such factors are described under “Selected Risk Considerations—The Value of the Notes Prior to Maturity Will Be Affected by Numerous Factors, Some of Which Are Related in Complex Ways” below. In addition, the estimated value of the notes will be less than the original issue price. For more information on the estimated value of your notes, see “Estimated Value of the Notes” above and “Selected Risk Considerations” below.
The information in the examples also reflects the key terms and assumptions in the box below.
| Key Terms and Assumptions | |
| Principal amount | $1,000 |
| Call premium | 10.31% |
| Upside participation rate | 150% |
| Neither a market disruption event nor a non-scheduled trading day occurs on the originally scheduled call observation date or the originally scheduled determination date | |
| No change in or affecting any of the securities included in the underlier or the method by which the index sponsor calculates the underlier | |
| Notes purchased on original issue date at a price equal to the principal amount and held to the call payment date or the stated maturity date, as applicable | |
Moreover, we have not yet set the initial underlier level that will serve as the baseline for determining the underlier return and the amount that we will pay on your notes, if any, on the call payment date or at maturity. We will not do so until the trade date. As a result, the actual initial underlier level may differ substantially from the closing level of the underlier prior to the trade date.
For these reasons, the actual performance of the underlier over the term of your notes, as well as whether the notes are automatically called on the call observation date and the actual cash settlement amount on the call payment date or at maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical closing levels of the underlier shown elsewhere in this pricing supplement. For information about the historical closing levels of the underlier during recent periods, see “The Underlier—Historical Information” below.
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.
| PS-6 |
Hypothetical Examples Of Payment Upon An Automatic Call
If your notes are automatically called on the call observation date (i.e., the closing level of the underlier on the call observation date is greater than or equal to the initial underlier level), the cash settlement amount that we would deliver per note on the call payment date would be the sum of $1,000 plus the product of $1,000 times the call premium. If, for example, the closing level of the underlier on the call observation date were determined to be 150.00% of the initial underlier level, your notes would be automatically called and the cash settlement amount that we would deliver on your notes on the call payment date would be 110.31% of the principal amount, or $1,103.10 per note. Even though the underlier appreciated by 50.00% from its initial underlier level to its closing level on the call observation date in this example, your return is limited to the call premium of 10.31%.
Hypothetical Examples Of Payment at Maturity
If the notes are not automatically called on the call observation date (i.e., the closing level of the underlier on the call observation date is less than the initial underlier level), the cash settlement amount on the stated maturity date will depend on the performance of the underlier on the determination date, as shown in the table below. The table below assumes that the notes have not been automatically called on the call observation date and reflects hypothetical cash settlement amounts that you could receive on the stated maturity date. The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts (at maturity), based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level), and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding principal amount of the notes on the stated maturity date would equal 100.000% of the principal amount of a note, based on the corresponding hypothetical final underlier level and the assumptions noted above.
| The Notes Have Not Been Automatically Called | |
|
Hypothetical Final Underlier Level
(as a Percentage of the Initial Underlier Level)
|
Hypothetical Cash Settlement Amount
(as a Percentage of the Principal Amount)
|
| 175.000% | 212.500% |
| 150.000% | 175.000% |
| 140.000% | 160.000% |
| 130.000% | 145.000% |
| 120.000% | 130.000% |
| 110.000% | 115.000% |
| 105.000% | 107.500% |
| 100.000% | 100.000% |
| 95.000% | 95.000% |
| 90.000% | 90.000% |
| 80.000% | 80.000% |
| 75.000% | 75.000% |
| 50.000% | 50.000% |
| 25.000% | 25.000% |
| 0.000% | 0.000% |
As shown in the table above:
| · | If the notes have not been automatically called and the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be 25.000% of the principal amount of your notes. As a result, if you purchased your notes on the original issue date at the principal amount and held them to the stated maturity date, you would lose 75.000% of your investment. |
| · | If the notes have not been automatically called and the final underlier level were determined to be 0.000% of the initial underlier level, you would lose your entire investment in the notes. |
| PS-7 |
Selected Risk Considerations
The notes involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to an investment in the notes are summarized below, but we urge you to read the more detailed explanation of the risks relating to the notes 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 notes in light of your particular circumstances.
Risks Relating To The Notes Generally
If The Notes Are Not Automatically Called And The Final Underlier Level Is Less Than The Initial Underlier Level, You Will Lose Some, And Possibly All, Of The Principal Amount Of Your Notes At Maturity.
We will not repay you a fixed amount on the notes on the stated maturity date. If the closing level of the underlier is less than the initial underlier level on the call observation date, the notes will not be automatically called, and you will receive a cash settlement amount on the stated maturity date that will depend on the direction of and percentage change in the final underlier level relative to the initial underlier level and the other terms of the notes. Because the level of the underlier will be subject to market fluctuations, the cash settlement amount on the stated maturity date may be more or less, and possibly significantly less, than the principal amount of your notes.
If the notes are not automatically called and the final underlier level is less than the initial underlier level, the cash settlement amount will be less than the principal amount, you will have full downside exposure to the decrease in the level of the underlier from the initial underlier level, and you will lose 1% of the principal amount for every 1% that the final underlier level is less than the initial underlier level. As a result, if the final underlier level is less than the initial underlier level, you will lose some, and possibly all, of the principal amount per note at maturity. This is the case even if the level of the underlier is greater than or equal to the initial underlier level at certain times during the term of the notes.
If the notes are not automatically called, even if the final underlier level is greater than the initial underlier level, the cash settlement amount may only be slightly greater than the principal amount, and your yield on the notes may be less than the yield you would earn if you bought a traditional interest-bearing debt security of Bank of Montreal or another issuer with a similar credit rating with the same stated maturity date.
If The Notes Are Automatically Called, The Potential Return On The Notes Is Limited To The Call Premium.
If the notes are automatically called, the potential return on the notes is limited to the call premium, regardless of the performance of the underlier. The underlier may appreciate by significantly more than the percentage represented by the call premium from the trade date through the call observation date, in which case an investment in the notes will underperform a hypothetical alternative investment providing a 1-to-1 return based on the performance of the underlier. If the notes are automatically called, you will no longer have the opportunity to participate in any appreciation of the underlier at the upside participation rate.
The Notes Do Not Pay Interest.
The notes will not pay any interest. Accordingly, you should not invest in the notes if you seek current income during the term of the notes.
You Will Be Subject To Reinvestment Risk.
If the notes are automatically called, the term of the notes will be reduced. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically called prior to maturity.
The Notes Are Subject To Credit Risk.
The notes are our obligations and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the notes are subject to our creditworthiness and you will have no ability to pursue any securities included in the underlier for payment. As a result, our actual and perceived creditworthiness may affect the value of the notes and, in the event we were to default on our obligations under the notes, you may not receive any amounts owed to you under the terms of the notes.
| PS-8 |
The U.S. Federal Income Tax Consequences Of An Investment In The Notes Are Unclear.
There is no direct legal authority regarding the proper U.S. federal income tax treatment of the notes and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”) with respect to the notes. Consequently, significant aspects of the tax treatment of the notes 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 notes, the tax consequences of the ownership and disposition of the notes, 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. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federal income tax treatment of the notes, 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 notes, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
The Call Payment Date Or The Stated Maturity Date, As Applicable, Will Be Postponed If The Call Observation Date Or The Determination Date Is Postponed.
The call observation date and the determination date, as applicable, will be postponed if the originally scheduled call observation date or the originally scheduled determination date is not a scheduled trading day or if the calculation agent determines that a market disruption event has occurred or is continuing on such date. If such a postponement occurs, the call payment date or the stated maturity date, as applicable, will be postponed. See “General Terms of the Notes—Consequences of a Market Disruption Event; Postponement of a Valuation Date—Notes Linked to a Single Underlier” and “—Payment Dates” in the accompanying product supplement.
Risks Relating To The Estimated Value Of The Notes And Any Secondary Market
The Estimated Value Of The Notes On The Trade Date, Based On Our Proprietary Pricing Models, Will Be Less Than The Original Issue Price.
Our initial estimated value of the notes is only an estimate, and is based on a number of factors. The original issue price of the notes may exceed our initial estimated value, because costs associated with offering, structuring and hedging the notes are included in the original issue price, but are not included in the estimated value. These costs will include any underwriting discount and selling concessions and the cost of hedging our obligations under the notes 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 Notes Are Not Determined By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.
To determine the terms of the notes, 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 notes are less favorable to you than if we had used a higher funding rate.
The Estimated Value Of The Notes Is Not An Indication Of The Price, If Any, At Which We, BMOCM, GS&Co. Or Any Other Person May Be Willing To Buy The Notes From You In The Secondary Market.
Our initial estimated value of the notes 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 GS&Co., its affiliate or other market participants, could provide values for the notes that are greater than or less than our initial estimated value. In addition, market conditions and other relevant factors after the trade date are expected to change, possibly rapidly, and our assumptions may prove to be incorrect. After the trade date, the value of the notes 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 we, BMOCM, GS&Co., our respective affiliates or any other party would be willing to purchase the notes from you in any secondary market transactions. Our initial estimated value does not represent a minimum price at which we, BMOCM, GS&Co., our respective affiliates or any other party would be willing to buy your notes in any secondary market at any time.
| PS-9 |
GS&Co. has advised us that its estimate of the value of the notes for purposes of any secondary market price it offers will be determined by reference to its pricing models (taking into account our internal funding rate). Any such secondary market price offered by GS&Co. will be affected by many factors similar to those discussed in the next risk factor. Any such secondary market price quoted by GS&Co. or any of its affiliates may be different than the price quoted by BMOCM or its affiliates. GS&Co. has advised us that the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would initially buy or sell the notes (if it makes a market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately its estimate of the value of your notes determined by reference to its pricing models at the time of pricing, plus an additional amount (initially equal to $ per note).
GS&Co. has advised us that prior to , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell the notes (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) its then-current estimate of the value of your notes (as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through ). On and after , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately its then-current estimate of the value of the notes determined by reference to its pricing models. GS&Co. has advised us that the price at which it will buy or sell the notes at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes.
The Value Of The Notes Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the notes prior to stated maturity will be affected by the then-current level 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 notes: performance of the underlier; interest rates; volatility of the underlier; time remaining to maturity; and dividend yields on the securities included in the underlier. When we refer to the “value” of your notes, we mean the value you could receive for your notes 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 notes will be affected by actual or anticipated changes in our creditworthiness. 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 notes attributable to another factor, such as a change in the level of the underlier. Because numerous factors are expected to affect the value of the notes, changes in the level of the underlier may not result in a comparable change in the value of the notes.
The Notes Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Notes To Develop.
The notes will not be listed or displayed on any securities exchange. Although the agents and/or their respective affiliates may purchase the notes from holders, they are not obligated to do so and are not required to make a market for the notes. 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 notes, the price at which you may be able to sell your notes is likely to depend on the price, if any, at which an agent is willing to buy your notes.
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 notes prior to maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the notes to maturity.
Risks Relating To The Underlier
Whether The Notes Will Be Automatically Called And The Cash Settlement Amount Will Depend Upon The Performance Of The Underlier And Therefore The Notes Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.
| · | Investing In The Notes Is Not The Same As Investing In The Underlier. Investing in the notes is not equivalent to investing in the underlier. As an investor in the notes, your return will not reflect the return you would realize if you actually owned and held the securities included in the underlier for a period similar to the term of the notes because you will not receive any dividend payments, distributions or any other payments paid on those securities. As a holder of the notes, you will not have any voting rights or any other rights that holders of the securities included in the underlier would have. |
| PS-10 |
| · | Historical Levels Of The Underlier Should Not Be Taken As An Indication Of The Future Performance Of The Underlier During The Term Of The Notes. |
| · | Changes That Affect The Underlier May Adversely Affect The Value Of The Notes, Whether The Notes Will Be Automatically Called And The Cash Settlement Amount. |
| · | We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Underlier. |
| · | We And Our Affiliates Have No Affiliation With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information. |
Risks Relating To Conflicts Of Interest
Our Economic Interests And Those Of GS&Co. And 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 GS&Co. and any dealer participating in the distribution of the notes, which we refer to as a “participating dealer,” are potentially adverse to your interests as an investor in the notes. In engaging in certain of the activities described below and as discussed in more detail in the accompanying product supplement, our affiliates, GS&Co. or any participating dealer or their respective affiliates may take actions that may adversely affect the value of and your return on the notes, and in so doing they will have no obligation to consider your interests as an investor in the notes. Our affiliates, GS&Co. or any participating dealer or their respective affiliates may realize a profit from these activities even if investors do not receive a favorable investment return on the notes.
| · | The calculation agent is our affiliate and may be required to make discretionary judgments that affect the return you receive on the notes. BMOCM, which is our affiliate, will be the calculation agent for the notes. As calculation agent, BMOCM will determine any values of the underlier and make any other determinations necessary to calculate any payments on the notes. In making these determinations, BMOCM may be required to make discretionary judgments that may adversely affect any payments on the notes. See the sections entitled “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Market Disruption Events” and “—Discontinuation of, or Adjustments to, an Index” 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 notes, and BMOCM’s determinations as calculation agent may adversely affect your return on the notes. |
| · | The estimated value of the notes 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 notes and may adversely affect the level of the underlier. |
| · | Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are included in the underlier may adversely affect the level of the underlier. |
| · | Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the underlier. |
| · | Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the level 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 fee, creating a further incentive for the participating dealer to sell the notes to you. |
| PS-11 |
The Underlier
The S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information about the S&P 500® Index, see “Description of Indices—The S&P U.S. Indices” in the accompanying underlying supplement.
Historical Information
We obtained the closing levels of the underlier in the graph below from Bloomberg Finance L.P., without independent verification.
The following graph sets forth daily closing levels of the underlier for the period from January 4, 2021 to May 22, 2026. The closing level on May 22, 2026 was 7,473.47. The historical performance of the underlier should not be taken as an indication of its future performance during the term of the notes.
| PS-12 |
Summary of Canadian Federal Income Tax Consequences
For a discussion of the material Canadian federal income tax consequences relating to an investment in the notes, see the section entitled “Canadian Federal Income Tax Consequences” in the accompanying product supplement. Notwithstanding anything to the contrary in the accompanying product supplement, the Canadian tax consequences discussed in the accompanying product supplement do not take into account the proposed amendments to the “hybrid mismatch arrangement” rules in the Tax Act released for consultation on January 29, 2026.
| PS-13 |
United States Federal Income Tax Considerations
Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the notes 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 note 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 notes is respected, the tax consequences are as outlined in the discussion under “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Open Transactions” in the accompanying product supplement.
We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) regarding the treatment of the notes. If the IRS were successful in asserting an alternative treatment of the notes, the tax consequences of the ownership and disposition of the notes, 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 notes may be treated as contingent payment debt instruments, which among other things 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 notes, 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 notes and current market conditions, we expect that the notes 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 notes.
Both U.S. and non-U.S. investors considering an investment in the notes 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 tax consequences of an investment in the notes, including possible alternative treatments, and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
| PS-14 |
Supplemental Plan of Distribution
BMOCM, our subsidiary, and GS&Co. are the agents for the distribution of the notes. We have agreed to sell to GS&Co., and GS&Co. has agreed to purchase from us, all of the notes at the original issue price less the underwriting discount specified on the cover page of this pricing supplement. GS&Co. may resell the notes to other securities dealers at the original issue price of the notes less a concession not in excess of the underwriting discount. In addition, a fee will be paid to iCapital Markets LLC, an electronic platform in which an affiliate of GS&Co. holds an indirect minority equity interest, for services it is providing in connection with this offering.
We expect to hedge our obligations through one or more hedge counterparties (which may be one or more of our affiliates or an agent or its affiliates). The agents or their respective affiliates expect to realize hedging profits projected by their proprietary pricing models to the extent they assume the risks inherent in hedging our obligations under the notes. If any dealer participating in the distribution of the notes or any of its affiliates conducts hedging activities for us in connection with the notes, that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such hedging activities. Any such projected profit will be in addition to any discount or concession received in connection with the sale of the notes to you.
BMOCM and GS&Co. may, but are not obligated to, make a market in the notes. BMOCM and GS&Co. will determine any secondary market prices that they are prepared to offer in their sole discretion.
We may use this pricing supplement in the initial sale of the notes. In addition, BMOCM or another of our affiliates may use this pricing supplement in market-making transactions in any notes after their initial sale. Unless BMOCM or we inform you otherwise in the confirmation of sale, this pricing supplement is being used by BMOCM in a market-making transaction.
See “Supplemental Plan of Distribution” in the accompanying product supplement, “Supplemental Plan of Distribution (Conflicts of Interest) in the accompanying prospectus supplement and “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus for more information.
PS-15