TD Bank (NYSE: TD) prices S&P 500-linked notes with cap and buffer
Rhea-AI Filing Summary
The Toronto-Dominion Bank is offering senior unsecured market-linked notes tied to the S&P 500® Index, maturing on February 19, 2031, with a face amount of $1,000 per security.
At maturity, investors get 150% of any Index gain, capped at a maximum return of at least 55.65%, for a maximum maturity payment of at least $1,556.50 per security. If the Index falls by up to 20%, principal is returned; if it falls by more than 20%, losses match the Index decline and investors can lose most or all of their principal. The notes pay no interest, are not listed, and all payments depend on TD’s credit. The estimated initial value is expected between $915 and $950 per $1,000 note, below the original offering price, reflecting fees, hedging costs and the bank’s internal funding rate.
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AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of TD (TD) S&P 500-linked securities in this 424B2?
The securities are $1,000 TD senior unsecured notes linked to the S&P 500® Index, maturing February 19, 2031. They offer 150% upside participation to a capped return, a 20% downside buffer, no interest payments, full downside beyond the buffer, and are not exchange-listed.
How does the payoff work for TD (TD) S&P 500-linked notes at maturity?
If the Index rises, investors receive $1,000 plus 150% of the Index gain, capped at a ≥55.65% return. If the Index falls by up to 20%, $1,000 is repaid; below that, losses mirror the Index decline and can reach a total loss of principal.
What risks do investors face with TD (TD) S&P 500 market-linked securities?
Investors face principal risk, TD’s credit risk, complex tax treatment and limited liquidity. A drop of more than 20% in the S&P 500® at maturity leads to matching losses, the notes pay no interest, are not listed, and secondary market prices may be well below $1,000.
What is the estimated value versus offering price of TD (TD) structured notes?
The estimated value on the pricing date is expected between $915 and $950 per $1,000 note. This is below the original offering price and reflects selling commissions, hedging costs, the bank’s internal funding rate and expected structuring profits, which may pressure secondary market values.
Are TD (TD) S&P 500-linked notes protected by deposit insurance or bail-in rules?
No, the securities are not insured by CDIC, FDIC or other government agencies and are not bail-inable under the CDIC Act. They are senior unsecured TD obligations, so repayment depends entirely on the bank’s ability to meet its debt commitments.
How are TD (TD) S&P 500-linked securities treated for U.S. federal tax purposes?
TD and its tax counsel intend to treat the notes as prepaid derivative contracts on the S&P 500® Index. Alternative characterizations, such as contingent payment debt instruments, are possible and could change income timing and character, so investors are urged to consult their tax advisors.
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, underlier supplement and
prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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PRELIMINARY PRICING SUPPLEMENT
Subject to Completion, dated February 9, 2026
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-283969
(To Product Supplement MLN-WF-1 dated February 26, 2025,
Underlier Supplement dated February 26, 2025
and Prospectus dated February 26, 2025)
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The Toronto-Dominion Bank
Senior Debt Securities, Series H
Equity Index Linked Securities
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Market Linked Securities—Leveraged Upside Participation
to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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Linked to the S&P 500® Index (the “Index”)
■ Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may be greater than,
equal to or less than the face amount of the securities, depending on the performance of the Index from its starting level to its ending level. The maturity payment amount will reflect the following terms:
■ If the level of the Index increases, you will receive the face amount plus a positive return equal to 150% of the percentage increase in the level of the Index from the starting level, subject to a maximum
return at maturity of at least 55.65% (to be determined on the pricing date) of the face amount. As a result of the maximum return, the maximum maturity payment amount will be at least $1,556.50
■ If the level of the Index decreases but the decrease is not more than 20%, you will receive the face amount
■ If the level of the Index decreases by more than 20%, you will have full downside exposure to the decrease in the level of the Index from the starting level, and you will lose more than 20%, and possibly
all, of the face amount of your securities
■ Investors may lose a significant portion, and possibly all, of the face amount
■ All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”)
■ No periodic interest payments or dividends
■ No exchange listing; designed to be held to maturity
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The estimated value of the securities at the time the terms of your securities are set on the pricing date is expected to be between $915.00 and $950.00 per security, as discussed
further under “Selected Risk Considerations— Risks Relating To The Estimated Value Of The Securities And Any Secondary Market” beginning on page P-9 and “Estimated Value of the Securities” herein. The estimated value is expected to be less than the
original offering price of the securities.
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 P-8 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement and on page 1 of the accompanying prospectus.
The securities are senior unsecured debt obligations of the Bank, and, accordingly, all payments are subject to credit risk. The securities are not insured by the Canada Deposit
Insurance Corporation pursuant to the Canada Deposit Insurance Corporation Act (the “CDIC Act”) or the U.S. Federal Deposit Insurance Corporation or any other governmental agency of Canada, the United States or any other jurisdiction.
Neither the U.S. 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, underlier supplement and prospectus. Any representation to the contrary is a criminal offense.
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Original Offering Price
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Agent Discount(1)
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Proceeds to The Toronto-Dominion Bank
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Per Security
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$1,000.00
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Up to $38.70
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At least $961.30
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Total
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The Agents may receive a commission of up to $38.70 (3.87%) per security and may use a portion of that commission to allow selling concessions to other dealers in connection with the distribution of the
securities, or will offer the securities directly to investors. The Agents may resell the securities to other securities dealers at the original offering price less a concession not in excess of $30.00 (3.00%) per security. Such securities
dealers may include Wells Fargo Advisors (“WFA”, the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of Wells Fargo Securities, LLC (“Wells Fargo
Securities”). The other dealers may forgo, in their sole discretion, some or all of their selling concessions. In addition to the selling concession allowed to WFA, Wells Fargo Securities may pay $1.20 (0.12%) per security of the agent
discount to WFA as a distribution expense fee for each security sold by WFA. The Bank will reimburse TD Securities (USA) LLC (“TDS”) for certain expenses in connection with its role in the offer and sale of the securities, and the Bank will
pay TDS a fee in connection with its role in the offer and sale of the securities. In respect of certain securities sold in this offering, we 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. See “Terms of the Securities—Agents” herein and “Supplemental Plan of Distribution (Conflicts of Interest) –Selling Restrictions”
in the accompanying product supplement.
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| TD Securities (USA) LLC | Wells Fargo Securities |
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Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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Terms of the Securities
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Issuer:
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The Toronto-Dominion Bank (the “Bank”).
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Market Measure:
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S&P 500® Index (the “Index”). | ||
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Pricing Date*:
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February 13, 2026.
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Issue Date*:
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February 19, 2026.
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Original Offering
Price:
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$1,000 per security.
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Face Amount:
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$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
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Maturity Payment
Amount:
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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:
• if the ending level is greater than the starting level: $1,000 plus the
lesser of:
(i) $1,000 × index return × upside participation rate and (ii) the maximum return;
• if the ending level is less than or equal to the starting level, but greater than or equal to the threshold
level: $1,000; or
• if the ending level is less than the threshold level:
$1,000 + ($1,000 × index return)
If the ending level is less than the threshold level, you will have full downside exposure to the decrease in the level of the Index from the starting
level and will lose more than 20%, and possibly all, of the face amount of your securities at maturity.
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Stated Maturity
Date*:
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February 19, 2031, subject to postponement. The securities are not subject to redemption by the Bank or repayment at the option of any holder of the
securities prior to the stated maturity date.
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| Starting Level: |
, the closing level of the Index on the pricing date.
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| Closing Level: | Closing level has the meaning set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Index—Certain Definitions” in the accompanying product supplement. | ||
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Ending Level:
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The “ending level” will be the closing level of the Index on the calculation day.
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| Maximum Return: | The “maximum return” will be determined on the pricing date and will be at least 55.65% of the face amount per security (at least $556.50 per security). As a result of the maximum return, the maximum maturity payment amount will be at least $1,556.50 per security. | ||
| Threshold Level: | , which is equal to 80% of the starting level. | ||
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Upside Participation
Rate:
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150% | ||
| Index Return: |
The “index return” is the percentage change from the starting level to the ending level, measured as follows:
ending level – starting level
starting level
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P-2
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Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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| Calculation Day*: | February 13, 2031, subject to postponement. | ||
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Market Disruption
Events and
Postponement
Provisions:
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The 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 calculation day is
postponed and will be adjusted for non-business days.
For more information regarding adjustments to the calculation day 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. 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 an Index—Market Disruption Events” in the accompanying product supplement.
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| Calculation Agent: | The Bank | ||
| U.S. Tax Treatment: | By purchasing the securities, you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to treat the securities, for U.S. federal income tax purposes, as prepaid derivative contracts with respect to the Index. Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, is of the opinion that it would be reasonable to treat the securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities could alternatively be treated for tax purposes as a single contingent payment debt instrument or pursuant to some other characterization, such that the timing and character of your income from the securities could differ materially and adversely from the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences” herein and in the product supplement. | ||
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Canadian Tax
Treatment:
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Please see the discussion in the prospectus under “Tax Consequences – Canadian Taxation” and in the product supplement under “Supplemental Discussion of Canadian Tax Consequences”, which applies to the securities. We will not pay any additional amounts as a result of any withholding required by reason of the rules governing hybrid mismatch arrangements contained in section 18.4 of the Canadian Tax Act (as defined in the prospectus). | ||
| Agents: |
TD Securities (USA) LLC and Wells Fargo Securities, LLC.
The Agents may receive a commission of up to $38.70 (3.87%) per security and may use a portion of that commission to allow selling concessions to other dealers in
connection with the distribution of the securities, or will offer the securities directly to investors. The Agents may resell the securities to other securities dealers at the original offering price less a concession not in excess of
$30.00 (3.00%) per security. Such securities dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo Securities may pay $1.20 (0.12%) per security of the agent discount to WFA as a distribution expense fee
for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, we 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. We or one of our affiliates will also pay a fee to iCapital Markets LLC, who is acting as a dealer in connection with the
distribution of the securities.
The price at which you purchase the securities includes costs that the Bank, the Agents or their respective affiliates expect to incur and profits that the Bank, the
Agents or their respective affiliates expect to realize in connection with hedging activities related to the securities, as set forth above. These costs and profits will likely reduce the secondary market price, if any secondary market
develops, for the securities. As a result, you may experience an immediate and substantial decline in the market value of your securities on the pricing date. See “Selected Risk Considerations — Risks Relating To The Estimated Value Of The
Securities And Any Secondary Market — The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect Secondary Market Prices” in this pricing supplement.
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| Listing: | The securities will not be listed 0r displayed on any securities exchange or electronic communications network | ||
| Canadian Bail-in: | The securities are not bail-inable debt securities under the CDIC Act | ||
| Denominations: | $1,000 and any integral multiple of $1,000. | ||
| CUSIP / ISIN: | 89115LH27 / US89115LH275 |
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To the extent that we make any change to the expected pricing date or expected issue date, the calculation day and stated maturity date may also be changed in our discretion to ensure that the term of the
securities remains the same.
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P-3
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Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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Additional Information about the Bank and the Securities
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You should read this pricing supplement together with product supplement MLN-WF-1 dated February 26, 2025, the underlier supplement dated February 26, 2025 and the prospectus dated February 26, 2025
for additional information about the securities. Information included in this pricing supplement supersedes information in the product supplement, underlier supplement and prospectus to the extent it is different from that information. Certain
defined terms used but not defined herein have the meanings set forth in the product supplement, underlier supplement or prospectus. In the event of any conflict, the following hierarchy will govern: first, this pricing supplement; second, the
product supplement; third, the underlier supplement; and last, the prospectus. The securities may vary from the terms described in the accompanying product supplement, underlier supplement and
prospectus in several important ways. You should read this pricing supplement, including the documents incorporated herein, carefully.
You may access the product supplement, underlier supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on
the SEC website):
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Product Supplement MLN-WF-1 dated February 26, 2025:
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http://www.sec.gov/Archives/edgar/data/947263/000114036125006130/ef20044457_424b3.htm
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Underlier Supplement dated February 26, 2025:
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http://www.sec.gov/Archives/edgar/data/947263/000114036125006121/ef20044458_424b3.htm
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Prospectus dated February 26, 2025:
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http://www.sec.gov/Archives/edgar/data/947263/000119312525036639/d931193d424b5.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the “Bank,” “we,” “us,” or “our” refers to The Toronto-Dominion Bank and its
subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any changes to the terms of the securities, we will notify you
and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject your offer to purchase.
P-4
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Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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Estimated Value of the Securities
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The final terms for the securities will be determined on the date the securities are initially priced for sale to the public, which we refer to as the pricing date, as indicated
under “Terms of the Securities” herein, based on prevailing market conditions on the pricing date, and will be communicated to investors in the final pricing supplement.
The economic terms of the securities are based on our internal funding rate (which is our internal borrowing rate based on variables such as market benchmarks and our appetite for
borrowing), and several factors, including any sales commissions expected to be paid to TDS or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to non-affiliated intermediaries, the
estimated profit that we or any of our affiliates expect to earn in connection with structuring the securities, estimated costs which we may incur in connection with the securities and an estimate of the difference between the amounts we pay to an
affiliate of Wells Fargo Securities and the amounts that an affiliate of Wells Fargo Securities pays to us in connection with hedging your securities as described further under “Terms of the Securities—Agents” herein and “Risk Factors—Risks Relating
To Hedging Activities And Conflicts Of Interest” in the accompanying product supplement. Because our internal funding rate generally represents a discount from the levels at which our benchmark debt securities trade in the secondary market, the use
of an internal funding rate for the securities rather than the levels at which our benchmark debt securities trade in the secondary market is expected to have an adverse effect on the economic terms of the securities.
On the cover page of this pricing supplement, we have provided the estimated value range for the securities. The estimated value range was determined by reference to our internal
pricing models which take into account a number of variables and are based on a number of assumptions, which may or may not materialize, typically including volatility, interest rates (forecasted, current and historical rates), price-sensitivity
analysis, time to maturity of the securities and our internal funding rate. For more information about the estimated value, see “Selected Risk Considerations — Risks Relating To The Estimated Value Of The Securities And Any Secondary Market” herein.
Because our internal funding rate generally represents a discount from the levels at which our benchmark debt securities trade in the secondary market, the use of an internal funding rate for the securities rather than the levels at which our
benchmark debt securities trade in the secondary market is expected, assuming all other economic terms are held constant, to increase the estimated value of the securities. For more information see the discussion under “Selected Risk Considerations —
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market — The Estimated Value Of Your Securities Is Based On Our Internal Funding Rate.”
Our estimated value on the pricing date is not a prediction of the price at which the securities may trade in the secondary market, nor will it be the price at which the Agents may
buy or sell the securities in the secondary market. Subject to normal market and funding conditions, the Agents or another affiliate of ours intends to offer to purchase the securities in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the pricing date, the price at which the Agents may initially buy or sell the securities in the secondary market, if any,
may exceed our estimated value on the pricing date for a temporary period expected to be approximately five months after the issue date because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of
hedging our obligations under the securities and other costs in connection with the securities which we will no longer expect to incur over the term of the securities. We made such discretionary election and determined this temporary reimbursement
period on the basis of a number of factors, including the tenor of the securities and any agreement we may have with the distributors of the securities. The amount of our estimated costs which we effectively reimburse to investors in this way may not
be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the issue date of the securities based on changes in market conditions and other
factors that cannot be predicted.
We urge you to read the “Selected Risk Considerations” in this pricing supplement.
P-5
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Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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Investor Considerations
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The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:
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seek 150% leveraged exposure to the upside performance of the Index if the ending level is greater than the starting level, subject to the maximum return at maturity of at least 55.65% (to be determined on the pricing date) of the face
amount;
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desire repayment of the face amount at maturity so long as the ending level is not less than the starting level by more than 20%;
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are willing to accept the risk that, if the ending level is less than the starting level by more than 20%, they will be fully exposed to the decrease in the level of the Index from the starting level and will lose more than 20%, and
possibly all, of the face amount per security at maturity;
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understand and are willing to accept the downside risks of the Index;
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are willing to forgo interest payments on the securities and dividends on the securities included in the Index; and
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are willing to hold the securities until maturity.
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The securities may not be an appropriate investment for investors who:
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seek a liquid investment or are unable or unwilling to hold the securities to maturity;
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are unwilling to accept the risk that the ending level of the Index may decrease from the starting level by more than 20%;
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seek uncapped exposure to the upside performance of the Index;
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seek full return of the face amount of the securities at stated maturity;
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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;
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seek current income;
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are unwilling to accept the risk of exposure to the Index;
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seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;
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are unwilling to accept the credit risk of the Bank; or
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prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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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 “Selected Risk Considerations” herein and the “Risk Factors” in the accompanying product supplement
for risks related to an investment in the securities. For more information about the Index, please see the section titled “Information Regarding The Index” below.
P-6
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Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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Determining Payment at Stated Maturity
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On the stated maturity date, you will receive a cash payment per security (the maturity payment amount) calculated as follows:
P-7
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Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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Selected Risk Considerations
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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. 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 Ending Level Is Less Than The Threshold Level, You Will Lose More Than 20%, And Possibly All, Of The Face Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities on the stated maturity date. The maturity payment amount will depend on the direction of and percentage change in the ending level of the Index
relative to the starting level and the other terms of the securities. Because the level of the Index will be subject to market fluctuations, the maturity payment amount may be more or less, and possibly significantly less, than the face amount of
your securities.
If the ending level is less than the threshold level, the maturity payment amount will be less than the face amount and you will have full downside exposure to the decrease in the level of the Index
from the starting level. The threshold level is 80% of the starting level. For example, if the Index has declined by 20.1% from the starting level to the ending level, you will not receive any benefit of the contingent downside feature and you will
lose 20.1% of the face amount per security. As a result, you will not receive any protection if the level of the Index declines below the threshold level and you will lose more than 20%, and possibly all, of the face amount per security at maturity.
This is the case even if the level of the Index is greater than or equal to the starting level or the threshold level at certain times during the term of the securities.
Even if the ending level is greater than the starting level, the maturity payment amount may only be slightly greater than the face amount, and your yield on the securities may be less than the yield
you would earn if you bought a traditional interest-bearing debt security of the Bank or another issuer with a similar credit rating with the same stated maturity date.
No Periodic Interest Will Be Paid On The Securities.
No periodic payments of interest will be made on the securities. However, if the agreed-upon tax treatment is successfully challenged by the Internal Revenue Service (the “IRS”), you may be
required to recognize taxable income over the term of the securities. You should review the section of this pricing supplement entitled “Material U.S. Federal Income Tax Consequences”.
Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Index.
The opportunity to participate in the possible increases in the level of the Index through an investment in the securities will be limited because any positive return on the securities will not exceed
the maximum return. Therefore, your return on the securities may be lower than the return on a direct investment in the Index. Furthermore, the effect of the upside participation rate will be progressively reduced for all ending levels exceeding the
ending level at which the maximum return is reached.
Risks Relating To An Investment In the Bank’s Debt Securities, Including The Securities
Investors Are Subject To The Bank’s Credit Risk, And The Bank’s Credit Ratings And Credit Spreads May Adversely Affect The Market Value Of The Securities.
Although the return on the securities will be based on the performance of the Index, the payment of any amount due on the securities is subject to the Bank’s credit risk. The securities are the Bank’s
senior unsecured debt obligations. Investors are dependent on the Bank’s ability to pay all amounts due on the securities on the stated maturity date and, therefore, investors are subject to the credit risk of the Bank and to changes in the market’s
view of the Bank’s creditworthiness. Any decrease in the Bank’s credit ratings or increase in the credit spreads charged by the market for taking the Bank’s credit risk is likely to adversely affect the market value of the securities. If the Bank
becomes unable to meet its financial obligations as they become due, investors may not receive any amounts due under the terms of the securities.
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
The Estimated Value Of Your Securities Is Expected To Be Less Than The Original Offering Price Of Your Securities.
The estimated value of your securities on the pricing date is expected to be less than the original offering price of your securities. The difference between the original offering price of your
securities and the estimated value of the securities reflects costs and expected profits associated with selling and structuring the securities, as well as hedging our obligations under the securities. Because hedging our obligations entails risks
and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
P-8
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Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
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The Estimated Value Of Your Securities Is Based On Our Internal Funding Rate.
The estimated value of your securities on the pricing date is determined by reference to our internal funding rate. The internal funding rate used in the determination of the estimated value of the
securities generally represents a discount from the credit spreads for our conventional, fixed-rate debt securities and the borrowing rate we would pay for our conventional, fixed-rate debt securities. This discount is based on, among other things,
our view of the funding value of the securities as well as the higher issuance, operational and ongoing liability management costs of the securities in comparison to those costs for our conventional, fixed-rate debt, as well as estimated financing
costs of any hedge positions, taking into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional, fixed-rate debt securities, or the borrowing rate we would pay for our conventional,
fixed-rate debt securities were to be used, we would expect the economic terms of the securities to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an internal funding rate for the securities is
expected to increase the estimated value of the securities at any time.
The Estimated Value Of The Securities Is Based On Our Internal Pricing Models, Which May Prove To Be Inaccurate And May Be Different From The Pricing Models Of Other Financial
Institutions.
The estimated value of your securities on the pricing date is based on our internal pricing models, which take into account a number of variables, such as our internal funding rate on the pricing date,
and are based on a number of subjective assumptions, which are not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial institutions’ pricing models and the
methodologies used by us to estimate the value of the securities may not be consistent with those of other financial institutions that may be purchasers or sellers of the securities in the secondary market. As a result, the secondary market price of
your securities may be materially less than the estimated value of the securities determined by reference to our internal pricing models. In addition, market conditions and other relevant factors in the future may change, and any assumptions may
prove to be incorrect.
The Estimated Value Of Your Securities Is Not A Prediction Of The Prices At Which You May Sell Your Securities In The Secondary Market, If Any, And Such Secondary Market Prices, If
Any, Will Likely Be Less Than The Original Offering Price Of Your Securities And May Be Less Than The Estimated Value Of Your Securities.
The estimated value of the securities is not a prediction of the prices at which the Agents, other affiliates of ours or third parties may be willing to purchase the securities from you in secondary
market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your securities in the secondary market at any time, if any, may be based on pricing models that differ from our
pricing models and will be influenced by many factors that cannot be predicted, such as market conditions and any bid and ask spread for similar sized trades, and may be substantially less than our estimated value of the securities. Further, as
secondary market prices of your securities take into account the levels at which our debt securities trade in the secondary market and do not take into account our various costs and expected profits associated with selling and structuring the
securities, as well as hedging our obligations under the securities, secondary market prices of your securities will likely be less than the original offering price of your securities. As a result, the price at which the Agents, other affiliates of
ours or third parties may be willing to purchase the securities from you in secondary market transactions, if any, will likely be less than the price you paid for your securities, and any sale prior to the stated maturity date could result in a
substantial loss to you.
The Temporary Price At Which We May Initially Buy The Securities In The Secondary Market May Not Be Indicative Of Future Prices Of Your Securities.
Assuming that all relevant factors remain constant after the pricing date, the price at which the Agents may initially buy or sell the securities in the secondary market (if the Agents make a market in
the securities, which they are not obligated to do) may exceed the estimated value of the securities on the pricing date, as well as the secondary market value of the securities, for a temporary period after the pricing date of the securities, as
discussed further under “Estimated Value of the Securities”. The price at which the Agents may initially buy or sell the securities in the secondary market may not be indicative of future prices of your securities.
The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect Secondary Market Prices.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the securities will likely be less than the original offering price. The
original offering price includes, and any price quoted to you is likely to exclude, the agent discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the securities. In
addition, any such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction. In addition, because an
affiliate of Wells Fargo Securities is to conduct hedging activities for us in connection with the securities, that affiliate may profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation that
the dealer receives for the sale of the securities to you. You should be aware that the potential to earn fees in connection with hedging activities may create a further incentive for the dealer to sell the securities to you in addition to the
compensation they would receive for the sale of the securities.
P-9
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
|
There May Not Be An Active Trading Market For The Securities — Sales In The Secondary Market May Result In Significant Losses.
There may be little or no secondary market for the securities. The securities will not be listed or displayed on any securities exchange or any electronic communications network. The Agents and their
respective affiliates may make a market for the securities; however, they are not required to do so. The Agents and their respective affiliates may stop any market-making activities at any time. Even if a secondary market for the securities develops,
it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your securities in any secondary
market could be substantial.
If you sell your securities before the stated maturity date, you may have to do so at a substantial discount from the principal amount irrespective of the level of the Index, and as a result, you may
suffer substantial losses.
If The Level Of The Index Changes, The Market Value Of Your Securities May Not Change In The Same Manner.
Your securities may trade quite differently from the performance of the Index. Changes in the level of the Index may not result in a comparable change in the market value of your securities. Even if
the level of the Index increases above the starting level during the term of the securities, the market value of your securities may not increase by the same amount and could decline.
Risks Relating To The Index
The Index Reflects Price Return Only And Not Total Return.
The return on your securities is based on the performance of the Index, which reflects the changes in the market prices of the index constituent stocks. It is
not, however, linked to a “total return” index or strategy, which, in addition to reflecting those price returns, would also reflect dividends paid on the index constituent stocks. The return on your
securities will not include such a total return feature or dividend component.
The Maturity Payment Amount Will Depend Upon The Performance Of The Index 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 Index. Investing in the securities is not equivalent to investing in the Index. As an investor in
the securities, your return will not reflect the return you would realize if you actually owned and held the securities included in the Index 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 securities. As a holder of the securities, you will not have any voting rights or any other rights that holders of the securities included in the Index would have.
|
| • |
Historical Values Of A Market Measure Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measure During The Term Of The Securities.
|
| • |
Changes That Affect An 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 Included In Any Index.
|
| • |
We And Our Affiliates And The Agents And Their Affiliates Have No Affiliation With Any Index Sponsor And Have Not Independently Verified Their Public Disclosure Of Information.
|
Risks Relating To Hedging Activities And Conflicts Of Interest
| • |
Trading And Business Activities By The Bank Or Its Affiliates May Adversely Affect The Market Value Of, And Any Amount Payable On, The Securities.
|
| • |
There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
|
Risks Relating To Canadian And U.S. Federal Income Taxation
The Tax Consequences Of An Investment In The Securities Are Unclear.
Significant aspects of the U.S. federal income tax treatment of the securities are uncertain. You should read carefully the section entitled “Material U.S. Federal Income Tax Consequences” herein and
in the product supplement. You should consult your tax advisors as to the tax consequences of your investment in the securities.
For a discussion of the Canadian federal income tax consequences of investing in the securities, please see the discussion in the prospectus under “Tax
Consequences — Canadian Taxation” and in the product supplement under “Supplemental Discussion of Canadian Tax Consequences” and the further discussion above under “Terms of the Securities”. If you are not a Non-resident Holder (as that term is
defined in the prospectus) for Canadian federal income tax purposes or if you acquire the securities in the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the securities and
receiving the payments that might be due under the securities.
P-10
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
|
|
Hypothetical Examples and Returns
|
The payout profile, return table and examples below illustrate the maturity payment amount 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 level, threshold level or maximum return. The hypothetical starting level of 100.00 has been
chosen for illustrative purposes only and does not represent the actual starting level. The actual starting level, threshold level and maximum return will be determined on the pricing date and will be set forth under “Terms of the Securities” above.
For historical data regarding the actual closing levels of the Index, 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 maturity payment amount and resulting pre-tax total rate of return will depend on the actual terms of the
securities.
|
Upside Participation Rate:
|
150.00%
|
|||
|
Hypothetical Maximum Return:
|
55.65% or $556.50 per security (the lowest possible maximum return that may be determined on the pricing date)
|
|||
|
Hypothetical Starting Level:
|
100.00
|
|||
|
Hypothetical Threshold Level:
|
80.00 (80% of the hypothetical starting level)
|
Hypothetical Payout Profile
P-11
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
|
Hypothetical Returns
|
Hypothetical
ending level
|
Hypothetical
index return(1)
|
Hypothetical
maturity payment amount
per security
|
Hypothetical
pre-tax total
rate of return(2)
|
|
225.00
|
125.00%
|
$1,556.50
|
55.65%
|
|
200.00
|
100.00%
|
$1,556.50
|
55.65%
|
|
175.00
|
75.00%
|
$1,556.50
|
55.65%
|
|
150.00
|
50.00%
|
$1,556.50
|
55.65%
|
|
140.00
|
40.00%
|
$1,556.50
|
55.65%
|
|
137.10
|
37.10%
|
$1,556.50
|
55.65%
|
|
130.00
|
30.00%
|
$1,450.00
|
45.00%
|
|
120.00
|
20.00%
|
$1,300.00
|
30.00%
|
|
110.00
|
10.00%
|
$1,150.00
|
15.00%
|
|
105.00
|
5.00%
|
$1,075.00
|
7.50%
|
|
100.00
|
0.00%
|
$1,000.00
|
0.00%
|
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
|
80.00
|
-20.00%
|
$1,000.00
|
0.00%
|
|
79.00
|
-21.00%
|
$790.00
|
-21.00%
|
|
70.00
|
-30.00%
|
$700.00
|
-30.00%
|
|
60.00
|
-40.00%
|
$600.00
|
-40.00%
|
|
50.00
|
-50.00%
|
$500.00
|
-50.00%
|
|
25.00
|
-75.00%
|
$250.00
|
-75.00%
|
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
| (1) |
The index return is equal to the percentage change from the starting level to the ending level (i.e., the ending level minus starting level, divided by
starting level).
|
| (2) |
The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the maturity payment amount per security to the face amount of $1,000.
|
P-12
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
|
Hypothetical Examples
Example 1. Maturity payment amount is greater than the face amount and reflects a return that is less than the maximum return:
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical ending level:
|
110.00
|
|
|
Hypothetical threshold level:
|
80.00
|
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
10.00%
|
Because the hypothetical ending level is greater than the hypothetical starting level, the maturity payment amount per security would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:
(i) $1,000 × index return × upside participation rate
$1,000 × 10.00% × 150.00%
= $150.00; and
(ii) the maximum return of $556.50
On the stated maturity date you would receive $1,150.00 per security.
Example 2. Maturity payment amount is greater than the face amount and reflects a return equal to the maximum return:
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical ending level:
|
160.00
|
|
|
Hypothetical threshold level:
|
80.00
|
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
60.00%
|
Because the hypothetical ending level is greater than the hypothetical starting level, the maturity payment amount per security would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:
(i) $1,000 × index return × upside participation rate
$1,000 × 60.00% × 150.00%
= $900.00; and
(ii) the maximum return of $556.50
On the stated maturity date you would receive $1,556.50 per security, which is the maximum maturity payment amount.
In addition to limiting your return on the securities, the maximum return limits the positive effect of the upside participation rate. If the ending level is greater than the starting
level, you will participate in the performance of the Index at a rate of 150% up to a certain point. However, the effect of the upside participation rate will be progressively reduced for ending levels that are greater than 137.10% of the starting
level (assuming a maximum return of 55.65% or $556.50 per security, the lowest possible maximum return that may be determined on the pricing date) since your return on the securities for any ending level greater than 137.10% of the starting level
will be limited to the maximum return.
P-13
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
|
Example 3. Maturity payment amount is equal to the face amount:
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical ending level:
|
95.00
|
|
|
Hypothetical threshold level:
|
80.00
|
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
-5.00%
|
Because the hypothetical ending level is less than the hypothetical starting level, but not by more than 20%, you would not lose any of the face amount of your securities.
On the stated maturity date you would receive $1,000.00 per security.
Example 4. Maturity payment amount is less than the face amount:
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical ending level:
|
50.00
|
|
|
Hypothetical threshold level:
|
80.00
|
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
-50.00%
|
Because the hypothetical ending level is less than the hypothetical starting level by more than 20%, you would lose a portion of the face amount of your securities and receive the
maturity payment amount equal to:
$1,000 + ($1,000 × index return)
$1,000 + ($1,000 × -50.00%)
= $500.00
On the stated maturity date you would receive $500.00 per security.
P-14
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
|
|
Information Regarding The Index
|
All disclosures contained in this document regarding the Index, including, without limitation, its make-up, methods of calculation, and changes in any index
constituent stocks, have been derived from publicly available sources. We have not undertaken an independent review or due diligence of any publicly available information
with respect to the Reference Asset. The information reflects the policies of, and is subject to change by, the index sponsor. The index sponsor, owns the copyrights and all other rights to the applicable Index, has no obligation to continue to
publish, and may discontinue publication of, the Index. None of the websites referenced in the Index description below, or any materials included in those websites, are incorporated by reference into this document or any document incorporated
herein by reference.
The graph below sets forth the information relating to the historical performance of the Index for the periods specified. We obtained the information regarding the historical
performance of the Index in the graph below from Bloomberg Professional® service (“Bloomberg”). We have not conducted any independent review or due diligence of any publicly available information or historical performance information from
Bloomberg with respect to the Index. You are urged to make your own investigation into the Index.
|
The S&P 500® Index
|
We have derived all information regarding the S&P 500® Index (“SPX”) contained in
this document, including, without limitation, its make‑up, method of calculation and changes in its components, from publicly available information. Such information reflects the policies of, and is
subject to change by S&P Dow Jones Indices LLC (its “Index Sponsor” or “S&P Dow Jones”).
SPX is published by S&P Dow Jones, but S&P Dow Jones has no obligation to continue to publish SPX, and may discontinue publication of SPX at any time. SPX is
determined, comprised and calculated by S&P Dow Jones without regard to this instrument.
As discussed more fully in the underlier supplement under the heading “Indices — S&P 500® Index”, SPX is intended to provide an indication of the pattern of common
stock price movement. The calculation of the value of SPX is based on the relative value of the aggregate market value of the common stock of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of
500 similar companies during the base period of the years 1941 through 1943. Select information regarding top constituents and industry and/or sector weightings may be made available by the Index Sponsor on its website.
Historical Information
We obtained the closing levels of the Index in the graph below from Bloomberg, without independent verification.
The following graph sets forth daily closing levels of the Index for the period from January 1, 2021 to February 6, 2026. The closing level on February 6, 2026 was 6,932.30. The historical
performance of the Index should not be taken as an indication of the future performance of the Index, and no assurance can be given as to the closing level of the Index on any day during the term of the securities. We cannot give you any assurance
that the performance of the Index will result in any positive return on your initial investment.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
P-15
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
|
|
Material U.S. Federal Income Tax Consequences
|
You should carefully review the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement. The following discussion, when read in combination with that
section, constitutes the full opinion of our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson, LLP, regarding the material U.S. federal income and certain estate tax consequences of owning and disposing of the securities.
Due to the absence of statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are
substantially the same as the securities, no assurance can be given that the IRS or a court will agree with the tax treatment described herein. By purchasing the securities, the Bank and you agree, in the absence of a statutory or regulatory change
or an administrative determination or judicial ruling to the contrary, to characterize the securities as prepaid derivative contracts with respect to the Index. If the securities are so treated, upon the taxable disposition (including cash
settlement) of your securities, you generally should recognize gain or loss equal to the difference between the amount realized on such taxable disposition and your tax basis in the securities. Such gain or loss should be long-term capital gain or
loss if you have held your securities for more than one year (otherwise, short-term capital gain or loss). The deductibility of capital losses is subject to limitations.
Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, is of the opinion that it would be reasonable to treat your
securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities could alternatively be treated for tax purposes as a single
contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the securities could differ materially and adversely from the treatment described above, as described further under
“Material U.S. Federal Income Tax Consequences – Alternative Treatments” in the accompanying product supplement.
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”, such as the securities, and similar
financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. In addition, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any
legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult
your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. For purposes of the following discussion, a “non-U.S. holder” is a beneficial owner of the securities that is not a U.S. holder (as defined in the accompanying product supplement).
Subject to Section 871(m) of the Code and Section 897 of the Code (as discussed below) and FATCA (as discussed below and in the accompanying product supplement), a non-U.S. holder should generally not be subject to U.S. withholding tax with respect
to payments on the securities or to generally applicable information reporting and backup withholding requirements with respect to payments on the securities if the non-U.S. holder complies with certain certification and identification requirements
as to their non-U.S. status including providing us (and/or the applicable withholding agent) a properly executed and fully completed applicable IRS Form W-8. Subject to Section 897 of the Code and Section 871(m) of the Code, discussed below, gain
realized from the taxable disposition of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S., (ii) the non-U.S. holder is a
non-resident alien individual and is present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) the non-U.S. holder has certain other present or former connections
with the U.S.
Section 897. We will not attempt to ascertain whether any issuer of an index constituent stock would be treated as a “United States real property holding
corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the securities should be treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If any
such entity and/or the securities were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a security upon a taxable disposition of the security to
U.S. federal income tax on a net basis, and the gross proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of any such entity as a USRPHC and/or the
securities as USRPI in light of their individual circumstances, including any other interest they may have in a relevant issuer.
Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain “dividend
equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities or indices containing U.S. equity securities. The withholding tax can
apply even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that have a
delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2017. However, the IRS has issued guidance that states
that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked instruments that are not delta-one
specified equity-linked instruments and are issued before January 1, 2027.
P-16
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Contingent Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 19, 2031
|
Based on our determination that the securities are not “delta-one” with respect to the Index or any index constituent stock, our special U.S. tax counsel is of the opinion that the securities should
not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination. It is also possible that
withholding tax or other tax under Section 871(m) of the Code could apply to the securities under these rules if you enter, or have entered, into certain other transactions in respect of the Index, any index constituent stock or the securities. If
you enter, or have entered, into other transactions in respect of the Index, any index constituent stock or the securities, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your securities in the context
of your other transactions. Furthermore, the application of Section 871(m) of the Code will depend on our determinations on the date the terms of the securities are set. If withholding is required, we or our agents, including WFS, will not make
payments of any additional amounts.
Nevertheless, after the date the terms are set, it is possible that your securities could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting the Index, any index
constituent stock or the securities, and following such occurrence your securities could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that withholding tax or
other tax under Section 871(m) of the Code could apply to the securities under these rules if you enter, or have entered, into certain other transactions in respect of the Index, any index constituent stock or the securities. If you enter, or have
entered, into other transactions in respect of the Index, any index constituent stock or the securities, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your securities in the context of your other
transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the securities, you are urged to consult your tax advisor regarding the potential application
of Section 871(m) of the Code and the 30% withholding tax to an investment in the securities.
FATCA. As discussed in the accompanying product supplement, FATCA generally imposes a 30% U.S. withholding tax on “withholdable payments” (i.e., certain
U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can produce U.S.
-source interest or dividends) and “passthru payments” (i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of their affiliates) unless the payee foreign financial institution
agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account at the institution (or the relevant affiliate) and to annually report certain information about such account. FATCA also requires withholding
agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or do not certify that they do not have any substantial U.S. owners) to
withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes. Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under
FATCA will generally apply to certain “withholdable payments”, will not apply to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two
years after final regulations defining the term “foreign passthru payment” are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign
financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules. If you are a non-U.S. holder, you should consult your tax
advisor regarding the potential application of FATCA to the securities, including the availability of certain refunds or credits. If withholding is required, we (or our agents, including WFS) will not be required to pay additional amounts with
respect to the amounts so withheld.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. Securities may be subject to U.S. federal estate tax if an individual non-U.S. holder or an entity the
property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes holds the securities at the time of his or her death. The gross estate of a non-U.S. holder domiciled outside the U.S. includes only
property situated in the U.S. Individual non-U.S. holders should consult their tax advisors regarding the U.S. federal estate tax consequences of holding the securities at death.
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