The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, prospectus supplement
and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
Subject To Completion, dated July 7, 2025
PRICING SUPPLEMENT dated July , 2025
(To Product Supplement No. WF1 dated March 25, 2025,
Prospectus Supplement dated March 25, 2025
and Prospectus dated March 25, 2025)
|
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-285508
|
|
|
Bank of Montreal
Senior Medium-Term Notes, Series
K
Equity Linked Securities
|
|
Market Linked Securities—Auto-Callable with
Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet
Inc. due July 21, 2028
|
| n | Linked
to the lowest performing of the common stock of Advanced Micro Devices, Inc., the common stock of Amazon.com, Inc. and the Class A common
stock of Alphabet Inc. (each referred to as an “Underlier”) |
| n | Unlike ordinary debt securities,
the securities do not pay interest or repay a fixed amount of principal at maturity and are subject to potential automatic call upon the
terms described below. Whether the securities are automatically called for a fixed call premium or, if not automatically called, the maturity
payment amount, will depend, in each case, on the performance of the lowest performing Underlier on the call date or the final calculation
day, as applicable. The lowest performing Underlier on the call date or the final calculation day is the Underlier with the lowest underlier
return on that day, calculated for each Underlier as the percentage change from its starting value to its closing value on that day |
| n | Automatic Call. If
the closing value of the lowest performing Underlier on the call date occurring approximately one year after issuance is greater than
or equal to its call threshold value, the securities will be automatically called for the face amount plus a call premium of at least
25.35% of the face amount (to be determined on the pricing date). The call threshold value for each Underlier is equal to 90% of its starting
value. |
| n | Maturity Payment Amount.
If the securities are not automatically called, you will receive a maturity payment amount that could be greater than, equal to or less
than the face amount depending on the ending value of the lowest performing Underlier on the final calculation day as follows: |
n
If the ending value of the lowest performing Underlier on the final calculation
day is greater than its starting value, you will receive the face amount plus a positive return equal to 200% of the percentage
increase in the value of that Underlier from its starting value
n
If the ending value of the lowest performing Underlier on the final calculation
day is less than its starting value but not by more than 45%, you will receive the face amount plus a positive return equal to
the absolute value of the percentage decline in the value of that Underlier from its starting value, which will effectively be capped
at a positive return of 45%
n
If the ending value of the lowest performing Underlier on the final calculation
day is less than its starting value by more than 45%, you will have full downside exposure to the decrease in the value of the lowest
performing Underlier on the final calculation day from its starting value, and you will lose more than 45%, and possibly all, of the face
amount of your securities
| n | Investors may lose a significant
portion or all of the face amount |
| n | If the securities are
automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation
of any Underlier, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate
in any appreciation of any Underlier at the upside participation rate |
| n | Your return on the securities will depend solely on the performance of the Underlier
that is the lowest performing Underlier on the call date or the final calculation day, as applicable. You will not benefit in any way
from the performance of the better performing Underliers. Therefore, you will be adversely affected if any Underlier performs poorly,
even if the other Underliers perform favorably |
| n | All payments on the securities
are subject to the credit risk of Bank of Montreal, and you will have no ability to pursue any Underlier for payment; if Bank of Montreal
defaults on its obligations, you could lose some or all of your investment |
| n | No periodic interest payments
or dividends |
| n | No exchange listing; designed
to be held to maturity or automatic call |
On the date of this preliminary pricing supplement,
the estimated initial value of the securities is $969.80 per security. The estimated initial value of the securities at pricing may differ
from this value but will not be less than $919.00 per security. However, as discussed in more detail in this pricing supplement, the actual
value of the securities at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Value of the
Securities” in this pricing supplement.
The securities have complex features and investing
in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations”
beginning on page PRS-9 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement, page S-2
of the prospectus supplement and page 9 of the prospectus.
The securities are the unsecured obligations
of Bank of Montreal, and, accordingly, all payments on the securities are subject to the credit risk of Bank of Montreal. If Bank of Montreal
defaults on its obligations, you could lose some or all of your investment. The securities are not insured by the Federal Deposit Insurance
Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency.
The securities are not bail-inable notes and
are not subject to conversion into our common shares or the common shares of any of our affiliates under subsection 39.2(2.3) of the Canada
Deposit Insurance Corporation Act.
Neither the Securities and Exchange Commission
nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation
to the contrary is a criminal offense.
|
Original Offering Price
|
Agent Discount(1)(2)
|
Proceeds to Bank of Montreal
|
Per Security |
$1,000.00 |
$25.75 |
$974.25 |
Total |
|
|
|
| (1) | Wells Fargo Securities, LLC is the agent for the distribution of the securities and is acting as principal.
See “Terms of the Securities—Agent” and “Estimated Value of the Securities” in this pricing supplement for
further information. |
| (2) | In respect of certain securities sold in this offering, our affiliate, BMO Capital Markets Corp., may
pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with
the distribution of the securities to other securities dealers. |
Wells Fargo Securities
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Issuer: |
Bank of Montreal. |
|
|
The Market Measures (each referred to as an “Underlier,” and collectively as the “Underliers”), Bloomberg ticker symbols, starting values, call threshold values and downside threshold values are set forth in the table below. |
|
Market Measures: |
Market Measure |
Bloomberg
Ticker Symbol |
Starting
Value(1) |
Call
Threshold
Value(2) |
Downside
Threshold
Value(3) |
The Common Stock of Advanced Micro Devices, Inc. |
AMD |
$ |
$ |
$ |
The Common Stock of Amazon.com, Inc. |
AMZN |
$ |
$ |
$ |
The Class A Common Stock of Alphabet Inc. |
GOOGL |
$ |
$ |
$ |
|
(1) With
respect to each Underlier, its closing value on the pricing date.
(2) With
respect to each Underlier, 90% of its starting value.
(3) With
respect to each Underlier, 55% of its starting value. |
|
Pricing Date*: |
July 18, 2025. |
|
Issue Date*: |
July 23, 2025. |
|
Original Offering
Price: |
$1,000 per security. |
|
Face Amount: |
$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000. |
|
Automatic Call: |
If the closing value of the lowest performing
Underlier on the call date is greater than or equal to its call threshold value, the securities will be automatically called, and on the
call settlement date, you will receive the face amount per security plus the call premium.
If the securities are automatically
called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of
any Underlier, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate
in any appreciation of any Underlier at the upside participation rate.
If the securities are automatically called,
they will cease to be outstanding on the related call settlement date and you will have no further rights under the securities after the
call settlement date. You will not receive any notice from us if the securities are automatically called.
|
|
Call Date*: |
July 23, 2026, subject to postponement. |
|
Call Premium: |
At least 25.35% of the face amount, or at least $253.50 per $1,000 face amount of the securities (the actual call premium will be determined on the pricing date). |
|
Call Settlement
Date: |
Three business days after the call date (as the call date may be postponed pursuant to “—Market Disruption Events and Postponement Provisions” below, if applicable). |
|
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Maturity Payment
Amount: |
If the securities are not automatically
called on the call date, then on the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars
equal to the maturity payment amount. The “maturity payment amount” per security will equal:
• if
the ending value of the lowest performing Underlier on the final calculation day is greater than its starting value:
$1,000 + ($1,000
× underlier return of the lowest performing Underlier on the final calculation day × upside participation rate)
• f
the ending value of the lowest performing Underlier on the final calculation day is less than or equal to its starting value, but greater
than or equal to its downside threshold value:
$1,000 + ($1,000
× absolute value of underlier return of the lowest performing Underlier on the final calculation day); or
• if
the ending value of the lowest performing Underlier on the final calculation day is less than its downside threshold value:
$1,000 + ($1,000
× underlier return of the lowest performing Underlier on the final calculation day)
If the securities are not automatically
called, and the ending value of the lowest performing Underlier on the final calculation day is less than its downside threshold value,
you will have full downside exposure to the decrease in the value of the lowest performing Underlier on the final calculation day from
its starting value and will lose more than 45%, and possibly all, of the face amount of your securities at maturity.
|
|
Stated Maturity
Date*: |
July 21, 2028, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date. |
|
Lowest
Performing
Underlier: |
For the call date or the final calculation day, the “lowest performing Underlier” will be the Underlier with the lowest underlier return on that day. |
|
Closing Value: |
With respect to each Underlier, closing value has the meaning assigned to “stock closing price” set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement. The closing value of each Underlier is subject to adjustment through the adjustment factor as described in the accompanying product supplement. |
|
Ending Value: |
The “ending value” of an Underlier will be its closing value on the final calculation day. |
|
Upside
Participation
Rate: |
200%. |
|
Underlier Return: |
For the call date or the final calculation
day, the “underlier return” with respect to an Underlier is the percentage change from its starting value to its closing
value on that day, measured as follows:
closing value on that day –
starting value
starting value
If the underlier return of an Underlier
is equal to -5%, the absolute value of the underlier return for that Underlier would be +5%. |
|
Final Calculation
Day*: |
July 18, 2028, subject to postponement. |
|
Market
Disruption Events
and
Postponement
Provisions: |
The call date and the final calculation
day are subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity
date will be postponed if the final calculation day is postponed and will be adjusted for non-business days.
For more information regarding adjustments
to the call date, the final calculation day, the call settlement date, 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 Multiple Market Measures” and “—Payment
Dates” in the accompanying product supplement. For purposes of the accompanying product supplement, each of the call date and the
final calculation day is a “calculation day,” and the call settlement date and the stated maturity date is a “payment
date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General
Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the
accompanying product supplement.
|
|
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Calculation
Agent: |
BMO Capital Markets Corp. (“BMOCM”). |
|
Material Tax
Consequences: |
For a discussion of material U.S. federal income and certain estate tax consequences and Canadian federal income tax consequences of the ownership and disposition of the securities, see “United States Federal Income Tax Considerations” below and the sections of the product supplement entitled “United States Federal Income Tax Considerations” and “Canadian Federal Income Tax Consequences.” |
|
Agent: |
Wells Fargo Securities, LLC (“WFS”)
is the agent for the distribution of the securities. The agent will receive an agent discount of up to $25.75 per security. The agent
may resell the securities to other securities dealers at the original offering price of the securities less a concession not in excess
of $20.00 per security. Such securities dealers may include Wells Fargo Advisors (“WFA”) (the trade name of the retail
brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In
addition to the concession allowed to WFA, WFS may pay $0.75 per security of the agent discount that it receives to WFA as a distribution
expense fee for each security sold by WFA.
In addition, in respect of certain
securities sold in this offering, BMOCM may pay a fee of up to $3.00 per security to selected securities dealers in consideration for
marketing and other services in connection with the distribution of the securities to other securities dealers.
WFS, BMOCM and/or one or more of their
respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they assume the risks
inherent in hedging our obligations under the securities. If WFS or any other dealer participating in the distribution of the securities
or any of their affiliates conduct hedging activities for us in connection with the securities, that dealer or its affiliates will expect
to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition
to any discount, concession or fee received in connection with the sale of the securities to you.
|
|
Denominations: |
$1,000 and any integral multiple of $1,000. |
|
CUSIP: |
06376ER53 |
|
____________________
| * | To the extent that we make any change to the expected pricing date or expected issue date, the call date,
the final calculation day and stated maturity date may also be changed in our discretion to ensure that the term of the securities remains
the same. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Additional Information About the Issuer and the Securities |
You should read this pricing supplement together
with product supplement no. WF1 dated March 25, 2025, the prospectus supplement dated March 25, 2025 and the prospectus dated March 25,
2025 for additional information about the securities. To the extent that disclosure in this pricing supplement is inconsistent with the
disclosure in the product supplement, prospectus supplement or prospectus, the disclosure in this pricing supplement will control. Certain
defined terms used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.
Our Central Index Key, or CIK, on the SEC website
is 927971. When we refer to “we,” “us” or “our” in this pricing supplement, we
refer only to Bank of Montreal.
You may access the product supplement, prospectus
supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filings for the
relevant date on the SEC website):
| • | Product Supplement No. WF1 dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000121465925004724/b321251424b2.htm
| • | Prospectus Supplement and Prospectus dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Estimated Value of the Securities |
Our estimated initial value of the securities equals
the sum of the values of the following hypothetical components:
| · | a fixed-income debt component with the same tenor as the securities, valued using our internal funding
rate for structured notes; and |
| · | one or more derivative transactions relating to the economic terms of the securities. |
The internal funding rate used in the determination
of the initial estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value
of these derivative transactions is derived from our internal pricing models. These models are based on factors such as the traded market
prices of comparable derivative instruments and on other inputs, which include volatility, dividend rates, interest rates and other factors.
As a result, the estimated initial value of the securities is based on market conditions at the time it is calculated.
For more information about the estimated initial
value of the securities, see “Selected Risk Considerations” below.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
The securities are not appropriate for all
investors. The securities may be an appropriate investment for investors who:
| § | seek a fixed return equal to the call premium
if the securities are automatically called on the call date; |
| § | understand that the securities may be automatically
called prior to the stated maturity and that the term of the securities may be reduced; |
| § | seek exposure at the upside participation rate
to the upside performance of the lowest performing Underlier on the final calculation day if the securities are not automatically called
and its ending value is greater than its starting value; |
| § | understand that any positive return based on
a decrease in the value of the lowest performing Underlier on the final calculation day will be effectively capped and that if the ending
value of the lowest performing Underlier on the final calculation day declines below its downside threshold value, such decline will result
in a loss, rather than a positive return, on the securities; |
| § | desire payment of the face amount at maturity
if the securities are not automatically called so long as the ending value of the lowest performing Underlier on the final calculation
day is not less than its downside threshold value; |
| § | are willing to accept the risk that, if the securities are not automatically
called and the ending value of the lowest performing Underlier on the final calculation day is less than its downside threshold value,
they will be fully exposed to the decrease in the value of the lowest performing Underlier on the final calculation day from its starting
value, and will lose a significant portion, and possibly all, of the face amount per security at maturity; |
| § | understand that the return on the securities
will depend solely on the performance of the Underlier that is the lowest performing Underlier on the call date or the final calculation
day, as applicable, and that they will not benefit in any way from the performance of the better performing Underliers; |
| § | understand that the securities are riskier than
alternative investments linked to only one of the Underliers or linked to a basket composed of each Underlier; |
| § | understand and are willing to accept the full
downside risks of each Underlier; |
| § | are willing to forgo interest payments on the
securities and dividends on the Underliers; and |
| § | are willing to hold the securities until maturity
or automatic call. |
The securities may not be an appropriate investment
for investors who:
| § | seek a liquid investment or are unable or unwilling
to hold the securities to maturity or automatic call; |
| § | seek a security with a fixed term; |
| § | are unwilling to accept the risk that the securities
may not be automatically called and the ending value of the lowest performing Underlier on the final calculation day may be less than
its downside threshold value; |
| § | seek full return of the face amount of the securities
at stated maturity; |
| § | are unwilling to purchase securities with an
estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value
set forth on the cover page; |
| § | seek current income over the term of the securities; |
| § | are unwilling to accept the risk of exposure
to the Underliers; |
| § | seek exposure to a basket composed of each Underlier
or a similar investment in which the overall return is based on a blend of the performances of the Underliers, rather than solely on the
lowest performing Underlier; |
| § | seek exposure to the Underliers but are unwilling
to accept the risk/return trade-offs inherent in the maturity payment amount for the securities; |
| § | are unwilling to accept the credit risk of Bank
of Montreal to obtain exposure to the Underliers generally, or to the exposure to the Underliers that the securities provide specifically;
or |
| § | prefer the lower risk of fixed income investments
with comparable maturities issued by companies with comparable credit ratings. |
The considerations identified above are not
exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the
sections titled “Selected Risk Considerations” herein and “Risk Factors” in the accompanying product supplement
for risks related to an investment in the securities. For more information about the Underliers, please see the sections titled “Advanced
Micro Devices, Inc.”, “Amazon.com, Inc.” and “Alphabet Inc.” below.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Determining Timing and Amount of Payment on the Securities |
Whether the securities are automatically called
on the call date for the call premium will be determined based on the closing value of the lowest performing Underlier on the call date
as follows:
Step 1: Determine which Underlier is the
lowest performing Underlier on the call date. The lowest performing Underlier on the call date is the Underlier with the lowest underlier
return on the call date, calculated for each Underlier as the percentage change from its starting value to its closing value on the call
date.
Step 2: Determine whether the securities
are automatically called for the call premium based on the closing value of the lowest performing Underlier on the call date, as follows:

If the securities have not been automatically called,
then on the stated maturity date, you will receive a cash payment per security (the maturity payment amount) calculated as follows:
Step 1: Determine which Underlier is the
lowest performing Underlier on the final calculation day. The lowest performing Underlier on the final calculation day is the Underlier
with the lowest underlier return on the final calculation day, calculated for each Underlier as the percentage change from its starting
value to its ending value.
Step 2: Calculate the maturity payment amount
based on the ending value of the lowest performing Underlier on the final calculation day, as follows:

Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Selected Risk Considerations |
The securities have complex features and investing
in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to
an investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the
securities generally in the “Risk Factors” section of the accompanying product supplement and prospectus supplement. You should
reach an investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the securities
in light of your particular circumstances.
Risks Relating To The Securities Generally
If The Securities Are Not Automatically Called
And The Ending Value Of The Lowest Performing Underlier On The Final Calculation Day Is Less Than Its Downside Threshold Value, You Will
Lose More Than 45%, And Possibly All, Of The Face Amount Of Your Securities At Maturity.
If the securities are not automatically called,
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 value of the lowest performing Underlier on the final calculation day relative to its starting
value and the other terms of the securities. Because the value of each Underlier 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 securities are not automatically called
and the ending value of the lowest performing Underlier on the final calculation day is less than its downside threshold value, the maturity
payment amount will be less than the face amount and you will have full downside exposure to the decrease in the value of the lowest performing
Underlier on the final calculation day from its starting value. The downside threshold value for each Underlier is 55% of its starting
value. For example, if the lowest performing Underlier on the final calculation day has declined by 45.1% from its starting value to its
ending value, you will not receive any benefit of the contingent downside feature and you will lose 45.1% of the face amount per security.
As a result, you will not receive any protection if the ending value of the lowest performing Underlier on the final calculation day is
less than its downside threshold value and you will lose more than 45%, and possibly all, of the face amount per security at maturity.
This is the case even if the value of the lowest performing Underlier on the final calculation day is greater than or equal to its starting
value or its downside threshold value at certain times during the term of the securities.
If the securities are not automatically called,
even if the ending value of the lowest performing Underlier on the final calculation day is greater than its starting value, 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 Bank of Montreal or another issuer with a similar credit rating with
the same stated maturity date.
If The Securities Are Automatically Called,
Your Return Will Be Limited To The Call Premium.
If the securities are automatically called, the
positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of any Underlier,
which may be significant. Accordingly, if the securities are automatically called, the return on the securities may be less than the return
on a direct investment in any Underlier. If the securities are automatically called, you will no longer have the opportunity to participate
in any appreciation of any Underlier at the upside participation rate.
Any Positive Return Based On The Depreciation
Of The Lowest Performing Underlier On The Final Calculation Day Is Effectively Capped.
Any positive return based on the depreciation of
the lowest performing Underlier on the final calculation day will be effectively capped because the contingent absolute return feature
is only operative if the ending value of the lowest performing Underlier on the final calculation day declines from its starting value
but not below its downside threshold value. If the ending value of the lowest performing Underlier on the final calculation day declines
below its downside threshold value, such decline will result in a loss, rather than a positive return, on the securities.
The Securities Are Subject To The Full Risks
Of Each Underlier And Will Be Negatively Affected If Any Underlier Performs Poorly, Even If The Other Underliers Perform Favorably.
You are subject to the full risks of each Underlier.
If any Underlier performs poorly, you will be negatively affected, even if the other Underliers perform favorably. The securities are
not linked to a basket composed of the Underliers, where the better performance of some Underliers could offset the poor performance of
others. Instead, you are subject to the full risks of whichever Underlier is the lowest performing Underlier on the call date or the final
calculation day, as applicable. As a result, the securities are riskier than an alternative investment linked to only one of the Underliers
or linked to a basket composed of each Underlier. You should not invest in the securities unless you understand and are willing to accept
the full downside risks of each Underlier.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Your Return On The Securities Will Depend Solely
On The Performance Of The Underlier That Is The Lowest Performing Underlier On The Call Date Or The Final Calculation Day, As Applicable,
And You Will Not Benefit In Any Way From The Performance Of The Better Performing Underliers.
Your return on the securities will depend solely
on the performance of the Underlier that is the lowest performing Underlier on the call date or the final calculation day, as applicable.
Although it is necessary for each Underlier to close at or above its respective call threshold value on the call date in order for the
securities to be automatically called for the call premium or at or above its respective downside threshold value on the final calculation
day in order for you to not lose a portion of the face amount of your securities at maturity, you will not benefit in any way from the
performance of the better performing Underliers. The securities may underperform an alternative investment linked to a basket composed
of the Underliers, since in such case the performance of the better performing Underliers would be blended with the performance of the
lowest performing Underlier, resulting in a better return than the return of the lowest performing Underlier alone.
You Will Be Subject To Risks Resulting From
The Relationship Among The Underliers.
It is preferable from your perspective for the
Underliers to be correlated with each other so that their values will tend to increase or decrease at similar times and by similar magnitudes.
By investing in the securities, you assume the risk that the Underliers will not exhibit this relationship. The less correlated the Underliers,
the more likely it is that one of the Underliers will be performing poorly at any time over the term of the securities. All that is necessary
for the securities to perform poorly is for one of the Underliers to perform poorly; the performance of the better performing Underliers
is not relevant to your return on the securities. It is impossible to predict what the relationship among the Underliers will be over
the term of the securities. To the extent the Underliers operate in different industries or sectors of the market, such industries and
sectors may not perform similarly over the term of the securities.
You Will Be Subject To Reinvestment Risk.
If your securities are automatically called, the
term of the securities may be reduced. There is no guarantee that you would be able to reinvest the proceeds from an investment in the
securities at a comparable return for a similar level of risk in the event the securities are automatically called prior to maturity.
The Securities Do Not Pay Interest.
The securities will not pay any interest. Accordingly,
you should not invest in the securities if you seek current income during the term of the securities.
The Securities Are Subject To Credit Risk.
The securities are our obligations and are not,
either directly or indirectly, an obligation of any third party. Any amounts payable under the securities are subject to our creditworthiness
and you will have no ability to pursue any Underlier for payment. As a result, our actual and perceived creditworthiness may affect the
value of the securities and, in the event we were to default on our obligations under the securities, you may not receive any amounts
owed to you under the terms of the securities.
The U.S. Federal Income Tax Consequences Of
An Investment In The Securities Are Unclear.
There is no direct legal authority regarding the
proper U.S. federal income tax treatment of the securities and we do not plan to request a ruling from the Internal Revenue Service (the
“IRS”) with respect to the securities. Consequently, significant aspects of the tax treatment of the securities are
uncertain, and the IRS or a court might not agree with our intended treatment of them, as described in “United States Federal Income
Tax Considerations” below. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences
of the ownership and disposition of the securities, including the timing and character of income recognized by U.S. investors, and the
withholding tax consequences to non-U.S. investors, might be materially and adversely affected. Moreover, future legislation, Treasury
regulations or IRS guidance could adversely affect the U.S. federal income tax treatment of the securities, possibly retroactively.
You should review carefully the sections of this
pricing supplement and the accompanying product supplement entitled “United States Federal Income Tax Considerations” and
consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the securities, as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
The Stated Maturity Date May Be Postponed If
The Final Calculation Day Is Postponed.
The final calculation day will be postponed if
the originally scheduled final calculation day is not a trading day or if the calculation agent determines that a market disruption event
has occurred or is continuing on that day. If such a postponement occurs, the stated maturity date may be postponed. For additional information,
see “General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities
Linked to Multiple Market Measures” and “—Payment Dates” in the accompanying product supplement.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Risks
Relating To The Estimated Value Of The Securities And Any Secondary Market
The Estimated Value Of The Securities On The
Pricing Date, Based On Our Proprietary Pricing Models, Will Be Less Than The Original Offering Price.
Our initial estimated value of the securities is
only an estimate, and is based on a number of factors. The original offering price of the securities may exceed our initial estimated
value, because costs associated with offering, structuring and hedging the securities are included in the original offering price, but
are not included in the estimated value. These costs will include any agent discount and selling concessions and the cost of hedging our
obligations under the securities through one or more hedge counterparties (which may be one or more of our affiliates or an agent or its
affiliates). Such hedging cost includes our or our hedge counterparty’s expected cost of providing such hedge, as well as the profit
we or our hedge counterparty expect to realize in consideration for assuming the risks inherent in providing such hedge.
The Terms Of The Securities Are Not Determined
By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.
To determine the terms of the securities, we use
an internal funding rate that represents a discount from the credit spreads for our conventional fixed-rate debt. As a result, the terms
of the securities are less favorable to you than if we had used a higher funding rate.
The Estimated Value Of The Securities Is Not
An Indication Of The Price, If Any, At Which WFS Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.
Our initial estimated value of the securities is
derived using our internal pricing models. This value is based on market conditions and other relevant factors, which include volatility
and correlation of the Underliers, dividend rates and interest rates. Different pricing models and assumptions, including those used by
the agent, its affiliates or other market participants, could provide values for the securities that are greater than or less than our
initial estimated value. In addition, market conditions and other relevant factors after the pricing date are expected to change, possibly
rapidly, and our assumptions may prove to be incorrect. After the pricing date, the value of the securities could change dramatically
due to changes in market conditions, our creditworthiness, and the other factors discussed in the next risk factor. These changes are
likely to impact the price, if any, at which WFS or its affiliates or any other party (including us or our affiliates) would be willing
to purchase the securities from you in any secondary market transactions. Our initial estimated value does not represent a minimum price
at which WFS or any other party (including us or our affiliates) would be willing to buy your securities in any secondary market at any
time.
WFS has advised us that if it, WFA or any of their
affiliates makes a secondary market in the securities at any time, the secondary market price offered by it, WFA or any of their affiliates
will be affected by changes in market conditions and other factors described in the next risk factor. WFS has advised us that if it, WFA
or any of their affiliates makes a secondary market in the securities at any time up to the issue date or during the 3-month period following
the issue date, the secondary market price offered by it, WFA or any of its affiliates will be increased by an amount reflecting a portion
of the costs associated with selling, structuring and hedging the securities that are included in their original offering price. Because
this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their
affiliates offers during this period will be higher than it otherwise would be after this period, as any secondary market price offered
after this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase
in the secondary market price will decline steadily to zero over this 3-month period. WFS has advised us that, if you hold the securities
through an account with WFS, WFA or any of their affiliates, WFS expects that this increase will also be reflected in the value indicated
for the securities on your brokerage account statement. If you hold your securities through an account at a broker-dealer other than WFS,
WFA or any of their affiliates, the value of the securities on your brokerage account statement may be different than if you held your
securities at WFS, WFA or any of their affiliates.
The Value Of The Securities Prior To Stated
Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to stated maturity
will be affected by the then-current value of each Underlier, interest rates at that time and a number of other factors, some of which
are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following
factors, which are described in more detail in the accompanying product supplement, are expected to affect the value of the securities:
performance of the Underliers; interest rates; volatility of the Underliers; correlation among the Underliers; time remaining to maturity;
and dividend yields on the Underliers. When we refer to the “value” of your securities, we mean the value you could
receive for your securities if you are able to sell them in the open market before the stated maturity date.
In addition to these factors, the value of the
securities will be affected by actual or anticipated changes in our creditworthiness. The value of the securities will also be limited
by the automatic call feature because if the securities are automatically called, your return will be limited to the call premium, and
you will not receive the potentially higher payment that may have been paid if you had held the securities until the stated maturity date.
You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all
of any change in the value of the securities attributable to another factor, such as a change in the value of any or all of the Underliers.
Because numerous factors are expected to affect the value of the securities, changes in the values of the Underliers may not result in
a comparable change in the value of the securities.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
The Securities Will Not Be Listed On Any Securities
Exchange And We Do Not Expect A Trading Market For The Securities To Develop.
The securities will not be listed or displayed
on any securities exchange. Although the agent and/or its affiliates may purchase the securities from holders, they are not obligated
to do so and are not required to make a market for the securities. There can be no assurance that a secondary market will develop. Because
we do not expect that any market makers will participate in a secondary market for the securities, the price at which you may be able
to sell your securities is likely to depend on the price, if any, at which the agent is willing to buy your securities.
If a secondary market does exist, it may be limited.
Accordingly, there may be a limited number of buyers if you decide to sell your securities prior to stated maturity. This may affect the
price you receive upon such sale. Consequently, you should be willing to hold the securities to stated maturity.
Risks Relating To The Underliers
Whether The Securities Will Be Automatically
Called And The Maturity Payment Amount Will Depend Upon The Performance Of The Underliers 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 Underliers. Investing in the securities is not equivalent to investing in the Underliers. As an investor in the
securities, your return will not reflect the return you would realize if you actually owned and held each Underlier for a period similar
to the term of the securities because you will not receive any dividend payments, distributions or any other payments paid on the Underliers.
As a holder of the securities, you will not have any voting rights or any other rights that holders of the Underliers would have. |
| · | Historical Values Of The Underliers Should
Not Be Taken As An Indication Of The Future Performance Of The Underliers During The Term Of The Securities. |
| · | The Securities May Become Linked To The Common
Stock Of A Company Other Than The Original Underlying Stock Issuers. |
| · | We Cannot Control Actions By An Underlying
Stock Issuer. |
| · | We And Our Affiliates Have No Affiliation
With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information. |
| · | You Have Limited Anti-dilution Protection. |
The Securities Will Be Subject To Single Stock
Risk.
The value of an Underlier can rise or fall sharply
due to factors specific to that Underlier, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory
developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility
and prices, interest rates and economic and political conditions.
Risks Relating To Conflicts Of Interest
Our Economic Interests And Those Of Any Dealer
Participating In The Offering Are Potentially Adverse To Your Interests.
You should be aware of the following ways in which
our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a “participating
dealer,” are potentially adverse to your interests as an investor in the securities. In engaging in certain of the activities
described below and as discussed in more detail in the accompanying product supplement, our affiliates or any participating dealer or
its affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have
no obligation to consider your interests as an investor in the securities. Our affiliates or any participating dealer or its affiliates
may realize a profit from these activities even if investors do not receive a favorable investment return on the securities.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
| · | The calculation agent is our affiliate
and may be required to make discretionary judgments that affect the return you receive on the securities. BMOCM, which is our
affiliate, will be the calculation agent for the securities. As calculation agent, BMOCM will determine any values of the Underliers and
make any other determinations necessary to calculate any payments on the securities. In making these determinations, BMOCM may be required
to make discretionary judgments that may adversely affect any payments on the securities. See the sections entitled “General Terms
of the Securities— Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events” and “—Adjustment
Events” in the accompanying product supplement. In making these discretionary judgments, the fact that BMOCM is our affiliate may
cause it to have economic interests that are adverse to your interests as an investor in the securities, and BMOCM’s determinations
as calculation agent may adversely affect your return on the securities. |
| · | The estimated value of the securities was
calculated by us and is therefore not an independent third-party valuation. |
| · | Research reports by our affiliates or any
participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the values of
the Underliers. |
| · | Business activities of our affiliates or
any participating dealer or its affiliates with the Underlying Stock Issuers may adversely affect the values of the Underliers. |
| · | Hedging activities by our affiliates or
any participating dealer or its affiliates may adversely affect the values of the Underliers. |
| · | Trading activities by our affiliates or
any participating dealer or its affiliates may adversely affect the values of the Underliers. |
| · | A participating dealer or its affiliates
may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or other fee, creating
a further incentive for the participating dealer to sell the securities to you. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Hypothetical Examples and Returns |
The payout profile, return table and examples below
illustrate hypothetical payments upon an automatic call or at stated maturity for a $1,000 face amount security on a hypothetical offering
of securities under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical
examples do not represent the actual starting value, call threshold value or downside threshold value of any Underlier. The hypothetical
starting value of $100.00 for each Underlier has been chosen for illustrative purposes only and does not represent the actual starting
value of any Underlier. The actual starting value, call threshold value and downside threshold value for each Underlier will be determined
on the pricing date and will be set forth under “Terms of the Securities” above. For actual historical data of the Underliers,
see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases
the securities for $1,000 per security. These examples are for purposes of illustration only and the values used in the examples may have
been rounded for ease of analysis. The actual amount you receive at stated maturity or upon automatic call, and the resulting pre-tax
total rate of return will depend on the actual terms of the securities.
Hypothetical Call Premium: |
25.35% of the face amount (the lowest possible call premium that may be determined on the pricing date) |
Upside Participation Rate: |
200% |
Hypothetical Starting Value: |
For each Underlier, $100.00 |
Hypothetical Call Threshold Value: |
For each Underlier, $90.00 (90% of its hypothetical starting value) |
Hypothetical Downside Threshold
Value: |
For each Underlier, $55.00 (55% of its hypothetical starting value) |
Hypothetical Payout Profile

Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Hypothetical Returns
If the securities are automatically called:
If the securities are automatically called prior
to stated maturity, you will receive the face amount of your securities plus the call premium, resulting in a hypothetical pre-tax total
rate of return of 25.35%.
If the securities are not automatically called:
Hypothetical
ending value
of the lowest
performing
Underlier |
Hypothetical
underlier return of the
lowest performing
Underlier(1) |
Hypothetical
maturity payment
amount per security |
Hypothetical
pre-tax total
rate of return(2) |
$200.00 |
100.00% |
$3,000.00 |
200.00% |
$175.00 |
75.00% |
$2,500.00 |
150.00% |
$150.00 |
50.00% |
$2,000.00 |
100.00% |
$140.00 |
40.00% |
$1,800.00 |
80.00% |
$130.00 |
30.00% |
$1,600.00 |
60.00% |
$120.00 |
20.00% |
$1,400.00 |
40.00% |
$110.00 |
10.00% |
$1,200.00 |
20.00% |
$105.00 |
5.00% |
$1,100.00 |
10.00% |
$100.00 |
0.00% |
$1,000.00 |
0.00% |
$95.00 |
-5.00% |
$1,050.00 |
5.00% |
$90.00 |
-10.00% |
$1,100.00 |
10.00% |
$80.00 |
-20.00% |
$1,200.00 |
20.00% |
$70.00 |
-30.00% |
$1,300.00 |
30.00% |
$60.00 |
-40.00% |
$1,400.00 |
40.00% |
$55.00 |
-45.00% |
$1,450.00 |
45.00% |
$54.00 |
-46.00% |
$540.00 |
-46.00% |
$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 underlier return is equal to the percentage change from the starting value to the ending value (i.e.,
the ending value minus the starting value, divided by the starting value). |
| (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. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Hypothetical Examples Of Payment Upon An Automatic
Call Or At Stated Maturity
Example 1. The closing value of the lowest
performing Underlier on the call date is greater than its call threshold value, and the securities are automatically called on the call
date:
|
Common Stock of
Advanced Micro
Devices, Inc. |
Common Stock of
Amazon.com, Inc. |
Class A Common
Stock of Alphabet
Inc. |
Hypothetical starting value: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical closing value on the call date: |
$140.00 |
$150.00 |
$130.00 |
Hypothetical call threshold value: |
$90.00 |
$90.00 |
$90.00 |
Hypothetical underlier return on the call date: |
40.00% |
50.00% |
30.00% |
Step 1: Determine which Underlier is the lowest performing
Underlier on the call date.
In this example, the Class A common stock of Alphabet Inc.
has the lowest underlier return and is, therefore, the lowest performing Underlier on the call date.
Step 2: Determine whether the
securities will be automatically called on the call date.
Because the hypothetical closing value
of the lowest performing Underlier on the call date is greater than its hypothetical call threshold value, the securities are automatically
called on the call date and you will receive on the call settlement date the face amount of your securities plus a call premium of 25.35%
of the face amount. Even though the lowest performing Underlier on the call date appreciated by 30.00% from its starting value to its
closing value on the call date in this example, your return is limited to the call premium of 25.35%.
On the call settlement date, you would
receive $1,253.50 per security.
Example 2. The securities are not automatically
called. The ending value of the lowest performing Underlier on the final calculation day is greater than its starting value, and the maturity
payment amount is greater than the face amount:
|
Common Stock of
Advanced Micro Devices,
Inc. |
Common Stock of
Amazon.com, Inc. |
Class A Common
Stock of Alphabet
Inc. |
Hypothetical starting value: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical closing value on the call date: |
$75.00 |
$70.00 |
$85.00 |
Hypothetical call threshold value: |
$90.00 |
$90.00 |
$90.00 |
Hypothetical ending value: |
$120.00 |
$110.00 |
$150.00 |
Hypothetical downside threshold value: |
$55.00 |
$55.00 |
$55.00 |
Hypothetical underlier return on the final calculation day: |
20.00% |
10.00% |
50.00% |
Step 1: Determine which Underlier is the lowest performing
Underlier on the final calculation day.
In this example, the common stock of Amazon.com, Inc. has
the lowest underlier return and is, therefore, the lowest performing Underlier on the final calculation day.
Step 2: Determine the maturity
payment amount based on the underlier return of the lowest performing Underlier on the final calculation day.
Because the hypothetical closing value
of the lowest performing Underlier on the call date is less than its hypothetical call threshold value, the securities are not automatically
called. Because the hypothetical ending value of the lowest performing Underlier on the final calculation day is greater than its hypothetical
starting value, the maturity payment amount per security would be equal to:
$1,000 + ($1,000 × underlier return
of the lowest performing Underlier on the final calculation day × upside participation rate)
$1,000 + ($1,000 × 10.00% ×
200.00%)
= $1,200.00
On the stated maturity date, you would
receive $1,200.00 per security.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Example 3. The securities are not automatically
called. The ending value of the lowest performing Underlier on the final calculation day is less than its starting value but greater than
its downside threshold value, the maturity payment amount is greater than the face amount and reflects a return equal to the absolute
value of the underlier return of the lowest performing Underlier on the final calculation day:
|
Common Stock of
Advanced Micro
Devices, Inc. |
Common Stock of
Amazon.com, Inc. |
Class A Common
Stock of Alphabet Inc. |
Hypothetical starting value: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical closing value on the call date: |
$85.00 |
$65.00 |
$70.00 |
Hypothetical call threshold value: |
$90.00 |
$90.00 |
$90.00 |
Hypothetical ending value: |
$95.00 |
$110.00 |
$120.00 |
Hypothetical downside threshold value: |
$55.00 |
$55.00 |
$55.00 |
Hypothetical underlier return on the final calculation day: |
-5.00% |
10.00% |
20.00% |
Step 1: Determine which Underlier is the lowest performing
Underlier on the final calculation day.
In this example, the common stock of Advanced Micro Devices,
Inc. has the lowest underlier return and is, therefore, the lowest performing Underlier on the final calculation day.
Step 2: Determine the maturity
payment amount based on the underlier return of the lowest performing Underlier on the final calculation day.
Because the hypothetical closing value
of the lowest performing Underlier on the call date is less than its hypothetical call threshold value, the securities are not automatically
called. Because the hypothetical ending value of the lowest performing Underlier on the final calculation day is less than its hypothetical
starting value, but not by more than 45%, you will receive a positive return equal to the absolute value of the underlier return of that
Underlier, even though its underlier return is negative. You will receive a maturity payment amount per security equal to:
$1,000 + ($1,000 × absolute value
of the underlier return of the lowest performing Underlier on the final calculation day)
$1,000 + ($1,000 × 5.00%)
= $1,050.00
On the stated maturity date, you would receive
$1,050.00 per security.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Example 4. The securities are not automatically
called. The ending value of the lowest performing Underlier on the final calculation day is less than its downside threshold value, and
the maturity payment amount is less than the face amount:
|
Common Stock of
Advanced Micro
Devices, Inc. |
Common Stock of
Amazon.com, Inc. |
Class A Common
Stock of Alphabet Inc. |
Hypothetical starting value: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical closing value on the call date: |
$60.00 |
$75.00 |
$80.00 |
Hypothetical call threshold value: |
$90.00 |
$90.00 |
$90.00 |
Hypothetical ending value: |
$130.00 |
$150.00 |
$50.00 |
Hypothetical downside threshold value: |
$55.00 |
$55.00 |
$55.00 |
Hypothetical underlier return on the final calculation day: |
30.00% |
50.00% |
-50.00% |
Step 1: Determine which Underlier is the lowest performing
Underlier on the final calculation day.
In this example, the Class A common stock of Alphabet Inc.
has the lowest underlier return and is, therefore, the lowest performing Underlier on the final calculation day.
Step 2: Determine the maturity
payment amount based on the underlier return of the lowest performing Underlier on the final calculation day.
Because the hypothetical closing value
of the lowest performing Underlier on the call date is less than its hypothetical call threshold value, the securities are not automatically
called. Because the hypothetical ending value of the lowest performing Underlier on the final calculation day is less than its hypothetical
starting value by more than 45%, you would lose a portion of the face amount of your securities and receive a maturity payment amount
per security equal to:
$1,000 + ($1,000
× underlier return of the lowest performing Underlier on the final calculation day)
$1,000 + ($1,000
× -50.00%)
On the stated maturity date, you would receive $500.00 per security.
As this example illustrates, if any Underlier depreciates from its starting value to its ending value by more than 45%, you will incur
a loss on the securities at maturity, even if the other Underliers have appreciated or have not declined below their respective downside
threshold values.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Information About The Underliers |
Each Underlier is registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Companies with securities registered under the Exchange Act
are required to file financial and other information specified by the SEC periodically. Information provided to or filed with the SEC
by the issuer of each Underlier can be located on a website maintained by the SEC at https://www.sec.gov by reference to that issuer’s
SEC file number provided below. Information from outside sources is not incorporated by reference in, and should not be considered part
of, this pricing supplement. We have not independently verified the accuracy or completeness of the information contained in outside sources.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
Advanced Micro Devices, Inc. |
According to publicly available information, Advanced
Micro Devices, Inc. is a semiconductor company whose products include Artificial Intelligence (AI) accelerators, microprocessors (CPUs)
for servers and graphics processing units (GPUs), as standalone devices or as incorporated into accelerated processing units (APUs), chipsets,
data center and professional GPUs, embedded processors, semi-custom System-on Chip (SOC) products, microprocessor and SoC development
services and technology, data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), System on Modules (SOMs), Smart Network
Interface Cards (SmartNICs) and Adaptive SoC products and that, from time to time, may also sell or license portions of its intellectual
property portfolio.
The issuer of the common stock of Advanced Micro
Devices, Inc.’s SEC file number is 001-07882. The common stock of Advanced Micro Devices, Inc. is listed on The Nasdaq Global Select
Market under the ticker symbol “AMD.”
Historical Information
We obtained the closing prices of the common stock
of Advanced Micro Devices, Inc. in the graph below from Bloomberg Finance L.P. (“Bloomberg”), without independent verification.
The historical prices below may have been adjusted by Bloomberg to reflect any stock splits, reverse stock splits or other corporate transactions.
The following graph sets forth daily closing prices
of the common stock of Advanced Micro Devices, Inc. for the period from January 2, 2020 to July 1, 2025. The closing price on July 1,
2025 was $136.11. The historical performance of the common stock of Advanced Micro Devices, Inc. should not be taken as an indication
of its future performance during the term of the securities.

Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
According to publicly available information, Amazon.com,
Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices; develops and produces media content;
offers subscription services; offers programs that enable sellers to sell their products in its stores and to fulfill orders using its
services; offers developers and enterprises a set of technology services, including compute, storage, database, analytics and machine
learning and other services; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill
and app developers and others to publish and sell content; and provides advertising services to sellers, vendors, publishers, authors
and others, through programs such as sponsored ads, display and video advertising.
The issuer of the common stock of Amazon.com, Inc.’s
SEC file number is 000-22513. The common stock of Amazon.com, Inc. is listed on The Nasdaq Global Select Market under the ticker symbol
“AMZN.”
Historical Information
We obtained the closing prices of the common stock
of Amazon.com, Inc. in the graph below from Bloomberg, without independent verification. The historical prices below may have been adjusted
by Bloomberg to reflect any stock splits, reverse stock splits or other corporate transactions.
The following graph sets forth daily closing prices
of the common stock of Amazon.com, Inc. for the period from January 2, 2020 to July 1, 2025. The closing price on July 1, 2025 was $220.46.
The historical performance of the common stock of Amazon.com, Inc. should not be taken as an indication of its future performance during
the term of the securities.

Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
According to publicly available information, Alphabet
Inc. is a collection of businesses, the largest of which is Google, which (i) offers products and platforms through which it generates
revenues primarily by delivering both performance advertising and brand advertising and (ii) provides cloud services to businesses.
The issuer of the Class A common stock of Alphabet
Inc.’s SEC file number is 001-37580. The Class A common stock of Alphabet Inc. is listed on The Nasdaq Stock Market LLC under the
ticker symbol “GOOGL.”
Historical Information
We obtained the closing prices of the Class A common
stock of Alphabet Inc. in the graph below from Bloomberg, without independent verification. The historical prices below may have been
adjusted by Bloomberg to reflect any stock splits, reverse stock splits or other corporate transactions.
The following graph sets forth daily closing prices
of the Class A common stock of Alphabet Inc. for the period from January 2, 2020 to July 1, 2025. The closing price on July 1, 2025 was
$175.84. The historical performance of the Class A common stock of Alphabet Inc. should not be taken as an indication of its future performance
during the term of the securities.

Market Linked Securities—Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Advanced Micro Devices, Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due July 21, 2028 |
United States Federal Income Tax Considerations |
Although there is uncertainty regarding the U.S.
federal income tax consequences of an investment in the securities due to the lack of governing authority, in the opinion of our counsel
Davis Polk & Wardwell LLP, under current law, and based on current market conditions, it is reasonable to treat a security as a single
financial contract that is an “open transaction” for U.S. federal income tax purposes. However, because our counsel’s
opinion is based in part on market conditions as of the date of this document, it is subject to confirmation in the final pricing supplement.
Assuming this treatment of the securities is respected, the tax consequences are as outlined in the discussion under “United States
Federal Income Tax Considerations—Tax Consequences to U.S. Holders— Securities Treated as Open Transactions” in the
accompanying product supplement.
We do not plan to request a ruling from the Internal
Revenue Service (the “IRS”) regarding the treatment of the securities. If the IRS were successful in asserting an alternative
treatment of the securities, the tax consequences of the ownership and disposition of the securities, including the timing and character
of income recognized by U.S. investors, and the withholding tax consequences to non-U.S. investors, might be materially and adversely
affected. For example, under one alternative characterization the securities may be treated as contingent payment debt instruments, which
would require U.S. investors to accrue income periodically based on a “comparable yield” and generally would require non-U.S.
investors to certify their non-U.S. status on an IRS Form W-8 to avoid a 30% (or a lower treaty rate) U.S. withholding tax. In addition,
the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of
“prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject
of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
As discussed in the accompanying product supplement,
Section 871(m) of the Code and the Treasury regulations thereunder (“Section 871(m)”) generally impose a 30% (or lower treaty
rate) withholding tax on “dividend equivalents” paid or deemed paid to non-U.S. investors with respect to certain financial
instruments linked to equities that could pay U.S.-source dividends for U.S. federal income tax purposes (“underlying securities”),
as defined under the applicable Treasury regulations, or indices that include underlying securities. Section 871(m) generally applies
to financial instruments that substantially replicate the economic performance of one or more underlying securities, as determined based
on tests set forth in the applicable Treasury regulations. Pursuant to an IRS notice, Section 871(m) will not apply to securities issued
before January 1, 2027 that do not have a delta of one with respect to any underlying security. Based on the terms of the securities and
current market conditions, we expect that the securities will not have a delta of one with respect to any underlying security on the pricing
date. However, we will provide an updated determination in the final pricing supplement. Our determination is not binding on the IRS,
and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on a non-U.S. investor’s
particular circumstances, including whether the non-U.S. investor enters into other transactions with respect to an underlying security.
If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. Non-U.S. investors
should consult their tax advisors regarding the potential application of Section 871(m) to the securities.
Both U.S. and non-U.S. investors considering an
investment in the securities should read the discussion under “United States Federal Income Tax Considerations” in the accompanying
product supplement and consult their tax advisors regarding all aspects of the U.S. federal income and estate tax consequences of an investment
in the securities, including possible alternative treatments, and any tax consequences arising under the laws of any state, local or non-U.S.
taxing jurisdiction.
PRS-23