STOCK TITAN

[424B2] MicroSectors Energy 3x Leveraged ETNs Prospectus Supplement

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
424B2
Rhea-AI Filing Summary

The Bank of Nova Scotia (BNS) is offering $10 million of Buffered Contingent Income Auto-Callable Securities with Memory Coupon and Downside Leverage linked to the Invesco QQQ Trust (QQQ). The one-year notes price on 2-Jul-2025, settle on 8-Jul-2025 and mature on 8-Jul-2026 unless called earlier.

  • Coupon mechanics: Investors earn a contingent monthly coupon of $10.90 (13.08% p.a.) for each determination date on which QQQ closes ≥ 90% of the $546.99 initial share price (the downside threshold). Missed coupons are tracked and may be paid later under the “memory” feature.
  • Auto-call: If QQQ closes ≥ 100% of the initial price on any monthly determination date (excluding the final), the note is automatically redeemed at par plus the contingent coupon(s) due, terminating future payments.
  • Principal repayment: • If the notes are outstanding to maturity and QQQ closes ≥ 90% of the initial level, holders receive par plus any due coupons.
    • If QQQ closes < 90% at final observation, holders receive a cash value that declines by ~1.1111% for every 1% drop below the threshold—exposing them to losses up to 100% of principal.
  • Structural terms: Stated principal amount $1,000; CUSIP 06419DAG8; not listed on any exchange; estimated value at pricing $994.80 (0.52% issuance premium); fixed sales commission & structuring fee total $1.00 per note.
  • Key risks: Principal at risk; limited liquidity (SCUSA intends, but is not obligated, to make a market); early-call reinvestment risk; leveraged downside exposure; no participation in QQQ upside; dependence on BNS creditworthiness.
  • Underlying snapshot: QQQ closed at $550.80 on pricing date, near its 52-week high $551.64 and 32% above its 52-week low $416.06, implying modest 10% downside buffer.

The security targets investors seeking elevated contingent income and willing to accept equity-linked downside and issuer credit risk, absence of principal protection, and potential illiquidity.

La Bank of Nova Scotia (BNS) offre 10 milioni di dollari in Titoli Auto-Richiamabili con Reddito Contingente Buffered, Coupon con Memoria e Leva al Ribasso collegati all'Invesco QQQ Trust (QQQ). Le obbligazioni annuali saranno quotate il 2 luglio 2025, regolate l'8 luglio 2025 e scadranno l'8 luglio 2026, salvo richiamo anticipato.

  • Meccanica del coupon: Gli investitori ricevono un coupon mensile contingente di 10,90 $ (13,08% annuo) per ogni data di determinazione in cui QQQ chiude ≥ 90% del prezzo iniziale di 546,99 $ (la soglia di ribasso). I coupon mancati vengono accumulati e possono essere corrisposti successivamente grazie alla funzione “memoria”.
  • Richiamo automatico: Se QQQ chiude ≥ 100% del prezzo iniziale in una qualsiasi data mensile di determinazione (esclusa l’ultima), il titolo viene rimborsato automaticamente a valore nominale più i coupon dovuti, interrompendo i pagamenti futuri.
  • Rimborso del capitale: • Se i titoli arrivano a scadenza e QQQ chiude ≥ 90% del livello iniziale, i detentori ricevono il valore nominale più i coupon maturati.
    • Se QQQ chiude < 90% all’osservazione finale, i detentori ricevono un valore in contanti che diminuisce di circa l’1,1111% per ogni 1% di ribasso sotto la soglia, esponendoli a perdite fino al 100% del capitale.
  • Termini strutturali: Capitale nominale 1.000 $; CUSIP 06419DAG8; non quotato in borsa; valore stimato a prezzo 994,80 $ (premio di emissione 0,52%); commissione di vendita e struttura fissa totale 1,00 $ per titolo.
  • Rischi principali: Capitale a rischio; liquidità limitata (SCUSA intende, ma non è obbligata, a fare mercato); rischio di reinvestimento da richiamo anticipato; esposizione leva al ribasso; nessuna partecipazione al rialzo di QQQ; dipendenza dalla solidità creditizia di BNS.
  • Situazione sottostante: QQQ ha chiuso a 550,80 $ alla data di prezzo, vicino al massimo a 52 settimane di 551,64 $ e il 32% sopra il minimo a 52 settimane di 416,06 $, implicando un buffer di ribasso modesto del 10%.

Il titolo è destinato a investitori che cercano un reddito contingente elevato, accettando il rischio di ribasso legato all’equity, il rischio di credito dell’emittente, l’assenza di protezione del capitale e una possibile illiquidità.

El Banco de Nueva Escocia (BNS) ofrece 10 millones de dólares en Valores Auto-llamables con Ingreso Contingente Buffered, Cupón con Memoria y Apalancamiento a la Baja vinculados al Invesco QQQ Trust (QQQ). Los bonos a un año se cotizan el 2 de julio de 2025, se liquidan el 8 de julio de 2025 y vencen el 8 de julio de 2026, salvo que se llamen antes.

  • Mecánica del cupón: Los inversores reciben un cupón mensual contingente de 10,90 $ (13,08% anual) por cada fecha de determinación en que QQQ cierre ≥ 90% del precio inicial de 546,99 $ (el umbral a la baja). Los cupones no pagados se acumulan y pueden pagarse posteriormente gracias a la función “memoria”.
  • Auto-llamado: Si QQQ cierra ≥ 100% del precio inicial en cualquier fecha mensual de determinación (excepto la última), el bono se redime automáticamente al valor nominal más los cupones adeudados, terminando los pagos futuros.
  • Reembolso del principal: • Si los bonos están vigentes al vencimiento y QQQ cierra ≥ 90% del nivel inicial, los tenedores reciben el valor nominal más los cupones adeudados.
    • Si QQQ cierra < 90% en la observación final, los tenedores reciben un valor en efectivo que disminuye aproximadamente un 1,1111% por cada 1% de caída bajo el umbral, exponiéndolos a pérdidas de hasta el 100% del principal.
  • Términos estructurales: Monto nominal 1.000 $; CUSIP 06419DAG8; no cotizado en bolsa; valor estimado en precio 994,80 $ (prima de emisión 0,52%); comisión fija de venta y estructuración total 1,00 $ por bono.
  • Riesgos clave: Principal en riesgo; liquidez limitada (SCUSA pretende, pero no está obligado, a hacer mercado); riesgo de reinversión por llamada anticipada; exposición apalancada a la baja; sin participación en la subida de QQQ; dependencia de la solvencia crediticia de BNS.
  • Instantánea subyacente: QQQ cerró en 550,80 $ en la fecha de precio, cerca de su máximo de 52 semanas de 551,64 $ y un 32% por encima de su mínimo de 52 semanas de 416,06 $, implicando un colchón modesto del 10% a la baja.

El valor está dirigido a inversores que buscan ingresos contingentes elevados y están dispuestos a aceptar riesgo de caída vinculado a acciones, riesgo crediticio del emisor, ausencia de protección del principal y posible iliquidez.

노바스코샤 은행(BNS)은 Invesco QQQ Trust(QQQ)에 연계된 메모리 쿠폰 및 하락 레버리지를 갖춘 1,000만 달러 규모의 버퍼드 컨틴전트 인컴 자동 상환 증권을 제공합니다. 1년 만기 노트는 2025년 7월 2일 가격 결정, 7월 8일 결제, 2026년 7월 8일 만기되며 조기 상환 시 만기 이전 종료됩니다.

  • 쿠폰 구조: 투자자는 QQQ가 최초 주가 546.99달러의 90% 이상으로 마감하는 매월 결정일마다 월 10.90달러(연 13.08%)의 컨틴전트 쿠폰을 받습니다. 미지급 쿠폰은 누적되어 “메모리” 기능에 따라 추후 지급될 수 있습니다.
  • 자동 상환: QQQ가 월 결정일(최종 제외)에 최초 가격의 100% 이상으로 마감하면 노트는 액면가와 해당 쿠폰과 함께 자동 상환되어 이후 지급이 종료됩니다.
  • 원금 상환: • 만기 시 QQQ가 최초 수준의 90% 이상이면 보유자는 액면가와 쿠폰을 받습니다.
    • 만기 최종 관찰 시 QQQ가 90% 미만이면 보유자는 임계점 이하 1% 하락마다 약 1.1111%씩 현금 가치가 감소하여 원금 전액 손실 위험에 노출됩니다.
  • 구조적 조건: 명목 원금 1,000달러; CUSIP 06419DAG8; 거래소 비상장; 가격 책정 시 예상 가치 994.80달러(발행 프리미엄 0.52%); 고정 판매 수수료 및 구조화 수수료 총 1.00달러/노트.
  • 주요 위험: 원금 위험; 제한된 유동성(SCUSA는 시장 조성을 의도하나 의무는 아님); 조기 상환 재투자 위험; 하락 레버리지 노출; QQQ 상승 참여 없음; BNS 신용도 의존.
  • 기초 자산 현황: QQQ는 가격 결정일에 550.80달러로 52주 최고가 551.64달러에 근접하며 52주 최저가 416.06달러 대비 32% 높아 약 10%의 완충 하락폭을 시사합니다.

이 증권은 높은 컨틴전트 수익을 추구하며 주식 연계 하락 위험, 발행자 신용 위험, 원금 보호 부재, 잠재적 유동성 부족을 감수할 투자자에게 적합합니다.

La Banque de Nouvelle-Écosse (BNS) propose 10 millions de dollars de titres à revenu conditionnel tamponné, auto-remboursables avec coupon mémoire et effet de levier à la baisse, liés à l’Invesco QQQ Trust (QQQ). Les billets d’une durée d’un an sont prix au 2 juillet 2025, réglés le 8 juillet 2025 et arrivent à échéance le 8 juillet 2026, sauf rappel anticipé.

  • Mécanique du coupon : Les investisseurs perçoivent un coupon mensuel conditionnel de 10,90 $ (13,08 % p.a.) pour chaque date de constatation où QQQ clôture à ≥ 90 % du prix initial de 546,99 $ (le seuil de baisse). Les coupons manqués sont enregistrés et peuvent être versés ultérieurement grâce à la fonction « mémoire ».
  • Rappel automatique : Si QQQ clôture à ≥ 100 % du prix initial à une date mensuelle de constatation (sauf la dernière), le titre est automatiquement remboursé à sa valeur nominale plus les coupons dus, mettant fin aux paiements futurs.
  • Remboursement du principal : • Si les titres arrivent à échéance et que QQQ clôture ≥ 90 % du niveau initial, les porteurs reçoivent la valeur nominale plus les coupons dus.
    • Si QQQ clôture < 90 % à l’observation finale, les porteurs reçoivent une valeur en espèces qui diminue d’environ 1,1111 % pour chaque baisse de 1 % sous le seuil, les exposant à des pertes pouvant atteindre 100 % du principal.
  • Conditions structurelles : Montant nominal 1 000 $ ; CUSIP 06419DAG8 ; non coté en bourse ; valeur estimée à la tarification 994,80 $ (prime d’émission 0,52 %) ; commission de vente et frais de structuration fixes totalisant 1,00 $ par titre.
  • Risques clés : Principal à risque ; liquidité limitée (SCUSA entend, mais n’est pas obligé, d’assurer un marché) ; risque de réinvestissement en cas de rappel anticipé ; exposition à effet de levier à la baisse ; aucune participation à la hausse de QQQ ; dépendance à la solvabilité de BNS.
  • Instantané sous-jacent : QQQ a clôturé à 550,80 $ à la date de tarification, proche de son plus haut sur 52 semaines à 551,64 $ et 32 % au-dessus de son plus bas sur 52 semaines à 416,06 $, indiquant une marge de sécurité à la baisse modérée de 10 %.

Ce titre cible les investisseurs recherchant un revenu conditionnel élevé et prêts à accepter un risque de baisse lié aux actions, un risque de crédit émetteur, l’absence de protection du capital et une possible illiquidité.

Die Bank of Nova Scotia (BNS) bietet 10 Millionen US-Dollar an gepufferten kontingenten Einkommenstiteln mit Memory-Coupon und Abwärtshebel, die an den Invesco QQQ Trust (QQQ) gekoppelt sind. Die einjährigen Notes werden am 2. Juli 2025 bepreist, am 8. Juli 2025 abgewickelt und laufen am 8. Juli 2026 aus, sofern sie nicht früher zurückgerufen werden.

  • Coupon-Mechanik: Anleger erhalten einen kontingenten monatlichen Coupon von 10,90 $ (13,08 % p.a.) für jeden Feststellungstermin, an dem QQQ ≥ 90 % des Anfangspreises von 546,99 $ schließt (Abwärtsgrenze). Verpasste Coupons werden erfasst und können später dank der „Memory“-Funktion nachgezahlt werden.
  • Auto-Call: Schließt QQQ an einem monatlichen Feststellungstermin (außer dem letzten) ≥ 100 % des Anfangspreises, wird die Note automatisch zum Nennwert plus ausstehender Coupons zurückgezahlt, wodurch künftige Zahlungen enden.
  • Kapitalrückzahlung: • Bleiben die Notes bis zur Fälligkeit bestehen und QQQ schließt ≥ 90 % des Anfangsniveaus, erhalten Inhaber den Nennwert plus fällige Coupons.
    • Schließt QQQ bei der letzten Beobachtung < 90 %, erhalten Inhaber einen Barauszahlungswert, der um ca. 1,1111 % für jeden 1 % unter der Schwelle liegenden Rückgang sinkt – mit einem Verlustpotenzial von bis zu 100 % des Kapitals.
  • Strukturelle Bedingungen: Nennkapital 1.000 $; CUSIP 06419DAG8; nicht börsennotiert; geschätzter Wert bei Preisfestsetzung 994,80 $ (Ausgabeaufschlag 0,52 %); fixe Verkaufs- und Strukturierungsgebühr insgesamt 1,00 $ pro Note.
  • Schlüsselrisiken: Kapitalrisiko; begrenzte Liquidität (SCUSA beabsichtigt, aber ist nicht verpflichtet, einen Markt zu stellen); Reinvestitionsrisiko bei vorzeitigem Rückruf; gehebelte Abwärtsrisiken; keine Partizipation am QQQ-Aufwärtspotenzial; Abhängigkeit von der Bonität von BNS.
  • Unterliegender Überblick: QQQ schloss am Preisfestsetzungstag bei 550,80 $, nahe dem 52-Wochen-Hoch von 551,64 $ und 32 % über dem 52-Wochen-Tief von 416,06 $, was einen moderaten Abwärtspuffer von 10 % impliziert.

Die Wertpapiere richten sich an Anleger, die ein erhöhtes kontingentes Einkommen suchen und bereit sind, ein aktiengebundenes Abwärtsrisiko, Emittenten-Kreditrisiko, fehlenden Kapitalschutz und mögliche Illiquidität zu akzeptieren.

Positive
  • 13.08% contingent annual coupon offers above-market yield relative to 1-year IG credit.
  • Memory coupon feature can recover missed income if QQQ rebounds above the 90% threshold.
  • 10% downside buffer provides limited protection against moderate market declines.
  • Automatic call at par allows early exit in strong markets, realising earned coupons.
Negative
  • Principal at risk with 1.1111× leveraged losses once QQQ breaches the 10% buffer.
  • No participation in QQQ upside; returns capped at coupon income.
  • Limited liquidity—notes are unlisted, secondary trading depends on SCUSA.
  • Issuer credit exposure: payments rely solely on BNS’s ability to pay.
  • Reinvestment risk: early redemption may force redeployment at lower yields.

Insights

TL;DR – Attractive 13% contingent yield but thin 10% buffer and 1.11× downside make this a high-risk income trade.

Yield vs. risk: The 13.08% headline coupon is rich for a 12-month tenor, reflecting QQQ’s elevated volatility. However, investors receive coupons only if QQQ stays within 10% of the strike; historical data show frequent ≥ 10% pullbacks. The memory feature helps, yet missing multiple months remains likely in a volatile tech-heavy index.

Downside profile: Below the 10% buffer, losses accelerate (1.1111×), so a 20% QQQ decline erodes ≈22% of principal. Given QQQ’s past drawdowns, tail risk is material.

Issuer & liquidity: BNS senior unsecured credit (A-/A+) adds credit risk; estimated value is $994.80 vs. $1,000 issue price, a typical 0.5% premium. No listing means secondary bids rely on SCUSA, likely at a discount, especially if volatility spikes.

Net: I view the note as neutral for diversified portfolios—suitable only for yield-seekers who can stomach equity-like risk and potential illiquidity.

TL;DR – Structure provides tactical income but limited strategic value; upside capped, downside amplified.

The 100% call threshold means positive QQQ momentum can redeem the note quickly, cutting the effective yield period to as little as one month. Reinvestment at comparable rates may be difficult. Conversely, a market sell-off erodes coupons and principal simultaneously. From asset-allocation perspective, this behaves like a short-dated high-yield bond with embedded short put on QQQ beyond a 10% spread.

Correlation risk is significant: portfolios already overweight US tech will compound exposure. I categorize impact as not materially positive; use sparingly and size for potential full loss.

La Bank of Nova Scotia (BNS) offre 10 milioni di dollari in Titoli Auto-Richiamabili con Reddito Contingente Buffered, Coupon con Memoria e Leva al Ribasso collegati all'Invesco QQQ Trust (QQQ). Le obbligazioni annuali saranno quotate il 2 luglio 2025, regolate l'8 luglio 2025 e scadranno l'8 luglio 2026, salvo richiamo anticipato.

  • Meccanica del coupon: Gli investitori ricevono un coupon mensile contingente di 10,90 $ (13,08% annuo) per ogni data di determinazione in cui QQQ chiude ≥ 90% del prezzo iniziale di 546,99 $ (la soglia di ribasso). I coupon mancati vengono accumulati e possono essere corrisposti successivamente grazie alla funzione “memoria”.
  • Richiamo automatico: Se QQQ chiude ≥ 100% del prezzo iniziale in una qualsiasi data mensile di determinazione (esclusa l’ultima), il titolo viene rimborsato automaticamente a valore nominale più i coupon dovuti, interrompendo i pagamenti futuri.
  • Rimborso del capitale: • Se i titoli arrivano a scadenza e QQQ chiude ≥ 90% del livello iniziale, i detentori ricevono il valore nominale più i coupon maturati.
    • Se QQQ chiude < 90% all’osservazione finale, i detentori ricevono un valore in contanti che diminuisce di circa l’1,1111% per ogni 1% di ribasso sotto la soglia, esponendoli a perdite fino al 100% del capitale.
  • Termini strutturali: Capitale nominale 1.000 $; CUSIP 06419DAG8; non quotato in borsa; valore stimato a prezzo 994,80 $ (premio di emissione 0,52%); commissione di vendita e struttura fissa totale 1,00 $ per titolo.
  • Rischi principali: Capitale a rischio; liquidità limitata (SCUSA intende, ma non è obbligata, a fare mercato); rischio di reinvestimento da richiamo anticipato; esposizione leva al ribasso; nessuna partecipazione al rialzo di QQQ; dipendenza dalla solidità creditizia di BNS.
  • Situazione sottostante: QQQ ha chiuso a 550,80 $ alla data di prezzo, vicino al massimo a 52 settimane di 551,64 $ e il 32% sopra il minimo a 52 settimane di 416,06 $, implicando un buffer di ribasso modesto del 10%.

Il titolo è destinato a investitori che cercano un reddito contingente elevato, accettando il rischio di ribasso legato all’equity, il rischio di credito dell’emittente, l’assenza di protezione del capitale e una possibile illiquidità.

El Banco de Nueva Escocia (BNS) ofrece 10 millones de dólares en Valores Auto-llamables con Ingreso Contingente Buffered, Cupón con Memoria y Apalancamiento a la Baja vinculados al Invesco QQQ Trust (QQQ). Los bonos a un año se cotizan el 2 de julio de 2025, se liquidan el 8 de julio de 2025 y vencen el 8 de julio de 2026, salvo que se llamen antes.

  • Mecánica del cupón: Los inversores reciben un cupón mensual contingente de 10,90 $ (13,08% anual) por cada fecha de determinación en que QQQ cierre ≥ 90% del precio inicial de 546,99 $ (el umbral a la baja). Los cupones no pagados se acumulan y pueden pagarse posteriormente gracias a la función “memoria”.
  • Auto-llamado: Si QQQ cierra ≥ 100% del precio inicial en cualquier fecha mensual de determinación (excepto la última), el bono se redime automáticamente al valor nominal más los cupones adeudados, terminando los pagos futuros.
  • Reembolso del principal: • Si los bonos están vigentes al vencimiento y QQQ cierra ≥ 90% del nivel inicial, los tenedores reciben el valor nominal más los cupones adeudados.
    • Si QQQ cierra < 90% en la observación final, los tenedores reciben un valor en efectivo que disminuye aproximadamente un 1,1111% por cada 1% de caída bajo el umbral, exponiéndolos a pérdidas de hasta el 100% del principal.
  • Términos estructurales: Monto nominal 1.000 $; CUSIP 06419DAG8; no cotizado en bolsa; valor estimado en precio 994,80 $ (prima de emisión 0,52%); comisión fija de venta y estructuración total 1,00 $ por bono.
  • Riesgos clave: Principal en riesgo; liquidez limitada (SCUSA pretende, pero no está obligado, a hacer mercado); riesgo de reinversión por llamada anticipada; exposición apalancada a la baja; sin participación en la subida de QQQ; dependencia de la solvencia crediticia de BNS.
  • Instantánea subyacente: QQQ cerró en 550,80 $ en la fecha de precio, cerca de su máximo de 52 semanas de 551,64 $ y un 32% por encima de su mínimo de 52 semanas de 416,06 $, implicando un colchón modesto del 10% a la baja.

El valor está dirigido a inversores que buscan ingresos contingentes elevados y están dispuestos a aceptar riesgo de caída vinculado a acciones, riesgo crediticio del emisor, ausencia de protección del principal y posible iliquidez.

노바스코샤 은행(BNS)은 Invesco QQQ Trust(QQQ)에 연계된 메모리 쿠폰 및 하락 레버리지를 갖춘 1,000만 달러 규모의 버퍼드 컨틴전트 인컴 자동 상환 증권을 제공합니다. 1년 만기 노트는 2025년 7월 2일 가격 결정, 7월 8일 결제, 2026년 7월 8일 만기되며 조기 상환 시 만기 이전 종료됩니다.

  • 쿠폰 구조: 투자자는 QQQ가 최초 주가 546.99달러의 90% 이상으로 마감하는 매월 결정일마다 월 10.90달러(연 13.08%)의 컨틴전트 쿠폰을 받습니다. 미지급 쿠폰은 누적되어 “메모리” 기능에 따라 추후 지급될 수 있습니다.
  • 자동 상환: QQQ가 월 결정일(최종 제외)에 최초 가격의 100% 이상으로 마감하면 노트는 액면가와 해당 쿠폰과 함께 자동 상환되어 이후 지급이 종료됩니다.
  • 원금 상환: • 만기 시 QQQ가 최초 수준의 90% 이상이면 보유자는 액면가와 쿠폰을 받습니다.
    • 만기 최종 관찰 시 QQQ가 90% 미만이면 보유자는 임계점 이하 1% 하락마다 약 1.1111%씩 현금 가치가 감소하여 원금 전액 손실 위험에 노출됩니다.
  • 구조적 조건: 명목 원금 1,000달러; CUSIP 06419DAG8; 거래소 비상장; 가격 책정 시 예상 가치 994.80달러(발행 프리미엄 0.52%); 고정 판매 수수료 및 구조화 수수료 총 1.00달러/노트.
  • 주요 위험: 원금 위험; 제한된 유동성(SCUSA는 시장 조성을 의도하나 의무는 아님); 조기 상환 재투자 위험; 하락 레버리지 노출; QQQ 상승 참여 없음; BNS 신용도 의존.
  • 기초 자산 현황: QQQ는 가격 결정일에 550.80달러로 52주 최고가 551.64달러에 근접하며 52주 최저가 416.06달러 대비 32% 높아 약 10%의 완충 하락폭을 시사합니다.

이 증권은 높은 컨틴전트 수익을 추구하며 주식 연계 하락 위험, 발행자 신용 위험, 원금 보호 부재, 잠재적 유동성 부족을 감수할 투자자에게 적합합니다.

La Banque de Nouvelle-Écosse (BNS) propose 10 millions de dollars de titres à revenu conditionnel tamponné, auto-remboursables avec coupon mémoire et effet de levier à la baisse, liés à l’Invesco QQQ Trust (QQQ). Les billets d’une durée d’un an sont prix au 2 juillet 2025, réglés le 8 juillet 2025 et arrivent à échéance le 8 juillet 2026, sauf rappel anticipé.

  • Mécanique du coupon : Les investisseurs perçoivent un coupon mensuel conditionnel de 10,90 $ (13,08 % p.a.) pour chaque date de constatation où QQQ clôture à ≥ 90 % du prix initial de 546,99 $ (le seuil de baisse). Les coupons manqués sont enregistrés et peuvent être versés ultérieurement grâce à la fonction « mémoire ».
  • Rappel automatique : Si QQQ clôture à ≥ 100 % du prix initial à une date mensuelle de constatation (sauf la dernière), le titre est automatiquement remboursé à sa valeur nominale plus les coupons dus, mettant fin aux paiements futurs.
  • Remboursement du principal : • Si les titres arrivent à échéance et que QQQ clôture ≥ 90 % du niveau initial, les porteurs reçoivent la valeur nominale plus les coupons dus.
    • Si QQQ clôture < 90 % à l’observation finale, les porteurs reçoivent une valeur en espèces qui diminue d’environ 1,1111 % pour chaque baisse de 1 % sous le seuil, les exposant à des pertes pouvant atteindre 100 % du principal.
  • Conditions structurelles : Montant nominal 1 000 $ ; CUSIP 06419DAG8 ; non coté en bourse ; valeur estimée à la tarification 994,80 $ (prime d’émission 0,52 %) ; commission de vente et frais de structuration fixes totalisant 1,00 $ par titre.
  • Risques clés : Principal à risque ; liquidité limitée (SCUSA entend, mais n’est pas obligé, d’assurer un marché) ; risque de réinvestissement en cas de rappel anticipé ; exposition à effet de levier à la baisse ; aucune participation à la hausse de QQQ ; dépendance à la solvabilité de BNS.
  • Instantané sous-jacent : QQQ a clôturé à 550,80 $ à la date de tarification, proche de son plus haut sur 52 semaines à 551,64 $ et 32 % au-dessus de son plus bas sur 52 semaines à 416,06 $, indiquant une marge de sécurité à la baisse modérée de 10 %.

Ce titre cible les investisseurs recherchant un revenu conditionnel élevé et prêts à accepter un risque de baisse lié aux actions, un risque de crédit émetteur, l’absence de protection du capital et une possible illiquidité.

Die Bank of Nova Scotia (BNS) bietet 10 Millionen US-Dollar an gepufferten kontingenten Einkommenstiteln mit Memory-Coupon und Abwärtshebel, die an den Invesco QQQ Trust (QQQ) gekoppelt sind. Die einjährigen Notes werden am 2. Juli 2025 bepreist, am 8. Juli 2025 abgewickelt und laufen am 8. Juli 2026 aus, sofern sie nicht früher zurückgerufen werden.

  • Coupon-Mechanik: Anleger erhalten einen kontingenten monatlichen Coupon von 10,90 $ (13,08 % p.a.) für jeden Feststellungstermin, an dem QQQ ≥ 90 % des Anfangspreises von 546,99 $ schließt (Abwärtsgrenze). Verpasste Coupons werden erfasst und können später dank der „Memory“-Funktion nachgezahlt werden.
  • Auto-Call: Schließt QQQ an einem monatlichen Feststellungstermin (außer dem letzten) ≥ 100 % des Anfangspreises, wird die Note automatisch zum Nennwert plus ausstehender Coupons zurückgezahlt, wodurch künftige Zahlungen enden.
  • Kapitalrückzahlung: • Bleiben die Notes bis zur Fälligkeit bestehen und QQQ schließt ≥ 90 % des Anfangsniveaus, erhalten Inhaber den Nennwert plus fällige Coupons.
    • Schließt QQQ bei der letzten Beobachtung < 90 %, erhalten Inhaber einen Barauszahlungswert, der um ca. 1,1111 % für jeden 1 % unter der Schwelle liegenden Rückgang sinkt – mit einem Verlustpotenzial von bis zu 100 % des Kapitals.
  • Strukturelle Bedingungen: Nennkapital 1.000 $; CUSIP 06419DAG8; nicht börsennotiert; geschätzter Wert bei Preisfestsetzung 994,80 $ (Ausgabeaufschlag 0,52 %); fixe Verkaufs- und Strukturierungsgebühr insgesamt 1,00 $ pro Note.
  • Schlüsselrisiken: Kapitalrisiko; begrenzte Liquidität (SCUSA beabsichtigt, aber ist nicht verpflichtet, einen Markt zu stellen); Reinvestitionsrisiko bei vorzeitigem Rückruf; gehebelte Abwärtsrisiken; keine Partizipation am QQQ-Aufwärtspotenzial; Abhängigkeit von der Bonität von BNS.
  • Unterliegender Überblick: QQQ schloss am Preisfestsetzungstag bei 550,80 $, nahe dem 52-Wochen-Hoch von 551,64 $ und 32 % über dem 52-Wochen-Tief von 416,06 $, was einen moderaten Abwärtspuffer von 10 % impliziert.

Die Wertpapiere richten sich an Anleger, die ein erhöhtes kontingentes Einkommen suchen und bereit sind, ein aktiengebundenes Abwärtsrisiko, Emittenten-Kreditrisiko, fehlenden Kapitalschutz und mögliche Illiquidität zu akzeptieren.

 

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

 

nLinked 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”)
nUnlike 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
nAutomatic 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.
nMaturity 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

nInvestors may lose a significant portion or all of the face amount
nIf 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

nYour 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
nAll 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
nNo periodic interest payments or dividends
nNo exchange listing; designed to be held to maturity or automatic call

On the date of this preliminary pricing supplement, the estimated initial value of the securities is $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

 

Terms of the Securities

 

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).  

 

 PRS-2 

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.

 

 

 PRS-3 

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.

 

 PRS-4 

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

 

 PRS-5 

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.

 

 PRS-6 

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

 

Investor Considerations

 

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.

 

 PRS-7 

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:

 

 

 PRS-8 

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.

 

 PRS-9 

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.

 

 PRS-10 

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.

 

 PRS-11 

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.

 

 PRS-12 

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.

 

 PRS-13 

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

 

 

 PRS-14 

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.

 

 PRS-15 

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.

 

 PRS-16 

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.

 

 PRS-17 

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%)

 

= $500.00

 

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.

 

 PRS-18 

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.

 

 PRS-19 

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.

 

 

 PRS-20 

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

 

 Amazon.com, Inc.

 

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.

 

 

 PRS-21 

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

 

 Alphabet Inc.

 

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.

 

 

 PRS-22 

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

 

 

 

FAQ

What coupon rate do the BNS Buffered Contingent Income Securities (BNS) pay?

They pay a contingent $10.90 monthly coupon, equivalent to 13.08% per annum, only if QQQ closes ≥ 90% of the initial level.

When are the notes automatically called?

If on any monthly determination date prior to maturity QQQ closes ≥ 100% of $546.99, the notes are redeemed at par plus due coupons.

How much downside protection is provided?

There is a 10% buffer. Below $492.291 at final valuation, investors lose ~1.1111% of principal for each 1% QQQ decline.

Can I lose my entire investment?

Yes. A large drop in QQQ or a BNS default could erase 100% of principal.

Is there a secondary market for these securities?

The notes will not be listed. Liquidity depends on Scotia Capital (USA) Inc. making a market, which it is not obliged to do.

Why is the estimated value ($994.80) below the $1,000 issue price?

The difference reflects selling commissions, structuring fees and BNS’s internal funding rate used in pricing.

Do holders receive QQQ dividends?

No. Investors forgo all dividends paid by the ETF.
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