PRICING SUPPLEMENT dated June 26, 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 and Contingent Downside
Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
|
| n | Linked to the lowest performing
of the common stock of Amazon.com, Inc. and the Class A common stock of Meta Platforms, Inc. (each referred to as an “Underlier”) |
| n | Unlike ordinary debt securities,
the securities do not pay interest or repay a fixed amount of principal at maturity and are subject to potential automatic call upon the
terms described below. Whether the securities are automatically called for a fixed call premium or, if not automatically called, the maturity
payment amount, will depend, in each case, on the performance of the lowest performing Underlier on the call date or the final calculation
day, as applicable. The lowest performing Underlier on the call date or the final calculation day is the Underlier with the lowest underlier
return on that day, calculated for each Underlier as the percentage change from its starting value to its closing value on that day |
| n | Automatic Call. If the closing value of the lowest performing Underlier on the call
date occurring approximately one year after issuance is greater than or equal to its call threshold value, the securities will be automatically
called for the face amount plus a call premium of 23.80% of the face amount. The call threshold value for each Underlier is equal to 90%
of its starting value. |
| n | Maturity Payment Amount.
If the securities are not automatically called, you will receive a maturity payment amount that could be greater than, equal to or less
than the face amount depending on the ending value of the lowest performing Underlier on the final calculation day as follows: |
| n | If the
ending value of the lowest performing Underlier on the final calculation day is greater than its starting value, you will receive the
face amount plus a positive return equal to 200% of the percentage increase in the value of that Underlier from its starting value |
| n | If the
ending value of the lowest performing Underlier on the final calculation day is less than its starting value but not by more than 40%,
you will receive the face amount |
| n | If the
ending value of the lowest performing Underlier on the final calculation day is less than its starting value by more than 40%, 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 40%, and possibly all, of the face amount of your securities |
| n | Investors may lose a significant
portion or all of the face amount |
| n | If the securities are automatically
called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of
either Underlier, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate
in any appreciation of either Underlier at the upside participation rate |
| n | Your return on the securities will depend solely on the performance of the Underlier
that is the lowest performing Underlier on the call date or the final calculation day, as applicable. You will not benefit in any way
from the performance of the better performing Underlier. Therefore, you will be adversely affected if either Underlier performs poorly,
even if the other Underlier performs favorably |
| n | All payments on the securities
are subject to the credit risk of Bank of Montreal, and you will have no ability to pursue either Underlier for payment; if Bank of Montreal
defaults on its obligations, you could lose some or all of your investment |
| n | No periodic interest payments
or dividends |
| n | No exchange
listing; designed to be held to maturity or automatic call |
On the date of this pricing supplement, the estimated initial value
of the securities is $962.22 per security. 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 |
$3,443,000.00 |
$88,657.25 |
$3,354,342.75 |
| (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 and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
Issuer: |
Bank of Montreal. |
|
The Market Measures (each referred to as an “Underlier,” and collectively as the “Underliers”), Bloomberg ticker symbols, starting values, call threshold values and downside threshold values are set forth in the table below. |
|
Market Measure |
Bloomberg
Ticker Symbol
|
Starting
Value(1)
|
Call
Threshold
Value(2)
|
Downside
Threshold
Value(3)
|
Market Measures: |
The Common Stock of Amazon.com, Inc. |
AMZN |
$217.12 |
$195.408 |
$130.272 |
|
The Class A Common Stock of Meta Platforms, Inc. |
META |
$726.09 |
$653.481 |
$435.654 |
|
(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, 60% of its starting value.
|
Pricing Date: |
June 26, 2025. |
Issue Date: |
July 1, 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
either Underlier, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate
in any appreciation of either 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 1, 2026, subject to postponement. |
Call Premium: |
23.80% of the face amount, or $238.00 per $1,000 face amount of the securities. |
Call Settlement Date: |
Three business days after the call date (as the call date may be postponed pursuant to “—Market Disruption Events and Postponement Provisions” below, if applicable). |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 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)
• if
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; 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 40%, and possibly all, of the face amount of your securities at maturity. |
Stated Maturity
Date: |
June 29, 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 |
Final Calculation
Day: |
June 26, 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. |
Calculation
Agent: |
BMO Capital Markets Corp. (“BMOCM”). |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
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: |
06376EKG6 |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
Additional Information About the Issuer and the Securities |
You should read this pricing supplement together with product
supplement no. WF1 dated March 25, 2025, the prospectus supplement dated March 25, 2025 and the prospectus dated March 25, 2025 for additional
information about the securities. To the extent that disclosure in this pricing supplement is inconsistent with the disclosure in the
product supplement, prospectus supplement or prospectus, the disclosure in this pricing supplement will control. Certain defined terms
used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.
Our Central Index Key, or CIK, on the SEC website is 927971.
When we refer to “we,” “us” or “our” in this pricing supplement, we refer only
to Bank of Montreal.
You may access the product supplement, prospectus supplement
and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date
on the SEC website):
| • | Product Supplement No. WF1 dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000121465925004724/b321251424b2.htm
| • | Prospectus Supplement and Prospectus dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
Estimated Value of the Securities |
Our estimated initial value of the securities equals the sum
of the values of the following hypothetical components:
| · | a fixed-income debt component with the same tenor as the securities, valued using our internal funding
rate for structured notes; and |
| · | one or more derivative transactions relating to the economic terms of the securities. |
The internal funding rate used in the determination of the initial
estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value of these derivative
transactions is derived from our internal pricing models. These models are based on factors such as the traded market prices of comparable
derivative instruments and on other inputs, which include volatility, dividend rates, interest rates and other factors. As a result, the
estimated initial value of the securities is based on market conditions at the time it is calculated.
For more information about the estimated initial value of the
securities, see “Selected Risk Considerations” below.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
The securities are not appropriate for all investors. The
securities may be an appropriate investment for investors who:
| § | seek a fixed return equal to the call premium if the securities
are automatically called on the call date; |
| § | understand that the securities may be automatically called
prior to the stated maturity and that the term of the securities may be reduced; |
| § | seek exposure at the upside participation rate to the upside
performance of the lowest performing Underlier on the final calculation day if the securities are not automatically called and its ending
value is greater than its starting value; |
| § | 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 Underlier; |
| § | 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, as 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 “Amazon.com, Inc.” and “Meta
Platforms, Inc.” below.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
Determining Timing and Amount of Payment on the Securities |
Whether the securities are automatically called on the call date
for the call premium will be determined based on the closing value of the lowest performing Underlier on the call date as follows:
Step 1: Determine which Underlier is the lowest performing
Underlier on the call date. The lowest performing Underlier on the call date is the Underlier with the lowest underlier return on the
call date, calculated for each Underlier as the percentage change from its starting value to its closing value on the call date.
Step 2: Determine whether the securities are automatically
called for the call premium based on the closing value of the lowest performing Underlier on the call date, as follows:

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

Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 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
40%, 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 60% of its starting
value. For example, if the lowest performing Underlier on the final calculation day has declined by 40.1% from its starting value to its
ending value, you will not receive any benefit of the contingent downside feature and you will lose 40.1% 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 40%, 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 either 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 either Underlier. If the securities are automatically called, you will no longer have the opportunity to participate
in any appreciation of either Underlier at the upside participation rate.
The Securities Are Subject To The Full Risks Of Each Underlier
And Will Be Negatively Affected If Either Underlier Performs Poorly, Even If The Other Underlier Performs Favorably.
You are subject to the full risks of each Underlier. If either
Underlier performs poorly, you will be negatively affected, even if the other Underlier performs favorably. The securities are not linked
to a basket composed of the Underliers, where the better performance of one Underlier could offset the poor performance of the other Underlier.
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.
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 Underlier.
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 in order for you to receive the face
amount of your securities at maturity, you will not benefit in any way from the performance of the better performing Underlier. 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 Underlier 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.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
You Will Be Subject To Risks Resulting From The Relationship
Between 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 Underlier
is not relevant to your return on the securities. It is impossible to predict what the relationship between 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 either 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.
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.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
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 between 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 either or both 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.
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.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
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.
| · | 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. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
| · | Research reports by our affiliates or any participating
dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the values of the Underliers. |
| · | Business activities of our affiliates or any participating
dealer or its affiliates with the Underlying Stock Issuers may adversely affect the values of the Underliers. |
| · | Hedging activities by our affiliates or any participating
dealer or its affiliates may adversely affect the values of the Underliers. |
| · | Trading activities by our affiliates or any participating
dealer or its affiliates may adversely affect the values of the Underliers. |
| · | A participating dealer or its affiliates may realize
hedging profits projected by its proprietary pricing models in addition to any selling concession and/or other fee, creating a further
incentive for the participating dealer to sell the securities to you. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 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 either 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 either
Underlier. The actual starting value, call threshold value and downside threshold value for each Underlier are 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.
Call Premium: |
23.80%
of the face amount |
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, $60.00 (60% of its hypothetical starting value) |
Hypothetical Payout Profile

Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 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
23.80%.
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% |
$1,000.00 |
0.00% |
$90.00 |
-10.00% |
$1,000.00 |
0.00% |
$80.00 |
-20.00% |
$1,000.00 |
0.00% |
$70.00 |
-30.00% |
$1,000.00 |
0.00% |
$60.00 |
-40.00% |
$1,000.00 |
0.00% |
$59.00 |
-41.00% |
$590.00 |
-41.00% |
$50.00 |
-50.00% |
$500.00 |
-50.00% |
$25.00 |
-75.00% |
$250.00 |
-75.00% |
$0.00 |
-100.00% |
$0.00 |
-100.00% |
| (1) | The underlier return is equal to the percentage change from the starting value to the ending value (i.e.,
the ending value minus the starting value, divided by the starting value). |
| (2) | The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from
comparing the maturity payment amount per security to the face amount of $1,000. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 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
Amazon.com, Inc. |
Class A Common Stock
of Meta Platforms, Inc. |
Hypothetical starting value: |
$100.00 |
$100.00 |
Hypothetical closing value on the call date: |
$150.00 |
$130.00 |
Hypothetical call threshold value: |
$90.00 |
$90.00 |
Hypothetical underlier return on the call date: |
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 Meta Platforms, 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 23.80% 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 23.80%.
On the call settlement date, you would receive $1,238.00
per security.
Example 2. The securities are not automatically called. The maturity payment
amount is greater than the face amount:
|
Common Stock of
Amazon.com, Inc. |
Class A Common Stock
of Meta Platforms, Inc. |
Hypothetical starting value: |
$100.00 |
$100.00 |
Hypothetical closing value on the call date: |
$70.00 |
$85.00 |
Hypothetical call threshold value: |
$90.00 |
$90.00 |
Hypothetical ending value: |
$110.00 |
$150.00 |
Hypothetical downside threshold value: |
$60.00 |
$60.00 |
Hypothetical underlier return on the final calculation day: |
10.00% |
50.00% |
Step 1: Determine which Underlier is the lowest performing Underlier
on the final calculation day.
In this example, the common stock of Amazon.com, Inc. has the lowest underlier
return and is, therefore, the lowest performing Underlier on the final calculation day.
Step 2: Determine the maturity payment amount
based on the underlier return of the lowest performing Underlier on the final calculation day.
Because the hypothetical closing value of the lowest
performing Underlier on the call date is less than its hypothetical call threshold value, the securities are not automatically called.
Because the hypothetical ending value of the lowest performing Underlier on the final calculation day is greater than its hypothetical
starting value, the maturity payment amount per security would be equal to:
$1,000 + ($1,000 × underlier return of the lowest
performing Underlier on the final calculation day × upside participation rate)
$1,000 + ($1,000 × 10.00% × 200.00%)
= $1,200.00
On the stated maturity date, you would receive $1,200.00 per
security.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
Example 3. The securities are not automatically called. Maturity
payment amount is equal to the face amount:
|
Common Stock of
Amazon.com, Inc. |
Class A Common Stock
of Meta Platforms, Inc. |
Hypothetical starting value: |
$100.00 |
$100.00 |
Hypothetical closing value on the call date: |
$65.00 |
$70.00 |
Hypothetical call threshold value: |
$90.00 |
$90.00 |
Hypothetical ending value: |
$95.00 |
$120.00 |
Hypothetical downside threshold value: |
$60.00 |
$60.00 |
Hypothetical underlier return on the final calculation day: |
-5.00% |
20.00% |
Step 1: Determine which Underlier is the lowest performing Underlier
on the final calculation day.
In this example, the common stock of 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 less than its hypothetical starting
value, but not by more than 40%, you would not lose any of the face amount of your securities.
On the stated maturity date, you would receive $1,000.00 per
security.
Example 4. The securities are not automatically called. Maturity
payment amount is less than the face amount:
|
Common Stock of
Amazon.com, Inc. |
Class A Common Stock
of Meta Platforms, Inc. |
Hypothetical starting value: |
$100.00 |
$100.00 |
Hypothetical closing value on the call date: |
$75.00 |
$80.00 |
Hypothetical call threshold value: |
$90.00 |
$90.00 |
Hypothetical ending value: |
$150.00 |
$50.00 |
Hypothetical downside threshold value: |
$60.00 |
$60.00 |
Hypothetical underlier return on the final calculation day: |
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 Meta Platforms, 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 40%, 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 either Underlier depreciates from its starting value to its ending value by more than 40%, you will incur a loss on the
securities at maturity, even if the other Underlier has appreciated or has not declined below its downside threshold value.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
Information About The Underliers |
Each Underlier is registered under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Companies with securities registered under the Exchange Act are required
to file financial and other information specified by the SEC periodically. Information provided to or filed with the SEC by the issuer
of each Underlier can be located on a website maintained by the SEC at https://www.sec.gov by reference to that issuer’s SEC file
number provided below. Information from outside sources is not incorporated by reference in, and should not be considered part of, this
pricing supplement. We have not independently verified the accuracy or completeness of the information contained in outside sources.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
According to publicly available information, Amazon.com, Inc.
serves consumers through its online and physical stores; manufactures and sells electronic devices; develops and produces media content;
offers subscription services; offers programs that enable sellers to sell their products in its stores and to fulfill orders using its
services; offers developers and enterprises a set of technology services, including compute, storage, database, analytics and machine
learning and other services; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill
and app developers and others to publish and sell content; and provides advertising services to sellers, vendors, publishers, authors
and others, through programs such as sponsored ads, display and video advertising.
The issuer of the common stock of Amazon.com, Inc.’s SEC
file number is 000-22513. The common stock of Amazon.com, Inc. is listed on The Nasdaq Global Select Market under the ticker symbol “AMZN.”
Historical Information
We obtained the closing prices of the common stock of Amazon.com,
Inc. in the graph below from Bloomberg 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 Amazon.com, Inc. for the period from January 2, 2020 to June 26, 2025. The closing price on June 26, 2025 was $217.12. The historical
performance of the common stock of Amazon.com, Inc. should not be taken as an indication of its future performance during the term of
the securities.

Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
According to publicly available information, Meta Platforms,
Inc. (formerly known as Facebook, Inc.) builds products that enable people to connect and share through mobile devices, personal computers,
virtual reality and mixed reality headsets and wearables.
The issuer of the Class A common stock of Meta Platforms, Inc.’s
SEC file number is 001-35551. The Class A common stock of Meta Platforms, Inc. is listed on The Nasdaq Stock Market LLC under the ticker
symbol “META.”
Historical Information
We obtained the closing prices of the Class A common stock of
Meta Platforms, 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 Meta Platforms, Inc. for the period from January 2, 2020 to June 26, 2025. The closing price on June 26, 2025 was $726.09. The
historical performance of the Class A common stock of Meta Platforms, Inc. should not be taken as an indication of its future performance
during the term of the securities.

Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 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. 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 our determination that the securities
do not have a delta of one with respect to any underlying security, the securities should not be subject to Section 871(m). 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.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 29, 2028
Validity of the Securities |
In the opinion of Osler, Hoskin & Harcourt
LLP, the issue and sale of the securities has been duly authorized by all necessary corporate action of the Bank of Montreal in conformity
with the indenture, and when this pricing supplement has been attached to, and duly notated on, the master note that represents the securities,
the securities will have been validly executed, authenticated, issued and delivered, to the extent that validity of the securities is
a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and will be valid obligations
of the Bank of Montreal, subject to the following limitations (i) the enforceability of the indenture may be limited by the Canada Deposit
Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership,
moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors’ rights generally; (ii)
the enforceability of the indenture may be limited by equitable principles, including the principle that equitable remedies such as specific
performance and injunction may only be granted in the discretion of a court of competent jurisdiction; (iii) pursuant to the Currency
Act (Canada) a judgment by a Canadian court must be awarded in Canadian currency and that such judgment may be based on a rate of exchange
in existence on a day other than the day of payment; and (iv) the enforceability of the indenture will be subject to the limitations contained
in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the indenture
to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and
is limited to the laws of the Provinces of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject
to certain assumptions about (i) the trustees’ authorization, execution and delivery of the indenture, (ii) the genuineness of signatures
and (iii) certain other matters, all as stated in the letter of such counsel dated March 25, 2025, which has been filed as Exhibit 5.3
to Bank of Montreal’s Form 6-K filed with the SEC and dated March 25, 2025.
In the opinion of Davis Polk & Wardwell LLP,
as special United States products counsel to the Bank of Montreal, when the securities offered by this pricing supplement have been issued
by the Bank of Montreal pursuant to the indenture, the trustee has made the appropriate entries or notations to the master global note
that represents such securities (the “master note”), and such securities have been delivered against payment as contemplated
herein, such securities will be valid and binding obligations of the Bank of Montreal, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and
possible judicial or regulatory actions or applications giving effect to governmental actions or foreign laws affecting creditors’
rights, provided that such counsel expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or
stay law; or (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as the foregoing opinion
involves matters governed by the laws of the Provinces of Ontario and Québec and the federal laws of Canada, you have received,
and we understand that you are relying upon, the opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel for the Bank of Montreal,
set forth above. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and
delivery of the indenture and the authentication of the master note and the validity, binding nature and enforceability of the indenture
with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated March 25, 2025, which has been filed
as an exhibit to Bank of Montreal’s report on Form 6-K filed with the SEC on March 25, 2025.
PRS-22