The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus are not an offer to sell these Notes and we are not soliciting an offer to buy these Notes in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated October 21, 2026

Pricing Supplement dated October , 2026

(To Product Supplement No. ELN-1 dated March 25, 2025,

Underlying Supplement No. ELN-1 dated March 25, 2025,

Prospectus Supplement dated March 25, 2025

and Prospectus dated March 25, 2025)

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-285508

Bank of Montreal Trigger Autocallable Contingent Yield Notes

Linked to the iShares® MSCI Emerging Markets ETF due on or about October 24, 2029

Investment Description

The Trigger Autocallable Contingent Yield Notes (the “Notes”) are senior unsecured debt securities issued by Bank of Montreal (the “Issuer”) linked to the performance of the iShares® MSCI Emerging Markets ETF (the “Underlier”). On a quarterly basis, unless the Notes have been previously called, the Issuer will pay you a coupon (the “Contingent Coupon”) if the Closing Value of the Underlier on the applicable Coupon Observation Date is greater than or equal to the Coupon Barrier. However, if the Closing Value of the Underlier on a Coupon Observation Date is less than the Coupon Barrier, you will not receive any Contingent Coupon for the relevant quarter. If the Closing Value of the Underlier on any Call Observation Date is greater than or equal to its Closing Value on the Strike Date (the “Initial Underlier Value”), the Notes will be automatically called, and the Issuer will pay you the Principal Amount of the Notes plus a final Contingent Coupon, and no further payments will be made on the Notes. If the Notes are not automatically called and the Closing Value of the Underlier on the Final Valuation Date (the “Final Underlier Value”) is greater than or equal to the Downside Threshold (which is set equal to the Coupon Barrier), the Issuer will repay the Principal Amount at maturity plus any final Contingent Coupon otherwise due. However, if the Final Underlier Value is less than the Downside Threshold, the Issuer will pay you a cash payment at maturity that is less than the Principal Amount, if anything, resulting in a percentage loss on the Principal Amount of the Notes equal to the negative Underlier Return. In this case, you will have full downside exposure to the Underlier from the Initial Underlier Value to the Final Underlier Value, and will lose a significant portion, and possibly all, of your initial investment. Investing in the Notes involves significant risks. You may lose a significant portion or all of your initial investment. You may receive few or no Contingent Coupons during the term of the Notes. You will not participate in any appreciation of the Underlier and will not receive any dividends on the shares of the Underlier or the securities held by the Underlier. The Final Underlier Value is observed relative to the Downside Threshold only on the Final Valuation Date, and the contingent repayment of principal feature applies only if you hold the Notes to maturity. Generally, the higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note. Any payment on the Notes, including any payment of the Principal Amount at maturity, is subject to the credit of Bank of Montreal. If Bank of Montreal were to default on its payment obligations, you might not receive any amounts owed to you under the Notes and you could lose your entire investment.

Features

qContingent Coupon: On each Contingent Coupon Payment Date, the Issuer will pay you a Contingent Coupon if the Closing Value of the Underlier on the related Coupon Observation Date is greater than or equal to the Coupon Barrier. However, if the Closing Value of the Underlier on any Coupon Observation Date is less than the Coupon Barrier, you will not receive any Contingent Coupon on the related Contingent Coupon Payment Date.
qAutomatic Call: If the Closing Value of the Underlier on any Call Observation Date is greater than or equal to the Initial Underlier Value, the Notes will be automatically called, and the Issuer will pay you the Principal Amount of the Notes plus a final Contingent Coupon, and no further payments will be made on the Notes.
qDownside Exposure with Contingent Repayment of Principal at Maturity: If the Notes are not automatically called and the Final Underlier Value is greater than or equal to the Downside Threshold, the Issuer will repay the Principal Amount at maturity plus any final Contingent Coupon otherwise due. However, if the Final Underlier Value is less than the Downside Threshold, the Issuer will repay less than the Principal Amount at maturity, if anything, resulting in a percentage loss on your investment equal to the negative Underlier Return. You may lose a significant portion or all of your initial investment. Any payment on the Notes, including any payment of the Principal Amount at maturity, is subject to the credit of Bank of Montreal.

Key Dates1
Strike Date: October 20, 2026
Trade Date: October 21, 2026
Settlement Date: October 26, 2026
Coupon Observation Dates2: Quarterly (see page PS-6)
Call Observation Dates2: Quarterly, beginning after one year (see page PS-6)
Final Valuation Date2: October 22, 2029
Maturity Date2: October 24, 2029

1In the event that we make any changes to the expected Trade Date or Settlement Date, the other relevant dates may be changed so that the stated term of the Notes remains the same.
2Subject to postponement. See “Terms of the Notes” on page PS-5 of this pricing supplement.

 

Notice to investors: The Notes are significantly riskier than conventional debt instruments. The Issuer is not necessarily obligated to repay the full Principal Amount of the Notes at maturity, and the Notes may have the full downside market risk of the Underlier. This market risk is in addition to the credit risk inherent in purchasing a debt obligation of the Issuer. You should not purchase the Notes if you do not understand or are not comfortable with the significant risks involved in investing in the Notes.

You should carefully consider the risks described under “Selected Risk Considerations” beginning on page PS-8 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement, page S-2 of the prospectus supplement and page 9 of the prospectus before purchasing any Notes. Events relating to any of those risks, or other risks and uncertainties, could adversely affect the market value of, and the return on, your Notes. You may lose a significant portion or all of your initial investment. The Notes will not be listed on any securities exchange.

Note Offering

We are offering Trigger Autocallable Contingent Yield Notes linked to the iShares® MSCI Emerging Markets ETF. The Contingent Coupon Rate will be set on the Trade Date. The Initial Underlier Value is the Closing Value (as defined below) of the Underlier on the Strike Date. The Initial Underlier Value is not the Closing Value of the Underlier on the Trade Date. The Notes are offered at a minimum investment of $1,000 (100 Notes).

Underlier Contingent
Coupon Rate
Initial Underlier
Value
Coupon Barrier Downside Threshold CUSIP/ ISIN

 

iShares® MSCI Emerging Markets ETF (EEM)

 

 

At least 8.20% per annum

 

 

$63.32

 

 

$37.99, which is 60% of the Initial Underlier Value (rounded to two decimal places)

 

 

$37.99, which is 60% of the Initial Underlier Value (rounded to two decimal places)

 

 

06368N458 / US06368N4584

 

 

On the date of this preliminary pricing supplement, the estimated initial value of the Notes is $9.85 per Note. The estimated initial value of the Notes at pricing may differ from this value but will not be less than $9.45 per Note. However, as discussed in more detail in this pricing supplement, the actual value of the Notes at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Value of the Notes” in this pricing supplement.

The Notes are the unsecured obligations of Bank of Montreal, and, accordingly, all payments on the Notes are subject to the credit risk of Bank of Montreal. If Bank of Montreal defaults on its obligations, you could lose some or all of your investment. The Notes are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency.

The Notes are not bail-inable notes and are not subject to conversion into our common shares or the common shares of any of our affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these Notes or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

  Original Issue Price Underwriting Discount(1) Proceeds to Bank of Montreal
Per Note $10.000 $0.125 $9.875
Total $ $ $
(1)BMO Capital Markets Corp. (“BMOCM”), our subsidiary, and UBS Financial Services Inc. (“UBS”) are the agents for the distribution of the Notes. See “Supplemental Plan of Distribution” in this pricing supplement for further information.

 

UBS Financial Services Inc. BMO Capital Markets

 

  
 

 

Estimated Value of the Notes

 

Our estimated initial value of the Notes equals the sum of the values of the following hypothetical components:

 

·a fixed-income debt component with the same tenor as the Notes, valued using our internal funding rate for structured notes; and

 

·one or more derivative transactions relating to the economic terms of the Notes.

 

The internal funding rate used in the determination of the initial estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value of these derivative transactions is derived from our internal pricing models. These models are based on factors such as the traded market prices of comparable derivative instruments and on other inputs, which include volatility, dividend rates, interest rates and other factors. As a result, the estimated initial value of the Notes is based on market conditions at the time it is calculated.

 

For more information about the estimated initial value of the Notes, see “Selected Risk Considerations” below.

 

 PS-2 
 

 

Additional Information About the Issuer and the Notes

 

You should read this pricing supplement together with product supplement no. ELN-1 dated March 25, 2025, underlying supplement no. ELN-1 dated March 25, 2025, the prospectus supplement dated March 25, 2025 and the prospectus dated March 25, 2025 for additional information about the Notes. To the extent that disclosure in this pricing supplement is inconsistent with the disclosure in the product supplement, underlying supplement, prospectus supplement or prospectus, the disclosure in this pricing supplement will control. Certain defined terms used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.

 

Our Central Index Key, or CIK, on the SEC website is 927971. When we refer to “we,” “us” or “our” in this pricing supplement, we refer only to Bank of Montreal.

 

You may access the product supplement, underlying supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

·Product Supplement No. ELN-1 dated March 25, 2025:

https://www.sec.gov/Archives/edgar/data/927971/000121465925004723/o321252424b2.htm

 

·Underlying Supplement No. ELN-1 dated March 25, 2025:

https://www.sec.gov/Archives/edgar/data/927971/000121465925004728/r321250424b2.htm

 

·Prospectus Supplement and Prospectus dated March 25, 2025:

https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm

 

 PS-3 
 

 

Investor Suitability

 

The Notes may be appropriate for you if:

 

¨You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire investment.

 

¨You can tolerate a loss of a significant portion or all of your initial investment, and you are willing to make an investment that may have the full downside market risk of the Underlier.

 

¨You believe the Underlier is likely to close at or above the Coupon Barrier on the specified Coupon Observation Dates, and, if it does not, you can tolerate receiving few or no Contingent Coupons over the term of the Notes.

 

¨You believe the Final Underlier Value is not likely to be less than the Downside Threshold and, if it is, you can tolerate a loss of a significant portion or all of your initial investment.

 

¨You understand and accept that you will not participate in any appreciation in the value of the Underlier and your potential return is limited to any Contingent Coupons paid on the Notes.

 

¨You would be willing to invest in the Notes if the Contingent Coupon Rate were set equal to the lowest possible Contingent Coupon Rate specified on the cover of this pricing supplement (the actual Contingent Coupon Rate will be set on the Trade Date).

 

¨You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the value of the Underlier.

 

¨You do not seek guaranteed current income from this investment, you are willing to accept the risk of contingent yield and you are willing to forgo any dividends paid on the shares of the Underlier and the securities held by the Underlier.

 

¨You are willing to invest in Notes that may be automatically called early and you are otherwise willing to hold the Notes to maturity and accept that there may be little or no secondary market for the Notes.

 

¨You understand and are willing to accept the risks associated with the Underlier.

 

¨You are willing and able to assume the credit risk of Bank of Montreal, as Issuer of the Notes, for all payments under the Notes and you understand that, if Bank of Montreal defaults on its obligations, you might not receive any amounts due to you, including any payment of the Principal Amount at maturity.

The Notes may not be appropriate for you if:

 

¨You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire investment.

 

¨You cannot tolerate the loss of a significant portion or all of your initial investment, or you are not willing to make an investment that may have the full downside market risk of the Underlier.

 

¨You do not believe the Underlier is likely to close at or above the Coupon Barrier on the specified Coupon Observation Dates, or you cannot tolerate receiving few or no Contingent Coupons over the term of the Notes.

 

¨You believe the Underlier will depreciate over the term of the Notes and the Final Underlier Value is likely to be less than the Downside Threshold.

 

¨

You seek an investment that participates in the full appreciation of the Underlier and whose return is not limited to any Contingent Coupons paid on the Notes.

 

¨You would be unwilling to invest in the Notes if the Contingent Coupon Rate were set equal to the lowest possible Contingent Coupon Rate specified on the cover of this pricing supplement (the actual Contingent Coupon Rate will be set on the Trade Date).

 

¨You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the value of the Underlier.

 

¨You seek guaranteed current income from your investment, you are unwilling to accept the risk of contingent yield or you would prefer to receive any dividends paid on the shares of the Underlier and the securities held by the Underlier.

 

¨You are unable or unwilling to hold Notes that may be automatically called early, or you are otherwise unable or unwilling to hold the Notes to maturity, or you seek an investment for which there will be an active secondary market.

 

¨You do not understand or are not willing to accept the risks associated with the Underlier.

 

¨You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and credit ratings that bear interest at a prevailing market rate.

 

¨You are unwilling or unable to assume the credit risk of Bank of Montreal, as Issuer of the Notes, for all payments under the Notes, including any payment of the Principal Amount at maturity.


 

The considerations identified above are not exhaustive. Whether or not the Notes 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 Notes 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 Notes. For more information about the Underlier, please see the section titled “The Underlier” below.

 

 PS-4 
 

 

Terms of the Notes

 

Issuer: Bank of Montreal
Original Issue Price: 100% of the Principal Amount of Notes
Principal Amount: $10 per Note
Underlier: iShares® MSCI Emerging Markets ETF (Bloomberg ticker symbol: EEM)
Term: Approximately 3 years, unless automatically called earlier
Automatic Call Feature: If the Closing Value of the Underlier on any Call Observation Date is greater than or equal to the Initial Underlier Value, the Notes will be automatically called, and the Issuer will pay you the Principal Amount of the Notes plus the Contingent Coupon due on the Contingent Coupon Payment Date that is also the Call Settlement Date, and no further payments will be made on the Notes.
Contingent Coupon:

If the Closing Value of the Underlier is greater than or equal to the Coupon Barrier on any Coupon Observation Date, the Issuer will pay you a Contingent Coupon on the related Contingent Coupon Payment Date.

 

If the Closing Value of the Underlier is less than the Coupon Barrier on any Coupon Observation Date, the Contingent Coupon applicable to that Coupon Observation Date will not accrue or be payable and the Issuer will not make any payment to you on the related Contingent Coupon Payment Date.

 

The Contingent Coupon is a fixed amount based upon equal quarterly installments at the Contingent Coupon Rate.

Contingent Coupon
Rate:
At least 8.20% per annum (to be set on the Trade Date). Accordingly, the Contingent Coupon with respect to each Coupon Observation Date will be equal to at least $0.205 per Note. Whether Contingent Coupons will be paid on the Notes will depend on the performance of the Underlier.
Coupon Observation
Dates:
Quarterly. See “Coupon Observation Dates/Call Observation Dates/Contingent Coupon Payment Dates/Call Settlement Dates” below.
Contingent Coupon
Payment Dates:
Quarterly. See “Coupon Observation Dates/Call Observation Dates/Contingent Coupon Payment Dates/Call Settlement Dates” below.
Call Observation Dates: Quarterly, beginning approximately one year after the Settlement Date, on the Coupon Observation Dates scheduled to occur from October 2027 to July 2029, inclusive.
Call Settlement Date: The Contingent Coupon Payment Date immediately following the applicable Call Observation Date, if applicable. See “Coupon Observation Dates/Call Observation Dates/Contingent Coupon Payment Dates/Call Settlement Dates” below.
Payment at Maturity:

If the Notes are not automatically called, on the Maturity Date, you will receive from the Issuer a cash payment per Note calculated as follows:

 

·      If the Final Underlier Value is greater than or equal to the Downside Threshold (which equals the Coupon Barrier), the Issuer will repay the Principal Amount at maturity of $10 per Note plus the Contingent Coupon due on the Contingent Coupon Payment Date that is also the Maturity Date.

 

·      If the Final Underlier Value is less than the Downside Threshold, the Issuer will repay less than the Principal Amount at maturity, if anything, resulting in a percentage loss on your investment equal to the negative Underlier Return. Accordingly, the payment at maturity per Note would be calculated as follows:

 

$10 + ($10 × Underlier Return)

 

If the Notes are not automatically called and the Final Underlier Value is less than the Downside Threshold, your investment is fully exposed to the decline in the Underlier, and you will lose a significant portion or all of your initial investment at maturity.

Underlier Return:

Final Underlier Value – Initial Underlier Value

Initial Underlier Value

Initial Underlier Value: The Closing Value of the Underlier on the Strike Date, as specified on the cover of this pricing supplement. The Initial Underlier Value is not the Closing Value of the Underlier on the Trade Date.
Final Underlier Value: The Closing Value of the Underlier on the Final Valuation Date
Closing Value: Closing Value has the meaning assigned to “Closing Price” set forth under “General Terms of the Notes—Certain Terms for Notes Linked to a Fund or an Underlying Stock—Certain Definitions” in the accompanying product supplement.
Coupon Barrier: 60% of the Initial Underlier Value (rounded to two decimal places), as specified on the cover of this pricing supplement.
Downside Threshold: 60% of the Initial Underlier Value (rounded to two decimal places), as specified on the cover of this pricing supplement.
Calculation Agent: BMO Capital Markets Corp. (“BMOCM”)
Market Disruption
Events and
Postponement
Provisions:

Each Coupon Observation Date (including the Final Valuation Date) and each Call Observation Date is subject to postponement due to non-scheduled trading days and the occurrence of a market disruption event. In addition, a Contingent Coupon Payment Date, a Call Settlement Date and/or the Maturity Date, as applicable, will be postponed if the immediately preceding Coupon Observation Date or Call Observation Date, as applicable, is postponed and will be adjusted for non-business days.

 

For more information regarding adjustments to the Coupon Observation Dates, the Call Observation Dates, the Contingent Coupon Payment Dates, the Call Settlement Dates and the Maturity Date, see “General Terms of the Notes—Consequences of a Market Disruption Event; Postponement of a Valuation Date—Notes Linked to a Single Underlier” and “—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product supplement, each Coupon Observation Date, the Final Valuation Date and each Call Observation Date is a “Valuation Date” and each Contingent Coupon Payment Date, Call Settlement Date and the Maturity Date is a “Payment Date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General Terms of the Notes—Certain Terms for Notes Linked to a Fund or an Underlying Stock—Market Disruption Events” in the accompanying product supplement.

 

 PS-5 
 

 

 Coupon Observation Dates/Call Observation Dates/Contingent Coupon Payment Dates/Call Settlement Dates

 

Coupon Observation Dates/Call Observation Dates* Contingent Coupon Payment Dates/Call Settlement Dates*
January 20, 2027 January 22, 2027
April 20, 2027 April 22, 2027
July 20, 2027 July 22, 2027
October 20, 2027 October 22, 2027
January 20, 2028 January 24, 2028
April 20, 2028 April 24, 2028
July 20, 2028 July 24, 2028
October 20, 2028 October 24, 2028
January 22, 2029 January 24, 2029
April 20, 2029 April 24, 2029
July 20, 2029 July 24, 2029
October 22, 2029 (the Final Valuation Date) October 24, 2029 (the Maturity Date)
* Each Coupon Observation Date (other than the Final Valuation Date), starting from the fourth Coupon Observation Date, which is October 20, 2027, is a Call Observation Date. Thus, the first possible Call Settlement Date will be October 22, 2027.

 

 PS-6 
 

 

Investment Timeline

 

  Strike Date:   The Initial Underlier Value is observed and the Coupon Barrier and Downside Threshold are determined.
     
  Coupon Observation Dates/Call Observation Dates (beginning after one year):  

If the Closing Value of the Underlier is greater than or equal to the Coupon Barrier on any Coupon Observation Date, the Issuer will pay you a Contingent Coupon on the related Contingent Coupon Payment Date.

 

However, if the Closing Value of the Underlier is less than the Coupon Barrier on any Coupon Observation Date, no Contingent Coupon payment will be made on the related Contingent Coupon Payment Date.

 

In addition, if the Closing Value of the Underlier on any Call Observation Date is greater than or equal to the Initial Underlier Value, the Notes will be automatically called, and the Issuer will pay you the Principal Amount of the Notes plus a final Contingent Coupon, and no further payments will be made on the Notes.

     
  Maturity Date:  

If the Notes are not automatically called, the Final Underlier Value is observed and the Underlier Return is determined on the Final Valuation Date.

 

If the Final Underlier Value is greater than or equal to the Downside Threshold (which equals the Coupon Barrier), the Issuer will repay the Principal Amount at maturity of $10 per Note plus the Contingent Coupon due on the Contingent Coupon Payment Date that is also the Maturity Date.

 

If the Final Underlier Value is less than the Downside Threshold, the Issuer will repay less than the Principal Amount at maturity, if anything, resulting in a percentage loss on your investment equal to the negative Underlier Return. Accordingly, the payment at maturity per Note would be calculated as follows:

 

$10 + ($10 × Underlier Return)

 

If the Notes are not automatically called and the Final Underlier Value is less than the Downside Threshold, your investment is fully exposed to the decline in the Underlier, and you will lose a significant portion or all of your initial investment at maturity.

 

Investing in the Notes involves significant risks. You may receive few or no Contingent Coupons during the term of the Notes. You may lose a significant portion or all of your investment. The Final Underlier Value is observed relative to the Downside Threshold only on the Final Valuation Date, and the contingent repayment of principal feature applies only if you hold the Notes to maturity. Generally, the higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note. Your return potential on the Notes is limited to any Contingent Coupons paid on the Notes, and you will not participate in any appreciation of the Underlier. Any payment on the Notes, including any payment of the Principal Amount at maturity, is subject to the creditworthiness of the Issuer. If Bank of Montreal were to default on its payment obligations, you might not receive any amounts owed to you under the Notes and you could lose your entire investment.

 

 PS-7 
 

 

Selected Risk Considerations

 

The Notes involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read the more detailed explanation of the risks relating to the Notes generally in the “Risk Factors” section of the accompanying product supplement and prospectus supplement. You should reach an investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the Notes in light of your particular circumstances.

 

Risks Relating To The Notes Generally

 

If The Notes Are Not Automatically Called Prior To Maturity, You May Lose Some Or All Of The Principal Amount Of Your Notes At Maturity.

 

We will not repay you a fixed amount on the Notes at maturity. If the Notes are not automatically called prior to maturity, you will receive a payment at maturity that will be equal to or less than the Principal Amount, depending on the ending value of the Underlier.

 

If the Final Underlier Value is less than the Downside Threshold, the payment at maturity will be less than the Principal Amount, you will have full downside exposure to the decrease in the value of the Underlier from the Initial Underlier Value, and you will lose 1% of the Principal Amount for every 1% that the Final Underlier Value is less than the Initial Underlier Value. As a result, if the Final Underlier Value is less than the Downside Threshold, you will lose a significant portion, and possibly all, of the Principal Amount per Note at maturity. This is the case even if the value of the Underlier is greater than or equal to the Initial Underlier Value or the Downside Threshold at certain times during the term of the Notes.

 

Even if the Final Underlier Value is greater than the Downside Threshold, the payment at maturity will not exceed the Principal Amount (and any Contingent Coupon otherwise due), and your yield on the Notes, taking into account any Contingent Coupons you may have received during the term of the Notes, may be less than the yield you would earn if you bought a traditional interest-bearing debt security of Bank of Montreal or another issuer with a similar credit rating with the same Maturity Date.

 

The Notes Do Not Provide For Fixed Payments Of Interest And You May Receive No Contingent Coupons On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Notes.

 

On each Contingent Coupon Payment Date you will receive a Contingent Coupon payment if, and only if, the Closing Value of the Underlier on the related Coupon Observation Date is greater than or equal to the Coupon Barrier. If the Closing Value of the Underlier on any Coupon Observation Date is less than the Coupon Barrier, you will not receive any Contingent Coupon payment on the related Contingent Coupon Payment Date. Furthermore, if the Closing Value of the Underlier is less than the Coupon Barrier on each Coupon Observation Date over the term of the Notes, you will not receive any Contingent Coupons over the entire term of the Notes.

 

You May Be Fully Exposed To The Decline In The Underlier From The Initial Underlier Value, But Will Not Participate In Any Positive Performance Of The Underlier.

 

Even though you will be fully exposed to a decline in the value of the Underlier if the Final Underlier Value is below the Downside Threshold, you will not participate in any increase in the value of the Underlier over the term of the Notes. Your maximum possible return on the Notes will be limited to the sum of the Contingent Coupons you receive, if any. Consequently, your return on the Notes may be significantly less than the return you could achieve on an alternative investment that provides for participation in an increase in the value of the Underlier.

 

Contingent Repayment Of Your Initial Investment Applies Only If You Hold The Notes To Maturity.

 

You should be willing to hold your Notes to maturity. If you are able to sell your Notes prior to maturity in the secondary market, you may have to sell them at a substantial loss relative to your initial investment, even if the value of the Underlier is greater than the Downside Threshold at the time of such sale.

 

A Higher Contingent Coupon Rate And/Or A Lower Coupon Barrier And/Or Downside Threshold Are Associated With Greater Risk.

 

The Notes offer Contingent Coupons at a higher rate, if paid, than the fixed rate we would pay on conventional debt securities of the same maturity. These higher potential Contingent Coupons are associated with greater levels of expected risk as of the Trade Date as compared to conventional debt securities, including the risk that you may not receive a Contingent Coupon on one or more, or any, Contingent Coupon Payment Dates and the risk that you may lose a substantial portion, and possibly all, of the Principal Amount at maturity. The volatility of the Underlier is an important factor affecting this risk. Volatility is a measurement of the size and frequency of daily fluctuations in the value of the Underlier, typically observed over a specified period of time. Volatility can be measured in a variety of ways, including on a historical basis or on an expected basis as implied by option prices in the market. Greater expected volatility of the Underlier as of the Trade Date may result in a higher Contingent Coupon Rate and/or a lower Coupon Barrier and/or a lower Downside Threshold, but it also represents a greater expected likelihood as of the Trade Date that the Closing Value of the Underlier will be less than the Coupon Barrier on one or more Coupon Observation Dates, such that you will not receive one or more, or any, Contingent Coupons during the term of the Notes, and that the Closing Value of the Underlier will be less than the Downside Threshold on the Final Valuation Date such that you will lose a substantial portion, and possibly all, of the Principal Amount at maturity. In general, the higher the Contingent Coupon Rate is relative to the fixed rate we would pay on conventional debt securities, the greater the expected risk that you will not receive one or more, or any, Contingent Coupons during the term of the Notes and that you will lose a substantial portion, and possibly all, of the Principal Amount at maturity. On the other hand, a lower Coupon Barrier or Downside Threshold does not necessarily indicate that the Notes have a greater likelihood of paying Contingent Coupons or returning your principal at maturity.

 

 PS-8 
 

 

You Will Be Subject To Reinvestment Risk.

 

If your Notes are automatically called, the term of the Notes may be reduced. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in the event the Notes are automatically called prior to maturity.

 

The Notes Are Subject To Credit Risk.

 

The Notes are our obligations and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the Notes are subject to our creditworthiness and you will have no ability to pursue the shares of the Underlier or any securities held by the Underlier for payment. As a result, our actual and perceived creditworthiness may affect the value of the Notes and, in the event we were to default on our obligations under the Notes, you may not receive any amounts owed to you under the terms of the Notes and you could lose your entire investment.

 

The U.S. Federal Income Tax Consequences Of An Investment In The Notes Are Unclear.

 

There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Notes, and significant aspects of the tax treatment of the Notes are uncertain. You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the Notes.

 

The Maturity Date Will Be Postponed If The Final Valuation Date Is Postponed.

 

The Final Valuation Date will be postponed if the originally scheduled Final Valuation Date is not a scheduled trading day or if the calculation agent determines that a market disruption event has occurred or is continuing on the Final Valuation Date. If such a postponement occurs, the Maturity Date will be postponed. See “General Terms of the Notes—Consequences of a Market Disruption Event; Postponement of a Valuation Date—Notes Linked to a Single Underlier” and “—Payment Dates” in the accompanying product supplement.

 

Risks Relating To The Estimated Value Of The Notes And Any Secondary Market

 

The Estimated Value Of The Notes On The Trade Date, Based On Our Proprietary Pricing Models, Will Be Less Than The Original Issue Price.

 

Our initial estimated value of the Notes is only an estimate, and is based on a number of factors. The Original Issue Price of the Notes may exceed our initial estimated value, because costs associated with offering, structuring and hedging the Notes are included in the Original Issue Price, but are not included in the estimated value. These costs will include any underwriting discount and selling concessions and the cost of hedging our obligations under the Notes through one or more hedge counterparties (which may be one or more of our affiliates). Such hedging cost includes our or our hedge counterparty’s expected cost of providing such hedge, as well as the profit we or our hedge counterparty expect to realize in consideration for assuming the risks inherent in providing such hedge.

 

The Terms Of The Notes Are Not Determined By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.

 

To determine the terms of the Notes, we use an internal funding rate that represents a discount from the credit spreads for our conventional fixed-rate debt. As a result, the terms of the Notes are less favorable to you than if we had used a higher funding rate.

 

The Estimated Value Of The Notes Is Not An Indication Of The Price, If Any, At Which We, BMOCM Or Any Other Person May Be Willing To Buy The Notes From You In The Secondary Market.

 

Our initial estimated value of the Notes is derived using our internal pricing models. This value is based on market conditions and other relevant factors, which include volatility of the Underlier, dividend rates and interest rates. Different pricing models and assumptions, including those used by other market participants, could provide values for the Notes that are greater than or less than our initial estimated value. In addition, market conditions and other relevant factors after the Trade Date are expected to change, possibly rapidly, and our assumptions may prove to be incorrect. After the Trade Date, the value of the Notes could change dramatically due to changes in market conditions, our creditworthiness, and the other factors discussed in the next risk factor. These changes are likely to impact the price, if any, at which we, BMOCM or any other party would be willing to purchase the Notes from you in any secondary market transactions. Our initial estimated value does not represent a minimum price at which we, BMOCM or any other party would be willing to buy your Notes in any secondary market at any time.

 

For a period of approximately 4 months following issuance of the Notes, the price, if any, at which we or our affiliates would be willing to buy the Notes from investors, and the value that BMOCM may also publish for the Notes through one or more financial information vendors and which could be indicated for the Notes on any brokerage account statements, will reflect a temporary upward adjustment from our estimated value of the Notes that would otherwise be determined and applicable at that time. This temporary upward adjustment represents a portion of (a) the hedging profit that we or our affiliates expect to realize over the term of the Notes and (b) any underwriting discount and selling concessions paid in connection with this offering. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the 4-month period.

 

 PS-9 
 

 

The Value Of The Notes Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

 

The payout on the Notes could be replicated by a hypothetical combination of financial instruments consisting of a fixed-income debt component and one or more derivative transactions. As a result, the factors that influence the values of fixed-income bonds and derivative instruments will also influence the terms of the Notes at issuance and the value of the Notes prior to maturity. The value of the Notes prior to maturity will be affected by the then-current value of the Underlier, interest rates at that time and a number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, which are described in more detail in the accompanying product supplement, are expected to affect the value of the Notes: performance of the Underlier; interest rates; volatility of the Underlier; time remaining to maturity; currency exchange rates; and dividend yields on the securities held by the Underlier. When we refer to the “value” of your Notes, we mean the value you could receive for your Notes if you are able to sell them in the open market before the Maturity Date.

 

In addition to these factors, the value of the Notes will be affected by actual or anticipated changes in our creditworthiness. You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of the Notes attributable to another factor, such as a change in the value of the Underlier. Because numerous factors are expected to affect the value of the Notes, changes in the value of the Underlier may not result in a comparable change in the value of the Notes.

 

The Notes Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Notes To Develop.

 

The Notes will not be listed or displayed on any securities exchange. Although BMOCM and/or its affiliates intend to make a secondary market in relation to the Notes, they are not obligated to do so. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a secondary market for the Notes, the price at which you may be able to sell your Notes is likely to depend on the price, if any, at which BMOCM is willing to buy your Notes. If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your Notes prior to maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the Notes to maturity.

 

Risks Relating To The Underlier

 

Any Payments On The Notes And Whether The Notes Are Automatically Called Will Depend Upon The Performance Of The Underlier And Therefore The Notes Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.

 

·Investing In The Notes Is Not The Same As Investing In The Underlier. Investing in the Notes is not equivalent to investing in the Underlier. As an investor in the Notes, your return will not reflect the return you would realize if you actually owned and held the shares of the Underlier for a period similar to the term of the Notes because you will not receive any dividend payments, distributions or any other payments paid on those shares. As a holder of the Notes, you will not have any voting rights or any other rights that holders of the Underlier would have.

 

·Historical Values Of The Underlier Should Not Be Taken As An Indication Of The Future Performance Of The Underlier During The Term Of The Notes.

 

·Changes That Affect The Underlier Or The Fund Underlying Index May Adversely Affect The Value Of The Notes And Any Payments On The Notes.

 

·We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Held By The Underlier.

 

·We And Our Affiliates Have No Affiliation With The Fund Sponsor Or The Fund Underlying Index Sponsor And Have Not Independently Verified Their Public Disclosure Of Information.

 

·An Investment Linked To The Shares Of The Underlier Is Different From An Investment Linked To Its Fund Underlying Index.

 

·There Are Risks Associated With The Underlier.

 

·Anti-Dilution Protection Is Limited, And The Calculation Agent Has Discretion To Make Anti-Dilution Adjustments.

 

·Reorganization Or Other Events Relating To A Fund Could Adversely Affect The Value Of The Notes.

 

The Notes Are Subject To Risks Relating To Non-U.S. Securities Markets.

 

The equity securities composing the Underlier are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. 

 

 PS-10 
 

 

The Notes Are Subject To Risks Relating To Emerging Markets.

 

The equity securities composing the Underlier have been issued by companies in countries based in emerging markets. Emerging markets pose further risks in addition to the risks associated with investing in foreign equity markets generally. Countries with emerging markets may have relatively unstable financial markets and governments; may present the risks of nationalization of businesses; may impose restrictions on currency conversion, exports or foreign ownership and prohibitions on the repatriation of assets; may pose a greater likelihood of regulation by the national, provincial and local governments of the emerging market countries, including the imposition of currency exchange laws and taxes; and may have less protection of property rights, less access to legal recourse and less comprehensive financial reporting and auditing requirements than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions. The currencies of emerging markets may also be less liquid and more volatile than those of developed markets and may be affected by political and economic developments in different ways than developed markets. The foregoing factors may adversely affect the performance of companies based in emerging markets.

 

The Notes Are Subject To Currency Exchange Rate Risk.

 

The Underlier is composed of non-U.S. equity securities denominated in a non-U.S. currency and the prices of those securities are converted into U.S. dollars for purposes of calculating the value of the Underlier. Therefore, investors in the Notes will be exposed to currency exchange rate risk with respect to each of the currencies in which the non-U.S. equity securities held by the Underlier trade. An investor’s net exposure will depend on the extent to which the currencies of the non-U.S. equity securities held by the Underlier strengthen or weaken against the U.S. dollar and the relative weight of the non-U.S. equity securities denominated in those currencies. If, taking into account that weighting, the dollar strengthens against the currencies of the non-U.S. equity securities held by the Underlier, the value of the Underlier will be adversely affected and any amounts payable on the Notes may be reduced.

 

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 Notes, which we refer to as a “participating dealer,” are potentially adverse to your interests as an investor in the Notes. In engaging in certain of the activities described below and as discussed in more detail in the accompanying product supplement, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of and your return on the Notes, and in so doing they will have no obligation to consider your interests as an investor in the Notes. Our affiliates 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 Notes.

 

·The calculation agent is our affiliate and may be required to make discretionary judgments that affect the return you receive on the Notes. BMOCM, which is our affiliate, will be the calculation agent for the Notes. As calculation agent, BMOCM will determine any values of the Underlier and make any other determinations necessary to calculate any payments on the Notes. In making these determinations, BMOCM may be required to make discretionary judgments that may adversely affect any payments on the Notes. See the sections entitled “General Terms of the Notes—Certain Terms for Notes Linked to a Fund or an Underlying Stock—Market Disruption Events” and “—Anti-dilution Adjustments” and “—Discontinuation of, or Adjustments to, a Fund” in the accompanying product supplement. In making these discretionary judgments, the fact that BMOCM is our affiliate may cause it to have economic interests that are adverse to your interests as an investor in the Notes, and BMOCM’s determinations as calculation agent may adversely affect your return on the Notes.

 

·The estimated value of the Notes was calculated by us and is therefore not an independent third-party valuation.

 

·Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the Notes and may adversely affect the value of the Underlier.

 

·Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are held by the Underlier may adversely affect the value of the Underlier.

 

·Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the value of the Underlier.

 

·Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the value of the Underlier.

 

·A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or fee, creating a further incentive for the participating dealer to sell the Notes to you.

 

 PS-11 
 

 

Hypothetical Examples

 

Hypothetical terms only. Actual terms may vary. See the cover page for actual offering terms.

 

The examples below illustrate the payment upon an automatic call or at maturity for a $10 Principal Amount Note on a hypothetical offering of Notes 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 Contingent Coupon Rate, Contingent Coupon, Initial Underlier Value, Coupon Barrier or Downside Threshold. The hypothetical Initial Underlier Value of $100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Underlier Value. The actual Contingent Coupon Rate and Contingent Coupon will be determined on the Trade Date and will be set forth on the cover page and under “Terms of the Notes” above. The actual Initial Underlier Value, Coupon Barrier and Downside Threshold are set forth on the cover page. For actual historical data of the Underlier, see the historical information set forth herein. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis.

 

Term: Approximately 3 years (unless called earlier)
Hypothetical Contingent Coupon Rate: 5.00% per annum (or 1.25% per quarter)
Hypothetical Contingent Coupon: $0.125 per quarter
Hypothetical Initial Underlier Value: $100.00
Hypothetical Coupon Barrier: $90.00 (90% of the hypothetical Initial Underlier Value)
Hypothetical Downside Threshold: $90.00 (90% of the hypothetical Initial Underlier Value)
Coupon Observation Dates: Quarterly
Call Observation Dates: Quarterly (callable after one year)

The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the total payments per Note over the term of the Notes to the purchase price of $10 per Note.

 

Example 1 — Notes Are Automatically Called on the Fourth Coupon Observation Date

 

 Coupon Observation
Date
  Closing Value   Payment (per Note)
First Coupon Observation Date   $65.00  

Not Callable.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on the related Contingent Coupon Payment Date.

 

Second Coupon Observation Date   $45.00  

Not Callable.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on the related Contingent Coupon Payment Date.

 

Third Coupon Observation Date   $80.00  

Not Callable.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on the related Contingent Coupon Payment Date.

 

Fourth Coupon Observation Date   $105.00   Closing Value of Underlier at or above Initial Underlier Value; Notes are automatically called; Issuer pays Principal Amount plus Contingent Coupon of $0.125 on Call Settlement Date.

 

Total Payments (per Note):   Payment on Call Settlement Date: $10.125 ($10.00 + $0.125)
    Prior Contingent Coupons: $0.00
    Total: $10.125
    Total Return: 1.25%

 

Because the Closing Value of the Underlier is greater than or equal to the Initial Underlier Value on the fourth Coupon Observation Date (which is the first Call Observation Date), the Notes are automatically called on that Coupon Observation Date. The Issuer will pay you on the related Call Settlement Date $10.125 per Note, which is equal to the Principal Amount plus the Contingent Coupon due on the Contingent Coupon Payment Date that is also the Call Settlement Date. No further amounts will be owed to you under the Notes.

 

However, because the Closing Value of the Underlier was less than the Coupon Barrier on the first through third Coupon Observation Dates, the Issuer will not pay any Contingent Coupon on the Contingent Coupon Payment Date following those Coupon Observation Dates. Accordingly, the Issuer will have paid a total of $10.125 per Note for a total return of 1.25% on the Notes.

 

 PS-12 
 

 

Example 2 — Notes Are NOT Automatically Called and the Final Underlier Value Is At or Above the Downside Threshold and Coupon Barrier

 

 Coupon Observation Date   Closing Value     Payment (per Note)
First Coupon Observation Date   $105.00    

Not Callable.

 

Closing Value of Underlier at or above Coupon Barrier; Issuer pays Contingent Coupon of $0.125 on the related Contingent Coupon Payment Date.

 

Second Coupon Observation Date   $95.00    

Not Callable.

 

Closing Value of Underlier at or above Coupon Barrier; Issuer pays Contingent Coupon of $0.125 on the related Contingent Coupon Payment Date.

 

Third Coupon Observation Date   $70.00    

Not Callable.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on the related Contingent Coupon Payment Date.

 

Fourth to Eleventh Coupon Observation Dates   Various (below Coupon Barrier)    

Closing Value of Underlier below Initial Underlier Value; Notes NOT automatically called.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on any of the related Contingent Coupon Payment Dates.

 

Twelfth Coupon Observation Date (the Final Valuation Date)   $95.00    

Not Callable.

 

Final Underlier Value at or above Downside Threshold and Coupon Barrier; Issuer pays Principal Amount plus Contingent Coupon of $0.125 on Maturity Date.

 

Total Payments (per Note):     Payment at Maturity: $10.125 ($10.00 + $0.125)
      Prior Contingent Coupons: $0.25 ($0.125 × 2)
      Total: $10.375
      Total Return: 3.75%

 

Because the Closing Value of the Underlier is less than the Initial Underlier Value on each Coupon Observation Date that is also a Call Observation Date, the Notes are not automatically called. Because the Final Underlier Value is greater than or equal to the Downside Threshold and Coupon Barrier, the Issuer will pay you on the Maturity Date $10.125 per Note, which is equal to the Principal Amount plus the Contingent Coupon due on the Contingent Coupon Payment Date that is also the Maturity Date.

 

In addition, because the Closing Value of the Underlier was greater than or equal to the Coupon Barrier on the first and second Coupon Observation Dates, the Issuer will pay the Contingent Coupon of $0.125 on each of the related Contingent Coupon Payment Dates. However, because the Closing Value of the Underlier was less than the Coupon Barrier on the third through eleventh Coupon Observation Dates, the Issuer will not pay any Contingent Coupon on the Contingent Coupon Payment Dates following those Coupon Observation Dates. Accordingly, the Issuer will have paid a total of $10.375 per Note for a total return of 3.75% on the Notes.

 

 PS-13 
 

 

Example 3 — Notes Are NOT Automatically Called and the Final Underlier Value Is Below the Downside Threshold and Coupon Barrier

 

 Coupon
Observation Date
  Closing Value     Payment (per Note)
First Coupon Observation Date  

$60.00

 

 

 

   

Not Callable.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on the related Contingent Coupon Payment Date.

 

Second Coupon Observation Date  

$85.00

 

 

 

   

Not Callable.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on the related Contingent Coupon Payment Date.

 

Third Coupon Observation Date  

$40.00

 

 

 

   

Not Callable.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on the related Contingent Coupon Payment Date.

 

Fourth to Eleventh Coupon Observation Dates   Various (below Coupon Barrier)    

Closing Value of Underlier below Initial Underlier Value; Notes NOT automatically called.

 

Closing Value of Underlier below Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on any of the related Contingent Coupon Payment Dates.

 

Twelfth Coupon Observation Date (the Final Valuation Date)  

$50.00

 

 

 

   

Not Callable.

 

Closing Value of Underlier below Coupon Barrier and Downside Threshold; Issuer DOES NOT pay Contingent Coupon on Maturity Date; Issuer repays less than the Principal Amount resulting in a percentage loss on your investment equal to the negative Underlier Return.

 

Total Payments (per Note):     Payment at Maturity: $5.00
      Prior Contingent Coupons: $0.00
      Total: $5.00
      Total Return: -50.00%

 

Because the Closing Value of the Underlier is less than the Initial Underlier Value on each Coupon Observation Date that is also a Call Observation Date, the Notes are not automatically called. Because the Final Underlier Value is less than the Downside Threshold on the Final Valuation Date, at maturity, the Issuer will pay you a total of $5.00 per Note, for a total return of -50.00% on the Notes, calculated as follows:

 

$10 + ($10 × Underlier Return)

$10 + ($10 × -50.00%) = $5.00

 

In addition, because the Closing Value of the Underlier is less than the Coupon Barrier on each Coupon Observation Date, the Issuer will not pay any Contingent Coupons over the term of the Notes.

 

 PS-14 
 

 

The Underlier

 

The iShares® MSCI Emerging Markets ETF is issued by iShares®, Inc., a registered investment company. The iShares® MSCI Emerging Markets ETF seeks to track the investment results, before fees and expenses, of the MSCI Emerging Markets Index℠, an equity index that is designed to measure the performance of large- and mid-capitalization emerging market equities. For more information about the iShares® MSCI Emerging Markets ETF, see “Description of Exchange-Traded Funds—The iShares® MSCI Emerging Markets ETF” in the accompanying underlying supplement.

 

Historical Information

 

We obtained the closing prices of the Underlier in the graph below from Bloomberg Finance L.P., without independent verification.

 

The following graph sets forth daily closing prices of the Underlier for the period from January 4, 2021 to October 20, 2026. The closing price on October 20, 2026 was $63.32. The historical performance of the Underlier should not be taken as an indication of its future performance during the term of the Notes.

 

 

 

 PS-15 
 

 

Summary of Canadian Federal Income Tax Consequences

 

For a discussion of the material Canadian federal income tax consequences relating to an investment in the Notes, see the section entitled “Canadian Federal Income Tax Consequences” in the accompanying product supplement. Notwithstanding anything to the contrary in the accompanying product supplement, the Canadian tax consequences discussed in the accompanying product supplement do not take into account the proposed amendments to the “hybrid mismatch arrangement” rules in the Tax Act released for consultation on July 23, 2026.

 

 PS-16 
 

 

United States Federal Income Tax Considerations

 

Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the Notes due to the lack of governing authority, in the opinion of our counsel Davis Polk & Wardwell LLP, under current law, and based on current market conditions, it is reasonable to treat a Note as a single prepaid financial contract with associated coupons for U.S. federal income tax purposes. However, because our counsel’s opinion is based in part on market conditions as of the date of this document, it is subject to confirmation in the final pricing supplement. Assuming this treatment of the Notes is respected, the tax consequences are as outlined in the discussion under “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Financial Contracts with Associated Coupons” in the accompanying product supplement.

 

We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) regarding the treatment of the Notes. If the IRS were successful in asserting an alternative treatment of the Notes, the tax consequences of the ownership and disposition of the Notes, including the timing and character of income recognized by U.S. investors, might be materially and adversely affected. The U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.

 

Non-U.S. Holders. Notwithstanding anything to the contrary in the accompanying product supplement, we currently intend to treat any coupon payments on the Notes as income from sources without the United States, and insofar as we have responsibility as a withholding agent, we do not intend to treat any coupon payments to non-U.S. investors as subject to U.S. withholding tax (subject to the discussion below regarding Section 871(m)). However, non-U.S. investors should in any event expect to be required to provide appropriate IRS Forms W-8 or other documentation in order to establish an exemption from backup withholding, as described under “United States Federal Income Tax Considerations—Information Reporting and Backup Withholding” in the accompanying product supplement. If any withholding is required, we will not be required to pay any additional amounts with respect to amounts withheld.

 

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, 2029 that do not have a delta of one with respect to any underlying security. Based on the terms of the Notes and current market conditions, we expect that the Notes will not have a delta of one with respect to any underlying security on the pricing date. However, we will provide an updated determination in the final pricing supplement. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an underlying security. You should consult your tax advisor regarding the potential application of Section 871(m) to the Notes.

 

If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld.

 

Both U.S. and non-U.S. investors considering an investment in the Notes should read the discussion under “United States Federal Income Tax Considerations” in the accompanying product supplement and consult their tax advisors regarding all aspects of the U.S. federal income and estate tax consequences of an investment in the Notes, including possible alternative treatments, and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

 PS-17 
 

 

Supplemental Plan of Distribution

 

BMOCM, our subsidiary, and UBS are the agents for the distribution of the Notes and will purchase the Notes at the Original Issue Price less the underwriting discount specified on the cover page of this pricing supplement. UBS may sell all or part of the Notes that it purchases from us to investors at the Original Issue Price, or to its affiliates at the Original Issue Price less a concession not in excess of the underwriting discount.

 

We expect to hedge our obligations through one or more hedge counterparties (which may be one or more of our affiliates). BMOCM or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing models to the extent it assumes the risks inherent in hedging our obligations under the Notes.

 

Although BMOCM and/or its affiliates intend to make a secondary market in relation to the Notes, they are not obligated to do so. BMOCM will determine any secondary market prices that it is prepared to offer in its sole discretion.

 

For a period of approximately 4 month following issuance of the Notes, the price, if any, at which we or our affiliates would be willing to buy the Notes from investors, and the value that BMOCM may also publish for the Notes through one or more financial information vendors and which could be indicated for the Notes on any brokerage account statements, will reflect a temporary upward adjustment from our estimated value of the Notes that would otherwise be determined and applicable at that time. This temporary upward adjustment represents a portion of (a) the hedging profit that we or our affiliates expect to realize over the term of the Notes and (b) any underwriting discount and selling concessions paid in connection with this offering. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the 4 month period.

 

We may use this pricing supplement in the initial sale of the Notes. In addition, BMOCM or another of our affiliates may use this pricing supplement in market-making transactions in any Notes after their initial sale. Unless BMOCM or we inform you otherwise in the confirmation of sale, this pricing supplement is being used by BMOCM in a market-making transaction.

 

See “Supplemental Plan of Distribution” in the accompanying product supplement, “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement and “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus for more information.

 

Approved Jurisdictions:

 

In accordance with and subject to an agent accession agreement between the Issuer and UBS, UBS will not offer, sell or deliver the Notes in any jurisdiction other than the United States and the following jurisdictions: Argentina, Barbados, Belize, Bermuda, Bolivia, Brazil, British Virgin Islands, Cayman Islands, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, European Economic Area, Guatemala, Honduras, Hong Kong, Israel, Mexico, Panama, Paraguay, Peru and Uruguay.

 

UBS will comply with the non-U.S. selling restrictions applicable to the above jurisdictions set forth below and in the accompanying product supplement:

 

Notice to Prospective Investors in Argentina

 

The Notes are not and will not be marketed in Argentina by means of a public offering, as such term is defined under Section 2 of Law Number 26,831, as amended. No application has been or will be made with the Argentine Comisión Nacional de Valores, the Argentine securities governmental authority, to offer the Notes in Argentina. The contents of this pricing supplement and the related product supplement, any accompanying underlying supplement, the prospectus supplement and the prospectus have not been reviewed by the Argentine Comisión Nacional de Valores.

 

Notice to Prospective Investors in Brazil

 

The Notes have not been, and will not be issued nor publicly placed, distributed, offered or negotiated in the Brazilian capital markets and, as a result, have not been and will not be registered with the Comissão de Valores Mobiliários (“CVM”). Any public offering or distribution, as defined under Brazilian laws and regulations, of the Notes in Brazil is not legal without prior registration under Law 6,385/76, and CVM applicable regulation. Documents relating to the offering of the Notes, as well as information contained therein, may not be supplied to the public in Brazil (as the offering of the Notes is not a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of the Notes to the public in Brazil. Persons wishing to offer or acquire the Notes within Brazil should consult with their own counsel as to the applicability of registration requirements or any exemption therefrom.

 

Notice to Prospective Investors in Chile

 

Neither the Issuer nor the Notes have been registered with the Comisión Para el Mercado Financiero pursuant to Law No. 18.045, the Ley de Mercado de Valores and regulations thereunder, so they cannot be publicly offered in Chile. This pricing supplement (and the related product supplement, any accompanying underlying supplement, the prospectus supplement and the prospectus) do not constitute an offer of, or an invitation to subscribe for or purchase, the Notes in the Republic of Chile, other than to individually identified buyers pursuant to a private offering within the meaning of Article 4 of the Ley de Mercado de Valores (an offer that is not addressed to the public at large or to a certain sector or specific group of the public).

 

 PS-18 
 

 

Notice to Prospective Investors in the Dominican Republic

 

Nothing in this pricing supplement constitutes an offer of securities for sale in the Dominican Republic. The Notes have not been, and will not be, registered with the Superintendence of Securities Market of the Dominican Republic (Superintendencia del Mercado de Valores), under Dominican Securities Market Law No. 249-17 (“Securities Law 249-17”), and the Notes may not be offered or sold within the Dominican Republic or to, or for the account or benefit of, Dominican persons (as defined under Securities Law 249-17 and its regulations). Failure to comply with these directives may result in a violation of Securities Law 249-17 and its regulations.

 

Prohibition of Sales to European Economic Area Retail Investors

 

The Notes will not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, and a “retail investor” means a person who is one (or more) of: (a) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (b) a customer, within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in Regulation (EU) (2017/1129) (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared, and therefore, offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

 

Notice to Prospective Investors in Hong Kong

 

WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Please note that (1) the Notes may not be offered or sold in Hong Kong by means of this document or any other document other than: (i) to “professional investors” within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571) (SFO) and any rules made thereunder; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32) (“CWUMPO”) or which do not constitute an offer or invitation to the public for the purposes of the CWUMPO or the SFO, and (2) no person shall issue, or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes which is directed at, or the contents of which are likely to be assessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to such “professional investors” (as set out above).

 

Notice to Prospective Investors in Panama

 

The Notes have not been and will not be registered with the Superintendency of Securities Market of the Republic of Panama under Decree Law N°1 of July 8, 1999 (the “Panamanian Securities Act”) and may not be publicly offered or sold within Panama, except in certain limited transactions exempt from the registration requirements of the Panamanian Securities Act, including the private placement rule based on number 2 of Article 83 of Law Decree 1 of July 8, 1999 (or number 2 of Article 129 of the Unified Text of Law Decree 1 of July 8, 1999). The Notes do not benefit from the tax incentives provided by the Panamanian Securities Act and are not subject to regulation or supervision by the Superintendency of Securities Market of the Republic of Panama.

 

Notice to Prospective Investors in Paraguay

 

The sale of the Notes qualifies as a private placement pursuant to Law No. 5810/17 “Stock Market”. The Notes must not be offered or sold to the public in Paraguay, except under circumstances which do not constitute a public offering in accordance with Paraguayan regulations. The Notes are not and will not be registered before the Paraguayan securities supervisory body Comisión Nacional de Valores (“CNV”) or the Paraguayan private stock exchange Bolsa de Valores y Productos de Asunción (“BVPASA”). The issuer is also not registered before the CNV or the BVPASA.

 

In no case may securities not registered before the CNV be offered to the general public via mass media such as press, radio, television, or internet when such media are publicly accessible in the Republic of Paraguay, regardless of the location from where they are issued.

 

The privately placed Notes are not registered with the National Securities Commission, and therefore do not have tax benefits and are not negotiable through the BVPASA. Privately placed securities may have less liquidity, making it difficult to sell such securities in the secondary market, which could also affect the sale price. Private securities of issuers not registered before the CNV may not have periodic financial information or audited financial statements, which could generate greater risk to the investor due to the asymmetry of information. It is the responsibility of the investor to ascertain and assess the risk assumed in the acquisition of the Notes.

 

 PS-19 
 

 

Notice to Prospective Investors in Peru

 

The Notes have not been and will not be registered with the Capital Markets Public Registry of the Capital Markets Superintendence (“SMV”) nor the Lima Stock Exchange Registry (“RBVL”) for their public offering in Peru under the Peruvian Capital Markets Law (Law No. 861/ Supreme Decree No. 093-2002) and the decrees and regulations thereunder. Consequently, the Notes may not be offered or sold, directly or indirectly, nor may this pricing supplement or the related product supplement, any accompanying underlying supplement, the prospectus supplement, the prospectus or any other material relating to the Notes be distributed or caused to be distributed in Peru to the general public. The Notes may only be offered in a private offering under Peruvian regulation and without using mass marketing, which is defined as a marketing strategy utilizing mass distribution and mass media to offer, negotiate or distribute securities to the whole market. Mass media includes newspapers, magazines, radio, television, mail, meetings, social networks, Internet servers located in Peru, and other media or technology platforms.

 

Notice to Prospective Investors in Uruguay

 

The sale of the Notes qualifies as a private placement pursuant to section 2 of Uruguayan law 18,627. The Notes must not be offered or sold to the public in Uruguay, except in circumstances which do not constitute a public offering or distribution under Uruguayan laws and regulations. The Notes are not and will not be registered with the Financial Services Superintendency of the Central Bank of Uruguay.

 

 

PS-20