09/09/2025 | Press release | Distributed by Public on 09/09/2025 14:40
PRICING SUPPLEMENT dated September 5, 2025
(To Product Supplement No. 2 dated June 30, 2023
Prospectus Supplement dated May 12, 2023
and Prospectus dated May 12, 2023)
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Jefferies Financial Group Inc.
Medium-Term Notes, Series A
Equity Index Linked Securities
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Market Linked Securities-Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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■ Linked to an equally-weighted Basket comprised of the EURO STOXX 50® Index (50.00%); and the S&P 500® Index (50.00%) (each referred to as an "Index").
■ Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may be greater than, equal to or less than the face amount of the securities, depending on the performance of the Basket from its starting level to its ending level. The maturity payment amount will reflect the following terms:
■ If the value of the Basket increases, you will receive the face amount plus a positive return equal to 125% of the percentage increase in the value of the Basket from the starting level, subject to a maximum return at maturity of 22.20% of the face amount. As a result of the maximum return, the maximum maturity payment amount is $1,222.00
■ If the value of the Basket decreases but the decrease is not more than the buffer amount of 10%, you will receive the face amount
■ If the value of the Basket decreases by more than the buffer amount, you will receive less than the face amount and have 1-to-1 downside exposure to the decrease in the value of the Basket in excess of the buffer amount
■ Investors may lose up to 90% of the face amount
■ All payments on the securities are subject to our credit risk, and you will have no ability to pursue any securities included in any Index for payment; if we default on our obligations under the securities, you could lose some or all of your investment
■ No periodic interest payments or dividends
■ No exchange listing; designed to be held to maturity
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Original Offering Price
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Agent Discount(1)(2)
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Proceeds to the Issuer
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Per Security
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$1,000.00
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$25.75
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$974.25
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Total
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$3,850,000
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$99,137.50
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$3,750,862.50
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(1) |
Jefferies LLC and Wells Fargo Securities, LLC are the agents for the distribution of the securities and are acting as principal. See "Terms of the Securities-Agents" and "Estimated Value of the Securities" in this pricing supplement for further information.
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(2) |
In respect of certain securities sold in this offering, Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., may pay a fee of up to $2.00 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.
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Jefferies
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Wells Fargo Securities
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Terms of the Securities
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Issuer:
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Jefferies Financial Group Inc.
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Market Measure:
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A basket (the "Basket") comprised of the following equally-weighted basket components, with the return of each basket component having the weighting noted parenthetically: the EURO STOXX 50® Index (50.00%); and the S&P 500® Index (50.00%); (each, a "Basket component" and together, the "Basket Components"). Each Basket Component is an "Index" for purposes of the accompanying product supplement.
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Pricing Date:
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September 5, 2025.
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Issue Date:
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September 10, 2025.
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Original Offering
Price:
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$1,000 per security.
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Face Amount:
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$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount of $1,000.
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Maturity Payment
Amount:
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On the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The "maturity payment amount" per security will equal:
• if the ending level is greater than the starting level: $1,000 plus the lesser of:
(i) $1,000 × basket return × upside participation rate; and
(ii) the maximum return;
• if the ending level is less than or equal to the starting level, but greater than or equal to the threshold level: $1,000; or
• if the ending level is less than the threshold level:
$1,000 + [$1,000 × (basket return + buffer amount)]
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If the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the value of the Basket in excess of the buffer amount and will lose some, and possibly up to 90%, of the face amount of your securities at maturity.
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Stated Maturity
Date:
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September 10, 2027, subject to postponement. The securities are not subject to redemption by us or repayment at the option of any holder of the securities prior to the stated maturity date.
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Initial Component
Level:
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The initial component level of each Basket Component is the closing level of that Basket Component on the pricing date, which was:
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Basket Component
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Initial Component Level
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The EURO STOXX 50® Index
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5,318.15
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The S&P 500® Index
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6,481.50
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Starting Level:
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The "starting level" is 100.00.
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Closing Level:
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With respect to each Basket Component, closing level has the meaning set forth under "General Terms of the Securities-Certain Terms for Securities Linked to an Index-Certain Definitions" in the accompanying product supplement.
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Ending Level:
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The "ending level" will be calculated based on the weighted returns of the Basket Components and will be equal to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of: (A) 50.00% of the component return of the EURO STOXX 50® Index; and (B) 50.00% of the component return of the S&P 500® Index.
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Maximum Return:
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The "maximum return" is 22.20% of the face amount per security ($222.00 per security). As a result of the maximum return, the maximum maturity payment amount is $1,222.00 per security.
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Threshold Level:
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90.00, which is equal to 90% of the starting level.
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Buffer Amount:
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10%.
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Upside
Participation Rate:
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125%.
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Basket Return:
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The "basket return" is the percentage change from the starting level to the ending level, measured as follows:
ending level - starting level
starting level
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Component
Return:
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The "component return" of a Basket Component will be equal to:
final component level - initial component level
initial component level
where,
• the "initial component level" is the closing level of that Basket Component on the pricing date, as set forth in the table above; and
• the "final component level" will be the closing level of that Basket Component on the calculation day.
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Calculation Day:
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September 7, 2027, subject to postponement.
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Market Disruption
Events and
Postponement
Provisions:
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The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be postponed if the calculation day is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the calculation day and the stated maturity date, see "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day-Securities Linked to Multiple Market Measures" and "-Payment Dates" in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market disruption event, see "General Terms of the Securities- Certain Terms for Securities Linked to an Index-Market Disruption Events" in the accompanying product supplement.
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Calculation Agent:
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Jefferies Financial Services Inc. ("JFSI"), a wholly owned subsidiary of Jefferies Financial Group Inc.
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Material Tax
Consequences:
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For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the securities, see "Supplemental Discussion of U.S. Federal Income Tax Consequences."
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Agents:
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Jefferies LLC and Wells Fargo Securities, LLC ("WFS") are the agents for the distribution of the securities. The agents will receive an agent discount of up to $25.75 per security. The agents 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 underwriting discount to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, Jefferies LLC may pay a fee of up to $2.00 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.
The agents 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 the agents 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
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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connection with the sale of the securities to you.
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Denominations:
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$1,000 and any integral multiple of $1,000.
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CUSIP:
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47233YNG6
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Additional Information about the Issuer and the Securities
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Product Supplement No. 2 dated June 30, 2023:
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Prospectus Supplement dated May 12, 2023 and Prospectus dated May 12, 2023:
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Estimated Value of the Securities
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Investor Considerations
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seek 125% leveraged exposure to the upside performance of the Basket if the ending level is greater than the starting level, subject to the maximum return at maturity of 22.20%
of the face amount;
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desire to limit downside exposure to the Basket through the buffer amount;
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are willing to accept the risk that, if the ending level is less than the starting level by more than the buffer amount, they will lose some, and possibly up to 90%, of the face amount per security at maturity;
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are willing to forgo interest payments on the securities and dividends on the securities included in the Basket Components; and
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are willing to hold the securities until maturity.
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seek a liquid investment or are unable or unwilling to hold the securities to maturity;
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are unwilling to accept the risk that the ending level of the Basket may decrease from the starting level by more than the buffer amount;
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seek uncapped exposure to the upside performance of the Basket;
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seek full return of the face amount of the securities at stated maturity;
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are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price;
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seek current income;
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are unwilling to accept the risk of exposure to the Basket;
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seek exposure to the Basket but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;
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are unwilling to accept our credit risk, to obtain exposure to the Basket generally, or to the exposure to the Basket that the securities provide specifically; or
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prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Determining Payment at Stated Maturity
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Selected Risk Considerations
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Investing In The Securities Is Not The Same As Investing In The Basket Components. Investing in the securities is not equivalent to investing in the Basket Components. As an investor in the securities, your return will not reflect the return
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Historical Levels Of The Basket Components Should Not Be Taken As An Indication Of The Future Performance Of The Basket Components During The Term Of The Securities.
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Changes That Affect A Basket Component May Adversely Affect The Value Of The Securities And Any Payments On The Securities.
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We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In A Basket Component.
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We And Our Subsidiaries Have No Affiliation With Any Index Sponsor And Have Not Independently Verified Their Public Disclosure Of Information.
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The calculation agent is our subsidiary and may be required to make discretionary judgments that affect the return you receive on the securities. JFSI, a wholly owned subsidiary of Jefferies Financial Group Inc., will be the calculation agent for the securities. As calculation agent, JFSI will determine any values of the Basket and make any other determinations necessary to calculate any payments on the securities. In making these determinations, JFSI 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 Index-Market Disruption Events,"-Adjustments to an Index" and "-Discontinuance of an Index" in the accompanying product supplement. In making these discretionary judgments, the fact that JFSI is our subsidiary may cause it to have economic interests that are adverse to your interests as an investor in the securities, and JFSI's determinations as calculation agent may adversely affect your return on the securities.
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Research reports by our subsidiaries or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the value of the Basket.
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Business activities of our subsidiaries or any participating dealer or its affiliates with the companies whose securities are included in a Basket Component may adversely affect the level of the Basket.
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Hedging activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the value of the Basket.
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Trading activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the value of the Basket.
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or distribution expense fee, creating a further incentive for the participating dealer to sell the securities to you.
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Hypothetical Examples and Returns
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Upside Participation Rate:
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125.00%
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Hypothetical Maximum Return:
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22.20% or $222.00 per security
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Hypothetical Initial Component Level:
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For each Basket Component, 100.00
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Starting Level:
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100.00
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Threshold Level:
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90.00 (90% of the starting level)
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Buffer Amount:
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10%
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Hypothetical
ending level
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Hypothetical
basket return(1)
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Hypothetical
maturity payment
amount per security
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Hypothetical
pre-tax total
rate of return(2)
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200.00
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100.00%
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$1,222.00
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22.20%
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175.00
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75.00%
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$1,222.00
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22.20%
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150.00
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50.00%
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$1,222.00
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22.20%
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140.00
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40.00%
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$1,222.00
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22.20%
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120.00
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20.00%
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$1,222.00
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22.20%
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117.76
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17.76%
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$1,222.00
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22.20%
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110.00
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10.00%
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$1,125.00
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12.50%
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105.00
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5.00%
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$1,062.50
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6.25%
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100.00
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0.00%
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$1,000.00
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0.00%
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97.50
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-2.50%
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$1,000.00
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0.00%
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95.00
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-5.00%
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$1,000.00
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0.00%
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90.00
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-10.00%
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$1,000.00
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0.00%
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89.00
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-11.00%
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$990.00
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-1.00%
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80.00
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-20.00%
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$900.00
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-10.00%
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70.00
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-30.00%
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$800.00
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-20.00%
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60.00
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-40.00%
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$700.00
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-30.00%
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50.00
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-50.00%
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$600.00
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-40.00%
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25.00
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-75.00%
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$350.00
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-65.00%
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0.00
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-100.00%
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$100.00
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-90.00%
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(1) |
The basket return is equal to the percentage change from the starting level to the ending level (i.e., the ending level minus starting level, divided by starting level).
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(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.
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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EURO STOXX 50® Index
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S&P 500® Index
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Initial component level:
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100.00
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100.00
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Final component level:
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106.00
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104.00
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Component return:
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6.00%
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4.00%
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EURO STOXX 50® Index
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S&P 500® Index
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Initial component level:
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100.00
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100.00
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Final component level:
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124.00
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160.00
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Component return:
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24.00%
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60.00%
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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EURO STOXX 50® Index
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S&P 500® Index
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Initial component level:
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100.00
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100.00
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Final component level:
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60.00
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130.00
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Component return:
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-40.00%
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30.00%
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EURO STOXX 50® Index
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S&P 500® Index
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Initial component level:
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100.00
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100.00
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Final component level:
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60.00
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40.00
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Component return:
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-40.00%
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-60.00%
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Hypothetical Historical Performance of the Basket
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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The Basket Components
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The EURO STOXX 50® Index
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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● |
sponsor, endorse, sell or promote the Notes.
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recommend that any person invest in the Notes or any other securities.
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have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Notes.
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have any responsibility or liability for the administration, management or marketing of the Notes.
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consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the SX5E or have any obligation to do so.
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● |
STOXX, Deutsche Börse Group and their licensors, research partners or data providers do not give any warranty, express or implied, and exclude any liability about:
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The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the SX5E and the data included in the SX5E;
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● |
The accuracy, timeliness, and completeness of the SX5E and its data;
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The merchantability and the fitness for a particular purpose or use of the SX5E and its data;
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The performance of the Notes generally.
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STOXX, Deutsche Börse Group and their licensors, research partners or data providers give no warranty and exclude any liability, for any errors, omissions or interruptions in the SX5E or its data;
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Under no circumstances will STOXX, Deutsche Börse Group or their licensors, research partners or data providers be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions or interruptions in the SX5E or its data or generally in relation to the Notes, even in circumstances where STOXX, Deutsche Börse Group or their licensors, research partners or data providers are aware that such loss or damage may occur.
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The S&P 500® Index
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES
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a dealer in securities or currencies;
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a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
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a bank;
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a life insurance company;
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a tax exempt organization;
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a partnership;
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a regulated investment company;
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an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
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a common trust fund;
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a person that owns a security as a hedge or that is hedged against interest rate risks;
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a person that owns a security as part of a straddle or conversion transaction for tax purposes; or
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a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
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You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the securities, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
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a citizen or resident of the United States;
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a domestic corporation;
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an estate whose income is subject to U.S. federal income tax regardless of its source; or
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a trust if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust.
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
|
Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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a nonresident alien individual;
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a foreign corporation; or
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an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the securities.
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a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;
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■ |
certain former citizens or residents of the United States; or
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■ |
a holder for whom income or gain in respect of the securities is effectively connected with the conduct of a trade or business in the United States.
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Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
|
Market Linked Securities-Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Index Basket due September 10, 2027
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LEGAL MATTERS
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