10/29/2025 | Press release | Distributed by Public on 10/29/2025 13:59
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PRICING SUPPLEMENT dated October 27, 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
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Market Linked Securities- Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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■ Linked to the lowest performing of the common stock of Marvell Technology, Inc., the common stock of Micron Technology, Inc. and the common stock of UnitedHealth Group Incorporated (each referred to as an "Underlying Stock")
■ Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject to potential automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon, whether the securities are automatically called prior to stated maturity and, if they are not automatically called, whether you receive the face amount of your securities at stated maturity will depend, in each case, on the stock closing price of the lowest performing Underlying Stock on the relevant calculation day. The lowest performing Underlying Stock on any calculation day is the Underlying Stock that has the lowest stock closing price on that calculation day as a percentage of its starting price
■ Contingent Coupon. The securities will pay a contingent coupon on a monthly basis until the earlier of stated maturity or automatic call if, and only if, the stock closing price of the lowest performing Underlying Stock on the calculation day for that month is greater than or equal to its threshold price. If the stock closing price of the lowest performing Underlying Stock on a calculation day is less than its threshold price, you will not receive any contingent coupon on the related contingent coupon payment date. However, if the stock closing price of the lowest performing Underlying Stock on one or more calculation days is less than its threshold price and, on a subsequent calculation day, the stock closing price of the lowest performing Underlying Stock on that subsequent calculation day is greater than or equal to its threshold price, the securities will pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid). If the stock closing price of the lowest performing Underlying Stock on a calculation day is less than its threshold price and the stock closing price of the lowest performing Underlying Stock on each subsequent calculation day up to and including the final calculation day is less than its threshold price, you will not receive the unpaid contingent coupon payments in respect of those calculation days. If the stock closing price of the lowest performing Underlying Stock is less than its threshold price on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The threshold price for each Underlying Stock is equal to 60% of its starting price. The contingent coupon rate is 21.50% per annum
■ Automatic Call. If the stock closing price of the lowest performing Underlying Stock on any of the calculation days from April 2026 to September 2028, inclusive, is greater than or equal to its starting price, the securities will be automatically called for the face amount plus a final contingent coupon payment and any previously unpaid contingent coupon payments
■ Potential Loss of Principal. If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if, and only if, the stock closing price of the lowest performing Underlying Stock on the final calculation day is greater than or equal to its threshold price. If the stock closing price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities.
■ If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Underlying Stock from its starting price if its stock closing price on the final calculation day is less than its threshold price, but you will not participate in any appreciation of any Underlying Stock and will not receive any dividends on any Underlying Stock
■ Your return on the securities will depend solely on the performance of the Underlying Stock that is the lowest performing Underlying Stock on each calculation day. You will not benefit in any way from the performance of the better performing Underlying Stocks. Therefore, you will be adversely affected if any Underlying Stock performs poorly, even if the other Underlying Stocks perform favorably
■ All payments on the securities are subject to our credit risk, and you will have no ability to pursue any Underlying Stock for payment; if we default on our obligations under the securities, you could lose some or all of your investment
■ 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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$23.25
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$976.75
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Total
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$2,866,000
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$66,634.50
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$2,799,365.50
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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 $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
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Jefferies
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Wells Fargo Securities
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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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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Underlying Stocks:
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The common stock of Marvell Technology, Inc. (Bloomberg ticker: MRVL), the common stock of Micron Technology, Inc. (Bloomberg ticker: MU) and the common stock of UnitedHealth Group Incorporated (Bloomberg ticker: UNH) (each referred to as an "Underlying Stock," and collectively as the "Underlying Stocks"). We refer to the issuer of each Underlying Stock as an "Underlying Stock Issuer" and collectively as the "Underlying Stock Issuers."
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Pricing Date:
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October 27, 2025
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Issue Date:
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October 30, 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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Contingent Coupon
Payment (with
Memory Feature):
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On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the stock closing price of the lowest performing Underlying Stock on the related calculation day is greater than or equal to its threshold price. Each "contingent coupon payment," if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/12. Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded upward.
If the stock closing price of the lowest performing Underlying Stock on one or more calculation days is less than its threshold price and, on a subsequent calculation day, the stock closing price of the lowest performing Underlying Stock on that subsequent calculation day is greater than or equal to its threshold price, the securities will pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid).
If the stock closing price of the lowest performing Underlying Stock on any calculation day is less than its threshold price, you will not receive any contingent coupon payment on the related contingent coupon payment date. In addition, if the stock closing price of the lowest performing Underlying Stock on a calculation day is less than its threshold price and the stock closing price of the lowest performing Underlying Stock on each subsequent calculation day up to and including the final calculation day is less than its threshold price, you will not receive the unpaid contingent coupon payments in respect of those calculation days. If the stock closing price of the lowest performing Underlying Stock is less than its threshold price on all calculation days, you will not receive any contingent coupon payments over the term of the securities.
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Contingent Coupon
Payment Dates:
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Monthly, on the third business day following each calculation day (as each such calculation day may be postponed pursuant to "-Market Disruption Events and Postponement Provisions" below, if applicable); provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date.
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Contingent Coupon
Rate:
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The "contingent coupon rate" is 21.50% per annum.
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Automatic Call:
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If the stock closing price of the lowest performing Underlying Stock on any of the calculation days from April 2026 to September 2028, inclusive, is greater than or equal to its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment and any previously unpaid contingent coupon payments. The securities will not be subject to automatic call until the sixth calculation day, which is approximately six months after the issue date.
If the securities are automatically called, they will cease to be outstanding on the related call settlement date and you will have no further rights under the securities after such call settlement date. You will not receive any notice from us if the securities are automatically called.
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Calculation Days:
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Monthly, on the 27th day of each month, commencing November 2025 and ending September 2028, and the final calculation day, each subject to postponement as described below under "-Market Disruption Events and Postponement Provisions." We refer to October 27, 2028 as the "final calculation day."
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Call Settlement
Date:
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Three business days after the applicable calculation day (as each such calculation day may be postponed as described below in "-Market Disruption Events and Postponement Provisions", if applicable).
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Stated Maturity
Date:
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November 1, 2028, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date.
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Maturity Payment
Amount:
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If the securities are not automatically called prior to the stated maturity date, then on the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount (in addition to the final contingent coupon payment, if any, and any previously unpaid contingent coupon payments, if otherwise payable). The "maturity payment amount" per security will equal:
• if the ending price of the lowest performing Underlying Stock on the final calculation day is greater than or equal to its threshold price: $1,000; or
• if the ending price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price:
$1,000 × performance factor of the lowest performing Underlying Stock on the final calculation day
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If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities at stated maturity.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any Underlying Stock, but you will have full downside exposure to the lowest performing Underlying Stock on the final calculation day if the ending price of that Underlying Stock is less than its threshold price.
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Lowest Performing
Underlying Stock:
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For any calculation day, the "lowest performing Underlying Stock" will be the Underlying Stock with the lowest performance factor on that calculation day.
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Performance
Factor:
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With respect to an Underlying Stock on any calculation day, its stock closing price on such calculation day divided by its starting price (expressed as a percentage).
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Stock Closing
Price:
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With respect to each Underlying Stock, stock closing price has the meaning set forth under "General Terms of the Securities-Certain Terms for Securities Linked to an Underlying Stock-Certain Definitions" in the accompanying product supplement.
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Starting Price:
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With respect to the common stock of Marvell Technology, Inc.: $88.71, its stock closing price on the pricing date.
With respect to the common stock of Micron Technology, Inc.: $220.10, its stock closing price on the pricing date.
With respect to the common stock of UnitedHealth Group Incorporated: $365.98, its stock closing price on the pricing date.
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Ending Price:
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The "ending price" of an Underlying Stock will be its stock closing price on the final calculation day.
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Threshold Price:
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With respect to the common stock of Marvell Technology, Inc.: $53.226, which is equal to 60% of its starting price.
With respect to the common stock of Micron Technology, Inc.: $132.06, which is equal to 60% of its starting price.
With respect to the common stock of UnitedHealth Group Incorporated: $219.588, which is equal to 60% of its starting price.
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Market Disruption
Events and
Postponement
Provisions:
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Each calculation day (including the final 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 final calculation day is postponed, and will be adjusted for non-business days. For more information regarding adjustments to the calculation days and the stated maturity date, see "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day-Securities Linked to Multiple Market Measures" and "-Payment Dates" in the accompanying product supplement. For purposes of the accompanying product supplement, each call settlement date and the stated maturity date is a "payment date." In addition, for information regarding the circumstances that may result in a market disruption event, see "General Terms of the Securities-Certain Terms for Securities Linked to an Underlying Stock-Market Disruption Events" in the accompanying product supplement.
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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 $23.25 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 $17.50 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 $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
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 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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47233YQE8
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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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- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Estimated Value of the Securities
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Investor Considerations
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seek an investment with contingent coupon payments at a rate of 21.50% per annum until the earlier of stated maturity or automatic call, if, and only if, the stock closing price of the lowest performing Underlying Stock on the applicable calculation day is greater than or equal to 60% of its starting price;
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understand that if the ending price of the lowest performing Underlying Stock on the final calculation day has declined by more than 40% from its starting price, they will be fully exposed to the decline in the lowest performing Underlying Stock from its starting price and will lose more than 40%, and possibly all, of the face amount at stated maturity;
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are willing to accept the risk that they may receive few or no contingent coupon payments over the term of the securities;
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understand that the securities may be automatically called prior to stated maturity and that the term of the securities may be as short as approximately six months;
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understand that the return on the securities will depend solely on the performance of the Underlying Stock that is the lowest performing Underlying Stock on each calculation day and that they will not benefit in any way from the performance of the better performing Underlying Stocks;
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understand that the securities are riskier than alternative investments linked to only one of the Underlying Stocks or linked to a basket composed of each Underlying Stock;
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understand and are willing to accept the full downside risks of each Underlying Stock;
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are willing to forgo participation in any appreciation of any Underlying Stock and dividends on the Underlying Stocks; 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 or any earlier automatic call;
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require full payment of the face amount of the securities at stated maturity;
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seek a security with a fixed term;
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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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are unwilling to accept the risk that the stock closing price of the lowest performing Underlying Stock on the final calculation day may decline by more than 40% from its starting price;
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seek the certainty of current income over the term of the securities;
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seek exposure to the upside performance of any or each Underlying Stock;
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seek exposure to a basket composed of each Underlying Stock or a similar investment in which the overall return is based on a blend of the performances of the Underlying Stocks, rather than solely on the lowest performing Underlying Stock;
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are unwilling to accept the risk of exposure to the Underlying Stocks;
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are unwilling to accept our credit risk; 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- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Determining Payment On A Contingent Coupon Payment Date and at Maturity
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Hypothetical Payout Profile
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Selected Risk Considerations
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Investing In The Securities Is Not The Same As Investing In The Underlying Stocks. Investing in the securities is not equivalent to investing in the Underlying Stocks. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the Underlying Stocks for a period similar to the term of the securities because you will not receive any dividend payments, distributions or any other payments paid on the Underlying Stocks. As a holder of the securities, you will not have any voting rights or any other rights that holders of the Underlying Stocks would have.
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Historical Prices Of An Underlying Stock Should Not Be Taken As An Indication Of The Future Performance Of Such Underlying Stock During The Term Of The Securities.
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We Cannot Control Actions By The Underlying Stock Issuer of any Underlying Stock.
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We And Our Subsidiaries Have No Affiliation With The Underlying Stock Issuer of any Underlying Stock And Have Not Independently Verified Its Public Disclosure Of Information.
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The Securities May Become Linked To The Common Stock Of A Company Other Than an Original Underlying Stock Issuer.
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You Have Limited Anti-dilution Protection.
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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 Underlying Stocks 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 Underlying Stock-Market Disruption Events," and "-Adjustment Events" in the accompanying product supplement. In making these discretionary judgments, the fact that
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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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 An Underlying Stock.
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Business activities of our subsidiaries or any participating dealer or its affiliates with the Underlying Stock Issuer Of Any Underlying Stock may adversely affect the value of such Underlying Stock.
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Hedging activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the value of An Underlying Stock.
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Trading activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the value of An Underlying Stock.
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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 notes to you.
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Hypothetical Returns
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Hypothetical performance factor of lowest performing Underlying Stock
on final calculation day
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Hypothetical Maturity Payment
Amount per Security
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175.00%
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$1,000.00
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160.00%
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$1,000.00
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150.00%
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$1,000.00
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140.00%
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$1,000.00
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130.00%
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$1,000.00
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120.00%
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$1,000.00
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110.00%
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$1,000.00
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100.00%
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$1,000.00
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90.00%
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$1,000.00
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80.00%
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$1,000.00
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75.00%
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$1,000.00
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60.00%
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$1,000.00
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59.00%
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$590.00
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50.00%
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$500.00
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40.00%
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$400.00
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30.00%
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$300.00
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25.00%
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$250.00
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0.00%
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$0.00
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Hypothetical Contingent Coupon Payments
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Common stock of Marvell
Technology, Inc.
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Common stock of
Micron Technology, Inc.
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Common stock of
UnitedHealth Group
Incorporated
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Hypothetical starting price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing price on hypothetical calculation day #1:
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$90.00
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$95.00
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$80.00
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Hypothetical threshold price:
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$60.00
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$60.00
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$60.00
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Performance factor (stock closing price on hypothetical calculation day #1 divided by starting price):
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90.00%
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95.00%
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80.00%
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Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
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Common stock of Marvell Technology, Inc.
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Common stock of
Micron Technology,
Inc.
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Common stock of
UnitedHealth Group
Incorporated
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Hypothetical starting price:
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$100.00
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$100.00
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$100.00
|
|
Hypothetical stock closing price on hypothetical calculation day #2:
|
$50.00
|
$105.00
|
$102.00
|
|
Hypothetical threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (stock closing price on hypothetical calculation day #2 divided by starting price):
|
50.00%
|
105.00%
|
102.00%
|
|
Common stock of
Marvell Technology,
Inc.
|
Common stock of Micron
Technology, Inc.
|
Common stock of
UnitedHealth Group
Incorporated
|
|
|
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical stock closing price on hypothetical calculation day #3:
|
$115.00
|
$105.00
|
$115.00
|
|
Hypothetical threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (stock closing price on hypothetical calculation day #3 divided by starting price):
|
115.00%
|
105.00%
|
115.00%
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
Hypothetical Payment at Stated Maturity
|
|
Common stock of
Marvell Technology,
Inc.
|
Common stock of Micron
Technology, Inc.
|
Common stock of
UnitedHealth Group
Incorporated
|
|
|
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical stock closing price on relevant calculation day:
|
$115.00
|
$115.00
|
$110.00
|
|
Hypothetical threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (stock closing price on calculation day divided by starting price):
|
115.00%
|
115.00%
|
110.00%
|
|
Common stock of
Marvell Technology,
Inc.
|
Common stock of
Micron Technology, Inc.
|
Common stock of
UnitedHealth Group
Incorporated
|
|
|
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical stock closing price on relevant calculation day:
|
$80.00
|
$85.00
|
$95.00
|
|
Hypothetical threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (stock closing price on calculation day divided by starting price):
|
80.00%
|
85.00%
|
95.00%
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
Common stock of Marvell
Technology, Inc.
|
Common stock
of Micron
Technology, Inc.
|
Common stock of
UnitedHealth Group
Incorporated
|
|
|
Hypothetical starting price:
|
$100.00
|
$100.00
|
$100.00
|
|
Hypothetical stock closing price on relevant calculation day:
|
$105.00
|
$45.00
|
$110.00
|
|
Hypothetical threshold price:
|
$60.00
|
$60.00
|
$60.00
|
|
Performance factor (stock closing price on calculation day divided by starting price):
|
105.00%
|
45.00%
|
110.00%
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
The Underlying Stocks
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES
|
|
|
■ |
a dealer in securities or currencies;
|
|
|
■ |
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
|
|
|
■ |
a bank;
|
|
|
■ |
a life insurance company;
|
|
|
■ |
a tax exempt organization;
|
|
|
■ |
a partnership;
|
|
|
■ |
a regulated investment company;
|
|
|
■ |
an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
|
|
|
■ |
a common trust fund;
|
|
|
■ |
a person that owns a security as a hedge or that is hedged against interest rate risks;
|
|
|
■ |
a person that owns a security as part of a straddle or conversion transaction for tax purposes; or
|
|
|
■ |
a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
|
|
|
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.
|
|
|
|
■ |
a citizen or resident of the United States;
|
|
|
■ |
a domestic corporation;
|
|
|
■ |
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
|
|
■ |
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.
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
■
|
a nonresident alien individual;
|
|
■
|
a foreign corporation; or
|
|
■
|
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.
|
|
|
■ |
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;
|
|
|
■ |
certain former citizens or residents of the United States; or
|
|
|
■ |
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.
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon with
Memory Feature and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of
Marvell Technology, Inc., the Common Stock of Micron Technology, Inc. and the
Common Stock of UnitedHealth Group Incorporated due November 1, 2028
|
|
LEGAL MATTERS
|