07/01/2026 | Press release | Distributed by Public on 07/01/2026 09:51
Filed pursuant to Rule 424(b)(5)
Registration No.333-295759
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The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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Subject To Completion, dated July 1, 2026
PRICING SUPPLEMENT dated July , 2026
(To Product Supplement No. 2 dated May 11, 2026
Prospectus Supplement dated May 11, 2026
and Prospectus dated May 11, 2026)
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Jefferies Financial Group Inc.
Medium-Term Notes, Series A
Equity Index Linked Securities
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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■ Linked to the lowest performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index (each referred to as an "Index")
■ 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 closing level of the lowest performing Index on the relevant calculation day. The lowest performing Index on any calculation day is the Index that has the lowest closing level on that calculation day as a percentage of its starting level
■ Contingent Coupon. The securities will pay a contingent coupon on a quarterly basis until the earlier of stated maturity or automatic call if, and only if, the closing level of the lowest performing Index on the calculation day for that quarter is greater than or equal to its threshold level. However, if the closing level of the lowest performing Index on a calculation day is less than its threshold level, you will not receive any contingent coupon for the relevant quarter. If the closing level of the lowest performing Index is less than its threshold level on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The threshold level for each Index is equal to 75% of its starting level. The contingent coupon rate will be determined on the pricing date and will be at least 10.20% per annum
■ Automatic Call. If the closing level of the lowest performing Index on any of the quarterly calculation days from January 2027 to April 2030, inclusive, is greater than or equal to its starting level, the securities will be automatically called for the face amount plus a final contingent coupon payment
■ 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 closing level of the lowest performing Index on the final calculation day is greater than or equal to its threshold level. If the closing level of the lowest performing Index on the final calculation day is less than its threshold level, you will lose more than 25%, 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 Index from its starting level if its closing level on the final calculation day is less than its threshold level, but you will not participate in any appreciation of any Index and will not receive any dividends on securities included in any Index
■ Your return on the securities will depend solely on the performance of the Index that is the lowest performing Index on each calculation day. You will not benefit in any way from the performance of the better performing Indices. Therefore, you will be adversely affected if any Index performs poorly, even if the other Indices perform favorably
■ 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 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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(1)
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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)
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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- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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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 Measures:
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The Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index (each referred to as an "Index," and collectively as the "Indices").
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Pricing Date*:
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July 31, 2026
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Issue Date*:
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August 5, 2026
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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:
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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 closing level of the lowest performing Index on the related calculation day is greater than or equal to its threshold level. Each "contingent coupon payment," if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/4. Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded upward.
If the closing level of the lowest performing Index on any calculation day is less than its threshold level, you will not receive any contingent coupon payment on the related contingent coupon payment date. If the closing level of the lowest performing Index is less than its threshold level 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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Quarterly, 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" will be determined on the pricing date and will be at least 10.20% per annum.
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Automatic Call:
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If the closing level of the lowest performing Index on any of the calculation days from January 2027 to April 2030, inclusive, is greater than or equal to its starting level, 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. The securities will not be subject to automatic call until the second 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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Quarterly, on the 24th day of each January, April, July and October, commencing October 2026 and ending April 2030, and the final calculation day, each subject to postponement as described below under "-Market Disruption Events and Postponement Provisions." We refer to July 24, 2030 as the "final calculation day."
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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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July 29, 2030, 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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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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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). The "maturity payment amount" per security will equal:
• if the ending level of the lowest performing Index on the final calculation day is greater than or equal to its threshold level: $1,000; or
• if the ending level of the lowest performing Index on the final calculation day is less than its threshold level:
$1,000 × performance factor of the lowest performing Index on the final calculation day
If the securities are not automatically called prior to stated maturity and the ending level of the lowest performing Index on the final calculation day is less than its threshold level, you will lose more than 25%, 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 Index, but you will have full downside exposure to the lowest performing Index on the final calculation day if the ending level of that Index is less than its downside threshold level.
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Lowest Performing
Index:
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For any calculation day, the "lowest performing Index" will be the Index with the lowest performance factor on that calculation day.
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Performance
Factor:
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With respect to an Index on any calculation day, its closing level on such calculation day divided by its starting level (expressed as a percentage).
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Closing Level:
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With respect to each Index, 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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Starting Level:
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With respect to the Dow Jones Industrial Average®: , its closing level on the pricing date.
With respect to the Russell 2000® Index: , its closing level on the pricing date.
With respect to the S&P 500® Index: , its closing level on the pricing date.
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Ending Level:
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The "ending level" of an Index will be its closing level on the final calculation day.
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Threshold Level:
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With respect to the Dow Jones Industrial Average®: , which is equal to 75% of its starting level.
With respect to the Russell 2000® Index: , which is equal to 75% of its starting level.
With respect to the S&P 500® Index: , which is equal to 75% of its starting level.
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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 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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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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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 $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 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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47234KAK0
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Additional Information about the Issuer and the Securities
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Product Supplement No. 2 dated May 11, 2026:
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Prospectus Supplement dated May 11, 2026 and Prospectus dated May 11, 2026:
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Estimated Value of the Securities
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Investor Considerations
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seek an investment with contingent coupon payments at a rate of at least 10.20% per annum (to be determined on the pricing date)until the earlier of stated maturity or automatic call, if, and only if, the closing level of the lowest performing Index on the applicable calculation day is greater than or equal to 75% of its starting level;
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understand that if the ending level of the lowest performing Index on the final calculation day has declined by more than 25% from its starting level, they will be fully exposed to the decline in the lowest performing Index from its starting level and will lose more than 25%, 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 Index that is the lowest performing Index on each calculation day and that they will not benefit in any way from the performance of the better performing Indices;
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understand that the securities are riskier than alternative investments linked to only one of the Indices or linked to a basket composed of each Index;
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understand and are willing to accept the full downside risks of each Index;
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are willing to forgo participation in any appreciation of any Index and dividends on securities included in the Indices; 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 and that may be as low as the lower estimated value set forth on the cover page;
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are unwilling to accept the risk that the closing level of the lowest performing Index on the final calculation day may decline by more than 25% from its starting level;
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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 Index;
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seek exposure to a basket composed of each Index or a similar investment in which the overall return is based on a blend of the performances of the Indices, rather than solely on the lowest performing Index;
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are unwilling to accept the risk of exposure to the Indices;
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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 and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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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 and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Hypothetical Payout Profile
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The following profile illustrates the potential maturity payment amount on the securities (excluding the final contingent coupon payment, if any) for a range of hypothetical performances of the lowest performing Index on the final calculation day from its starting level to its ending level, assuming the securities have not been automatically called prior to the stated maturity date. As this profile illustrates, in no event will you have a positive rate of return based solely on the maturity payment amount received at maturity; any positive return will be based solely on the contingent coupon payments, if any, received during the term of the securities. This graph has been prepared for purposes of illustration only. Your actual return will depend on whether the securities are automatically called, the actual ending level of the lowest performing Index on the final calculation day and whether you hold your securities to stated maturity. The performance of the better performing Indices is not relevant to your return on the securities.
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Selected Risk Considerations
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Investing In The Securities Is Not The Same As Investing In The Indices. Investing in the securities is not equivalent to investing in the Indices. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the securities included in the Indices 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 those securities. As a holder of the securities, you will not have any voting rights or any other rights that holders of the securities included in the Indices would have.
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Historical Levels Of An Index Should Not Be Taken As An Indication Of The Future Performance Of Such Index During The Term Of The Securities.
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Changes That Affect An Index 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 An Index.
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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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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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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 Indices 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 level of An Index.
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Business activities of our subsidiaries or any participating dealer or its affiliates with the companies whose securities are included in An Index may adversely affect the level of such Index.
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Hedging activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the level of An Index.
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Trading activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the level of An Index.
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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- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Hypothetical Returns
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If the securities are automatically called:
If the securities are automatically called prior to stated maturity, you will receive the face amount of your securities plus a final contingent coupon payment on the call settlement date. In the event the securities are automatically called, your total return on the securities will equal any contingent coupon payments received prior to the call settlement date and the contingent coupon payment received on the call settlement date.
If the securities are not automatically called:
If the securities are not automatically called prior to stated maturity, the following table illustrates, for a range of hypothetical performance factors of the lowest performing Index on the final calculation day, the hypothetical maturity payment amount payable at stated maturity per security (excluding the final contingent coupon payment, if any). The performance factor of the lowest performing Index on the final calculation day is its ending level expressed as a percentage of its starting level (i.e., its ending level divided by its starting level).
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Hypothetical performance factor of lowest performing
Index 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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74.00%
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$740.00
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60.00%
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$600.00
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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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The above figures do not take into account contingent coupon payments, if any, received during the term of the securities. As evidenced above, in no event will you have a positive rate of return based solely on the maturity payment amount received at maturity; any positive return will be based solely on the contingent coupon payments, if any, received during the term of the securities.
The above figures are for purposes of illustration only and may have been rounded for ease of analysis. If the securities are not automatically called prior to stated maturity, the actual amount you will receive at stated maturity will depend on the actual ending level of the lowest performing Index on the final calculation day. The performance of the better performing Indices is not relevant to your return on the securities.
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Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
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Hypothetical Contingent Coupon Payments
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Set forth below are examples that illustrate how to determine whether a contingent coupon payment will be paid and whether the securities will be automatically called, if applicable, on a contingent coupon payment date prior to the stated maturity date. The examples do not reflect any specific contingent coupon payment date. The following examples assume that the securities are subject to automatic call on the applicable calculation day. The securities will not be subject to automatic call until the second calculation day, which is approximately six months after the issue date. The following examples reflect a hypothetical contingent coupon rate of 10.20% per annum (the minimum contingent coupon rate that may be determined on the pricing date) and assume the hypothetical starting level, threshold level and closing levels for each Index indicated in the examples. The terms used for purposes of these hypothetical examples do not represent any actual starting level or threshold level. The hypothetical starting level of 100.00 for each Index has been chosen for illustrative purposes only and does not represent the actual starting level for any Index. The actual starting level and threshold level for each Index will be determined on the pricing date and will be set forth under "Terms of the Securities" above. For historical data regarding the actual closing levels of the Indices, see the historical information provided below. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis.
Example 1. The closing level of the lowest performing Index on the relevant calculation day is greater than or equal to its threshold level and less than its starting level. As a result, investors receive a contingent coupon payment on the applicable contingent coupon payment date and the securities are not automatically called.
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Dow
Jones
Industrial
Average®
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Russell
2000®
Index
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S&P 500®
Index
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Hypothetical starting level:
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100.00
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100.00
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100.00
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Hypothetical closing level on relevant calculation day:
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90.00
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95.00
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80.00
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Hypothetical threshold level:
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75.00
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75.00
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75.00
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Performance factor (closing level on calculation day divided by starting level):
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90.00%
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95.00%
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80.00%
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Step 1: Determine which Index is the lowest performing Index on the relevant calculation day.
In this example, the S&P 500® Index has the lowest performance factor and is, therefore, the lowest performing Index on the relevant calculation day.
Step 2: Determine whether a contingent coupon payment will be paid and whether the securities will be automatically called on the applicable contingent coupon payment date.
Since the hypothetical closing level of the lowest performing Index on the relevant calculation day is greater than or equal to its threshold level, but less than its starting level, you would receive a contingent coupon payment on the applicable contingent coupon payment date and the securities would not be automatically called. The contingent coupon payment would be equal to $25.50 per security, determined as follows: (i) $1,000 multiplied by 10.20% per annum divided by (ii) 4, rounded to the nearest cent.
Example 2. The closing level of the lowest performing Index on the relevant calculation day is less than its threshold level. As a result, investors do not receive a contingent coupon payment on the applicable contingent coupon payment date and the securities are not automatically called.
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Dow
Jones
Industrial
Average®
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Russell
2000®
Index
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S&P 500®
Index
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Hypothetical starting level:
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100.00
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100.00
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100.00
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Hypothetical closing level on relevant calculation day:
|
60.00
|
105.00
|
102.00
|
|
Hypothetical threshold level:
|
75.00
|
75.00
|
75.00
|
|
Performance factor (closing level on calculation day divided by starting level):
|
60.00%
|
105.00%
|
102.00%
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
Dow
Jones
Industrial
Average®
|
Russell
2000®
Index
|
S&P 500®
Index
|
|
|
Hypothetical starting level:
|
100.00
|
100.00
|
100.00
|
|
Hypothetical closing level on relevant calculation day:
|
115.00
|
105.00
|
115.00
|
|
Hypothetical threshold level:
|
75.00
|
75.00
|
75.00
|
|
Performance factor (closing level on calculation day divided by starting level):
|
115.00%
|
105.00%
|
115.00%
|
|
Step 1: Determine which Index is the lowest performing Index on the relevant calculation day.
In this example, the Russell 2000® Index has the lowest performance factor and is, therefore, the lowest performing Index on the relevant calculation day.
Step 2: Determine whether a contingent coupon payment will be paid and whether the securities will be automatically called on the applicable contingent coupon payment date.
Since the hypothetical closing level of the lowest performing Index on the relevant calculation day is greater than or equal to its starting level, the securities would be automatically called and you would receive the face amount plus a final contingent coupon payment on the applicable contingent coupon payment date, which is also referred to as the call settlement date. On the call settlement date, you would receive $1,025.50 per security.
You will not receive any further payments after the call settlement date.
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
Hypothetical Payment at Stated Maturity
|
|
Set forth below are examples of calculations of the maturity payment amount payable at stated maturity, assuming that the securities have not been automatically called prior to stated maturity and assuming the hypothetical starting level, threshold level and ending levels for each Index indicated in the examples. The terms used for purposes of these hypothetical examples do not represent any actual starting level or threshold level. The hypothetical starting level of 100.00 for each Index has been chosen for illustrative purposes only and does not represent the actual starting level for any Index. The actual starting level and threshold level for each Index will be determined on the pricing date and will be set forth under "Terms of the Securities" above. For historical data regarding the actual closing levels of the Indices, see the historical information provided below. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis.
Example 1. The ending level of the lowest performing Index on the final calculation day is greater than its starting level, the maturity payment amount is equal to the face amount of your securities at maturity and you receive a final contingent coupon payment:
|
|
Dow
Jones
Industrial
Average®
|
Russell
2000®
Index
|
S&P 500®
Index
|
|
|
Hypothetical starting level:
|
100.00
|
100.00
|
100.00
|
|
Hypothetical ending level:
|
145.00
|
135.00
|
125.00
|
|
Hypothetical threshold level:
|
75.00
|
75.00
|
75.00
|
|
Performance factor (ending level divided by starting level):
|
145.00%
|
135.00%
|
125.00%
|
|
Step 1: Determine which Index is the lowest performing Index on the final calculation day.
In this example, the S&P 500® Index has the lowest performance factor and is, therefore, the lowest performing Index on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending level of the lowest performing Index on the final calculation day.
Since the hypothetical ending level of the lowest performing Index on the final calculation day is greater than its hypothetical threshold level, the maturity payment amount would equal the face amount. Although the hypothetical ending level of the lowest performing Index on the final calculation day is significantly greater than its hypothetical starting level in this scenario, the maturity payment amount will not exceed the face amount.
In addition to any contingent coupon payments received during the term of the securities, on the stated maturity date you would receive $1,000 per security. In addition, because the hypothetical ending level of the lowest performing Index on the final calculation day is greater than its threshold level, you would receive a final contingent coupon payment on the stated maturity date.
Example 2. The ending level of the lowest performing Index on the final calculation day is less than its starting level but greater than its threshold level, the maturity payment amount is equal to the face amount of your securities at maturity and you receive a final contingent coupon payment:
|
|
Dow
Jones
Industrial
Average®
|
Russell
2000®
Index
|
S&P 500®
Index
|
|
|
Hypothetical starting level:
|
100.00
|
100.00
|
100.00
|
|
Hypothetical ending level:
|
80.00
|
115.00
|
110.00
|
|
Hypothetical threshold level:
|
75.00
|
75.00
|
75.00
|
|
Performance factor (ending level divided by starting level):
|
80.00%
|
115.00%
|
110.00%
|
|
Step 1: Determine which Index is the lowest performing Index on the final calculation day.
In this example, the Dow Jones Industrial Average® has the lowest performance factor and is, therefore, the lowest performing Index on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending level of the lowest performing Index on the final calculation day.
Since the hypothetical ending level of the lowest performing Index is less than its hypothetical starting level, but not by more than 25%, you would receive the face amount of your securities at maturity.
In addition to any contingent coupon payments received during the term of the securities, on the stated maturity date you would receive $1,000 per security. In addition, because the hypothetical ending level of the lowest performing Index on the final calculation day is greater than its threshold level, you would receive a final contingent coupon payment on the stated maturity date.
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
Dow
Jones
Industrial
Average®
|
Russell
2000®
Index
|
S&P 500®
Index
|
|
|
Hypothetical starting level:
|
100.00
|
100.00
|
100.00
|
|
Hypothetical ending level:
|
120.00
|
45.00
|
90.00
|
|
Hypothetical threshold level:
|
75.00
|
75.00
|
75.00
|
|
Performance factor (ending level divided by starting level):
|
120.00%
|
45.00%
|
90.00%
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
The Indices
|
|
The Dow Jones Industrial Average®
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
The Russell 2000® Index
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
RTY Index Daily Closing Levels
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
The S&P 500® Index
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
SPX Index Daily Closing Levels
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
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 and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
| ■ |
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 and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
LEGAL MATTERS
|
|
The validity of the securities is being passed on for us by Sidley Austin LLP, New York, New York.
|
|
Market Linked Securities- Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index due July 29, 2030
|
|
RECENT DEVELOPMENTS
|
| ● |
Investment Banking Net Revenues of $1.21 billion
|
| ● |
Capital Markets Net Revenues of $799 million
|
| ● |
Asset Management Net Revenues of $187 million
|
| ● |
Pre-Tax Earnings of $315 million
|
| ● |
Net Earnings Attributable to Common Shareholders of $226 million (reflects a 20.8% effective tax rate)
|
| ● |
Investment Banking Net Revenues of $2.22 billion
|
| ● |
Capital Markets Net Revenues of $1.58 billion
|
| ● |
Asset Management Net Revenues of $407 million
|
| ● |
Pre-Tax Earnings of $527 million
|
| ● |
Net Earnings Attributable to Common Shareholders of $382 million (reflects a 22.4% effective tax rate)
|