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[424B2] – BANK OF MONTREAL /CAN/ (BMO, BERZ, BNKD, BNKU, BULZ, CARD, CARU, DULL, FLYD, FLYU, FNGD, FNGO, FNGS, FNGU, GDXD, GDXU, JETD) (CIK 0000927971)

Filing Impact
(No impact)
Filing Sentiment
(Neutral)
Form Type
424B2

Bank of Montreal priced US$540,000 of Senior Medium‑Term Notes, Series K, Capped Buffer Enhanced Return Notes due October 16, 2028, linked to the Consumer Discretionary Select Sector SPDR Fund (XLY). The notes offer 150.00% leveraged upside on XLY, capped by a Maximum Redemption Amount of $1,383.00 per $1,000 (a 38.30% maximum return). They pay no interest, are unsecured obligations of Bank of Montreal, and will not be listed on an exchange.

At maturity, investors receive: the capped amount if XLY rises enough to hit the 38.30% maximum; a leveraged gain if XLY is up but below the cap; principal back if XLY is flat to down within a 15.00% buffer; or a loss of 1% for each 1% XLY falls beyond the 15.00% buffer, up to an 85.00% loss. Key terms include Initial Level $228.75, Buffer Level $194.44, Pricing Date October 10, 2025, Valuation Date October 11, 2028, and Maturity Date October 16, 2028. Pricing details: price to public 100%, agent’s commission 0.50% ($2,700), and proceeds to issuer 99.50% ($537,300). The estimated initial value is $972.13 per $1,000, reflecting offering, structuring and hedging costs.

Bank of Montreal ha collocato US$540.000 di Senior Medium‑Term Notes, Series K, Capped Buffer Enhanced Return Notes in scadenza 16 ottobre 2028, legate al Consumer Discretionary Select Sector SPDR Fund (XLY). Le note offrono upside leveraged del 150,00% su XLY, limitato da un Importo di Rimborso Massimo di $1,383.00 per $1,000 (un rendimento massimo del 38,30%). Non pagano interessi, sono obbligazioni non garantite della Bank of Montreal e non saranno quotate in una borsa.

Alla scadenza, gli investitori ricevono: l'importo limitato se XLY sale abbastanza da raggiungere il 38,30% massimo; un guadagno leva se XLY è in aumento ma al di sotto del limite; il capitale recuperato se XLY è stabile o in calo entro una soglia del 15,00%; oppure una perdita dell'1% per ogni 1% di caduta di XLY oltre la soglia del 15,00%, fino a una perdita dell'85,00%. Termini chiave includono Livello Iniziale $228,75, Livello di Buffer $194,44, Data di Prezzo 10 ottobre 2025, Data di Valutazione 11 ottobre 2028, Data di Scadenza 16 ottobre 2028. Dettagli di prezzo: prezzo al pubblico 100%, provvigione dell'agente 0,50% ($2.700), e proventi per l’emittente 99,50% ($537.300). Il valore iniziale stimato è $972,13 per $1.000, riflettendo costi di offerta, strutturazione e copertura.

Bank of Montreal emitió US$540,000 de Senior Medium-Term Notes, Series K, Notas con Rendimiento Mejorado con Amortización Máxima (Capped Buffer Enhanced Return Notes) con vencimiento 16 de octubre de 2028, vinculadas al Consumer Discretionary Select Sector SPDR Fund (XLY). Las notas ofrecen un upside apalancado del 150,00% sobre XLY, limitado por un Monto de Redención Máximo de $1,383.00 por $1,000 (un rendimiento máximo del 38,30%). No pagan intereses, son obligaciones no aseguradas de Bank of Montreal y no cotizarán en una bolsa.

Al vencimiento, los inversores reciben: el monto limitado si XLY sube lo suficiente para alcanzar el máximo del 38,30%; una ganancia apalancada si XLY sube pero por debajo del tope; el principal de vuelta si XLY se mantiene estable o baja dentro de un margen del 15,00%; o una pérdida del 1% por cada 1% de descenso de XLY más allá del margen del 15,00%, hasta una pérdida del 85,00%. Términos clave: Nivel Inicial $228.75, Nivel de Buffer $194.44, Fecha de fijación de precios 10 de octubre de 2025, Fecha de Valoración 11 de octubre de 2028, Fecha de Vencimiento 16 de octubre de 2028. Detalles de precios: precio al público 100%, comisión del agente 0,50% ($2,700), y fondos para el emisor 99,50% ($537,300). El valor inicial estimado es de $972,13 por $1,000, reflejando costos de oferta, estructuración y cobertura.

Bank of Montreal는 XLY와 연계된 Consumer Discretionary Select Sector SPDR Fund (XLY)와 연계된 Senior Medium-Term Notes, Series K, Capped Buffer Enhanced Return Notes를 2028년 10월 16일 만기로 발행하여 US$540,000를 조달했습니다. 이 노트는 XLY에 대해 150.00%의 레버리지 상승 가능성을 제공하며, 최대 상환 금액 최대 상환 금액인 $1,383.00 per $1,000로 제한되어 있다(최대 수익 38.30%). 이자는 지급되지 않으며, Bank of Montreal의 무담보 채무이며 거래소에 상장되지 않습니다.

만기 시 투자자는 XLY가 38.30%의 최대치에 도달할 만큼 상승하면 제한된 금액을 받게 되고; 상향되어도 한도 내에서 레버리지 이익이 발생하며; XLY가 평평하거나 하락하여 15.00%의 버퍼 내에 있을 경우 원금을 돌려받고; 15.00% 버퍼를 넘어서는 XLY 하락에 대해 매 1% 하락마다 1%의 손실이 발생하며, 최대 손실은 85.00%까지 입니다. 주요 용어로 초기 레벨 $228.75, 버퍼 레벨 $194.44, 가격일 2025년 10월 10일, 평가일 2028년 10월 11일, 만기일 2028년 10월 16일. 가격 세부사항: 공개가 100%, 중개인 수수료 0.50% ($2,700), 발행자 수익 99.50% ($537,300). 예상 초기 가치는 $972.13 per $1,000로 혜약, 구조화 및 헤징 비용을 반영합니다.

Bank of Montreal a émis US$540 000 de Senior Medium-Term Notes, Series K, Notas à Rendement Amélioré avec Plafond de Protection, échéance au 16 octobre 2028, liées au fonds Consumer Discretionary Select Sector SPDR Fund (XLY). Les notes offrent une hausse amplifiée de 150,00 % sur XLY, limitée par un Montant de Remboursement Maximum de 1 383,00 $ par 1 000 $ (rendement maximal de 38,30 %). Elles ne versent pas d’intérêts, constituent des obligations non garanties de Bank of Montreal et ne seront pas cotées en bourse.

À l’échéance, les investisseurs reçoivent : le montant plafonné si XLY monte suffisamment pour atteindre le maximum de 38,30 % ; un gain à effet de levier si XLY est en hausse mais en dessous du plafond ; le principal remboursé si XLY reste plat ou en baisse dans une marge de 15,00 % ; ou une perte de 1 % pour chaque 1 % de chute de XLY au-delà de la marge de 15,00 %, jusqu’à une perte maximale de 85,00 %. Termes clés : Niveau Initial 228,75 $, Niveau de Buffer 194,44 $, Date de fixation 10 octobre 2025, Date de Valorisation 11 octobre 2028, Date d’Échéance 16 octobre 2028. Détails de tarification : prix au public 100 %, commission de l’agent 0,50 % (2 700 $), produits pour l’émetteur 99,50 % (537 300 $). La valeur initiale estimée est de 972,13 $ par 1 000 $, reflétant les coûts d’offre, de structuration et de couverture.

Bank of Montreal hat US$540.000 Senior Medium-Term Notes, Series K, Capped Buffer Enhanced Return Notes mit Fälligkeit am 16. Oktober 2028 herausgegeben, verbunden mit dem Consumer Discretionary Select Sector SPDR Fund (XLY). Die Anleihen bieten eine 150,00%- leveraged Upside auf XLY, begrenzt durch einen Maximal-Rückzahlungsbetrag von 1.383,00 $ pro 1.000 $, (ein maximaler Ertrag von 38,30%). Sie zahlen keine Zinsen, sind unbesicherte Verbindlichkeiten der Bank of Montreal und werden nicht an einer Börse notiert.

Bei Fälligkeit erhalten Investoren: den begrenzten Betrag, falls XLY hoch genug steigt, um das 38,30%-Maximum zu erreichen; einen gehebelten Gewinn, wenn XLY steigt, aber unter dem Limit bleibt; das Kapital zurück, wenn XLY flach bis fallend innerhalb einer Pufferzone von 15,00% ist; oder einen Verlust von 1% für jede 1% Abfall von XLY über die 15,00% Pufferzone, bis zu einem Maximumverlust von 85,00%. Wichtige Begriffe: Initial Level 228,75 $, Buffer Level 194,44 $, Pricing Date 10. Oktober 2025, Valuation Date 11. Oktober 2028, Maturity Date 16. Oktober 2028. Preisdaten: Public Price 100%, Agent's Commission 0,50% (2.700 $), Proceeds to Issuer 99,50% (537.300 $). Die geschätzte anfängliche Wert ist 972,13 $ pro 1.000 $, unter Berücksichtigung Angebot, Strukturierung und Hedging-Kosten.

Bank of Montreal أصدر US$540,000 من سندات Senior Medium-Term Notes، Series K، Capped Buffer Enhanced Return Notes المستحقة في 16 أكتوبر 2028، مرتبط بصندوق Consumer Discretionary Select Sector SPDR Fund (XLY). تقدم هذه الأوراق المالية مكاسب بطريقة leveraged قدرها 150.00% على XLY، مقيدة بـ المبلغ الأقصى للاسترداد البالغ 1,383.00 دولار لكل 1,000 دولار (عائد أقصى 38.30%). لا تدفع فائدة، وهي التزامات غير مضمونة لصندوق Bank of Montreal، ولن يتم إدراجها في بورصة.

عند الاستحقاق، يتلقى المستثمرون: المبلغ المحدود إذا ارتفع XLY بما يكفي لتحقيق الحد الأقصى 38.30%؛ مكسبًا مُ leverage إذا ارتفع XLY ولكنه دون الحد؛ رأس المال المبلغ عند ثبات XLY أو انخفاضه ضمن هامش 15.00%؛ أو خسارة بنسبة 1% مقابل كل 1% انخفاض في XLY يتجاوز هامش 15.00%، حتى خسارة 85.00%. المصطلحات الرئيسية تشمل المستوى الأولي 228.75 دولار، مستوى الحماية 194.44 دولار، تاريخ التسعير 10 أكتوبر 2025، تاريخ التقييم 11 أكتوبر 2028، وتاريخ الاستحقاق 16 أكتوبر 2028. تفاصيل التسعير: السعر للجمهور 100%، عمولة الوكيل 0.50% (2,700 دولار)، العائد للجهة المُصدِرة 99.50% (537,300 دولار). القيمة الأولية المقدرة هي 972.13 دولار لكل 1,000 دولار، تعكس تكاليف العرض، وهيكلة والتغطية.

Bank of Montreal 已发行价值US$540,000的 Senior Medium‑Term Notes, Series K, Capped Buffer Enhanced Return Notes,到期日为2028年10月16日,挂钩 Consumer Discretionary Select Sector SPDR Fund (XLY)。这些票据对XLY提供150.00%的杠杆上涨潜力,受最高赎回金额限制,单位为每$1,000 $1,383.00(最高回报38.30%)。它们不支付利息,是银行的无担保债务,并且不会在交易所上市。

到期时,投资者将获得:若XLY上涨达到38.30%之上限所对应的金额;若XLY上涨但低于上限则获得杠杆增益;若XLY保持平坦至下跌且在15.00%的缓冲区内则返还本金;若XLY下跌超过15.00%的缓冲区,则每下跌1%赔付1%,直至损失达到85.00%。主要条款包括 初始水平$228.75、缓冲水平$194.44、定价日2025年10月10日、估值日2028年10月11日、到期日2028年10月16日。定价细节:公开价格100%、经纪人佣金0.50%($2,700)、发行人所得99.50%($537,300)。估算初始价值为每$1,000$972.13,反映发行、结构化和对冲成本。

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Insights

Capped, buffered XLY-linked note with 150% upside and 15% downside buffer.

The note links returns to XLY with 150.00% upside participation, but gains are capped at a Maximum Redemption Amount of $1,383.00 per $1,000 (38.30%). Downside losses start only if XLY finishes below the 15.00% buffer, where each additional 1% drop reduces principal by 1%, up to an 85.00% loss.

Cash flows depend on XLY’s level on the October 11, 2028 valuation date, with repayment on October 16, 2028. Credit exposure is to Bank of Montreal; the notes are unsecured and bear no interest. The estimated initial value is $972.13 per $1,000, below issue price, due to embedded costs.

Economics at launch show price to public 100%, agent’s commission 0.50% ($2,700), and issuer proceeds 99.50% ($537,300). Secondary market liquidity is not assured; any bids may reflect issuer credit spreads and hedging costs.

Bank of Montreal ha collocato US$540.000 di Senior Medium‑Term Notes, Series K, Capped Buffer Enhanced Return Notes in scadenza 16 ottobre 2028, legate al Consumer Discretionary Select Sector SPDR Fund (XLY). Le note offrono upside leveraged del 150,00% su XLY, limitato da un Importo di Rimborso Massimo di $1,383.00 per $1,000 (un rendimento massimo del 38,30%). Non pagano interessi, sono obbligazioni non garantite della Bank of Montreal e non saranno quotate in una borsa.

Alla scadenza, gli investitori ricevono: l'importo limitato se XLY sale abbastanza da raggiungere il 38,30% massimo; un guadagno leva se XLY è in aumento ma al di sotto del limite; il capitale recuperato se XLY è stabile o in calo entro una soglia del 15,00%; oppure una perdita dell'1% per ogni 1% di caduta di XLY oltre la soglia del 15,00%, fino a una perdita dell'85,00%. Termini chiave includono Livello Iniziale $228,75, Livello di Buffer $194,44, Data di Prezzo 10 ottobre 2025, Data di Valutazione 11 ottobre 2028, Data di Scadenza 16 ottobre 2028. Dettagli di prezzo: prezzo al pubblico 100%, provvigione dell'agente 0,50% ($2.700), e proventi per l’emittente 99,50% ($537.300). Il valore iniziale stimato è $972,13 per $1.000, riflettendo costi di offerta, strutturazione e copertura.

Bank of Montreal emitió US$540,000 de Senior Medium-Term Notes, Series K, Notas con Rendimiento Mejorado con Amortización Máxima (Capped Buffer Enhanced Return Notes) con vencimiento 16 de octubre de 2028, vinculadas al Consumer Discretionary Select Sector SPDR Fund (XLY). Las notas ofrecen un upside apalancado del 150,00% sobre XLY, limitado por un Monto de Redención Máximo de $1,383.00 por $1,000 (un rendimiento máximo del 38,30%). No pagan intereses, son obligaciones no aseguradas de Bank of Montreal y no cotizarán en una bolsa.

Al vencimiento, los inversores reciben: el monto limitado si XLY sube lo suficiente para alcanzar el máximo del 38,30%; una ganancia apalancada si XLY sube pero por debajo del tope; el principal de vuelta si XLY se mantiene estable o baja dentro de un margen del 15,00%; o una pérdida del 1% por cada 1% de descenso de XLY más allá del margen del 15,00%, hasta una pérdida del 85,00%. Términos clave: Nivel Inicial $228.75, Nivel de Buffer $194.44, Fecha de fijación de precios 10 de octubre de 2025, Fecha de Valoración 11 de octubre de 2028, Fecha de Vencimiento 16 de octubre de 2028. Detalles de precios: precio al público 100%, comisión del agente 0,50% ($2,700), y fondos para el emisor 99,50% ($537,300). El valor inicial estimado es de $972,13 por $1,000, reflejando costos de oferta, estructuración y cobertura.

Bank of Montreal는 XLY와 연계된 Consumer Discretionary Select Sector SPDR Fund (XLY)와 연계된 Senior Medium-Term Notes, Series K, Capped Buffer Enhanced Return Notes를 2028년 10월 16일 만기로 발행하여 US$540,000를 조달했습니다. 이 노트는 XLY에 대해 150.00%의 레버리지 상승 가능성을 제공하며, 최대 상환 금액 최대 상환 금액인 $1,383.00 per $1,000로 제한되어 있다(최대 수익 38.30%). 이자는 지급되지 않으며, Bank of Montreal의 무담보 채무이며 거래소에 상장되지 않습니다.

만기 시 투자자는 XLY가 38.30%의 최대치에 도달할 만큼 상승하면 제한된 금액을 받게 되고; 상향되어도 한도 내에서 레버리지 이익이 발생하며; XLY가 평평하거나 하락하여 15.00%의 버퍼 내에 있을 경우 원금을 돌려받고; 15.00% 버퍼를 넘어서는 XLY 하락에 대해 매 1% 하락마다 1%의 손실이 발생하며, 최대 손실은 85.00%까지 입니다. 주요 용어로 초기 레벨 $228.75, 버퍼 레벨 $194.44, 가격일 2025년 10월 10일, 평가일 2028년 10월 11일, 만기일 2028년 10월 16일. 가격 세부사항: 공개가 100%, 중개인 수수료 0.50% ($2,700), 발행자 수익 99.50% ($537,300). 예상 초기 가치는 $972.13 per $1,000로 혜약, 구조화 및 헤징 비용을 반영합니다.

Bank of Montreal a émis US$540 000 de Senior Medium-Term Notes, Series K, Notas à Rendement Amélioré avec Plafond de Protection, échéance au 16 octobre 2028, liées au fonds Consumer Discretionary Select Sector SPDR Fund (XLY). Les notes offrent une hausse amplifiée de 150,00 % sur XLY, limitée par un Montant de Remboursement Maximum de 1 383,00 $ par 1 000 $ (rendement maximal de 38,30 %). Elles ne versent pas d’intérêts, constituent des obligations non garanties de Bank of Montreal et ne seront pas cotées en bourse.

À l’échéance, les investisseurs reçoivent : le montant plafonné si XLY monte suffisamment pour atteindre le maximum de 38,30 % ; un gain à effet de levier si XLY est en hausse mais en dessous du plafond ; le principal remboursé si XLY reste plat ou en baisse dans une marge de 15,00 % ; ou une perte de 1 % pour chaque 1 % de chute de XLY au-delà de la marge de 15,00 %, jusqu’à une perte maximale de 85,00 %. Termes clés : Niveau Initial 228,75 $, Niveau de Buffer 194,44 $, Date de fixation 10 octobre 2025, Date de Valorisation 11 octobre 2028, Date d’Échéance 16 octobre 2028. Détails de tarification : prix au public 100 %, commission de l’agent 0,50 % (2 700 $), produits pour l’émetteur 99,50 % (537 300 $). La valeur initiale estimée est de 972,13 $ par 1 000 $, reflétant les coûts d’offre, de structuration et de couverture.

Bank of Montreal hat US$540.000 Senior Medium-Term Notes, Series K, Capped Buffer Enhanced Return Notes mit Fälligkeit am 16. Oktober 2028 herausgegeben, verbunden mit dem Consumer Discretionary Select Sector SPDR Fund (XLY). Die Anleihen bieten eine 150,00%- leveraged Upside auf XLY, begrenzt durch einen Maximal-Rückzahlungsbetrag von 1.383,00 $ pro 1.000 $, (ein maximaler Ertrag von 38,30%). Sie zahlen keine Zinsen, sind unbesicherte Verbindlichkeiten der Bank of Montreal und werden nicht an einer Börse notiert.

Bei Fälligkeit erhalten Investoren: den begrenzten Betrag, falls XLY hoch genug steigt, um das 38,30%-Maximum zu erreichen; einen gehebelten Gewinn, wenn XLY steigt, aber unter dem Limit bleibt; das Kapital zurück, wenn XLY flach bis fallend innerhalb einer Pufferzone von 15,00% ist; oder einen Verlust von 1% für jede 1% Abfall von XLY über die 15,00% Pufferzone, bis zu einem Maximumverlust von 85,00%. Wichtige Begriffe: Initial Level 228,75 $, Buffer Level 194,44 $, Pricing Date 10. Oktober 2025, Valuation Date 11. Oktober 2028, Maturity Date 16. Oktober 2028. Preisdaten: Public Price 100%, Agent's Commission 0,50% (2.700 $), Proceeds to Issuer 99,50% (537.300 $). Die geschätzte anfängliche Wert ist 972,13 $ pro 1.000 $, unter Berücksichtigung Angebot, Strukturierung und Hedging-Kosten.

 

Registration Statement No.333-285508
Filed Pursuant to Rule 424(b)(2)


Pricing Supplement dated October 10, 2025 to the Prospectus dated March 25, 2025,
the Prospectus Supplement dated March 25, 2025 and the Product Supplement dated March 25, 2025

US$540,000
Senior Medium-Term Notes, Series K
Capped Buffer Enhanced Return Notes due October 16, 2028
Linked to the shares of the Consumer Discretionary Select Sector SPDR® Fund

The notes are designed for investors who are seeking 150.00% leveraged positive return based on any appreciation in the level of the shares of Consumer Discretionary Select Sector SPDR® Fund (the “Reference Asset”), subject to the Maximum Redemption Amount (as defined below). Investors must be willing to accept that the payment at maturity will not exceed the Maximum Redemption Amount.

The Maximum Redemption Amount is $1,383.00 for each $1,000 in principal amount (a 38.30% return on the notes).

If the Reference Asset decreases by more than 15.00% from its Initial Level, investors will lose 1% of the principal amount for each 1% decrease in the level of the Reference Asset from its Initial Level to its Final Level in excess of 15.00%. In such a case, you will receive a cash amount at maturity that is less than the principal amount, and may lose up to 85.00% of your principal amount at maturity.

Investing in the notes is not equivalent to a direct investment in the Reference Asset.

The notes do not bear interest. The notes will not be listed on any securities exchange.

All payments on the notes are subject to the credit risk of Bank of Montreal.

The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.

The CUSIP number of the notes is 06376FML0.

Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.

The notes will not be subject to conversion into our common shares or the common shares of any of our affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”).

Terms of the Notes:

Pricing Date:

October 10, 2025

 

Valuation Date:

October 11, 2028

Settlement Date:

October 16, 2025

 

Maturity Date:

October 16, 2028

 

Price to Public1

Agent’s Commission1

Proceeds to Bank of Montreal1

Per Note

Total

100%

$540,000.00

0.50%

$2,700.00

99.50%

$537,300.00

1 The total “Agent’s Commission” and “Proceeds to Bank of Montreal” specified above reflect the aggregate amounts at the time Bank of Montreal established its hedge positions on or prior to the Pricing Date, which may have been variable and fluctuated depending on market conditions at such times. Certain dealers who purchased the notes for sale to certain fee-based advisory accounts may have foregone some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the notes in these accounts was between $995.00 and $1,000 per $1,000 in principal amount. We or one of our affiliates will also pay a referral fee to certain dealers of up to 0.45% of the principal amount in connection with the distribution of the notes.

Investing in the notes involves risks, including those described in the “Selected Risk Considerations” section beginning on page P-5 hereof, the “Additional Risk Factors Relating to the Notes” section beginning on page PS-5 of the product supplement, and the “Risk Factors” section beginning on page S-1 of the prospectus supplement and on page 8 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the accuracy of this document, the product supplement, the prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense. The notes will be our unsecured obligations and will not be savings accounts or deposits that are insured by the United States Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or other entity.

On the date hereof, based on the terms set forth above, the estimated initial value of the notes is $972.13 per $1,000 in principal amount. However, as discussed in more detail below, the actual value of the notes at any time will reflect many factors and cannot be predicted with accuracy.

BMO CAPITAL MARKETS

Key Terms of the Notes:

Reference Asset:

The shares of the Consumer Discretionary Select Sector SPDR® Fund (ticker symbol "XLY"). See "The Reference Asset" below for additional information.

Underlying Index:

Consumer Discretionary Select Sector Index

Payment at Maturity:

If the Final Level of the Reference Asset is greater than its Initial Level and the Percentage Change of the Reference Asset multiplied by the Upside Leverage Factor is greater than or equal to the Maximum Return, the payment at maturity for each $1,000 in principal amount of the notes will equal the Maximum Redemption Amount.

If the Final Level of the Reference Asset is greater than or equal to its Initial Level and the Percentage Change of the Reference Asset multiplied by the Upside Leverage Factor is less than the Maximum Return, then the amount that investors will receive at maturity for each $1,000 in principal amount of the notes will equal:

$1,000 + [$1,000 x (Percentage Change of the Reference Asset x Upside Leverage Factor)]

If the Final Level of the Reference Asset is less than its Initial Level, but is not less than its Buffer Level, then investors will, for each $1,000 in principal amount of the notes, receive the principal amount of $1,000 and no additional return.

If the Final Level of the Reference Asset is less than its Buffer Level, then the amount that investors will receive at maturity for each $1,000 in principal amount of the notes will equal:

$1,000 + [$1,000 x (Percentage Change of the Reference Asset + Buffer Percentage)]

In this case, investors will lose 1% of their principal for each 1% that the Final Level of the Reference Asset declines from its Initial Level in excess of 15.00%. You may lose up to 85.00% of the principal amount of your notes.

Upside Leverage Factor:

150.00%

Maximum Return:

38.30%

Maximum Redemption Amount:

The payment at maturity will not exceed the Maximum Redemption Amount of $1,383.00 per $1,000 in principal amount of the notes.

Percentage Change:

The quotient, expressed as a percentage, of the following formula:

(Final Level - Initial Level)
Initial Level

Initial Level:2

$228.75, which was the closing level of the Reference Asset on the Pricing Date.

Buffer Level:2

$194.44, which is 85.00% of the Initial Level (rounded to two decimal places).

Buffer Percentage:2

15.00% Accordingly, you will receive the principal amount of your notes at maturity only if the level of the Reference Asset does not decrease by more than 15.00% over the term of the notes. If the Final Level of the Reference Asset is less than its Buffer Level, you will receive less than the principal amount of your notes at maturity and you could lose up to 85.00% of the principal amount of your notes.

Final Level:

The closing level of the Reference Asset on the Valuation Date.

Pricing Date:

October 10, 2025

Settlement Date:

October 16, 2025

Valuation Date:1

October 11, 2028

Maturity Date:1

October 16, 2028

Physical Delivery Amount:

We will only pay cash on the Maturity Date, and you will have no right to receive any shares of the Reference Asset.

Calculation Agent:

BMOCM

Selling Agent:

BMOCM

2

 

1 Subject to the occurrence of a market disruption event, as described in the accompanying product supplement.

2As determined by the calculation agent and subject to adjustment in certain circumstances. See "General Terms of the Notes — Anti-dilution Adjustments to a Reference Asset that is an Equity Security (Including Any ETF)" and "— Adjustments to an ETF" in the product supplement for additional information.

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Payoff Example

The following table shows the hypothetical payout profile of an investment in the notes based on various hypothetical Final Levels (and the corresponding Percentage Change) of the Reference Asset, reflecting the 150.00% Upside Leverage Factor, Maximum Return of 38.30% and Buffer Level of 85.00% of the Initial Level. Please see “Examples of the Hypothetical Payment at Maturity for a $1,000 Investment in the Notes” below for more detailed examples.

Hypothetical Percentage Change of the Reference Asset

Participation in Percentage Change

Hypothetical Return of the Notes

28.87%

 

25.53%

150% Upside Exposure, subject to the Maximum Return

 

38.30%

 

38.30%

17.00%

 

9.00%

150% Upside Exposure

 

25.50%

 

13.50%

-8%

 

-15%

Buffer Level of 85.00% of Initial Level

 

0%

 

0%

-25%

 

-35%

1x Loss Beyond Buffer Level

 

-10%

 

-20%

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Additional Terms of the Notes

You should read this document together with the product supplement dated March 25, 2025, the prospectus supplement dated March 25, 2025 and the prospectus dated March 25, 2025. This document, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours or the agent. You should carefully consider, among other things, the matters set forth in Additional Risk Factors Relating to the Notes in the product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Product supplement dated March 25, 2025:
https://www.sec.gov/Archives/edgar/data/927971/000121465925004741/g324250424b2.htm

Prospectus supplement dated March 25, 2025 and prospectus dated March 25, 2025:
https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm

Our Central Index Key, or CIK, on the SEC website is 927971. As used in this document, "we", "us" or "our" refers to Bank of Montreal.

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Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Asset. These risks are explained in more detail in the “Additional Risk Factors Relating to the Notes” section of the product supplement.

Risks Related to the Structure or Features of the Notes

Your investment in the notes may result in a loss. — The notes do not guarantee any return of principal. If the Final Level is less than its Buffer Level, you will lose 1% of the principal amount for each 1% that the Final Level is less than the Initial Level in excess of the Buffer Percentage. In such a case, you will receive at maturity a cash payment that is less than the principal amount of the notes and may be significantly less than the principal amount of your notes. Accordingly, you could lose up to 85.00% of the principal amount of your notes.

Your return on the notes is limited to the Maximum Redemption Amount, regardless of any appreciation in the levels of the Reference Asset. — The return on your notes will not be greater than the Maximum Redemption Amount. This will be the case even if the Percentage Change of the Reference Asset multiplied by the Upside Leverage Factor exceeds the Maximum Return.

Your return on the notes may be lower than the return on a conventional debt security of comparable maturity. — The return that you will receive on your notes, which could be negative, may be less than the return you could earn on other investments. The notes do not provide for interest payments and the payment you receive at maturity, if any, may be less than the principal amount of the notes. Even if your return on the notes is positive, your return may be less than the return you would earn if you bought a conventional senior interest bearing debt security of ours with the same maturity or if you invested directly in the Reference Asset. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money.

Risks Related to the Reference Asset

Owning the notes is not the same as owning shares of the Reference Asset or a security directly linked to the Reference Asset. — The return on your notes will not reflect the return you would realize if you actually owned shares of the Reference Asset or a security directly linked to the performance of the Reference Asset and held that investment for a similar period. Your notes may trade quite differently from the Reference Asset. Changes in the level of the Reference Asset may not result in comparable changes in the market value of your notes. Even if the level of the Reference Asset increases during the term of the notes, the market value of the notes prior to maturity may not increase to the same extent. It is also possible for the market value of the notes to decrease while the level of the Reference Asset increases. In addition, any dividends or other distributions paid on the Reference Asset will not be reflected in the amount payable on the notes.

You will not have any shareholder rights and will have no right to receive any shares of the Reference Asset (or any company included in the Reference Asset) at maturity. — Investing in your notes will not make you a holder of any shares of the Reference Asset or any securities held by the Reference Asset. Neither you nor any other holder or owner of the notes will have any voting rights, any right to receive dividends or other distributions, or any other rights with respect to the Reference Asset or such underlying securities.

No delivery of shares of the Reference Asset. — The notes will be payable only in cash. You should not invest in the notes if you seek to have the shares of the Reference Asset delivered to you at maturity.

Changes that affect the applicable Underlying Index will affect the market value of the notes and the amount you will receive at maturity. — The policies of the applicable index sponsor concerning the calculation of the applicable Underlying Index, additions, deletions or substitutions of the components of the applicable Underlying Index and the manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the applicable Reference Asset and, therefore, could affect the share price of the Reference Asset, the amounts payable on the notes, and the market value of the notes prior to maturity. The amount payable on the notes and their market value could also be affected if the applicable index sponsor changes these policies, for example, by changing the manner in which it calculates the applicable Underlying Index, or if the applicable index sponsor discontinues or suspends the calculation or publication of the applicable Underlying Index.

We have no affiliation with the index sponsor of the applicable Underlying Index and will not be responsible for its actions. — The sponsor of the applicable Underlying Index is not our affiliate and will not be involved in the offering of the notes in any way. Consequently, we have no control over the actions of the index sponsor of the applicable Underlying Index, including any actions of the type that would require the calculation agent to adjust the payment to you at maturity. The index sponsors have no obligation of any sort with respect to the notes. Thus, the applicable index sponsor has no obligation to take your interests into consideration for any reason, including in taking any actions that might affect the value of the notes. None of our proceeds from the issuance of the notes will be delivered to the index sponsor of the applicable Underlying Index.

Adjustments to the Reference Asset could adversely affect the notes. — The sponsor and advisor of the Reference Asset is responsible for calculating and maintaining the Reference Asset. The sponsor and advisor of the Reference Asset can add, delete or substitute the stocks comprising the Reference Asset or make other methodological changes that could change the share price of the Reference Asset at any time. If one or more of these events occurs, the calculation of the amount payable at maturity may be adjusted to reflect such event or events. Consequently, any of these actions could adversely affect the amount payable at maturity and/or the market value of the notes.

We and our affiliates do not have any affiliation with the applicable investment advisor or the Reference Asset Issuer and are not responsible for their public disclosure of information. — The investment advisor of the Reference Asset advises the issuer of the Reference Asset (the “Reference Asset Issuer” ) on various matters, including matters relating to the policies, maintenance and calculation of the Reference Asset. We and our affiliates are not affiliated with the applicable investment advisor or the Reference Asset Issuer in any way and have no ability to control or predict its actions, including any errors in or discontinuance of disclosure regarding the methods or policies relating to the Reference Asset. Neither the applicable investment advisor nor the Reference Asset Issuer is involved in the offerings of the notes in any way and has no obligation to consider your interests as an owner of the notes in taking any actions relating to the Reference Asset that might affect the value of the notes. Neither we nor any of our affiliates has independently verified the adequacy or accuracy of the information about the applicable investment advisor or the Reference Asset contained in any public disclosure of information. You, as an investor in the notes, should make your own investigation into the Reference Asset Issuer.

The correlation between the performance of the Reference Asset and the performance of the applicable Underlying Index may be imperfect. — The performance of the Reference Asset is linked principally to the performance of the applicable Underlying Index. However,

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because of the potential discrepancies identified in more detail in the product supplement, the return on the Reference Asset may correlate imperfectly with the return on the applicable Underlying Index.

The Reference Asset is subject to management risks. — The Reference Asset is subject to management risk, which is the risk that the applicable investment advisor’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. For example, the applicable investment advisor may invest a portion of the Reference Asset Issuer’s assets in securities not included in the relevant industry or sector but which the applicable investment advisor believes will help the Reference Asset track the relevant industry or sector.

You must rely on your own evaluation of the merits of an investment linked to the Reference Asset. — In the ordinary course of their businesses, our affiliates from time to time may express views on expected movements in the prices of the Reference Asset or the prices of the securities held by the Reference Asset. One or more of our affiliates have published, and in the future may publish, research reports that express views on the Reference Asset or these securities. However, these views are subject to change from time to time. Moreover, other professionals who deal in the markets relating to the Reference Asset at any time may have significantly different views from those of our affiliates. You are encouraged to derive information concerning the Reference Asset from multiple sources, and you should not rely on the views expressed by our affiliates.
Neither the offering of the notes nor any views which our affiliates from time to time may express in the ordinary course of their businesses constitutes a recommendation as to the merits of an investment in the notes.

Risks Related to the Consumer Discretionary Select Sector SPDR® Fund

An investment in the notes is subject to risks associated with investments in securities in the consumer discretionary sector. — All or substantially all of the securities tracked by the Consumer Discretionary Select Sector SPDR® Fund are issued by companies whose primary line of business is directly associated with the consumer discretionary sector. As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. The success of consumer product manufacturers and retailers is tied closely to the performance of the overall domestic and global economy, interest rates, competition and consumer confidence. Success depends heavily on disposable household income and consumer spending. Also, companies in the consumer discretionary sector may be subject to severe competition, which may have an adverse impact on their respective profitability. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products and services in the marketplace. These factors could affect the consumer discretionary sector and could affect the value of the securities tracked by the Consumer Discretionary Select Sector SPDR® Fund and the price of the Consumer Discretionary Select Sector SPDR® Fund during the term of the notes, which may adversely affect the value of your notes.

General Risk Factors

Your investment is subject to the credit risk of Bank of Montreal. — Our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on our ability to pay any amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the notes.

Potential conflicts. — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. We or one or more of our affiliates may also engage in trading of shares of the Reference Asset or the securities held by the Reference Asset on a regular basis as part of our general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for our customers. Any of these activities could adversely affect the level of the Reference Asset and, therefore, the market value of, and the payments on, the notes. We or one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in the performance of the Reference Asset. By introducing competing products into the marketplace in this manner, we or one or more of our affiliates could adversely affect the market value of the notes.

Our initial estimated value of the notes is lower than the price to public. — Our initial estimated value of the notes is only an estimate, and is based on a number of factors. The price to public of the notes exceeds our initial estimated value, because costs associated with offering, structuring and hedging the notes are included in the price to public, but are not included in the estimated value. These costs include any underwriting discount and selling concessions, the profits that we and our affiliates expect to realize for assuming the risks in hedging our obligations under the notes and the estimated cost of hedging these obligations.

Our initial estimated value does not represent any future value of the notes, and may also differ from the estimated value of any other party. — Our initial estimated value of the notes as of the date hereof is derived using our internal pricing models. This value is based on market conditions and other relevant factors, which include volatility of the Reference Asset, dividend rates and interest rates. Different pricing models and assumptions could provide values for the notes that are greater than or less than our initial estimated value. In addition, market conditions and other relevant factors after the Pricing Date are expected to change, possibly rapidly, and our assumptions may prove to be incorrect. After the Pricing Date, the value of the notes could change dramatically due to changes in market conditions, our creditworthiness, and the other factors set forth herein and in the product supplement. These changes are likely to impact the price, if any, at which we or BMOCM would be willing to purchase the notes from you in any secondary market transactions. Our initial estimated value does not represent a minimum price at which we or our affiliates would be willing to buy your notes in any secondary market at any time.

The terms of the notes were not determined by reference to the credit spreads for our conventional fixed-rate debt. — To determine the terms of the notes, we used an internal funding rate that represents a discount from the credit spreads for our conventional fixed-rate debt. As a result, the terms of the notes are less favorable to you than if we had used a higher funding rate.

Certain costs are likely to adversely affect the value of the notes. — Absent any changes in market conditions, any secondary market prices of the notes will likely be lower than the price to public. This is because any secondary market prices will likely take into account our then-current market credit spreads, and because any secondary market prices are likely to exclude all or a portion of any underwriting discount and selling concessions, and the hedging profits and estimated hedging costs that are included in the price to public of the notes and that may be reflected on your account statements. In addition, any such price is also likely to reflect a discount to account for costs associated with establishing or unwinding any related hedge transaction, such as dealer discounts, mark-ups and other transaction costs. As a result, the price,

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if any, at which BMOCM or any other party may be willing to purchase the notes from you in secondary market transactions, if at all, will likely be lower than the price to public. Any sale that you make prior to the Maturity Date could result in a substantial loss to you.

Lack of liquidity. — The notes will not be listed on any securities exchange. BMOCM may offer to purchase the notes in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade the notes is likely to depend on the price, if any, at which BMOCM is willing to buy the notes.

Hedging and trading activities. — We or any of our affiliates have carried out or may carry out hedging activities related to the notes, including purchasing or selling shares of the Reference Asset or securities held by the Reference Asset, futures or options relating to the Reference Asset or securities held by the Reference Asset or other derivative instruments with returns linked or related to changes in the performance on the Reference Asset or securities held by the Reference Asset. We or our affiliates may also trade in the Reference Asset, such securities, or instruments related to the Reference Asset or such securities from time to time. Any of these hedging or trading activities on or prior to the Pricing Date and during the term of the notes could adversely affect the payments on the notes.

Many economic and market factors will influence the value of the notes. — In addition to the level of the Reference Asset and interest rates on any trading day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, and which are described in more detail in the product supplement.

Significant aspects of the tax treatment of the notes are uncertain. — The tax treatment of the notes is uncertain. We do not plan to request a ruling from the Internal Revenue Service or from any Canadian authorities regarding the tax treatment of the notes, and the Internal Revenue Service or a court may not agree with the tax treatment described herein.
The Internal Revenue Service has released a notice that may affect the taxation of holders of “prepaid forward contracts” and similar instruments. According to the notice, the Internal Revenue Service and the U.S. Treasury are actively considering whether the holder of such instruments should be required to accrue ordinary income on a current basis. While it is not clear whether the notes would be viewed as similar to such instruments, it is possible that any future guidance could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect.
Please read carefully the section entitled "U.S. Federal Tax Information" herein, the section entitled "Supplemental Tax Considerations–Supplemental U.S. Federal Income Tax Considerations" in the accompanying product supplement, the section entitled "United States Federal Income Taxation" in the accompanying prospectus and the section entitled "Certain Income Tax Consequences" in the accompanying prospectus supplement. You should consult your tax advisor about your own tax situation.

8

 

Examples of the Hypothetical Payment at Maturity for a $1,000 Investment in the Notes

The following table illustrates the hypothetical payments on a note at maturity. The hypothetical payments are based on a $1,000 investment in the note, a hypothetical Initial Level of $100.00, a hypothetical Buffer Level of $85.00 (85.00% of the hypothetical Initial Level), the Maximum Return of 38.30%, the Maximum Redemption Amount of $1,383.00, and a range of hypothetical Final Levels and the effect on the payment at maturity.

The hypothetical examples shown below are intended to help you understand the terms of the notes. The actual cash amount that you will receive at maturity will depend upon the Final Level of the Reference Asset. You may lose some or a significant portion of the principal amount at maturity.

 

Hypothetical Final Level

Hypothetical Final Level Expressed as a Percentage of the Initial Level

Hypothetical Payment at Maturity

Hypothetical Return on the Notes

$200.00

200.00%

$1,383.00

38.30%

$180.00

180.00%

$1,383.00

38.30%

$160.00

160.00%

$1,383.00

38.30%

$140.00

140.00%

$1,383.00

38.30%

$125.53

125.53%

$1,383.00

38.30%

$110.00

110.00%

$1,150.00

15.00%

$105.00

105.00%

$1,075.00

7.50%

$100.00

100.00%

$1,000.00

0.00%

$95.00

95.00%

$1,000.00

0.00%

$90.00

90.00%

$1,000.00

0.00%

$85.00

85.00%

$1,000.00

0.00%

$84.99

84.99%

$999.90

-0.01%

$80.00

80.00%

$950.00

-5.00%

$40.00

40.00%

$550.00

-45.00%

$20.00

20.00%

$350.00

-65.00%

$0.00

0.00%

$150.00

-85.00%

The following examples illustrate how the returns set forth in the table above are calculated.

Example 1: The level of the Reference Asset decreases from the hypothetical Initial Level of $100.00 to a hypothetical Final Level of $80.00, representing a Percentage Change of –20.00%. Because the Percentage Change of the Reference Asset is negative and its hypothetical Final Level is less than its Buffer Level, the investor receives a payment at maturity of $950.00 per $1,000 in principal amount of the notes, calculated as follows:

$1,000 + [$1,000 x (–20.00% + 15.00%)] = $950.00

Example 2: The level of the Reference Asset decreases from the hypothetical Initial Level of $100.00 to a hypothetical Final Level of $95.00, representing a Percentage Change of -5.00%. Although the Percentage Change of the Reference Asset is negative, because its hypothetical Final Level is greater than its Buffer Level, the investor receives a payment at maturity equal to the principal amount of the notes.

Example 3: The level of the Reference Asset increases from the hypothetical Initial Level of $100.00 to a hypothetical Final Level of $110.00, representing a Percentage Change of 10.00%. Because the hypothetical Final Level of the Reference Asset is greater than its hypothetical Initial Level and the Percentage Change multiplied by the Upside Leverage Factor does not exceed the Maximum Return, the investor receives a payment at maturity of $1,150.00 per $1,000 in principal amount of the notes, calculated as follows:

$1,000 + $1,000 x (10.00% x 150.00%) = $1,150.00

Example 4: The level of the Reference Asset increases from the hypothetical Initial Level of $100.00 to a hypothetical Final Level of $140.00, representing a Percentage Change of 40.00%. Because the hypothetical Final Level of the Reference Asset is greater than its hypothetical Initial Level, and the Percentage Change multiplied by the Upside Leverage Factor exceeds the Maximum Return, the investor receives a payment at maturity of $1,383.00 per $1,000 in principal amount of the notes (the Maximum Redemption Amount). The return on the notes in this example is less than the Percentage Change of the Reference Asset.

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U.S. Federal Tax Information

By purchasing the notes, each holder agrees (in the absence of a change in law, an administrative determination or a judicial ruling to the contrary) to treat each note as a pre-paid derivative contract for U.S. federal income tax purposes. In the opinion of our counsel, Mayer Brown LLP, it would generally be reasonable to treat the notes as pre-paid derivative contracts in respect of the Reference Asset for U.S. federal income tax purposes. However, the U.S. federal income tax consequences of your investment in the notes are uncertain and the Internal Revenue Service could assert that the notes should be taxed in a manner that is different from that described in the preceding sentence. Please see the discussion in the product supplement dated March 25, 2025 under “Supplemental Tax Considerations—Supplemental U.S. Federal Income Tax Considerations—Notes Treated as Pre-Paid Derivative Contracts,” which applies to the notes.

10

 

Supplemental Plan of Distribution (Conflicts of Interest)

 BMOCM will purchase the notes from us at a purchase price reflecting the commission set forth on the cover hereof. BMOCM has informed us that, as part of its distribution of the notes, it will reoffer the notes to other dealers who will sell them. Each such dealer, or each additional dealer engaged by a dealer to whom BMOCM reoffers the notes, will receive a commission from BMOCM, which will not exceed the commission set forth on the cover page. We or one of our affiliates will also pay a referral fee to certain dealers of up to 0.45% of the principal amount in connection with the distribution of the notes.

 Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forego some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the notes in these accounts may be less than 100% of the principal amount, as set forth on the cover page of this document. Investors that hold their notes in these accounts may be charged fees by the investment advisor or manager of that account based on the amount of assets held in those accounts, including the notes. 

We will deliver the notes on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the issue date will be required to specify alternative settlement arrangements to prevent a failed settlement. 

 We own, directly or indirectly, all of the outstanding equity securities of BMOCM, the agent for this offering. In accordance with FINRA Rule 5121, BMOCM may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer. 

 You should not construe the offering of the notes as a recommendation of the merits of acquiring an investment linked to the Reference Asset or as to the suitability of an investment in the notes. 

 BMOCM may, but is not obligated to, make a market in the notes. BMOCM will determine any secondary market prices that it is prepared to offer in its sole discretion. 

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

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

The notes and the related offer to purchase notes and sale of notes under the terms and conditions provided herein do not constitute a public offering in any non-U.S. jurisdiction, and are being made available only to individually identified investors pursuant to a private offering as permitted in the relevant jurisdiction. The notes are not, and will not be, registered with any securities exchange or registry located outside of the United States and have not been registered with any non-U.S. securities or banking regulatory authority. The contents of this document have not been reviewed or approved by any non-U.S. securities or banking regulatory authority. Any person who wishes to acquire the notes from outside the United States should seek the advice or legal counsel as to the relevant requirements to acquire these notes.

British Virgin Islands. The notes have not been, and will not be, registered under the laws and regulations of the British Virgin Islands, nor has any regulatory authority in the British Virgin Islands passed comment upon or approved the accuracy or adequacy of this document. This pricing supplement and the related documents shall not constitute an offer, invitation or solicitation to any member of the public in the British Virgin Islands for the purposes of the Securities and Investment Business Act, 2010, of the British Virgin Islands.

Cayman Islands. Pursuant to the Companies Law (as amended) of the Cayman Islands, no invitation may be made to the public in the Cayman Islands to subscribe for the notes by or on behalf of the issuer unless at the time of such invitation the issuer is listed on the Cayman Islands Stock Exchange. The issuer is not presently listed on the Cayman Islands Stock Exchange and, accordingly, no invitation to the public in the Cayman Islands is to be made by the issuer (or by any dealer on its behalf). No such invitation is made to the public in the Cayman Islands hereby.

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

Israel. This pricing supplement is intended solely for investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended. A prospectus has not been prepared or filed, and will not be prepared or filed, in Israel relating to the notes offered hereunder. The notes cannot be resold in Israel other than to investors listed in the First Supplement of the Israeli Securities Law of 1968, as amended.

No action will be taken in Israel that would permit an offering of the notes or the distribution of any offering document or any other material to the public in Israel. In particular, no offering document or other material has been reviewed or approved by the Israel Securities Authority. Any material provided to an offeree in Israel may not be reproduced or used for any other purpose, nor be furnished to any other person other than those to whom copies have been provided directly by us or the selling agents.

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Nothing in this pricing supplement or any other offering material relating to the notes, should be considered as the rendering of a recommendation or advice, including investment advice or investment marketing under the Law For Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 1995, to purchase any note. The purchase of any note will be based on an investor’s own understanding, for the investor’s own benefit and for the investor’s own account and not with the aim or intention of distributing or offering to other parties. In purchasing the notes, each investor declares that it has the knowledge, expertise and experience in financial and business matters so as to be capable of evaluating the risks and merits of an investment in the notes, without relying on any of the materials provided.

Mexico. The notes have not been registered with the National Registry of Securities maintained by the Mexican National Banking and Securities Commission and may not be offered or sold publicly in Mexico. This pricing supplement and the related documents may not be publicly distributed in Mexico. The notes may only be offered in a private offering pursuant to Article 8 of the Securities Market Law.

Switzerland. This pricing supplement is not intended to constitute an offer or solicitation to purchase or invest in any notes. Neither this pricing supplement nor any other offering or marketing material relating to the notes constitutes a prospectus compliant with the requirements of articles 35 et seq. of the Swiss Financial Services Act ("FinSA")) for a public offering of the notes in Switzerland and no such prospectus has been or will be prepared for or in connection with the offering of the notes in Switzerland.

Neither this pricing supplement nor any other offering or marketing material relating to the notes has been or will be filed with or approved by a Swiss review body (Prüfstelle). No application has been or is intended to be made to admit the notes to trading on any trading venue (SIX Swiss Exchange or on any other exchange or any multilateral trading facility) in Switzerland. Neither this pricing supplement nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

The notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of FinSA except (i) in any circumstances falling within the exemptions to prepare a prospectus listed in article 36 para. 1 FinSA or (ii) where such offer does not qualify as a public offer in Switzerland, provided always that no offer of notes shall require the Issuer or any offeror to publish a prospectus pursuant to article 35 FinSA in respect to such offer and that such offer shall comply with the additional restrictions set out below (if applicable). The Issuer has not authorised and does not authorise any offer of notes which would require the Issuer or any offeror to publish a prospectus pursuant to article 35 FinSA in respect of such offer. For purposes of this provision "public offer" shall have the meaning as such term is understood pursuant to article 3 lit. g and h FinSA and the Swiss Financial Services Ordinance ("FinSO").

The notes do not constitute participations in a collective investment scheme within the meaning of the Swiss Collective Investment Schemes Act. They are not subject to the approval of, or supervision by, the Swiss Financial Market Supervisory Authority ("FINMA"), and investors in the notes will not benefit from protection under CISA or supervision by FINMA.

Prohibition of Offer to Private Clients in Switzerland - No Key Information Document pursuant to article 58 FinSA (Basisinformationsblatt für Finanzinstrumente) or equivalent document under foreign law pursuant to article 59 para. 2 FinSA has been or will be prepared in relation to the notes. Therefore, the following additional restriction applies: Notes qualifying as "debt securities with a derivative character" pursuant to article 86 para. 2 FinSO may not be offered within the meaning of article 58 para. 1 FinSA, and neither this pricing supplement nor any other offering or marketing material relating to such notes may be made available, to any retail client (Privatkunde) within the meaning of FinSA in Switzerland.

The notes may also be sold in the following jurisdictions, provided, in each case, any sales are made in accordance with all applicable laws in such jurisdiction:

Barbados

Bermuda

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Additional Information Relating to the Estimated Initial Value of the Notes

 Our estimated initial value of the notes on the date hereof that is set forth on the cover hereof, equals the sum of the values of the following hypothetical components:

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

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

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

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The Reference Asset

We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness of the following information. We are not affiliated with the Reference Asset Issuer and the Reference Asset Issuer will have no obligations with respect to the notes. This document relates only to the notes and does not relate to the shares of the Reference Asset or any securities included in the Underlying Index. Neither we nor any of our affiliates participates in the preparation of the publicly available documents described below. Neither we nor any of our affiliates has made any due diligence inquiry with respect to the Reference Asset in connection with the offering of the notes. There can be no assurance that all events occurring prior to the date hereof, including events that would affect the accuracy or completeness of the publicly available documents described below and that would affect the trading price of the shares of the Reference Asset, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning the Reference Asset could affect the price of the shares of the Reference Asset on the Valuation Date, and therefore could affect the payments on the notes.

The selection of the Reference Asset is not a recommendation to buy or sell the shares of the Reference Asset. Neither we nor any of our affiliates make any representation to you as to the performance of the shares of the Reference Asset. Information provided to or filed with the SEC under the Exchange Act and the Investment Company Act of 1940 relating to the Reference Asset may be obtained through the SEC’s website at http://www.sec.gov.

We encourage you to review recent levels of the Reference Asset prior to making an investment decision with respect to the notes.

The Consumer Discretionary Select Sector SPDR® Fund (“XLY”)

The Consumer Discretionary Select Sector SPDR® Fund is an investment portfolio managed by SSgA Funds Management, Inc. (“SSFM”), the investment adviser to the Consumer Discretionary Select Sector SPDR® Fund. The Consumer Discretionary Select Sector SPDR® Fund seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded equity securities of companies in the consumer discretionary sector, as represented by the Consumer Discretionary Select Sector Index. Information about the Consumer Discretionary Select Sector SPDR® Fund can be found by reference to its SEC file numbers 333-57791 and 811-08837. Shares of the Consumer Discretionary Select Sector SPDR® Fund are listed on the NYSE Arca under the ticker symbol “XLY.”

The Consumer Discretionary Select Sector Index

The Consumer Discretionary Select Sector Index is a modified market capitalization-based index, intended to provide an indication of the pattern of common stock price movements of companies that are components of the SPX and are involved in the consumer discretionary industry. The Consumer Discretionary Select Sector Index is one of the nine Select Sector sub-indices of the SPX, each of which we refer to as a “Select Sector Index.”

The Index is also sponsored and compiled by S&P DJI. S&P DJI determines the composition of the Index and relative weightings of the securities in the Index based on the Index methodology (as the “Index Compilation Agent”). S&P DJI also publishes information regarding the market value of the Index (as the “Index Provider”). S&P DJI is not affiliated with the Fund or the Adviser. The composition and weighting of the stocks included in the Consumer Discretionary Select Sector Index will likely differ from the composition and weighting of stocks included in any similar Select Sector Index that is published and disseminated by S&P. S&P’s only relationship to the Index Compilation Agent is the licensing of certain trademarks and trade names of S&P and of the SPX which is determined, composed and calculated by S&P without regard to the Index Compilation Agent.

The Select Sector Indices

Construction, Maintenance and Calculation of The Select Sector Indices:

The Select Sector Index is developed and maintained in accordance with the following criteria:

Each of the component stocks in a Select Sector Index (the “Component Stocks”) has been selected from the universe of companies defined by the SPX.

Each stock in the SPX is allocated to one and only one of the Select Sector Indices.

The Index Compilation Agent assigns each constituent stock of the S&P 500 Index to a Select Sector Index based on the Global Industry Classification Standard (“GICS”). S&P DJI has sole control over the removal of stocks from the S&P 500 and the selection of replacement stocks to be added to the S&P 500.

Each Select Sector Index is calculated using a base-weighted aggregate methodology; that means the level of the Select Sector Index reflects the total market value of all of its Component Stocks relative to a particular base period. Statisticians refer to this type of index, one with a set of combined variables (such as price and number of shares), as a composite index.

Each Select Sector Index is calculated using the same methodology utilized by S&P DJI in calculating the SPX, using a base-weighted aggregate methodology. The daily calculation of each Select Sector Index is computed by dividing the total market value of the companies in the Select Sector Index by a number called the “Index Divisor.”

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Each Select Sector Index is weighted, on a quarterly basis, based on the float-adjusted market capitalization of each of the Component Stocks, subject to the following asset diversification requirements: (i) the market capitalization-based weighted value of any single Component Stock measured with prices as of the reference date and membership, shares outstanding and investable weight factors as of the rebalancing effective date may not exceed 25% of the total value of its respective Select Sector Index; and (ii) the sum of the constituent stocks with weight greater than 4.8% cannot exceed 50% of the total Index weight.

Rebalancing the Select Sector Indices to meet the asset diversification requirements will be the responsibility of S&P. If on the second Friday of any calendar quarter-end month (a “Quarterly Qualification Date”), a Component Stock (or two or more Component Stocks) approaches the maximum allowable value limits set forth above (the “Asset Diversification Limits”), the percentage that such Component Stock (or Component Stocks) represents in the Select Sector Index will be reduced and the market capitalization-based weighted value of such Component Stock (or Component Stocks) will be redistributed across the Component Stocks that do not closely approach the Asset Diversification Limits in accordance with the following methodology: First, each Component Stock that exceeds 24% of the total value of the Select Sector Index will be reduced to 23% of the total value of the Select Sector Index and the excess amount will be redistributed proportionally across the remaining Component Stocks that each represent less than 23% of the total value of the Select Sector Index. If as a result of this redistribution, another Component Stock then exceeds 23%, the redistribution will be repeated as necessary until no company breaches the 23% weight cap. Second, if the sum of Component Stocks that each exceed 4.8% of the total value of the Select Sector Index exceeds 50% of the total value of the Index, the Component Stocks will be ranked in descending order of their float-adjusted market capitalization, and the first Component Stock to cause the 50% limit to be breached will be reduced to 4.5% and the excess amount will be distributed proportionally across all remaining Component Stocks that represent less than 4.5% of the total value of the Select Sector Index. This redistribution process will be repeated as necessary until at least 50% of the value of the Select Sector Index is accounted for by Component Stocks representing no more than 4.8% of the total value of the Select Sector Index. If necessary, this reallocation process may take place more than once to ensure that the Select Sector Index and the Select Sector SPDR Fund portfolio based upon it conform to the requirements for qualification of the Select Sector SPDR Fund as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

This occurs at the closing prices of the second Friday of March, June, September and December and becomes effective after the market close on the third Friday of March, June, September and December.

If, on the second to last business day of March, June, September, or December a company has a weight greater than 24% or the sum of the companies with weights greater than 4.8% exceeds 50%, a secondary rebalancing will be triggered with the rebalancing effective date being after the close of the last business day of the month. This secondary rebalancing will use the closing prices as of the second to last business day of March, June, September, or December, and membership, shares outstanding, and investable weight factors as of the rebalancing effective date.

The Index Compilation Agent at any time may determine that a Component Stock which has been assigned to one Select Sector Index has undergone such a transformation in the composition of its business that it should be removed from that Select Sector Index and assigned to a different Select Sector Index. In the event that the Index Compilation Agent notifies the index calculation agent that a Component Stock’s Select Sector Index assignment should be changed, the index calculation agent will disseminate notice of the change following its standard procedure for announcing index changes and will implement the change in the affected Select Sector Indices on a date no less than one week after the initial dissemination of information on the sector change to the maximum extent practicable. It is not anticipated that Component Stocks will change sectors frequently. Component Stocks removed from and added to the SPX will be deleted from and added to the appropriate Select Sector Index on the same schedule used by S&P for additions and deletions from the SPX insofar as practicable.

 

 

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Validity of the Notes

In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale of the notes has been duly authorized by all necessary corporate action of the Bank in conformity with the Senior Indenture, and when this pricing supplement has been attached to, and duly notated on, the master note that represents the notes, the notes will have been validly executed and issued and, to the extent validity of the notes is a matter governed by the laws of the Province of Ontario, or the laws of Canada applicable therein, and will be valid obligations of the Bank, subject to the following limitations (i) the enforceability of the Senior Indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors’ rights generally; (ii) the enforceability of the Senior Indenture may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian currency and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and (iv) the enforceability of the Senior Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the Senior Debt Indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and the federal laws of Canada applicable thereto. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated March 25, 2025, which has been filed as Exhibit 5.3 to Bank of Montreal’s Form 6-K filed with the SEC and dated March 25, 2025.

In the opinion of Mayer Brown LLP, when this pricing supplement has been attached to, and duly notated on, the master note that represents the notes, and the notes have been issued and sold as contemplated herein, the notes will be valid, binding and enforceable obligations of Bank of Montreal, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by the laws of the Province of Ontario, or the laws of Canada applicable therein, Mayer Brown LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by Osler, Hoskin & Harcourt LLP, Canadian legal counsel for the issuer, in its opinion expressed above. This opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on the Bank of Montreal and other sources as to certain factual matters, all as stated in the legal opinion of Mayer Brown LLP dated March 25, 2025, which has been filed with the SEC as an exhibit to a report on Form 6-K by the Bank of Montreal on March 25, 2025.

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FAQ

What did BERZ disclose about the new Bank of Montreal notes?

Bank of Montreal priced US$540,000 of XLY-linked Capped Buffer Enhanced Return Notes with 150.00% upside participation and a 38.30% maximum return.

How do the XLY-linked notes handle downside risk for BERZ investors?

A 15.00% buffer protects principal to that threshold; below it, losses match the excess decline 1:1, up to an 85.00% loss at maturity.

What is the maximum payoff and cap for the Bank of Montreal notes?

The Maximum Redemption Amount is $1,383.00 per $1,000 in principal, which equals a 38.30% maximum return.

When do the XLY-linked notes price, value, and mature?

Pricing Date October 10, 2025; Valuation Date October 11, 2028; Maturity Date October 16, 2028.

What are the offering economics for the Bank of Montreal notes?

Price to public 100% ($540,000), agent’s commission 0.50% ($2,700), and proceeds to Bank of Montreal 99.50% ($537,300).

What is the estimated initial value of the notes?

The estimated initial value is $972.13 per $1,000, reflecting offering, structuring, and hedging costs.

Are the notes listed or interest-bearing?

They pay no interest and will not be listed on any securities exchange; repayment depends on XLY and issuer credit.
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