BMO sells transportation and vendor finance units

BMO Financial Group has signed a definitive agreement to sell its Transportation Finance and Vendor Finance businesses, including related U.S. and Canadian loan and lease portfolios totaling approximately C$14.5 billion as of March 31, 2026, to Stonepeak.

Rhea-AI Filing Summary

BMO Financial Group has signed a definitive agreement to sell its Transportation Finance and Vendor Finance businesses, including related U.S. and Canadian loan and lease portfolios totaling approximately C$14.5 billion as of March 31, 2026, to Stonepeak.

Stonepeak will pay cash plus a potential earnout tied to future performance, and BMO will reinvest part of the proceeds for an approximate 19.9% equity interest in the new entity. BMO expects to classify the businesses as held for sale and record a net after-tax charge of about C$0.9 billion in the third quarter of 2026, mainly related to goodwill. On a pro forma basis, the deal is expected to improve BMO’s common equity Tier 1 capital ratio by about 28 basis points and be accretive to return on equity, with little effect on future run-rate earnings. Closing is targeted for the fourth quarter of fiscal 2026, subject to regulatory approvals and customary conditions.

Insights

Banking sector analyst

BMO trades a niche lending platform for capital relief and strategic focus.

BMO is selling transportation and vendor finance assets of about C$14.5 billion to Stonepeak for cash plus an earnout, while retaining roughly a 19.9% equity interest. This converts risk‑weighted assets into capital and a minority stake.

The bank expects a net after-tax charge of about C$0.9 billion in Q3 2026, primarily goodwill, treated as an adjusting item in Corporate Services. Management guides to a pro forma boost of roughly 28 basis points in the common equity Tier 1 capital ratio and accretion to return on equity.

The transaction is framed as having no significant impact on future run-rate earnings, suggesting BMO is giving up low-return balance sheet usage rather than core profit drivers. Execution now depends on closing in Q4 fiscal 2026 and how the new structure performs against the earnout criteria.

Key Figures

Loan and lease portfolio sold: C$14.5 billion Equity stake in new entity: 19.9% Net after-tax charge: C$0.9 billion +3 more

6 metrics

Loan and lease portfolio sold C$14.5 billion Transportation and Vendor Finance portfolio in U.S. and Canada as of March 31, 2026

Equity stake in new entity 19.9% BMO’s approximate equity interest after reinvestment of part of the consideration

Net after-tax charge C$0.9 billion Expected in third quarter 2026, primarily goodwill, reported in Corporate Services

CET1 ratio impact 28 bps Expected pro forma improvement in common equity Tier 1 capital ratio

Total assets $1.5 trillion BMO total assets as of January 31, 2026

Stonepeak assets under management US$88 billion Stonepeak AUM as referenced in the release

Key Terms

held for sale, common equity Tier 1 (CET1) ratio, earnout, return on equity, +2 more

6 terms

held for sale financial

"For accounting purposes, the businesses will be classified as held for sale"

An asset or a group of assets classified as 'held for sale' is one the company intends to sell rather than keep using, and management has committed to that plan with an active effort to find a buyer. Investors care because these items are removed from ongoing operating results and valued differently, offering a clearer view of the business’s continuing performance—think of it like marking a piece of furniture for the garage sale rather than counting it as part of your regular household setup.

common equity Tier 1 (CET1) ratio financial

"expected to improve the bank’s common equity Tier 1 (CET1) ratio by approximately 28 bps"

The common equity tier 1 (CET1) ratio is a measure of a bank’s financial strength, showing how much high-quality capital it has compared to its risk-weighted assets. Think of it as a safety buffer or cushion that helps ensure the bank can withstand financial stress. A higher CET1 ratio indicates a stronger position, which is important for investors because it signals greater stability and resilience.

earnout financial

"cash consideration and an earnout contingent upon the business achieving specified future performance targets"

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

return on equity financial

"expected to improve the bank’s common equity Tier 1 (CET1) ratio by approximately 28 bps ... and be accretive to the bank’s return on equity"

Return on equity shows how effectively a company uses its shareholders' money to generate profit. It is calculated by dividing the company's net profit by its shareholders' equity, indicating how much profit is earned for each dollar invested by owners. Higher return on equity suggests the company is good at turning investments into earnings, which can be an important factor for investors assessing its profitability and efficiency.

risk weighted assets financial

"approximately 28 bps primarily from the reduction in risk weighted assets"

Risk weighted assets (RWA) are a way banks and regulators treat different assets as if they carry different levels of risk, assigning each asset a weight based on how likely it is to lose value. Investors use RWA to judge how much capital a bank must keep on hand to absorb losses; higher RWA means the lender needs more capital and may have less room to lend or return money to shareholders. Think of it as packing fragile and sturdy items differently when calculating how much protective padding you need.

adjusting item financial

"reported in the Corporate Services segment and treated as an adjusting item"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What businesses is BMO (BMO) selling to Stonepeak?

BMO is selling its Transportation Finance and Vendor Finance businesses, including related loan and lease portfolios in the United States and Canada. These businesses provide truck, trailer, and equipment financing through dealers and original equipment manufacturers, with a combined portfolio of about C$14.5 billion as of March 31, 2026.

How large is the BMO (BMO) transportation and vendor finance portfolio being sold?

The combined Transportation and Vendor Finance portfolio totals about C$14.5 billion in loans and leases across the United States and Canada as of March 31, 2026. This reflects a sizable specialized finance book that BMO is moving off balance sheet while retaining an equity interest in the new entity.

What financial impact does the sale have on BMO (BMO)?

BMO expects a net after-tax charge of about C$0.9 billion in the third quarter of 2026, mainly related to goodwill. On a pro forma basis, the transaction is expected to increase the common equity Tier 1 capital ratio by roughly 28 basis points and be accretive to return on equity.

Will the BMO (BMO) transaction affect future earnings?

The transaction is not expected to significantly impact BMO’s future run-rate earnings. Management indicates that, despite removing a C$14.5 billion portfolio from the balance sheet, the deal should be accretive to return on equity while having limited effect on ongoing earnings levels for the bank.

What stake will BMO (BMO) retain in the sold businesses?

BMO plans to invest for an approximate 19.9% equity interest in the new entity formed with Stonepeak. This gives BMO ongoing economic exposure to future income from the transportation and vendor finance businesses through a more capital-efficient, minority ownership structure after closing.

When is the BMO (BMO) sale to Stonepeak expected to close?

The transaction is expected to close in the fourth quarter of fiscal 2026, subject to regulatory approvals and customary closing conditions. Until those approvals are obtained and conditions satisfied, the businesses will be classified as held for sale for accounting purposes at BMO.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 05:57 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of: May, 2026 Commission File Number: 001-13354

BANK OF MONTREAL

(Name of Registrant)

100 King Street West
1 First Canadian Place		129 rue Saint-Jacques
Toronto, Ontario		Montreal, Quebec
Canada, M5X 1A1		Canada, H2Y 1L6
(Executive Offices)		(Head Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐   Form 40-F ☒

INCORPORATION BY REFERENCE

The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the following registration statements of the registrant on file with and declared effective by the SEC:

1. Registration Statement – Form F-3 – File No. 333-214934

2. Registration Statement – Form F-3 – File No. 333-285508

3. Registration Statement – Form S-8 – File No. 333-191591

4. Registration Statement – Form S-8 – File No. 333-180968

5. Registration Statement – Form S-8 – File No. 333-177579

6. Registration Statement – Form S-8 – File No. 333-177568

7. Registration Statement – Form S-8 – File No. 333-176479

8. Registration Statement – Form S-8 – File No. 333-175413

9. Registration Statement – Form S-8 – File No. 333-175412

10. Registration Statement – Form S-8 – File No. 333-113096

11. Registration Statement – Form S-8 – File No. 333-14260

12. Registration Statement – Form S-8 – File No. 33-92112

13. Registration Statement – Form S-8 – File No. 333-207739

14. Registration Statement – Form S-8 – File No. 333-237522

15. Registration Statement – Form S-8 – File No. 333-276007

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Press Release - BMO Announces Strategic Sale of Transportation and Vendor Finance Businesses

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				BANK OF MONTREAL
				By:		/s/ Rahul Nalgirkar
				Name:		Rahul Nalgirkar
				Title:		Chief Financial Officer
Date: May 11, 2026				By:		/s/ Pascale Elharrar
				Name:		Pascale Elharrar
				Title:		Corporate Secretary

Exhibit 99.1

NEWS

FOR IMMEDIATE RELEASE

BMO Announces Strategic Sale of Transportation and Vendor Finance Businesses

● Supports BMO’s strategy to elevate returns and accelerate growth; transaction accretive to capital ratios and ROE

● Positions these premier businesses for continued growth in an efficient capital structure

● BMO to invest in a 19.9% equity interest, enabling continued participation in the businesses’ long-term value creation

TORONTO and CHICAGO, May 11, 2026 – BMO Financial Group (TSX: BMO) (NYSE: BMO) today announced the signing of a definitive agreement with Stonepeak for the sale of BMO’s Transportation Finance and Vendor Finance businesses, including related loan portfolios in the United States and Canada.

The transaction will advance BMO’s strategic priorities by improving capital efficiency and sharpening its focus on core markets where the bank has deep client relationships and attractive long-term growth opportunities.

“This transaction is consistent with BMO’s focus on delivering sustained profitable growth, and enables us to invest in areas that deliver the full power of BMO to our clients,” said Aron Levine, President, BMO U.S. “We’re allocating capital to areas with strong potential for long-term value creation while obtaining an equity interest in future income of the transportation and vendor finance businesses through a more capital efficient structure. Following the transition, Stonepeak will continue to provide best-in-class client experiences, supported by its strong global infrastructure platform and deep expertise in transportation-focused asset leasing.”

BMO’s Transportation Finance business provides specialized financing for trucks and trailers predominantly through dealer-managed relationships, and its Vendor Finance business offers equipment financing through original equipment manufacturers and their dealer networks. The combined loan and lease portfolio in the United States and Canada totals approximately C$14.5 billion as of March 31, 2026.

Headquartered in New York, Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately US$88 billion of assets under management. Stonepeak’s target sectors include transportation and logistics, digital infrastructure, energy and energy transition, and real estate.

“Building on decades of sector expertise, BMO Transportation and Vendor Finance has established itself as one of North America’s premier transportation financing platforms,” said Will Schleier, Senior Managing Director at Stonepeak. “We are excited to work closely with BMO and the outstanding leadership team in place to invest further in the business, build on its strong performance, and grow its commercial customer base while preserving the culture, reputation, and relationships that have made the business so successful to date.”

Transaction Highlights

Under the terms of the agreement, Stonepeak will acquire the assets of BMO’s Transportation Finance and Vendor Finance businesses for cash consideration and an earnout contingent upon the business achieving specified future performance targets. BMO will use a portion of the consideration to invest an approximate 19.9% equity interest in the new entity.

For accounting purposes, the businesses will be classified as held for sale, and BMO expects to record a net after-tax charge of approximately C$0.9 billion primarily related to goodwill in the third quarter of 2026, which will be reported in the Corporate Services segment and treated as an adjusting item. This amount is subject to closing adjustments and foreign exchange rates prevailing at the date of closing.

Transaction aligns with BMO’s strategy to elevate returns

On a pro forma basis, the transaction is expected to improve the bank’s common equity Tier 1 (CET1) ratio by approximately 28 bps primarily from the reduction in risk weighted assets and be accretive to the bank’s return on equity. The transaction is not expected to have a significant impact on the bank’s future run rate earnings.

The transaction is expected to close in the fourth quarter of fiscal 2026, subject to regulatory approvals and customary closing conditions. BMO and Stonepeak will work together to ensure a smooth transition.

For additional information about this transaction please refer to the BMO Investor Relations website at www.bmo.com/main/about-bmo/investor-relations/acquisitions

In connection with the transaction, BMO Capital Markets and BofA Securities acted as BMO’s financial advisors. Sullivan & Cromwell LLP and Osler, Hoskin & Harcourt LLP acted as legal counsel to BMO. Skadden, Arps, Slate, Meagher & Flom LLP and Blake, Cassels & Graydon LLP acted as legal counsel to Stonepeak.

-30-

About BMO Financial Group

BMO Financial Group is the eighth largest bank in North America by assets, with total assets of $1.5 trillion as of January 31, 2026. Serving clients for 200 years and counting, BMO is a diverse team of highly engaged employees providing a broad range of personal and commercial banking, wealth management, global markets and investment banking products and services to approximately 13 million clients across Canada, the United States, and in select markets globally. Driven by a single purpose, to Boldly Grow the Good in business and life, BMO is committed to driving positive change in the world, and making progress for a thriving economy, sustainable future, and stronger communities.

About Stonepeak

Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $88 billion of assets under management. Through its investment in defensive, hard-asset businesses globally, Stonepeak aims to create value for its investors and portfolio companies, with a focus on downside protection and strong risk-adjusted returns. Stonepeak, as sponsor of private equity and credit investment vehicles, provides capital, operational support, and committed partnership to grow investments in its target sectors, which include digital infrastructure, energy and energy transition, transport and logistics, and real estate. Stonepeak is headquartered in New York with offices in Houston, Washington, D.C., London, Hong Kong, Seoul, Singapore, Sydney, Tokyo, Abu Dhabi, and Riyadh. For more information, please visit www.stonepeak.com.

Caution Regarding Forward Looking Statements

Certain statements in this press release are forward-looking statements. All such statements are made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. These forward-looking statements include, but are not limited to, statements with respect to the expected closing of the proposed transaction, the potential payment of an earn-out, the financial, operational and capital impact of the proposed transaction, the future performance of the transportation and vendor finance businesses, our strategies or future actions, our targets and commitments, expectations for our financial condition and capital position, and include statements made by our management. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “will”, “may” or negative or grammatical variations thereof.

By their nature, forward-looking statements are based on various assumptions and are subject to inherent risks and uncertainties. We caution readers of this press release not to place undue reliance on our forward-looking statements as the assumptions underlying such statements may not turn out to be correct and a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Such factors include, but are not limited to: the possibility that the proposed transaction does not close when expected or at all because required regulatory approvals and other conditions to closing are not received or satisfied on a timely basis or at all or are received subject to adverse conditions or requirements; the anticipated benefits from the proposed transaction, such as it being accretive to BMO’s return on equity, improving BMO’s common equity Tier 1 capital ratio (CET 1 ratio) and receiving a payment in respect of the earnout, are not realized in the time frame anticipated or at all as a result of the performance of the transportation and vendor finance businesses, changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement; reputational risks and the reaction of BMO’s customers and employees to the transaction; diversion of management time on transaction-related issues; and those other factors discussed in the Risks That May Affect Future Results section, and the sections related to credit and counterparty, market, liquidity and funding, operational non-financial, legal and regulatory compliance, strategic, environmental and social, and reputation risk, in the Enterprise-Wide Risk Management section of BMO’s 2025 Annual Report, and the Risk Management section in BMO’s First Quarter 2026 Report to Shareholders, all of which outline certain key factors and risks that may affect our future results and our ability to anticipate and effectively manage risks arising from all of the foregoing factors. We caution that the foregoing list is not exhaustive of all possible factors. These factors should be considered in addition to other uncertainties and potential events, and the inherent uncertainty of forward-looking statements.

Assumptions about BMO expected financial performance (including balance sheet, income statement and regulatory capital figures), expected closing date of the proposed transaction, restructuring costs, and assumed accounting treatment were considered in estimating the impact of the transaction on BMO’s return on equity and CET1 ratio.

BMO does not undertake to update any forward-looking statement, whether written or oral, that may be made, from time to time, by the organization or on its behalf, except as required by law.

Media Contact:

Jeff Roman

jeff.roman@bmo.com

(416) 867-3996

Investor Relations Contact:

Christine Viau

Christine.viau@bmo.com

(416) 867-6958

Bill Anderson

bill2.anderson@bmo.com

(416) 867-7834

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 17.3 KB