[144] Toast, Inc. SEC Filing

Rhea-AI Filing Summary

Bank of Montreal (BMO) is issuing US$90,000 of Senior Medium-Term Notes, Series K—“Digital Return Barrier Notes” due July 3, 2030. The notes are unsecured, unsubordinated obligations linked to the least-performing of three U.S. equity benchmarks: the NASDAQ-100 Index (NDX), the Russell 2000 Index (RTY) and the Dow Jones Industrial Average (INDU).

Key economic terms

• Digital Return: 61.00% of principal.
• Digital Barrier Level: 100% of each index’s initial level (no decline permitted for the digital payout).
• Barrier Level: 70% of initial level. If the least-performing index closes below this level on the valuation date, principal is lost 1-for-1 with the index decline (up to −100%).
• Upside Participation: If the least-performing index gains more than 61%, holders receive full participation in that appreciation.
• Tenor: 5-year term, priced June 30 2025, settles July 3 2025, matures July 3 2030.
• Denomination: $1,000; CUSIP 06376EGB2.
• Issue price: 100% of face; agent’s commission 0.50%.
• Estimated initial value: $962.30 per $1,000 note (reflecting structuring and hedging costs).

Risk highlights

• No periodic interest and no principal protection below a 30% index decline.
• Performance tied solely to the worst-performing index; positive moves in the other two indices do not help if one underperforms.
• Credit risk: payments depend on BMO’s ability to pay; the notes are not FDIC or CDIC insured.
• Limited liquidity: the notes are not exchange-listed; any secondary trading is at the agent’s discretion and likely at a discount.
• Tax treatment uncertain; issuer assumes prepaid derivative contract characterization.

Illustrative payouts from the issuer’s table:

• Index up 10% → investor receives $1,610 (61% fixed return).
• Index unchanged → investor still receives $1,610 (61%).
• Index down 20% (above 70% barrier) → investor receives principal ($1,000).
• Index down 40% → investor receives $600 (40% loss).

Because the face amount is de minimis relative to BMO’s balance sheet and no new financial information about the bank is provided, the filing is not considered material to BMO equity investors. It is, however, essential for prospective purchasers of the specific structured note.

Insights

Structured Products Analyst

TL;DR – Small, bespoke 5-year note offers 61% digital upside but full downside beyond 30% drop; immaterial to BMO’s finances.

At just US$90k, the issuance is clearly a client-driven custom trade rather than a capital-raising event. The structure is straightforward: investors either earn a 61% fixed gain or track full upside if the worst-performing index appreciates beyond that threshold. Principal is at significant risk below a 70% barrier, exposing holders to equity downside while bearing BMO credit risk and lacking dividends. The initial value (96.23% of face) highlights typical embedded fees. Liquidity will be thin as the notes are unlisted, and any exit is through the issuer’s desk at a bid reflecting both market movements and dealer mark-downs. For BMO shareholders, the transaction’s scale is negligible and does not affect capital or earnings. For note buyers, the product may appeal to those seeking an equity-linked payoff with defined digital return but must be weighed against alternative investments such as buffered ETFs or conventional debt.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	13829	589011.69	498000000	07/02/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	07/01/2025	Restricted Stock Vesting	Issuer			13829	07/01/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Aman Narang 333 Summer Street Boston MA 02215	Class A	04/02/2025	9395	328802.45
Aman Narang 333 Summer Street Boston MA 02215	Class A	05/02/2025	1680	60631.37

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)