The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these
notes in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-285508
Subject to Completion, dated June
27, 2025
Pricing Supplement dated June ,
2025 (To Product Supplement No. ELN-1 dated March 25, 2025, Underlying Supplement No. ELN-1 dated March 25, 2025, Prospectus Supplement
dated March 25, 2025 and Prospectus dated March 25, 2025)
 |
Bank of Montreal
Senior Medium-Term Notes, Series K
$
Autocallable Buffered Nasdaq-100 Index®-Linked
Notes due |
The notes do not bear interest. The
notes will mature on the stated maturity date (set on the trade date and expected to be the second scheduled business day following the
determination date) unless they are automatically called on the call observation date (expected to be within the range of 12 and 14 months
following the trade date). If the closing level of the Nasdaq-100 Index® on the call observation date is greater than or
equal to the initial underlier level (set on the trade date and expected to be the closing level of the underlier on the trade date),
the notes will be automatically called, and on the call payment date you will receive, for each $1,000 principal amount of your notes,
a cash settlement amount equal to the principal amount of your notes plus the product of the principal amount of your notes
times the call premium (expected to be within the range of 8.85% and 10.38%).
If
your notes are not automatically called, the amount that you will be paid on your notes on the stated maturity date will be based
on the performance of the Nasdaq-100 Index®
as measured from the trade date to and including the determination
date (expected to be approximately 24 months following the trade date). If the final underlier level on the determination date is greater
than or equal to the initial underlier level, the return on your notes will be positive and will be equal to the greater of (i) the maturity
date premium (expected to be within the range of 17.70% and 20.76%) and (ii) the upside participation rate of 200% times the underlier
return. If the final underlier level declines by up to 10.00%
from the initial underlier level, you will receive the principal amount of your notes. If the final underlier level declines by more than
10.00% from the initial underlier level, the return on your notes will be negative and you will lose approximately 1.1111% of the principal
amount of your notes for every 1% that the final underlier level has declined below 90.00% of the initial underlier level. You
could lose some, or all, of the principal amount of your notes.
If
your notes are not automatically called, to determine your payment at maturity, we will calculate the underlier return,
which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the stated maturity date,
for each $1,000 principal amount of your notes, you will receive an amount in cash equal to:
| ● | if the underlier return is
zero or positive (the final underlier level is equal to or greater than the initial underlier level), the
sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the greater of (1) the maturity date premium
and (2) the upside participation rate times the underlier return; |
| ● | if the underlier return is negative but not below -10.00% (the final underlier level
is less than the initial underlier level, but not by more than 10.00%), $1,000; or |
| ● | if the underlier return is
negative and is below -10.00% (the final underlier level is less than the initial underlier level by more than 10.00%),
the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the buffer rate of approximately 111.11%
times (c) the sum of the underlier return plus 10.00%. This
amount will be less than $1,000 and could be zero. |
The notes will not be listed on any securities exchange and are designed
to be held to maturity.
The estimated initial value of the notes determined by us as of the
trade date, which we refer to as the initial estimated value, is expected to be within the range of $949.00 and $979.00 per $1,000 principal
amount of notes and will be less than the original issue price. However, as discussed in more detail in this pricing supplement, the actual
value of the notes at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Value of the Notes”
in this pricing supplement.
The notes involve risks not associated with an investment in conventional
debt securities. See “Selected Risk Considerations” beginning on page PS-8 herein and “Risk Factors” beginning
on page PS-5 of the accompanying product supplement, page S-2 of the prospectus
supplement and page 9 of the prospectus.
The notes are the unsecured obligations of Bank of Montreal, and, accordingly,
all payments on the notes are subject to the credit risk of Bank of Montreal. If Bank of Montreal defaults on its obligations, you could
lose some or all of your investment. The notes are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund,
the Canada Deposit Insurance Corporation or any other governmental agency.
The notes are not bail-inable notes and are not 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.
Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these notes or passed upon the accuracy or adequacy of this pricing
supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to
the contrary is a criminal offense.
|
Original
Issue Price |
|
Underwriting
Discount(1) |
|
Proceeds
to Bank of
Montreal |
Per Note |
$1,000.00 |
|
$20.00 |
|
$980.00 |
Total |
$ |
|
$ |
|
$ |
(1) BMO Capital Markets Corp. (“BMOCM”), our subsidiary, is the agent for the distribution of the notes. See “Supplemental Plan of Distribution” in this pricing supplement for further information. |
BMO
CAPITAL MARKETS
Terms of the
Notes
Issuer: |
Bank of Montreal |
|
|
Underlier: |
Nasdaq-100 Index® (Bloomberg ticker symbol: NDX) |
|
|
Trade Date: |
|
|
|
Original Issue
Date: |
Expected to be the fifth scheduled business day following the trade date |
|
|
Principal Amount: |
$1,000 per note. |
|
|
Automatic Call: |
If the closing level of the underlier on the call observation date
is greater than or equal to the initial underlier level, the notes will be automatically called, and on the call payment date you will
receive a cash settlement amount per note in U.S. dollars equal to the principal amount plus the product of the principal
amount times the call premium.
If the notes are automatically called, the positive return on the
notes will be limited to the call premium, even if the closing level of the underlier on the call observation date significantly exceeds
the initial underlier level. If the notes are automatically called, you will not participate in any appreciation of the underlier.
If the notes are automatically called, they will cease to be outstanding
on the call payment date and you will have no further rights under the notes after the call payment date.
|
|
|
Call Observation
Date: |
The call observation date will be set on the trade date and is expected to be within the range of 12 and 14 months following the trade date, subject to postponement as described under “—Market Disruption Events and Postponement Provisions” below. |
|
|
Call Premium: |
Expected to be within the range of 8.85% and 10.38% (to be set on the trade date) |
|
|
Call Payment Date: |
The call payment date will be set on the trade date and is expected to be the second scheduled business day following the call observation date, subject to postponement as described under “—Market Disruption Events and Postponement Provisions” below. |
|
|
Determination
Date: |
The determination date will be set on the trade date and is expected to be approximately 24 months following the trade date, subject to postponement as described under “—Market Disruption Events and Postponement Provisions” below. |
|
|
Stated Maturity
Date: |
The stated maturity date will be set on the trade date and is expected to be the second scheduled business day following the determination date, subject to postponement as described under “—Market Disruption Events and Postponement Provisions” below. |
|
|
Maturity Date
Premium: |
Expected to be within the range of 17.70% and 20.76% (to be set on the trade date) |
Cash Settlement
Amount (on the
stated maturity
date, if the notes
are not
automatically
called): |
If your notes are not automatically called, on the stated maturity
date, you will receive a cash payment in U.S. dollars equal to the cash settlement amount. The cash settlement amount per note will equal:
● if
the final underlier level is greater than or equal to the initial underlier level, the
sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the greater of (1) the maturity date premium
and (2) the upside participation rate times the underlier return;
● if
the final underlier level is less than the initial underlier level but greater than or equal to the buffer level,
$1,000; or
● if the final underlier
level is less than the buffer level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times
(b) the buffer rate times (c) the sum of the underlier return plus the buffer amount.
If the final underlier level is less than the buffer level, you
will lose some, and possibly all, of the principal amount of your notes at maturity.
|
|
|
Initial Underlier
Level: |
, the closing level of the underlier on the trade date |
|
|
Final Underlier
Level: |
the closing level of the underlier on the determination date. |
|
|
Upside
Participation Rate: |
200% |
|
|
Underlier Return: |
the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage |
|
|
Buffer Level: |
, which is equal to 90.00% of the initial underlier level |
|
|
Buffer Rate: |
the quotient of the initial underlier level divided by the buffer level, which equals approximately 111.11% |
|
|
Buffer Amount: |
10.00% |
|
|
Closing Level: |
Closing level has the meaning set forth under “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Certain Definitions” in the accompanying product supplement. |
|
|
Calculation Agent: |
BMO Capital Markets Corp. (“BMOCM”) |
|
|
Material Tax
Consequences: |
For a discussion of material U.S. federal income tax consequences and Canadian federal income tax consequences of the ownership and disposition of the notes, see “United States Federal Income Tax Considerations” below and the sections of the product supplement entitled “United States Federal Income Tax Considerations” and “Canadian Federal Income Tax Consequences.” |
|
|
Market Disruption
Events and
Postponement
Provisions: |
The call observation date and the determination date are subject to
postponement due to non-scheduled trading days and the occurrence of a market disruption event. In addition, the call payment date or
the stated maturity date will be postponed if the call observation date or the stated maturity date, as applicable, is postponed and will
be adjusted for non-business days.
For more information regarding adjustments to the call observation
date, the call payment date, the determination date and the stated maturity date, see “General Terms of the Notes—Consequences
of a Market Disruption Event; Postponement of a Valuation Date—Notes Linked to a Single Underlier” and “—Payment
Dates” in the accompanying product supplement. For purposes of the accompanying product supplement each of the call observation
date and the determination date is a “valuation date” and the call payment date and the stated maturity date is a “payment
date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General
Terms of the Notes—Certain Terms for Notes Linked to an Index—Market Disruption Events” in the accompanying product
supplement.
|
|
|
Supplemental
Provisions: |
For purposes of the notes, the provisions set forth under “General Terms of the Notes—Change-in-Law Events” in the accompanying product supplement are not applicable. |
|
|
Denominations: |
$1,000 and any integral multiple of $1,000. |
|
|
CUSIP / ISIN: |
06376EMK5 / US06376EMK54 |
Additional Information about the Issuer and
the Notes
You should read this pricing supplement together with product supplement
no. ELN-1 dated March 25, 2025, underlying supplement no. ELN-1 dated March 25, 2025, the prospectus supplement dated March 25, 2025 and
the prospectus dated March 25, 2025 for additional information about the notes. To the extent that disclosure in this pricing supplement
is inconsistent with the disclosure in the product supplement, underlying supplement, prospectus supplement or prospectus, the disclosure
in this pricing supplement will control. Certain defined terms used but not defined herein have the meanings set forth in the product
supplement, prospectus supplement or prospectus.
Our Central Index Key, or CIK, on the SEC website is 927971. When we
refer to “we,” “us” or “our” in this pricing supplement, we refer only to Bank of Montreal.
You may access the product supplement, underlying supplement, prospectus
supplement and prospectus on the SEC website 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 No. ELN-1 dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000121465925004723/o321252424b2.htm
| · | Underlying Supplement No. ELN-1 dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000121465925004728/r321250424b2.htm
| · | Prospectus Supplement and Prospectus dated March 25, 2025: |
https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm
Estimated Value of the Notes
Our estimated initial value of the notes 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 is based on market conditions at the time it is calculated.
For more information about the estimated initial
value of the notes, see “Selected Risk Considerations” below.
Hypothetical
Examples
The following examples are provided for purposes of illustration only.
The examples should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the
impact that the various hypothetical closing levels of the underlier on the call observation date and on the determination date could
have on whether the notes are automatically called and the cash settlement amount at maturity, assuming all other variables remain constant
and are not intended to predict the actual closing levels of the underlier.
The information in the following examples reflects hypothetical rates
of return on the notes assuming that they are purchased on the original issue date at a price equal to the principal amount and held to
the call payment date or the stated maturity date, as applicable. If you sell your notes in any secondary market prior to the stated maturity
date, your return will depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that
are not reflected in the examples below. Such factors are described under “Selected Risk Considerations—The Value of the Notes
Prior to Maturity Will Be Affected by Numerous Factors, Some of Which Are Related in Complex Ways” below. In addition, the estimated
value of the notes will be less than the original issue price. For more information on the estimated value of your notes, see “Estimated
Value of the Notes” above and “Selected Risk Considerations” below.
The information in the examples also reflects the key terms and assumptions
in the box below.
Key Terms and Assumptions |
Principal amount |
$1,000 |
Call premium |
8.85% |
Maturity date premium |
17.70% |
Upside participation rate |
200% |
Buffer level |
90.00% of the initial underlier level |
Buffer rate |
approximately 111.11% |
Buffer amount |
10.00% |
|
|
Neither a market disruption event nor a non-scheduled trading day occurs on the originally scheduled call observation date or the originally scheduled determination date |
No change in or affecting any of the securities included in the underlier or the method by which the index sponsor calculates the underlier |
|
Notes purchased on original issue date at a price equal to the principal amount and held to the call payment date or the stated maturity date, as applicable |
Moreover, we have not yet set the initial underlier level that will
serve as the baseline for determining the underlier return and the amount that we will pay on your notes, if any, on the call payment
date or at maturity. We will not do so until the trade date. As a result, the actual initial underlier level may differ substantially
from the closing level of the underlier prior to the trade date.
For these reasons, the actual performance of the underlier over the
term of your notes, as well as whether the notes are automatically called on the call observation date and the actual cash settlement
amount on the call payment date or at maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical
closing levels of the underlier shown elsewhere in this pricing supplement. For information about the historical closing levels of the
underlier during recent periods, see “The Underlier—Historical Information” below.
Also, the hypothetical examples shown below do not take into account
the effects of applicable taxes.
Hypothetical Examples Of Payment Upon An Automatic Call
If your notes are automatically called
on the call observation date (i.e., the closing level of the underlier on the call observation date is greater than or equal
to the initial underlier level), the cash settlement amount that we would deliver per note on the call payment date would be
the sum of $1,000 plus the product of $1,000 times the call premium. If, for
example, the closing level of the underlier on the call observation date were determined to be 125.00% of the initial underlier level,
your notes would be automatically called and the cash settlement amount that we would deliver on your notes on the call payment date would
be 108.85% of the principal amount, or $1,088.50 per note. Even though the underlier appreciated by 25.00% from its initial underlier
level to its closing level on the call observation date in this example, your return is limited to the call premium of 8.85%.
Hypothetical Examples Of Payment at Maturity
If the notes are not automatically called on the call observation
date (i.e., the closing level of the underlier on the call observation date is less than the initial underlier level), the
cash settlement amount on the stated maturity date will depend on the performance of the underlier on the determination date, as shown
in the table below. The table below assumes that the notes have not been automatically called on the call observation date and reflects
hypothetical cash settlement amounts that you could receive on the stated maturity date. The levels in the left column of the table below
represent hypothetical final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right
column represent the hypothetical cash settlement amounts (at maturity), based on the corresponding hypothetical final underlier level
(expressed as a percentage of the initial underlier level), and are expressed as percentages of the principal amount of a note (rounded
to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash
payment that we would deliver for each $1,000 of the outstanding principal amount of the notes on the stated maturity date would equal
100.000% of the principal amount of a note, based on the corresponding hypothetical final underlier level and the assumptions noted above.
The Notes Have Not Been Automatically Called
|
Hypothetical Final Underlier Level
(as a Percentage of the Initial Underlier Level)
|
Hypothetical Cash Settlement Amount
(as a Percentage of the Principal Amount)
|
175.000% |
250.000% |
150.000% |
200.000% |
140.000% |
180.000% |
130.000% |
160.000% |
120.000% |
140.000% |
110.000% |
120.000% |
108.850% |
117.700% |
105.000% |
117.700% |
102.500% |
117.700% |
100.000% |
117.700% |
97.500% |
100.000% |
95.000% |
100.000% |
90.000% |
100.000% |
85.000% |
94.444% |
80.000% |
88.889% |
75.000% |
83.333% |
50.000% |
55.556% |
25.000% |
27.778% |
0.000% |
0.000% |
As shown in the table above:
| · | If the notes have not been automatically called and the final underlier level were determined to be 25.000% of the initial
underlier level, the cash settlement amount that we would deliver on your notes at maturity would be approximately 27.778% of the principal
amount of your notes. As a result, if you purchased your notes on the original issue date at the principal amount and held them to the
stated maturity date, you would lose approximately 72.222% of your investment. |
| · | If the notes have not been automatically called and
the final underlier level were determined to be 0.000% of the initial underlier level, you would lose your entire investment in the notes. |
Selected Risk
Considerations
The notes involve risks not associated with an
investment in conventional debt securities. Some of the risks that apply to an investment in the notes are summarized below, but we urge
you to read the more detailed explanation of the risks relating to the notes generally in the “Risk Factors” section of the
accompanying product supplement and prospectus supplement. You should reach an investment decision only after you have carefully considered
with your advisors the appropriateness of an investment in the notes in light of your particular circumstances.
Risks Relating To The Notes Generally
If The Notes Are Not Automatically Called And
The Final Underlier Level Is Less Than The Buffer Level, You Will Lose Some, And Possibly All, Of The Principal Amount Of Your Notes At
Maturity.
We will not repay you a fixed amount on the notes on the stated maturity
date. If the closing level of the underlier is less than the initial underlier level on the call date, the notes will not be automatically
called, and you will receive a cash settlement amount on the stated maturity date that will depend on the direction of and percentage
change in the final underlier level relative to the initial underlier level and the other terms of the notes. Because the level of the
underlier will be subject to market fluctuations, the cash settlement amount on the stated maturity date may be more or less, and possibly
significantly less, than the principal amount of your notes.
If the notes are not automatically called and the final underlier level
is less than the buffer level, the cash settlement amount will be less than the principal amount and you will lose approximately 1.1111%
of the principal amount for every 1% that the final underlier level is less than the buffer level. As a result, if the final underlier
level is less than the buffer level, you will lose some, and possibly all, of the principal amount per note at maturity. This is the case
even if the level of the underlier is greater than or equal to the initial underlier level or the buffer level at certain times during
the term of the notes.
If the notes are not automatically called and the final underlier level
is less than the initial underlier level, your return on the notes will be zero or negative, and therefore your yield on the notes will
be less than the yield you would earn if you bought a traditional interest-bearing debt security of Bank of Montreal or another issuer
with a similar credit rating with the same stated maturity date.
If The Notes Are Automatically Called, The Potential
Return On The Notes Is Limited To The Call Premium.
If the notes are automatically called, the potential return on the
notes is limited to the call premium, regardless of the performance of the underlier. The underlier may appreciate by significantly more
than the percentage represented by the call premium from the trade date through the call observation date, in which case an investment
in the notes will underperform a hypothetical alternative investment providing a 1-to-1 return based on the performance of the underlier.
If the notes are automatically called, you will no longer have the opportunity to participate in any appreciation of the underlier at
the upside participation rate.
The Notes Do Not Pay Interest.
The notes will not pay any interest. Accordingly, you should not invest
in the notes if you seek current income during the term of the notes.
You Will Be Subject To Reinvestment Risk.
If the notes are automatically called, the term of the notes will be
reduced. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return
for a similar level of risk in the event the notes are automatically called prior to maturity.
The Notes Are Subject To Credit Risk.
The notes are our obligations and are not, either directly or indirectly,
an obligation of any third party. Any amounts payable under the notes are subject to our creditworthiness and you will have no ability
to pursue any securities included in the underlier for payment. As a result, our actual and perceived creditworthiness may affect the
value of the notes and, in the event we were to default on our obligations under the notes, you may not receive any amounts owed to you
under the terms of the notes.
The U.S. Federal Income Tax Consequences Of An Investment In The
Notes Are Unclear.
There is no direct legal authority regarding the proper U.S. federal
income tax treatment of the notes and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”) with
respect to the notes. Consequently, significant aspects of the tax treatment of the notes are uncertain, and the IRS or a court might
not agree with our intended treatment of them, as described in “United States Federal Income Tax Considerations” below. If
the IRS were successful in asserting an alternative treatment of the notes, the tax consequences of the ownership and disposition of the
notes, including the timing and character of income recognized by U.S. investors, and the withholding tax consequences to non-U.S. investors,
might be materially and adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect
the U.S. federal income tax treatment of the notes, possibly retroactively.
You should review carefully the sections of this pricing supplement
and the accompanying product supplement entitled “United States Federal Income Tax Considerations” and consult your tax advisor
regarding the U.S. federal income tax consequences of an investment in the notes, as well as tax consequences arising under the laws of
any state, local or non-U.S. taxing jurisdiction.
The Call Payment Date Or The Stated Maturity Date, As Applicable,
Will Be Postponed If The Call Observation Date Or The Determination Date Is Postponed.
The call observation date and the determination date, as applicable,
will be postponed if the originally scheduled call observation date or the originally scheduled determination date is not a scheduled
trading day or if the calculation agent determines that a market disruption event has occurred or is continuing on such date. If such
a postponement occurs, the call payment date or the stated maturity date, as applicable, will be postponed. See “General Terms of
the Notes—Consequences of a Market Disruption Event; Postponement of a Valuation Date—Notes Linked to a Single Underlier”
and “—Payment Dates” in the accompanying product supplement.
Risks Relating To The Estimated Value Of The Notes And Any Secondary
Market
The Estimated Value Of The Notes On The Trade
Date, Based On Our Proprietary Pricing Models, Will Be Less Than The Original Issue Price.
Our initial estimated value of the notes is only an estimate, and is
based on a number of factors. The original issue price of the notes may exceed our initial estimated value, because costs associated with
offering, structuring and hedging the notes are included in the original issue price, but are not included in the estimated value. These
costs will include any underwriting discount and selling concessions and the cost of hedging our obligations under the notes through one
or more hedge counterparties (which may be one or more of our affiliates). Such hedging cost includes our or our hedge counterparty’s
expected cost of providing such hedge, as well as the profit we or our hedge counterparty expect to realize in consideration for assuming
the risks inherent in providing such hedge.
The Terms Of The Notes Are Not Determined By Reference
To The Credit Spreads For Our Conventional Fixed-Rate Debt.
To determine the terms of the notes, we use 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.
The Estimated Value Of The Notes Is Not An Indication Of The Price,
If Any, At Which We, BMOCM Or Any Other Person May Be Willing To Buy The Notes From You In The Secondary Market.
Our initial estimated value of the notes is derived using our internal
pricing models. This value is based on market conditions and other relevant factors, which include volatility of the underlier, dividend
rates and interest rates. Different pricing models and assumptions, including those used by other market participants, 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 trade date are expected to change, possibly rapidly, and our assumptions may prove to be incorrect. After the trade date, the
value of the notes could change dramatically due to changes in market conditions, our creditworthiness, and the other factors discussed
in the next risk factor. These changes are likely to impact the price, if any, at which we, BMOCM or any other party 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, BMOCM or any other party would be willing to buy your notes in any secondary market at any time.
For a period of approximately 3 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 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 3-month period.
The Value Of The Notes Prior To Maturity Will
Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the notes prior to stated maturity will
be affected by the then-current level of the underlier, interest rates at that time and a number of other factors, some of which are interrelated
in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, which
are described in more detail in the accompanying product supplement, are expected to affect the value of the notes: performance of the
underlier; interest rates; volatility of the underlier; time remaining to maturity; and dividend yields on the securities included in
the underlier. When we refer to the “value” of your notes, we mean the value you could receive for your notes if you are able
to sell them in the open market before the stated maturity date.
In addition to these factors, the value of the notes
will be affected by actual or anticipated changes in our creditworthiness. You should understand that the impact of one of the factors
specified above, such as a change in interest rates, may offset some or all of any change in the value of the notes attributable to another
factor, such as a change in the level of the underlier. Because numerous factors are expected to affect the value of the notes, changes
in the level of the underlier may not result in a comparable change in the value of the notes.
The Notes Will Not Be Listed On Any Securities
Exchange And We Do Not Expect A Trading Market For The Notes To Develop.
The notes will not be listed or displayed on any securities exchange.
Although the agent and/or its affiliates may purchase the notes from holders, they are not obligated to do so and are not required to
make a market for the notes. There can be no assurance that a secondary market will develop. Because we do not expect that any market
makers will participate in a secondary market for the notes, the price at which you may be able to sell your notes is likely to depend
on the price, if any, at which the agent is willing to buy your notes.
If a secondary market does exist, it may be limited. Accordingly, there
may be a limited number of buyers if you decide to sell your notes prior to maturity. This may affect the price you receive upon such
sale. Consequently, you should be willing to hold the notes to maturity.
Risks Relating To The Underlier
Whether The Notes Will Be Automatically Called And The Cash Settlement
Amount Will Depend Upon The Performance Of The Underlier And Therefore The Notes Are Subject To The Following Risks, Each As Discussed
In More Detail In The Accompanying Product Supplement.
| · | Investing In The Notes Is Not The Same As Investing In The Underlier. Investing in the notes is not equivalent to investing
in the underlier. As an investor in the notes, your return will not reflect the return you would realize if you actually owned and held
the securities included in the underlier for a period similar to the term of the notes because you will not receive any dividend payments,
distributions or any other payments paid on those securities. As a holder of the notes, you will not have any voting rights or any other
rights that holders of the securities included in the underlier would have. |
| · | Historical Levels Of The Underlier Should Not Be Taken As An Indication Of The Future Performance Of The Underlier During The Term
Of The Notes. |
| · | Changes That Affect The Underlier May Adversely Affect The Value Of The Notes, Whether The Notes Will Be Automatically Called And
The Cash Settlement Amount. |
| · | We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Underlier. |
| · | We And Our Affiliates Have No Affiliation With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information. |
The Notes Are Subject To Risks Relating To Non-U.S. Securities.
Because some of the equity securities composing
the Nasdaq-100 Index® are issued by non-U.S. issuers, an investment in the notes involves risks associated with the home
countries of those issuers. The prices of securities of non-U.S. companies may be affected by political, economic, financial and social
factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.
Risks Relating To Conflicts Of Interest
Our Economic Interests And Those Of Any Dealer Participating In
The Offering Are Potentially Adverse To Your Interests.
You should be aware of the following ways in which our economic interests
and those of any dealer participating in the distribution of the notes, which we refer to as a “participating dealer,” are
potentially adverse to your interests as an investor in the notes. In engaging in certain of the activities described below and as discussed
in more detail in the accompanying product supplement, our affiliates, or any participating dealer or its affiliates may take actions
that may adversely affect the value of and your return on the notes, and in so doing they will have no obligation to consider your interests
as an investor in the notes. Our affiliates, or any participating dealer or its affiliates may realize a profit from these activities
even if investors do not receive a favorable investment return on the notes.
| · | The calculation agent is our affiliate and may be required to make discretionary judgments that affect the return you receive on
the notes. BMOCM, which is our affiliate, will be the calculation agent for the notes. As calculation agent, BMOCM will determine
any values of the underlier and make any other determinations necessary to calculate any payments on the notes. In making these determinations,
BMOCM may be required to make discretionary judgments that may adversely affect any payments on the notes. See the sections entitled “General
Terms of the Notes—Certain Terms for Notes Linked to an Index—Market Disruption Events” and “—Discontinuance
of, or Adjustments to, an Index” in the accompanying product supplement. In making these discretionary judgments, the fact that
BMOCM is our affiliate may cause it to have economic interests that are adverse to your interests as an investor in the notes, and BMOCM’s
determinations as calculation agent may adversely affect your return on the notes. |
| · | The estimated value of the notes was calculated by us and is therefore not an independent third-party valuation. |
| · | Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the
notes and may adversely affect the level of the underlier. |
| · | Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are included
in the underlier may adversely affect the level of the underlier. |
| · | Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the underlier. |
| · | Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the underlier. |
| · | A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to
any selling concession and/or fee, creating a further incentive for the participating dealer to sell the notes to you.
|
The Underlier
The Nasdaq-100 Index® is a modified
market capitalization-weighted index that is designed to measure the performance of 100 of the largest non-financial companies listed
on The Nasdaq Stock Market. For more information about the Nasdaq-100 Index®, see “Description of Indices—The
Nasdaq-100 Index®” in the accompanying underlying supplement.
Historical Information
We obtained the closing levels of the underlier in the graph below
from Bloomberg Finance L.P., without independent verification.
The following graph sets forth daily closing levels of the underlier
for the period from January 2, 2020 to June 26, 2025. The closing level on June 26, 2025 was 22,447.29. The historical performance of
the underlier should not be taken as an indication of its future performance during the term of the notes.

United States Federal Income Tax Considerations
Although there is uncertainty regarding the U.S. federal income tax
consequences of an investment in the notes due to the lack of governing authority, in the opinion of our counsel Davis Polk & Wardwell
LLP, under current law, and based on current market conditions, it is reasonable to treat a note as a single financial contract that is
an “open transaction” for U.S. federal income tax purposes. However, because our counsel’s opinion is based in part
on market conditions as of the date of this document, it is subject to confirmation in the final pricing supplement. Assuming this treatment
of the notes is respected, the tax consequences are as outlined in the discussion under “United States Federal Income Tax Considerations—Tax
Consequences to U.S. Holders—Notes Treated as Open Transactions” in the accompanying product supplement.
We do not plan to request a ruling from the Internal Revenue Service
(the “IRS”) regarding the treatment of the notes. If the IRS were successful in asserting an alternative treatment of the
notes, the tax consequences of the ownership and disposition of the notes, including the timing and character of income recognized by
U.S. investors, and the withholding tax consequences to non-U.S. investors, might be materially and adversely affected. For example, under
one alternative characterization the notes may be treated as contingent payment debt instruments, which among other things would require
U.S. investors to accrue income periodically based on a “comparable yield” and generally would require non-U.S. investors
to certify their non-U.S. status on an IRS Form W-8 to avoid a 30% (or a lower treaty rate) U.S. withholding tax. In addition, the U.S.
Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid
forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations
or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any
legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect
the tax consequences of an investment in the notes, possibly with retroactive effect.
As discussed in the accompanying product supplement, Section 871(m)
of the Code and the Treasury regulations thereunder (“Section 871(m)”) generally impose a 30% (or lower treaty rate) withholding
tax on “dividend equivalents” paid or deemed paid to non-U.S. investors with respect to certain financial instruments linked
to equities that could pay U.S.-source dividends for U.S. federal income tax purposes (“underlying securities”), as defined
under the applicable Treasury regulations, or indices that include underlying securities. Section 871(m) generally applies to financial
instruments that substantially replicate the economic performance of one or more underlying securities, as determined based on tests set
forth in the applicable Treasury regulations. Pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January
1, 2027 that do not have a delta of one with respect to any underlying security. Based on the terms of the notes and current market conditions,
we expect that the notes will not have a delta of one with respect to any underlying security on the pricing date. However, we will provide
an updated determination in the final pricing supplement. Our determination is not binding on the IRS, and the IRS may disagree with this
determination. Section 871(m) is complex and its application may depend on a non-U.S. investor’s particular circumstances, including
whether the non-U.S. investor enters into other transactions with respect to an underlying security. If withholding is required, we will
not be required to pay any additional amounts with respect to the amounts so withheld. Non-U.S. investors should consult their tax advisors
regarding the potential application of Section 871(m) to the notes.
Both U.S. and non-U.S. investors considering an investment in the notes
should read the discussion under “United States Federal Income Tax Considerations” in the accompanying product supplement
and consult their tax advisors regarding all aspects of the U.S. federal income tax consequences of an investment in the notes, including
possible alternative treatments, and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution
BMOCM, our subsidiary, is the agent for the distribution of the notes
and will purchase the notes at the original issue price less the underwriting discount specified on the cover page of this pricing supplement.
BMOCM may resell the notes to other securities dealers at the original issue price of the notes less a concession not in excess of the
underwriting discount. In addition, a fee will be paid to iCapital Markets LLC, an electronic platform in which an affiliate of Goldman
Sachs & Co. LLC, who is acting as a dealer in connection with the distribution of the notes, holds an indirect minority equity interest,
for services it is providing in connection with this offering.
We expect to hedge our obligations through one or
more hedge counterparties (which may be one or more of our affiliates). The agent or another affiliate of ours expects to realize hedging
profits projected by its proprietary pricing models to the extent it assumes the risks inherent in hedging our obligations under the notes.
If any dealer participating in the distribution of the notes or any of its affiliates conducts hedging activities for us in connection
with the notes, that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such hedging
activities. Any such projected profit will be in addition to any discount or concession received in connection with the sale of the notes
to you.
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.
For a period of approximately 3 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 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 3 month period.
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.
See “Supplemental Plan of Distribution” in the accompanying
product supplement, “Supplemental Plan of Distribution (Conflicts of Interest) in the accompanying prospectus supplement and “Plan
of Distribution (Conflicts of Interest)” in the accompanying prospectus for more information.
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