[424B2] MicroSectors Energy 3x Leveraged ETNs Prospectus Supplement
Bank of Montreal has issued $142,000 of Capped Buffer Enhanced Return Notes due December 31, 2026, linked to the Dow Jones Industrial Average (DJIA). The notes offer:
- 125% leveraged upside exposure to DJIA gains, capped at a maximum return of 13.40% ($1,134 per $1,000 principal)
- 20% downside buffer protection - no losses on first 20% of index decline
- 1:1 loss exposure beyond the 20% buffer, with potential for up to 80% principal loss
- Initial DJIA level: 42,982.43
- Buffer level: 34,385.94 (80% of initial)
Key risks include credit risk of Bank of Montreal, capped upside potential, and potential significant losses if DJIA declines more than 20%. Notes priced at $1,000 per unit with estimated initial value of $985.09. BMOCM serves as calculation agent and selling agent with 0.412% commission.
Bank of Montreal ha emesso note Capped Buffer Enhanced Return per un valore di 142.000$ con scadenza il 31 dicembre 2026, collegate al Dow Jones Industrial Average (DJIA). Le note offrono:
- esposizione al rialzo con leva 125% sui guadagni del DJIA, con un rendimento massimo del 13,40% (1.134$ per ogni 1.000$ di capitale)
- protezione buffer al ribasso del 20% - nessuna perdita sui primi 20% di ribasso dell’indice
- esposizione alle perdite 1:1 oltre il buffer del 20%, con possibile perdita fino all’80% del capitale
- Livello iniziale DJIA: 42.982,43
- Livello buffer: 34.385,94 (80% del valore iniziale)
I rischi principali comprendono il rischio di credito del Bank of Montreal, il potenziale di guadagno limitato e la possibilità di perdite significative se il DJIA scende oltre il 20%. Le note sono quotate a 1.000$ per unità con un valore iniziale stimato di 985,09$. BMOCM agisce come agente di calcolo e di vendita con una commissione dello 0,412%.
Bank of Montreal ha emitido notas Capped Buffer Enhanced Return por un valor de 142,000$, con vencimiento el 31 de diciembre de 2026, vinculadas al Dow Jones Industrial Average (DJIA). Las notas ofrecen:
- exposición al alza apalancada al 125% sobre las ganancias del DJIA, con un rendimiento máximo del 13,40% (1,134$ por cada 1,000$ de principal)
- protección de buffer a la baja del 20% - sin pérdidas en la primera caída del índice del 20%
- exposición a pérdidas 1:1 más allá del buffer del 20%, con posible pérdida de hasta el 80% del principal
- Nivel inicial del DJIA: 42,982.43
- Nivel de buffer: 34,385.94 (80% del nivel inicial)
Los riesgos clave incluyen el riesgo crediticio del Bank of Montreal, potencial de ganancia limitado y posibles pérdidas significativas si el DJIA cae más del 20%. Las notas se cotizan a 1,000$ por unidad con un valor inicial estimado de 985.09$. BMOCM actúa como agente de cálculo y agente de venta con una comisión del 0.412%.
뱅크 오브 몬트리올은 2026년 12월 31일 만기인 142,000달러 규모의 캡드 버퍼 인핸스드 리턴 노트를 발행했으며, 이는 다우 존스 산업평균지수(DJIA)에 연동됩니다. 해당 노트는 다음과 같은 조건을 제공합니다:
- DJIA 상승에 대해 125% 레버리지 상승 노출, 최대 수익률은 13.40% (원금 1,000달러당 1,134달러)
- 20% 하락 버퍼 보호 - 지수 하락의 첫 20% 구간에서는 손실 없음
- 버퍼 20% 초과 손실에 대해 1:1 손실 노출, 최대 80% 원금 손실 가능성
- 초기 DJIA 수준: 42,982.43
- 버퍼 수준: 34,385.94 (초기 수준의 80%)
주요 위험 요소는 뱅크 오브 몬트리올의 신용 위험, 수익 상한 제한, DJIA가 20% 이상 하락할 경우 상당한 손실 가능성을 포함합니다. 노트는 단위당 1,000달러에 가격이 책정되었으며, 추정 초기 가치는 985.09달러입니다. BMOCM은 계산 대리인 및 판매 대리인으로서 0.412%의 수수료를 부과합니다.
Bank of Montreal a émis des billets Capped Buffer Enhanced Return d'une valeur de 142 000 $ arrivant à échéance le 31 décembre 2026, liés au Dow Jones Industrial Average (DJIA). Ces billets offrent :
- une exposition à la hausse avec effet de levier de 125% sur les gains du DJIA, plafonnée à un rendement maximal de 13,40 % (1 134 $ pour 1 000 $ de capital)
- une protection tampon à la baisse de 20% - aucune perte sur les 20 % premiers de baisse de l’indice
- une exposition aux pertes de 1:1 au-delà du tampon de 20 %, avec un risque de perte en capital pouvant aller jusqu’à 80 %
- Niveau initial du DJIA : 42 982,43
- Niveau du tampon : 34 385,94 (80 % du niveau initial)
Les principaux risques incluent le risque de crédit de Bank of Montreal, un potentiel de gain plafonné et des pertes importantes possibles si le DJIA chute de plus de 20 %. Les billets sont cotés à 1 000 $ l’unité avec une valeur initiale estimée à 985,09 $. BMOCM agit en tant qu’agent de calcul et agent de vente avec une commission de 0,412 %.
Bank of Montreal hat Capped Buffer Enhanced Return Notes im Wert von 142.000$ mit Fälligkeit am 31. Dezember 2026 ausgegeben, die an den Dow Jones Industrial Average (DJIA) gekoppelt sind. Die Notes bieten:
- 125% gehebelte Aufwärtsbeteiligung an den Gewinnen des DJIA, begrenzt auf eine maximale Rendite von 13,40% (1.134$ pro 1.000$ Kapital)
- 20% Abwärts-Puffer-Schutz - keine Verluste bei einem Rückgang des Index um die ersten 20%
- 1:1 Verlustbeteiligung über den 20% Puffer hinaus, mit einem möglichen Kapitalverlust von bis zu 80%
- Ausgangsniveau DJIA: 42.982,43
- Puffer-Level: 34.385,94 (80% des Anfangswerts)
Wesentliche Risiken umfassen das Kreditrisiko der Bank of Montreal, begrenztes Aufwärtspotenzial und mögliche erhebliche Verluste, falls der DJIA mehr als 20% fällt. Die Notes sind zu 1.000$ pro Einheit bewertet mit einem geschätzten Anfangswert von 985,09$. BMOCM fungiert als Berechnungs- und Verkaufsagent mit einer Provision von 0,412%.
- Offers 125% leveraged upside exposure to Dow Jones Industrial Average gains, with potential returns up to 13.40%
- Includes 20% downside buffer protection, limiting losses if index declines by up to 20%
- Returns are capped at 13.40% maximum regardless of index performance
- Investors can lose up to 80% of principal if index declines more than 20%
- Notes trade at premium to estimated value ($1,000 vs $985.09 estimated value)
- Subject to Bank of Montreal credit risk with no FDIC/CDIC insurance protection
Bank of Montreal ha emesso note Capped Buffer Enhanced Return per un valore di 142.000$ con scadenza il 31 dicembre 2026, collegate al Dow Jones Industrial Average (DJIA). Le note offrono:
- esposizione al rialzo con leva 125% sui guadagni del DJIA, con un rendimento massimo del 13,40% (1.134$ per ogni 1.000$ di capitale)
- protezione buffer al ribasso del 20% - nessuna perdita sui primi 20% di ribasso dell’indice
- esposizione alle perdite 1:1 oltre il buffer del 20%, con possibile perdita fino all’80% del capitale
- Livello iniziale DJIA: 42.982,43
- Livello buffer: 34.385,94 (80% del valore iniziale)
I rischi principali comprendono il rischio di credito del Bank of Montreal, il potenziale di guadagno limitato e la possibilità di perdite significative se il DJIA scende oltre il 20%. Le note sono quotate a 1.000$ per unità con un valore iniziale stimato di 985,09$. BMOCM agisce come agente di calcolo e di vendita con una commissione dello 0,412%.
Bank of Montreal ha emitido notas Capped Buffer Enhanced Return por un valor de 142,000$, con vencimiento el 31 de diciembre de 2026, vinculadas al Dow Jones Industrial Average (DJIA). Las notas ofrecen:
- exposición al alza apalancada al 125% sobre las ganancias del DJIA, con un rendimiento máximo del 13,40% (1,134$ por cada 1,000$ de principal)
- protección de buffer a la baja del 20% - sin pérdidas en la primera caída del índice del 20%
- exposición a pérdidas 1:1 más allá del buffer del 20%, con posible pérdida de hasta el 80% del principal
- Nivel inicial del DJIA: 42,982.43
- Nivel de buffer: 34,385.94 (80% del nivel inicial)
Los riesgos clave incluyen el riesgo crediticio del Bank of Montreal, potencial de ganancia limitado y posibles pérdidas significativas si el DJIA cae más del 20%. Las notas se cotizan a 1,000$ por unidad con un valor inicial estimado de 985.09$. BMOCM actúa como agente de cálculo y agente de venta con una comisión del 0.412%.
뱅크 오브 몬트리올은 2026년 12월 31일 만기인 142,000달러 규모의 캡드 버퍼 인핸스드 리턴 노트를 발행했으며, 이는 다우 존스 산업평균지수(DJIA)에 연동됩니다. 해당 노트는 다음과 같은 조건을 제공합니다:
- DJIA 상승에 대해 125% 레버리지 상승 노출, 최대 수익률은 13.40% (원금 1,000달러당 1,134달러)
- 20% 하락 버퍼 보호 - 지수 하락의 첫 20% 구간에서는 손실 없음
- 버퍼 20% 초과 손실에 대해 1:1 손실 노출, 최대 80% 원금 손실 가능성
- 초기 DJIA 수준: 42,982.43
- 버퍼 수준: 34,385.94 (초기 수준의 80%)
주요 위험 요소는 뱅크 오브 몬트리올의 신용 위험, 수익 상한 제한, DJIA가 20% 이상 하락할 경우 상당한 손실 가능성을 포함합니다. 노트는 단위당 1,000달러에 가격이 책정되었으며, 추정 초기 가치는 985.09달러입니다. BMOCM은 계산 대리인 및 판매 대리인으로서 0.412%의 수수료를 부과합니다.
Bank of Montreal a émis des billets Capped Buffer Enhanced Return d'une valeur de 142 000 $ arrivant à échéance le 31 décembre 2026, liés au Dow Jones Industrial Average (DJIA). Ces billets offrent :
- une exposition à la hausse avec effet de levier de 125% sur les gains du DJIA, plafonnée à un rendement maximal de 13,40 % (1 134 $ pour 1 000 $ de capital)
- une protection tampon à la baisse de 20% - aucune perte sur les 20 % premiers de baisse de l’indice
- une exposition aux pertes de 1:1 au-delà du tampon de 20 %, avec un risque de perte en capital pouvant aller jusqu’à 80 %
- Niveau initial du DJIA : 42 982,43
- Niveau du tampon : 34 385,94 (80 % du niveau initial)
Les principaux risques incluent le risque de crédit de Bank of Montreal, un potentiel de gain plafonné et des pertes importantes possibles si le DJIA chute de plus de 20 %. Les billets sont cotés à 1 000 $ l’unité avec une valeur initiale estimée à 985,09 $. BMOCM agit en tant qu’agent de calcul et agent de vente avec une commission de 0,412 %.
Bank of Montreal hat Capped Buffer Enhanced Return Notes im Wert von 142.000$ mit Fälligkeit am 31. Dezember 2026 ausgegeben, die an den Dow Jones Industrial Average (DJIA) gekoppelt sind. Die Notes bieten:
- 125% gehebelte Aufwärtsbeteiligung an den Gewinnen des DJIA, begrenzt auf eine maximale Rendite von 13,40% (1.134$ pro 1.000$ Kapital)
- 20% Abwärts-Puffer-Schutz - keine Verluste bei einem Rückgang des Index um die ersten 20%
- 1:1 Verlustbeteiligung über den 20% Puffer hinaus, mit einem möglichen Kapitalverlust von bis zu 80%
- Ausgangsniveau DJIA: 42.982,43
- Puffer-Level: 34.385,94 (80% des Anfangswerts)
Wesentliche Risiken umfassen das Kreditrisiko der Bank of Montreal, begrenztes Aufwärtspotenzial und mögliche erhebliche Verluste, falls der DJIA mehr als 20% fällt. Die Notes sind zu 1.000$ pro Einheit bewertet mit einem geschätzten Anfangswert von 985,09$. BMOCM fungiert als Berechnungs- und Verkaufsagent mit einer Provision von 0,412%.
Registration Statement No.333-285508
Filed Pursuant to Rule 424(b)(2)
Pricing Supplement dated June 25, 2025 to the Prospectus dated March 25, 2025,
the Prospectus Supplement dated March 25, 2025 and the Product Supplement dated March 25, 2025
US$142,000
Senior Medium-Term Notes, Series K
Capped Buffer Enhanced Return Notes due December 31, 2026
Linked to the Dow Jones Industrial Average®
●The notes are designed for investors who are seeking 125.00% leveraged positive return based on any appreciation in the level of the Dow Jones Industrial Average® (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 $1,134.00 for each $1,000 in principal amount (a 13.40% return on the notes).
●If the Reference Asset decreases by more than 20.00% 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 20.00%. In such a case, you will receive a cash amount at maturity that is less than the principal amount, and may lose up to 80.00% of your principal amount at maturity.
●Investing in the notes is not equivalent to a hypothetical 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 06376EET5.
●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: |
June 25, 2025 |
|
Valuation Date: |
December 28, 2026 |
|
Settlement Date: |
June 30, 2025 |
|
Maturity Date: |
December 31, 2026 |
|
|
Price to Public1 |
Agent’s Commission1 |
Proceeds to Bank of Montreal1 |
|
Per Note Total |
100% $142,000.00 |
Approximately 0.412% $585.00 |
Approximately 99.588% $141,415.00 |
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 0.25% 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 $985.09 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 Dow Jones Industrial Average® (ticker symbol "INDU"). See "The Reference Asset" below for additional information. |
|
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 20.00%. You may lose up to 80.00% of the principal amount of your notes. |
|
Upside Leverage Factor: |
125.00% |
|
Maximum Return: |
13.40% |
|
Maximum Redemption Amount: |
The payment at maturity will not exceed the Maximum Redemption Amount of $1,134.00 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:2 |
42,982.43, which was the closing level of the Reference Asset on the Pricing Date. |
|
Buffer Level:2 |
34,385.94, which is 80.00% of the Initial Level (rounded to two decimal places). |
|
Buffer Percentage:2 |
20.00% 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 20.00% 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 80.00% of the principal amount of your notes. |
|
Final Level: |
The closing level of the Reference Asset on the Valuation Date. |
|
Pricing Date: |
June 25, 2025 |
|
Settlement Date: |
June 30, 2025 |
|
Valuation Date:1 |
December 28, 2026 |
|
Maturity Date:1 |
December 31, 2026 |
|
Calculation Agent: |
BMOCM |
|
Selling Agent: |
BMOCM |
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 - Adjustments to a Reference Asset that is an Index" in the product supplement for additional information.
2
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 125.00% Upside Leverage Factor, Maximum Return of 13.40% and Buffer Level of 80.00% 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 |
|
14.72%
10.72% |
125% Upside Exposure, subject to the Maximum Return
|
13.40%
13.40% |
|
8.00%
4.00% |
125% Upside Exposure
|
10.00%
5.00% |
|
-10%
-20% |
Buffer Level of 80.00% of Initial Level
|
0%
0% |
|
-30%
-40% |
1x Loss Beyond Buffer Level
|
-10%
-20% |
3
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.
4
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 80.00% 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 a hypothetical direct investment in 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 made a hypothetical direct investment in the Reference Asset or the underlying securities of the Reference Asset or a security directly linked to the performance of the Reference Asset or the underlying securities 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.
●You will not have any shareholder rights and will have no right to receive any shares of any company included in the Reference Asset at maturity. — Investing in your notes will not make you a holder of any securities included in 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 such underlying securities.
●We have no affiliation with the index sponsor and will not be responsible for the index sponsor's actions. — The sponsor of the Reference Asset 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, including any actions of the type that would require the calculation agent to adjust the payment to you at maturity. The index sponsor has no obligation of any sort with respect to the notes. Thus, the 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.
●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 levels of the Reference Asset or the prices of the securities included in 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.
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 securities included in 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.
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●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, 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 securities included in the Reference Asset, futures or options relating to the Reference Asset or securities included in the Reference Asset or other derivative instruments with returns linked or related to changes in the performance on the Reference Asset or securities included in the Reference Asset. We or our affiliates may also trade in the securities included in the Reference Asset 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 levels 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.
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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 Upside Leverage Factor of 125.00%, a hypothetical Buffer Level of 80.00 (80.00% of the hypothetical Initial Level), the Maximum Return of 13.40%, the Maximum Redemption Amount of $1,134.00, 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% |
$1,134.00 |
13.40% |
|
180.00 |
180.00% |
$1,134.00 |
13.40% |
|
160.00 |
160.00% |
$1,134.00 |
13.40% |
|
140.00 |
140.00% |
$1,134.00 |
13.40% |
|
120.00 |
120.00% |
$1,134.00 |
13.40% |
|
110.72 |
110.72% |
$1,134.00 |
13.40% |
|
110.00 |
110.00% |
$1,125.00 |
12.50% |
|
105.00 |
105.00% |
$1,062.50 |
6.25% |
|
100.00 |
100.00% |
$1,000.00 |
0.00% |
|
90.00 |
90.00% |
$1,000.00 |
0.00% |
|
80.00 |
80.00% |
$1,000.00 |
0.00% |
|
79.99 |
79.99% |
$999.90 |
-0.01% |
|
40.00 |
40.00% |
$600.00 |
-40.00% |
|
20.00 |
20.00% |
$400.00 |
-60.00% |
|
0.00 |
0.00% |
$200.00 |
-80.00% |
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 40.00, representing a Percentage Change of -60.00%. 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 $600.00 per $1,000 in principal amount of the notes, calculated as follows:
$1,000 + [$1,000 x (-60.00% + 20.00%)] = $600.00
Example 2: The level of the Reference Asset decreases from the hypothetical Initial Level of 100.00 to a hypothetical Final Level of 90.00, representing a Percentage Change of -10.00%. 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 $1,125.00 per $1,000 in principal amount of the notes, calculated as follows:
$1,000 + $1,000 x (10.00% x 125.00%) = $1,125.00
Example 4: The level of the Reference Asset increases from the hypothetical Initial Level of 100.00 to a hypothetical Final Level of 120.00, representing a Percentage Change of 20.00%. 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 $1,134.00 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.
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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 0.25% 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
All disclosures contained in this pricing supplement regarding the Reference Asset, including, without limitation, their make-up, method of calculation, and changes in their components and their historical closing levels, have been derived from publicly available information prepared by the applicable sponsor. The information reflects the policies of, and is subject to change by, the sponsor. The sponsor owns the copyrights and all rights to the Reference Asset. The sponsor is under no obligation to continue to publish, and may discontinue publication of, the Reference Asset. Neither we nor BMO Capital Markets Corp. accepts any responsibility for the calculation, maintenance or publication of the Reference Asset or any successor. We encourage you to review recent levels of the Reference Asset prior to making an investment decision with respect to the notes.
The Dow Jones Industrial Average® (“INDU”)
The Dow Jones Industrial Average® is a price-weighted index, which means an underlying stock’s weight in the Dow Jones Industrial Average® is based on its price per share rather than the total market capitalization of the issuer. The Dow Jones Industrial Average® is designed to provide an indication of the composite performance of 30 common stocks of corporations representing a broad cross-section of U.S. industry. The corporations represented in the Dow Jones Industrial Average® tend to be market leaders in their respective industries and their stocks are typically widely held by individuals and institutional investors.
The Dow Jones Industrial Average® is maintained by an Averages Committee comprised of three representatives of S&P Dow Jones Indices and two representatives of The Wall Street Journal (“WSJ”). The Averages Committee was created in March 2010, when Dow Jones Indexes became part of CME Group Index Services, LLC, a joint venture company owned by CME Group Inc. and by Dow Jones & Company. Generally, composition changes occur only after mergers, corporate acquisitions or other dramatic shifts in a component's core business. When such an event necessitates that one component be replaced, the entire Dow Jones Industrial Average® is reviewed. As a result, when changes are made they typically involve more than one component. While there are no rules for component selection, a stock typically is added only if the company has an excellent reputation, demonstrates sustained growth and is of interest to a large number of investors.
Changes in the composition of the Dow Jones Industrial Average® are made entirely by the Averages Committee without consultation with the corporations represented in the Dow Jones Industrial Average®, any stock exchange, any official agency or us. Unlike most other indices, which are reconstituted according to a fixed review schedule, constituents of the Dow Jones Industrial Average® are reviewed on an as-needed basis. Changes to the common stocks included in the Dow Jones Industrial Average® tend to be made infrequently, and the underlying stocks of the Dow Jones Industrial Average® may be changed at any time for any reason. Constituent changes are typically announced one to five days before they are scheduled to be implemented. The companies currently represented in the Dow Jones Industrial Average® are incorporated and headquartered in the United States and its territories and their stocks are listed on the New York Stock Exchange and Nasdaq.
The Dow Jones Industrial Average® initially consisted of 12 common stocks and was first published in the WSJ in 1896. The Dow Jones Industrial Average® was increased to include 20 common stocks in 1916 and to 30 common stocks in 1928. The number of common stocks in the Dow Jones Industrial Average® has remained at 30 since 1928, and, in an effort to maintain continuity, the constituent corporations represented in the Dow Jones Industrial Average® have been changed on a relatively infrequent basis.
Computation of the Dow Jones Industrial Average®
The level of the Dow Jones Industrial Average® is the sum of the primary exchange prices of each of the 30 component stocks included in the Dow Jones Industrial Average®, divided by a divisor that is designed to provide a meaningful continuity in the level of the Dow Jones Industrial Average®. Because the Dow Jones Industrial Average® is price-weighted, stock splits or changes in the component stocks could result in distortions in the index level. In order to prevent these distortions related to extrinsic factors, the divisor is periodically changed in accordance with a mathematical formula that reflects adjusted proportions within the Dow Jones Industrial Average®. The current divisor of the Dow Jones Industrial Average® is published daily in the WSJ and other publications. In addition, other statistics based on the Dow Jones Industrial Average® may be found in a variety of publicly available sources.
License Agreement
We and S&P Dow Jones Indices LLC (“S&P”) have entered into a non-exclusive license agreement providing for the license to us and certain of our affiliates, in exchange for a fee, of the right to use the Dow Jones Industrial Average®, in connection with certain securities, including the notes. The Dow Jones Industrial Average® is owned and published by S&P.
The license agreement between S&P and us provides that the following language must be set forth in this pricing supplement:
The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, Standard and Poor’s Financial Services LLC or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the Dow Jones Industrial Average® to track general market performance. S&P Dow Jones Indices’ only relationship to us with respect to the Dow Jones Industrial Average® is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its third party licensors. The Dow Jones Industrial Average® is determined, composed and calculated by S&P Dow Jones Indices without regard to us or the notes. S&P Dow Jones Indices have no obligation to take our needs or the needs of holders of the notes into consideration in determining, composing or calculating the Dow Jones Industrial Average®. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the notes. There is no assurance that investment products based on the Dow Jones Industrial Average® will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC and its subsidiaries are not investment advisors. Inclusion of a security or futures contract within an index is not a
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recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures contract, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the notes currently being issued by us, but which may be similar to and competitive with the notes. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Dow Jones Industrial Average®. It is possible that this trading activity will affect the value of the notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE DOW JONES INDUSTRIAL AVERAGE® OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL AVERAGE® OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
S&P® is a registered trademark of Standard & Poor’s Financial Services LLC and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC. These trademarks have been licensed for use by Bank of Montreal. “Dow Jones®”, “DJIA®”, “Dow Jones Industrial Average®” and “The Dow®” are trademarks of Dow Jones Trademark Holdings LLC. The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices and S&P Dow Jones Indices makes no representation regarding the advisability of investing in the notes.
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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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