[FWP] MicroSectors Energy 3x Leveraged ETNs Free Writing Prospectus

Rhea-AI Filing Summary

Overview: Bank of Montreal (BMO) is offering $1,000-denominated Market Linked Securities that are auto-callable, carry a contingent coupon with a “memory” feature, and expose principal to contingent downside risk. The notes are linked to the lower performer of ServiceNow, Inc. (NOW) and NVIDIA Corporation (NVDA) common stock and mature on 20 July 2028.

Key economic terms

• Contingent coupon: ≥17.70% p.a., paid quarterly when the lowest-performing underlier closes ≥70 % of its starting value; missed coupons accrue and may be paid later if the test is subsequently met.
• Auto-call feature: If, on any quarterly calculation day from Jan-2026 through Apr-2028, the lowest performer is ≥100 % of its starting value, the note is called and investors receive par plus the scheduled coupon three business days later.
• Downside protection: Only applies down to 70 % of the starting value. If, at final valuation, the lowest performer is <70 %, repayment = $1,000 × performance factor, resulting in principal loss of more than 30 % and up to 100 %.
• Estimated initial value: $965.30 (≈3.5 % below offer price); final estimate will not be below $915.00.
• Fees: Up to 2.325 % selling concession to Wells Fargo Securities (with additional dealer fees up to 0.30 %).

Risk highlights

• No fixed interest—investors may receive zero coupons for the entire 3-year-plus term.
• Full downside exposure below the 70 % threshold and no upside participation in either stock’s appreciation.
• Notes are unsecured obligations of BMO; repayment depends on the issuer’s creditworthiness.
• Not exchange-listed; secondary liquidity is uncertain and pricing may materially diverge from intrinsic value.
• Estimated value below par and embedded fees reduce investor value at issuance.

Investor profile: Suited only for investors who (i) are comfortable with equity risk in NOW and NVDA, (ii) seek elevated income, (iii) can tolerate potential loss of principal, and (iv) do not require liquidity before maturity.

Positive

• Elevated income potential: Contingent coupon rate of at least 17.70 % per annum, significantly above prevailing fixed-income yields.
• Memory feature: Missed coupons can be recaptured, enhancing effective yield if underliers later recover.
• Early redemption mechanism: Automatic call from January 2026 can return principal plus coupon sooner, shortening duration.

Negative

• Principal at risk: Final value below the 70 % downside threshold leads to >30 % and up to 100 % capital loss.
• No upside participation: Investors do not benefit from appreciation in ServiceNow or NVIDIA shares.
• Coupon uncertainty: Quarterly payments depend on market performance and may be zero for the entire term.
• Liquidity risk: Notes will not be listed; secondary market availability and pricing are uncertain.
• Issue-price premium: Estimated initial value of $965.30 is below the $1,000 offering price, reflecting embedded costs.
• Issuer credit exposure: Payments rely solely on Bank of Montreal; the notes are not FDIC-insured.

Insights

Structured-Products Analyst

TL;DR: High 17.7 % coupon and memory feature are attractive, but downside is sizable and upside is capped.

The term sheet offers a meaningful carry opportunity versus conventional debt, driven by a low 70 % barrier and heightened volatility in the two tech underliers. Investors effectively sell a put and forego upside, pocketing an above-market coupon only when the weaker stock stays above its 30 % buffer. The auto-call commencing January 2026 shortens expected duration if markets remain strong, but also truncates future coupon accrual. With an estimated value 3.5 % below issue price and total dealer compensation approaching 2.6 %, initial investor break-even is materially adverse. Liquidity risk is notable given the absence of listing, and credit exposure to BMO should be factored in, although the bank carries strong investment-grade ratings. Overall, the structure suits tactical income seekers who can absorb equity-like risk and who accept the possibility of zero coupons and substantial capital loss.

Risk Analyst

TL;DR: 30 % buffer is thin for two volatile tech stocks; capital loss probability is material.

The product concentrates risk in high-beta equities with event-driven price swings. The dual-underlier, worst-of design amplifies downside probability because only one stock must breach the 70 % barrier to trigger losses or cancel coupons. Historical drawdowns for both NOW and NVDA exceed 30 % over multiple periods, highlighting vulnerability. The note’s pay-in-full reliance on BMO’s credit further compounds risk, while an illiquid secondary market could force discounted exits. From a portfolio construction viewpoint the security resembles a short put spread plus a call overwrite—highly path-dependent and exposed to gap risk. Given these dynamics, I classify the security’s net investor impact as neutral; rewards are balanced by layered risks.

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Filed Pursuant to Rule 433

Registration Statement No. 333-285508

Bank of Montreal Market Linked Securities

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Market Linked Securities&mdash;Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of ServiceNow, Inc. and the Common Stock of NVIDIA Corporation due July 20, 2028

Term Sheet to Preliminary Pricing Supplement dated July 10, 2025

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Summary of Terms &nbsp; Summary of Terms (continued)

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Issuer:	Bank of Montreal
Market Measures:	The common stock of ServiceNow, Inc. and the common stock of NVIDIA Corporation (each referred to as an “Underlier,” and collectively as the “Underliers”).
Pricing Date*:	July 17, 2025
Issue Date*:	July 22, 2025
Face Amount and Original Offering Price:	$1,000 per security
Contingent Coupon Payments (with Memory Feature):	On each contingent coupon payment date, unless the securities have been automatically called, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if the closing value of the lowest performing Underlier on the related calculation day is greater than or equal to its coupon threshold value. In addition, if the closing value of the lowest performing Underlier on one or more calculation days is less than its coupon threshold value and, on a subsequent calculation day, the closing value of the lowest performing Underlier on that subsequent calculation day is greater than or equal to its coupon threshold value, on the contingent coupon payment date related to that subsequent calculation day, you will receive the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid). Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/4.
Contingent Coupon Payment Dates:	Quarterly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date
Contingent Coupon Rate:	At least 17.70% per annum, to be determined on the pricing date
Automatic Call:	If the closing value of the lowest performing Underlier on any of the calculation days scheduled to occur from January 2026 to April 2028, inclusive, is greater than or equal to its starting value, the securities will be automatically called, and on the related call settlement date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment
Call Settlement Date:	Three business days after the applicable calculation day
Calculation Days*:	Quarterly, on the 17th day of each January, April, July and October commencing October 2025 and ending April 2028, and July 17, 2028 (the “final calculation day”)
Maturity Payment Amount (per security):	If the securities are not automatically called prior to the stated maturity date: ·    if the ending value of the lowest performing Underlier on the final calculation day is greater than or equal to its downside threshold value: $1,000; or ·    if the ending value of the lowest performing Underlier on the final calculation day is less than its downside threshold value: $1,000 × performance factor of the lowest performing Underlier on the final calculation day
Stated Maturity Date*:	July 20, 2028
Lowest Performing Underlier:	For any calculation day, the “lowest performing Underlier” will be the Underlier with the lowest performance factor on that calculation day
Performance Factor:	With respect to an Underlier on any calculation day, its closing value on such day divided by its starting value (expressed as a percentage)
Starting Value:	With respect to each Underlier, its closing value on the pricing date
Ending Value:	With respect to each Underlier, its closing value on the final calculation day
Coupon Threshold Value:	With respect to each Underlier, 70% of its starting value
Downside Threshold Value:	With respect to each Underlier, 70% of its starting value
Calculation Agent:	BMO Capital Markets Corp., an affiliate of the issuer
Denominations:	$1,000 and any integral multiple of $1,000
*subject to change

Agent Discount**:	Up to 2.325% for Wells Fargo Securities, LLC (“WFS”). Of that agent discount, Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and a distribution expense fee of up to 0.075%
CUSIP:	06376ERV6
Material Tax Consequences:	See the preliminary pricing supplement

** In addition, selected dealers may receive a fee of up to 0.30% for marketing and other services.

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Hypothetical Payout Profile (maturity payment amount)

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If the securities are not automatically called prior to stated maturity and the ending value of the lowest performing Underlier on the final calculation day is less than its downside threshold value, you will lose more than 30%, and possibly all, of the face amount of your securities at stated maturity.

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Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of either Underlier, but you will have full downside exposure to the lowest performing Underlier on the final calculation day if the ending value of that Underlier is less than its downside threshold value.

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On the date of the accompanying preliminary pricing supplement, the estimated initial value of the securities is $965.30 per security. The estimated initial value of the securities at pricing may differ from this value but will not be less than $915.00 per security. However, as discussed in more detail in the accompanying preliminary pricing supplement, the actual value of the securities at any time will reflect many factors and cannot be predicted with accuracy. See &ldquo;Estimated Value of the Securities&rdquo; in the accompanying preliminary pricing supplement.

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Preliminary Pricing Supplement: sec.gov/Archives/edgar/data/927971/000121465925010236/o79257424b2.htm

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The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See &ldquo;Selected Risk Considerations&rdquo; in this term sheet and the accompanying preliminary pricing supplement and &ldquo;Risk Factors&rdquo; in the accompanying product supplement.

This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.

Investors should carefully review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus before making a decision to invest in the securities.

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NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY

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Selected Risk Considerations

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The risks set forth below are discussed in detail in the &ldquo;Selected Risk Considerations&rdquo; section in the accompanying preliminary pricing supplement and the &ldquo;Risk Factors&rdquo; section in the accompanying product supplement. Please review those risk disclosures carefully.

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Risks Relating To The Securities Generally

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&middot; If The Securities Are Not Automatically Called Prior To Stated Maturity, You May Lose Some Or All Of The Face Amount Of Your Securities At Stated Maturity.

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&middot; The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Contingent Coupon Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities.

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&middot; The Securities Are Subject To The Full Risks Of Each Underlier And Will Be Negatively Affected If Either Underlier Performs Poorly, Even If The Other Underlier Performs Favorably.

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&middot; Your Return On The Securities Will Depend Solely On The Performance Of The Underlier That Is The Lowest Performing Underlier On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Underlier.

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&middot; You Will Be Subject To Risks Resulting From The Relationship Between The Underliers.

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&middot; You May Be Fully Exposed To The Decline In The Lowest Performing Underlier On The Final Calculation Day From Its Starting Value, But Will Not Participate In Any Positive Performance Of Either Underlier.

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&middot; Higher Contingent Coupon Rates Are Associated With Greater Risk.

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&middot; You Will Be Subject To Reinvestment Risk.

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&middot; The Securities Are Subject To Credit Risk.

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&middot; The U.S. Federal Income Tax Consequences Of An Investment In The Securities Are Unclear.

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&middot; The Stated Maturity Date May Be Postponed If The Final Calculation Day Is Postponed.

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Risks Relating To The Estimated Value Of The Securities And Any Secondary Market

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&middot; The Estimated Value Of The Securities On The Pricing Date, Based On Our Proprietary Pricing Models, Will Be Less Than The Original Offering Price.

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&middot; The Terms Of The Securities Are Not Determined By Reference To The Credit Spreads For Our Conventional Fixed-Rate Debt.

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&middot; The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which WFS Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.

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&middot; The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

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&middot; The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.

Risks Relating To The Underliers

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&middot; Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Underliers And Therefore The Securities Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.

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o Investing In The Securities Is Not The Same As Investing In The Underliers.

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o Historical Values Of The Underliers Should Not Be Taken As An Indication Of The Future Performance Of The Underliers During The Term Of The Securities.

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o The Securities May Become Linked To The Common Stock Of A Company Other Than The Original Underlying Stock Issuers.

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o We Cannot Control Actions By An Underlying Stock Issuer.

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o We And Our Affiliates Have No Affiliation With Either Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information.

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o You Have Limited Anti-dilution Protection.

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&middot; The Securities Will Be Subject To Single Stock Risk.

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Risks Relating To Conflicts Of Interest

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&middot; Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.

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The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this document relates. Before you invest, you should read the prospectus in that registration statement and the other documents that the Issuer has filed with the SEC for more complete information about us and this offering. You may obtain these documents free of charge by visiting the SEC&rsquo;s website at http://www.sec.gov. Alternatively, the Issuer will arrange to send to you the prospectus (as supplemented by the prospectus supplement) if you request it by calling the Issuer&rsquo;s agent toll-free at 1-877-369-5412.

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Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

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FAQ

What contingent coupon rate do the BMO auto-callable notes offer?

The notes pay a minimum 17.70 % per-annum contingent coupon, calculated and payable quarterly if performance conditions are met.

Under what conditions will the securities be automatically called?

If on any quarterly calculation day from Jan-2026 through Apr-2028 the lower-performing underlier closes at or above its starting value, investors receive par plus the coupon and the notes terminate early.

How much downside protection is provided at maturity?

Protection extends only to the 70 % downside threshold; below that, repayment equals $1,000 × performance factor, exposing investors to substantial loss.

Do investors participate in gains of ServiceNow (NOW) or NVIDIA (NVDA)?

No. Upside is capped at the sum of received contingent coupons; share price appreciation does not increase principal repayment.

What is the estimated initial value versus the $1,000 offering price?

BMO estimates the initial value at $965.30; the final estimate will not be below $915.00.

Will these securities trade on an exchange or have liquidity?

The notes will not be listed; BMO and dealers are not obligated to make a market, so liquidity and pricing may be limited.