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BANK OF MONTREAL /CAN/

For the period ended Oct 31, 2025. Filed Dec 4, 2025.

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About this filing

The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.

FY2025 · Filed Dec 4, 2025

Use the contents to explore the available documents and sections.

BMO$171.13-0.8%Stored close · as of Nov 6, 2026
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Contents

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”):

Title Of Each ClassTrading SymbolName Of Each Exchange On Which Registered
Common SharesBMONew York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act:

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual information form☒ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Common Shares708,905,679
Class B Preferred Shares Series 44 (Non-Viability Contingent Capital (NVCC))16,000,000
Class B Preferred Shares Series 48 (Non-Viability Contingent Capital (NVCC))11,250,000
Class B Preferred Shares Series 49 (Non-Viability Contingent Capital (NVCC))750,000
Class B Preferred Shares Series 50 (Non-Viability Contingent Capital (NVCC))500,000
Class B Preferred Shares Series 51 (Non-Viability Contingent Capital (NVCC))1,000,000
Class B Preferred Shares Series 52 (Non-Viability Contingent Capital (NVCC))650,000
Class B Preferred Shares Series 53 (Non-Viability Contingent Capital (NVCC))1,000,000
Class B Preferred Shares Series 54 (Non-Viability Contingent Capital (NVCC))750,000
Class B Preferred Shares Series 55 (Non-Viability Contingent Capital (NVCC))21,000,000

On November 12, 2025, the Bank redeemed all of its Cdn$1,250 million 4.300% Limited Recourse Capital Notes Series 1 (Non-Viability Contingent Capital (NVCC)) together with all of its 1,250,000 Class B Preferred Shares Series 48 (Non-Viability Contingent Capital (NVCC)).

On July 29, 2025, the Bank issued US$1 billion 6.875% Fixed Rate Reset Limited Recourse Capital Notes Series 6 (Non-Viability Contingent Capital (NVCC)) (“LRCN 6”). Upon the occurrence of a recourse event, the noteholders will have recourse to assets held in a consolidated trust managed by a third party trustee. The trust assets include US$1 billion of BMO issued Non-Cumulative 5-Year Fixed Rate Reset Class B Preferred Shares Series 55 (Non-Viability Contingent Capital (NVCC)) issued concurrently with the LRCN 6.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule

12b-2

of the Exchange Act.

Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes☒ No ☐

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Auditor Name: KPMG LLP

Auditor Location: Toronto, Ontario, Canada

Auditor PCAOB ID Number:85

TABLE OF CONTENTS

DISCLOSURE CONTROLS AND PROCEDURES

INTERNAL CONTROL OVER FINANCIAL REPORTING

AUDIT AND CONDUCT REVIEW COMMITTEE FINANCIAL EXPERT

CODE OF ETHICS

PRINCIPAL ACCOUNTANT FEES AND SERVICES

OFF-BALANCE SHEET ARRANGEMENTS

CONTRACTUAL AND OTHER OBLIGATIONS

IDENTIFICATION OF THE AUDIT AND CONDUCT REVIEW COMMITTEE

SUMMARY OF SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES

UNDERTAKING

EXHIBIT INDEX

Bank of Montreal Clawback and Recoupment Policy

Annual Information Form

Section 302 Certifications of Chief Executive Officer

Section 302 Certifications of Chief Financial Officer

Section 906 Certifications

Code of Conduct

Inline Interactive Data File

Cover Page Interactive Data File

SIGNATURES

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.