FWP 1 d940627dfwp.htm FWP FWP

Registration Statement No. 333-285508

Filed Pursuant to Rule 433

Pricing Term Sheet

Dated September 15, 2025

Bank of Montreal

US$2,250,000,000

Senior Medium-Term Notes, Series J

consisting of

US$750,000,000 4.062% Fixed/Floating Rate Senior Notes due 2028

US$1,000,000,000 4.350% Fixed/Floating Rate Senior Notes due 2031

US$500,000,000 Floating Rate Notes due 2028

 

 

Part A: US$750,000,000 4.062% Fixed/Floating Rate Senior Notes due 2028

 

Issuer:    Bank of Montreal (the “Bank”)
Title of Securities:    4.062% Fixed/Floating Rate Senior Notes due 2028 (the “2028 Fixed/Floating Rate Notes”)
Aggregate Principal Amount Offered:    US$750,000,000
Maturity Date:    September 22, 2028
Price to Public:    100.000%, plus accrued interest, if any, from September 22, 2025
Underwriting Commission:    0.150% per 2028 Fixed/Floating Rate Note
Net Proceeds to the Bank after Underwriting Commission and Before Expenses:    US$748,875,000
Interest Rate:   

From, and including, September 22, 2025 to, but excluding, September 22, 2027 (the “2028 Fixed Rate Period”), the 2028 Fixed/Floating Rate Notes will bear interest at a fixed rate of 4.062% per year.

 

From, and including, September 22, 2027 to, but excluding, September 22, 2028 (the “2028 Fixed/Floating Rate Notes Floating Rate Period”), the 2028 Fixed/Floating Rate Notes will bear interest at a rate equal to the Base Rate plus the Margin.

Base Rate:    Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index) (as defined in the pricing supplement to which this offering of 2028 Fixed/Floating Rate Notes relates) in accordance with the specific formula described under “Specific Terms of the Notes—Secured Overnight Financing Rate and the SOFR Index” in the pricing supplement.
Margin:    75 basis points


Interest Payment Dates:   

During the 2028 Fixed Rate Period, March 22 and September 22 of each year, beginning on March 22, 2026 (each, a “2028 Fixed Rate Interest Payment Date”).

 

During the 2028 Fixed/Floating Rate Notes Floating Rate Period, December 22, 2027, March 22, 2028, June 22, 2028 and the maturity date (each, a “2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date”).

Regular Record Dates:   

During the 2028 Fixed Rate Period, March 7 and September 7 preceding each 2028 Fixed Rate Interest Payment Date, whether or not a business day.

 

During the 2028 Fixed/Floating Rate Notes Floating Rate Period, close of business on the day immediately preceding each 2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date, whether or not a business day (or, if the 2028 Fixed/Floating Rate Notes are held in definitive form, the 15th calendar day preceding that 2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date, whether or not a business day).

Benchmark Treasury:    UST 3.625% due August 31, 2027
Benchmark Treasury Yield:    3.532%
Spread to Benchmark Treasury:    T + 53 basis points
Re-offer Yield:    4.062%
Floating Rate Interest Period:    With respect to the 2028 Fixed/Floating Rate Notes Floating Rate Period, the period commencing on any 2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date (or, with respect to the initial interest period only, commencing on September 22, 2027) to, but excluding, the next succeeding 2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date, and in the case of the last such period, from, and including, the 2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date immediately preceding the maturity date (or the redemption date) to, but excluding such maturity date (or such redemption date).
Floating Rate Interest Payment Determination Dates:    The date two U.S. Government Securities Business Days before each 2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date (or, in the case of the final interest period of the 2028 Fixed/Floating Rate Notes, the stated maturity date of the 2028 Fixed/Floating Rate Notes or, if the Bank elects to redeem in whole or in part the 2028 Fixed/Floating Rate Notes, the redemption date for such 2028 Fixed/Floating Rate Notes).
U.S. Government Securities Business Day:    Any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

 

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Day Count:   

30/360 for the 2028 Fixed Rate Period

Actual/360 for the 2028 Fixed/Floating Rate Notes Floating Rate Period

Day Count Convention:   

If any 2028 Fixed Rate Interest Payment Date or any redemption date, falls on a day that is not a business day for the 2028 Fixed/Floating Rate Notes, the Bank will postpone the making of such interest or principal payments to the next succeeding business day (and no interest will be paid in respect of the delay).

 

If any 2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date falls on a day that is not a business day for the 2028 Fixed/Floating Rate Notes, the Bank will postpone the making of such interest or principal payment to the next succeeding business day (and interest thereon will continue to accrue to, but excluding such succeeding business day), unless the next succeeding business day is in the next succeeding calendar month, in which case such 2028 Fixed/Floating Rate Notes Floating Rate Interest Payment Date shall be the immediately preceding business day and interest shall accrue to, but excluding such preceding business day. If the maturity date or a redemption date for the 2028 Fixed/Floating Rate Notes would fall on a day that is not a business day, the payment of interest and principal will be made on the next succeeding business day, but no additional interest shall accrue and be paid unless the Bank fails to make payment on such next succeeding business day.

Calculation Agent:    BMO Capital Markets Corp.
Trade Date:    September 15, 2025
Settlement Date:    September 22, 2025; T+5
Optional Redemption:   

In addition to the tax redemption described below, the Bank may redeem the 2028 Fixed/Floating Rate Notes in three situations:

 

First, prior to September 22, 2027 (one year prior to the maturity date) (the “2028 Notes Par Call Date”), the Bank (or its successor) may redeem the 2028 Fixed/Floating Rate Notes, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 Fixed/Floating Rate Notes matured on the 2028 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined for the 2028 Fixed/Floating Rate Notes in the pricing supplement to which this offering of 2028 Fixed/Floating Rate Notes relates) plus 10 basis points less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the 2028 Fixed/Floating Rate Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

 

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Second, on the 2028 Notes Par Call Date, the Bank (or its successor) may redeem the 2028 Fixed/Floating Rate Notes at its option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the 2028 Fixed/Floating Rate Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

 

Third, on or after August 23, 2028 (30 days prior to the maturity date), the Bank (or its successor) may redeem the 2028 Fixed/Floating Rate Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2028 Fixed/Floating Rate Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

Taxation Redemption:    The 2028 Fixed/Floating Rate Notes may be redeemed upon the occurrence of certain events pertaining to Canadian taxation.
Canadian Bail-in Powers Acknowledgement:    Yes. The 2028 Fixed/Floating Rate Notes are subject to bail-in conversion under the Canadian bail-in regime.
CUSIP:    06368MXU3
Denominations:    US$2,000 and multiples of US$1,000 in excess thereof.
Joint Book-Running Managers:   

BMO Capital Markets Corp.

BofA Securities, Inc.

Wells Fargo Securities, LLC

Credit Agricole Securities (USA) Inc.

NatWest Markets Securities Inc.

UBS Securities LLC

Co-Managers:   

CIBC World Markets Corp.

Natixis Securities Americas LLC

Desjardins Securities Inc.

ING Financial Markets LLC

Santander US Capital Markets LLC

AmeriVet Securities, Inc.

Mischler Financial Group, Inc.

 

 

 

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Part B: US$1,000,000,000 4.350% Fixed/Floating Rate Senior Notes due 2031

 

Issuer:    Bank of Montreal (the “Bank”)
Title of Securities:    4.350% Fixed/Floating Rate Senior Notes due 2031 (the “2031 Fixed/Floating Rate Notes”)
Aggregate Principal Amount Offered:    US$1,000,000,000
Maturity Date:    September 22, 2031
Price to Public:    100.000%, plus accrued interest, if any, from September 22, 2025
Underwriting Commission:    0.350% per 2031 Fixed/Floating Rate Note
Net Proceeds to the Bank after Underwriting Commission and Before Expenses:    US$996,500,000
Interest Rate:   

From, and including, September 22, 2025 to, but excluding, September 22, 2030 (the “2031 Fixed Rate Period”), the 2031 Fixed/Floating Rate Notes will bear interest at a fixed rate of 4.350% per year.

 

From, and including, September 22, 2030 to, but excluding, September 22, 2031 (the “2031 Fixed/Floating Rate Notes Floating Rate Period”), the 2031 Fixed/Floating Rate Notes will bear interest at a rate equal to the Base Rate plus the Margin.

Base Rate:    Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index) (as defined in the pricing supplement to which this offering of 2031 Fixed/Floating Rate Notes relates) in accordance with the specific formula described under “Specific Terms of the Notes—Secured Overnight Financing Rate and the SOFR Index” in the pricing supplement.
Margin:    108 basis points
Interest Payment Dates:   

During the 2031 Fixed Rate Period, March 22 and September 22 of each year, beginning on March 22, 2026 (each, a “2031 Fixed Rate Interest Payment Date”).

 

During the 2031 Fixed/Floating Rate Notes Floating Rate Period, December 22, 2030, March 22, 2031, June 22, 2031 and the maturity date (each, a “2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date”).

Regular Record Dates:   

During the 2031 Fixed Rate Period, March 7 and September 7 preceding each 2031 Fixed Rate Interest Payment Date, whether or not a business day.

 

During the 2031 Fixed/Floating Rate Notes Floating Rate Period, close of business on the day immediately preceding each 2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date, whether or not a business day (or, if the 2031 Fixed/Floating Rate Notes are held in definitive form, the 15th calendar day preceding that 2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date, whether or not a business day).

 

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Benchmark Treasury:    UST 3.625% due August 31, 2030
Benchmark Treasury Yield:    3.600%
Spread to Benchmark Treasury:    T + 75 basis points
Re-offer Yield:    4.350%
Floating Rate Interest Period:    With respect to the 2031 Fixed/Floating Rate Notes Floating Rate Period, the period commencing on any 2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date (or, with respect to the initial interest period only, commencing on September 22, 2030) to, but excluding, the next succeeding 2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date, and in the case of the last such period, from, and including, the 2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date immediately preceding the maturity date (or the redemption date) to, but excluding such maturity date (or such redemption date).
Floating Rate Interest Payment Determination Dates:    The date two U.S. Government Securities Business Days before each 2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date (or, in the case of the final interest period of the 2031 Fixed/Floating Rate Notes, the stated maturity date of the 2031 Fixed/Floating Rate Notes or, if the Bank elects to redeem in whole or in part the 2031 Fixed/Floating Rate Notes, the redemption date for such 2031 Fixed/Floating Rate Notes).
U.S. Government Securities Business Day:    Any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Day Count:   

30/360 for the 2031 Fixed Rate Period

Actual/360 for the 2031 Fixed/Floating Rate Notes Floating Rate Period

Day Count Convention:   

If any 2031 Fixed Rate Interest Payment Date or any redemption date, falls on a day that is not a business day for the 2031 Fixed/Floating Rate Notes, the Bank will postpone the making of such interest or principal payments to the next succeeding business day (and no interest will be paid in respect of the delay).

 

If any 2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date falls on a day that is not a business day for the 2031 Fixed/Floating Rate Notes, the Bank will postpone the making of such interest or principal payment to the next succeeding business day (and interest thereon will continue to accrue to, but excluding such succeeding business day), unless the next succeeding business day is in the next succeeding calendar month, in which case such 2031 Fixed/Floating Rate Notes Floating Rate Interest Payment Date shall be the immediately preceding business day and interest shall accrue to, but excluding such preceding business day. If the maturity date or a redemption date for the 2031 Fixed/Floating Rate Notes would fall on a day that is not a business day, the payment of interest and principal will be made on the next succeeding business day, but no additional interest shall accrue and be paid unless the Bank fails to make payment on such next succeeding business day.

 

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Calculation Agent:    BMO Capital Markets Corp.
Trade Date:    September 15, 2025
Settlement Date:    September 22, 2025; T+5
Optional Redemption:   

In addition to the tax redemption described below, the Bank may redeem the 2031 Fixed/Floating Rate Notes in three situations:

 

First, prior to September 22, 2030 (one year prior to the maturity date) (the “2031 Notes Par Call Date”), the Bank (or its successor) may redeem the 2031 Fixed/Floating Rate Notes, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2031 Fixed/Floating Rate Notes matured on the 2031 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined for the 2031 Fixed/Floating Rate Notes in the pricing supplement to which this offering of 2031 Fixed/Floating Rate Notes relates) plus 15 basis points less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the 2031 Fixed/Floating Rate Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

 

Second, on the 2031 Notes Par Call Date, the Bank (or its successor) may redeem the 2031 Fixed/Floating Rate Notes at its option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the 2031 Fixed/Floating Rate Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

 

Third, on or after August 23, 2031 (30 days prior to the maturity date), the Bank (or its successor) may redeem the 2031 Fixed/Floating Rate Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2031 Fixed/Floating Rate Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

Taxation Redemption:    The 2031 Fixed/Floating Rate Notes may be redeemed upon the occurrence of certain events pertaining to Canadian taxation.

 

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Canadian Bail-in Powers Acknowledgement:    Yes. The 2031 Fixed/Floating Rate Notes are subject to bail-in conversion under the Canadian bail-in regime.
CUSIP:    06368MXV1
Denominations:    US$2,000 and multiples of US$1,000 in excess thereof.
Joint Book-Running Managers:   

BMO Capital Markets Corp.

BofA Securities, Inc.

Wells Fargo Securities, LLC

Credit Agricole Securities (USA) Inc.

NatWest Markets Securities Inc.

UBS Securities LLC

Co-Managers:   

CIBC World Markets Corp.

Natixis Securities Americas LLC

Desjardins Securities Inc.

ING Financial Markets LLC

Santander US Capital Markets LLC

AmeriVet Securities, Inc.

Mischler Financial Group, Inc.

 

 

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Part C: US$500,000,000 Floating Rate Notes due 2028

 

Issuer:    Bank of Montreal (the “Bank”)
Title of Securities:    Floating Rate Notes due 2028 (the “Floating Rate Notes”)
Aggregate Principal Amount Offered:    US$500,000,000
Maturity Date:    September 22, 2028
Price to Public:    100.000%, plus accrued interest, if any, from September 22, 2025
Underwriting Commission:    0.150% per Floating Rate Note
Net Proceeds to the Bank after Underwriting Commission and Before Expenses:    US$499,250,000
Interest Rate:    The interest rate on the Floating Rate Notes for each interest period will be equal to the Base Rate plus the Margin.
Base Rate:    Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index) (as defined in the pricing supplement to which this offering of Floating Rate Notes relates) in accordance with the specific formula described under “Specific Terms of the Notes—Secured Overnight Financing Rate and the SOFR Index” in the pricing supplement.
Margin:    75 basis points
Interest Payment Dates:    March 22, June 22, September 22 and December 22 of each year, beginning on December 22, 2025 (each, a “Floating Rate Notes Interest Payment Date”).
Regular Record Dates:    Close of business on the day immediately preceding each Floating Rate Notes Interest Payment Date, whether or not a business day (or, if the Floating Rate Notes are held in definitive form, the 15th calendar day preceding that Floating Rate Notes Interest Payment Date, whether or not a business day).
Interest Period:    The period commencing on any Floating Rate Notes Interest Payment Date (or, with respect to the initial interest period only, commencing on September 22, 2025) to, but excluding, the next succeeding Floating Rate Notes Interest Payment Date, and in the case of the last such period, from, and including, the Floating Rate Notes Interest Payment Date immediately preceding the maturity date (or the redemption date) to, but excluding such maturity date (or such redemption date).
Interest Payment Determination Dates:    The date two U.S. Government Securities Business Days before each Floating Rate Notes Interest Payment Date (or, in the case of the final interest period of the Floating Rate Notes, the stated maturity date of the Floating Rate Notes or, if the Bank elects to redeem in whole or in part the Floating Rate Notes, the redemption date for such Floating Rate Notes).

 

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U.S. Government Securities Business Day:    Any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Day Count:    Actual/360
Day Count Convention:    If any Floating Rate Notes Interest Payment Date falls on a day that is not a business day for the Floating Rate Notes, the Bank will postpone the making of such interest or principal payment to the next succeeding business day (and interest thereon will continue to accrue to, but excluding such succeeding business day), unless the next succeeding business day is in the next succeeding calendar month, in which case such Floating Rate Notes Interest Payment Date shall be the immediately preceding business day and interest shall accrue to, but excluding such preceding business day. If the maturity date or a redemption date for the Floating Rate Notes would fall on a day that is not a business day, the payment of interest and principal will be made on the next succeeding business day, but no additional interest shall accrue and be paid unless the Bank fails to make payment on such next succeeding business day.
Calculation Agent:    BMO Capital Markets Corp.
Trade Date:    September 15, 2025
Settlement Date:    September 22, 2025; T+5
Optional Redemption:   

In addition to the tax redemption described below, the Bank may redeem the Floating Rate Notes in two situations:

 

First, on September 22, 2027 (one year prior to the maturity date), the Bank (or its successor) may redeem the Floating Rate Notes at its option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Floating Rate Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date.

 

Second, on or after August 23, 2028 (30 days prior to the maturity date), the Bank (or its successor) may redeem the Floating Rate Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Floating Rate Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date.

Taxation Redemption:    The Floating Rate Notes may be redeemed upon the occurrence of certain events pertaining to Canadian taxation.
Canadian Bail-in Powers Acknowledgement:    Yes. The Floating Rate Notes are subject to bail-in conversion under the Canadian bail-in regime.
CUSIP:    06368MXW9

 

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Denominations:    US$2,000 and multiples of US$1,000 in excess thereof.
Joint Book-Running Managers:   

BMO Capital Markets Corp.

BofA Securities, Inc.

Wells Fargo Securities, LLC

Credit Agricole Securities (USA) Inc.

NatWest Markets Securities Inc.

UBS Securities LLC

Co-Managers:   

CIBC World Markets Corp.

Natixis Securities Americas LLC

Desjardins Securities Inc.

ING Financial Markets LLC

Santander US Capital Markets LLC

AmeriVet Securities, Inc.

Mischler Financial Group, Inc.

 

The 2028 Fixed/Floating Rate Notes, the 2031 Fixed/Floating Rate Notes and the Floating Rate Notes (together, the “Notes”) are bail-inable debt securities (as defined in the prospectus) and subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (Canada) (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes.

Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, 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 their Notes more than one business day prior to the settlement date will be required, by virtue of the fact that the Notes initially will settle in five business days (T+5), to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.

Certain of the underwriters may not be U.S. registered broker dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority, Inc.

The Bank has filed a registration statement (File No. 333-285508) (including a pricing supplement, a prospectus supplement and a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read those documents and the documents incorporated therein by reference that the Bank has filed with the SEC for more complete information about the Bank and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Bank, any underwriter or any dealer participating in the offering will arrange to send you the pricing supplement, the prospectus supplement and the prospectus if you request them by calling BMO Capital Markets Corp. toll-free at (888) 200-0266, BofA Securities, Inc. toll-free at (800) 294-1322, Wells Fargo Securities, LLC toll-free at (800) 645-3751, Credit Agricole Securities (USA) Inc. toll-free at (866) 807-6030, NatWest Markets Securities Inc. toll-free at (800) 231-5830 or UBS Securities LLC toll-free at (833) 481-0269.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimer or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another email system.

 

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