Bank of Montreal

Regulatory Filings • Dec 16, 2025

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 40-F/A (Amendment No. 1)

[Check one]

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended October 31 , 2025 Commi ssion File Number 001-13354

BANK OF MONTREAL

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English (if applicable))

Canada

(Province or other jurisdiction of incorporation or organization)

6029

(Primary Standard Industrial Classification Code Number (if applicable))

13-4941092

(I.R.S. Employer Identification Number (if applicable))

100 King Street West , 1 First Canadian Place , Toronto , Ontario , Canada M5X 1A1 ( 416 - 867-6785 )

(Address and telephone number of Registrant’s principal executive offices)

Sajida Ali , Bank of Montreal, 320 S. Canal Street , 7th Floor , Chicago , Illinois

60606 ( 312 - 519-1023 )

(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 Class	Trading Symbol	Name Of Each Exchange On Which Registered
Common Shares	BMO	New York Stock Exchange

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

Not Applicable

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

Not Applicable

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 Shares	708,905,679
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)) 1	1,250,000
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)) 2	1,000,000

1 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)).

2 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

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 40-F of Bank of Montreal (the “Bank”) originally filed with the Securities and Exchange Commission (“SEC”) on December 4, 2025 (the “Original Annual Report”), solely to correct the date of the Bank’s Management’s Discussion and Analysis for the Fiscal Year Ended October 31, 2025. This Amendment consists solely of (i) a Cover Page, (ii) this Explanatory Note, (iii) an updated Exhibit Index, (iv) a “Management’s Discussion and Analysis for the Fiscal Year Ended October 31, 2025”, amended solely to correct the date thereof, filed as Exhibit 99.2 hereto, (v) new certifications required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed as Exhibits 99.5 and 99.6 hereto, and (vi) a signature page.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update, or restate the information in any item of the Original Annual Report or reflect any events that have occurred after the Original Annual Report was filed. Accordingly, this Amendment should be read in conjunction with the Original Annual Report.

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EXHIBIT INDEX

Exhibits	Description
97.1 *	Bank of Montreal Clawback and Recoupment Policy (incorporated by reference to Exhibit 97.1 of the Bank’s Annual Report on Form 40-F filed with the Commission on December 1, 2023)
99.1 *	Annual Information Form
99.2	Management’s Discussion and Analysis for the Fiscal Year Ended October 31, 2025
99.3 *	Consolidated Financial Statements for the Fiscal Year Ended October 31, 2025
99.4 *	Consent of Independent Registered Public Accounting Firm dated December 4, 2025
99.5	Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.7 *	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8 *	Code of Conduct (incorporated by reference to the Bank’s Current Report on Form 6-K furnished to the Commission on March 4, 2024)
101 *	Inline Interactive Data File (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
104 *	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

• Previously filed.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to the Original Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

Registrant: BANK OF MONTREAL

By:
Tayfun Tuzun
Chief Financial Officer
Date: December 16, 2025

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