40-F

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form

40-F

[Check one]

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

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


For the fiscal year ended October 31, 2024		Commission 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)

Colleen Hennessy, Bank of Montreal, 320 S. Canal Street, 7th Floor, Chicago, Illinois

60606

(312-497-6153)

(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 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 Act:

Not Applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the 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			729,585,048
Class B Preferred Shares Series 31 (Non-Viability Contingent Capital (NVCC)) 1			12,000,000
Class B Preferred Shares Series 33 (Non-Viability Contingent Capital (NVCC))			8,000,000
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))			1,250,000
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)) 2			1,000,000
Class B Preferred Shares Series 54 (Non-Viability Contingent Capital (NVCC)) 3			750,000

On November 25, 2024, the Bank redeemed all of its outstanding Class B Preferred Shares Series 31 (Non-Viability Contingent Capital (NVCC)).

On March 8, 2024, the Bank issued US$1 billion 7.700% Fixed Rate Reset Limited Recourse Capital Notes Series 4 (Non-Viability Contingent Capital (NVCC)) (“LRCN 4”). 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 are currently comprised of US$1 billion of the Non-Cumulative 5-Year Fixed Rate Reset Class B Preferred Shares Series 53 (Non-Viability Contingent Capital (NVCC)) issued concurrently with the LRCN 4.

On July 17, 2024, the Bank issued US$750 million 7.300% Fixed Rate Reset Limited Recourse Capital Notes Series 5 (Non-Viability Contingent Capital (NVCC)) (“LRCN 5”). 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 are currently comprised of US$750 million of the Non-Cumulative 5-Year Fixed Rate Reset Class B Preferred Shares Series 54 (Non-Viability Contingent Capital (NVCC)) issued concurrently with the LRCN 5.

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 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

DISCLOSURE CONTROLS AND PROCEDURES

The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Disclosure Controls and Procedures” (page

) contained in the Bank’s Management’s Discussion and Analysis for the fiscal year ended October 31, 2024 (“2024 MD&A”), filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

INTERNAL CONTROL OVER FINANCIAL REPORTING

a. Management’s annual report on internal control over financial reporting

The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Internal Control over Financial Reporting” (page 116) contained in the 2024 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

b. Auditor’s attestation report on internal control over financial reporting

The Bank’s shareholders’ auditors, KPMG LLP, have issued an audit report on our internal control over financial reporting. This audit report appears on page 133 of the Bank’s Consolidated Financial Statements for the fiscal year ended October 31, 2024, filed as Exhibit 99.3 to this annual report on

Form 40-F

and is incorporated by reference herein.

c. Changes in internal control over financial reporting

The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Changes in Internal Control over Financial Reporting” (page 116) contained in the 2024 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

AUDIT AND CONDUCT REVIEW COMMITTEE FINANCIAL EXPERT

The information provided under the heading “Audit and Conduct Review Committee Information — Composition of the Audit and Conduct Review Committee” (page 16) identifying the Bank’s Audit and Conduct Review Committee Financial Experts, and confirming the independence of the Audit and Conduct Review Committee Financial Experts, as set forth in the Bank’s Annual Information Form (dated December 5, 2024), filed as Exhibit 99.1 to this annual report on

Form 40-F,

is incorporated by reference herein.

CODE OF ETHICS

The Bank’s Code of Conduct (“Code”) is a principles-based foundational document that outlines the Bank’s expectation around business conduct and ethical behaviour. It is applicable to every director and employee of the Bank. In fiscal 2024 the Bank completed a refresh of the Code, primarily intended to increase accessibility and ensure content is relevant and aligned with evolving business and regulatory expectations. The content of the prior Code was simplified and enhanced. The most significant changes include: (1) a shift from 5 principles to 5 new commitments; (2) new content and expanded topics including, diversity, equity and inclusion, human rights, responsible use of artificial intelligence, reputation risk, and approved channels for business communications; and (3) other general enhancements including new Chair and Chief Executive Officer messages and the addition of more references and resource links. In addition to these changes, certain other technical, administrative, or non-substantive amendments were made to the Code. The amended version of the Code was furnished to the Commission on Form 6-K on March 4, 2024. The Code is available on the Bank’s website

www.bmo.com/main/about-bmo

under “Learn more about us” and is available in print without charge to any shareholder upon request. Unless and to the extent specifically referred to herein, the information on the Bank’s website shall not be deemed to be incorporated by reference in this annual report on Form 40-F.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information provided under the heading “Shareholders’ Auditors’ Services and Fees — Shareholders’ Auditors’ Fees” and “—

Pre-Approval

Policies and Procedures” (page 115) contained in the 2024 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

OFF-BALANCE

SHEET ARRANGEMENTS

The information provided under the heading “Financial Condition Review –

Off-Balance

Sheet Arrangements” (pages 66 and 67) contained in the 2024 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

CONTRACTUAL AND OTHER OBLIGATIONS

The information provided under the heading “Enterprise-Wide Risk Management – Liquidity and Funding Risk – Contractual Maturities of Assets and Liabilities and

Off-Balance

Sheet Commitments” (pages 98 and 99) contained in the 2024 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

IDENTIFICATION OF THE AUDIT AND CONDUCT REVIEW COMMITTEE

The information provided under the heading “Audit and Conduct Review Committee Information — Composition of the Audit and Conduct Review Committee” (page 16) identifying the Bank’s Audit and Conduct Review Committee and confirming the independence of the Audit and Conduct Review Committee as set forth in the Bank’s Annual Information Form (dated December 5, 2024), filed as Exhibit 99.1 to this annual report on

Form 40-F,

is incorporated by reference herein.

SUMMARY OF SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES

A summary of significant ways corporate governance practices followed by the Bank differ from corporate governance practices required to be followed by U.S. domestic companies under The New York Stock Exchange’s listing standards (disclosure required by Section 303A.11 of the NYSE Listed Company Manual) is available on the Bank’s website at

www.bmo.com

. Unless and to the extent specifically referred to herein, the information on the Bank’s website shall not be deemed to be incorporated by reference in this annual report on Form 40-F.

NOTE ON CERTAIN ACTIVITIES

During the fiscal year ended October 31, 2024, the Bank identified accounts held in Canada for an individual added to the Specially Designated Nationals (“SDN”) list of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) under Executive Order 13224 (the “Executive Order”) on February 14, 2024. The Bank has blocked these accounts, is in the process of closing the accounts and has reported the assets to OFAC as required.

Pursuant to Section 13(r) of the Exchange Act, the Bank is required to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings with certain individuals or entities, including those listed on OFAC’s SDN list under the Executive Order. Disclosure is generally required even where the activities, transactions or dealings were conducted outside the U.S. in compliance with applicable law. Revenues and profits from this relationship were not calculated but would be considered negligible.

UNDERTAKING

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on

Form 40-F

arises or transactions in said securities.


By:		/s/ Tayfun Tuzun
		Tayfun Tuzun
		Chief Financial Officer

Date: December 5, 2024


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, 2024

99.3		Consolidated Financial Statements for the Fiscal Year Ended October 31, 2024

99.4		Consent of Independent Registered Public Accounting Firm dated December 5, 2024

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

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)