Registration Statement No. 333-285508
Filed Pursuant to Rule 433
Dated 5, 2025
NEW ISSUE: Bank of Montreal’s Step - Down Autocallable Barrier Notes with Step - Up Call Amount Linked to a Reference Asset These notes do not guarantee the return of your principal at maturity NOTE INFORMATION Issuer: Bank of Montreal Minimum Investment: $1,000 (and $1,000 increments thereafter) DATES Offering Period Closes: May 09, 2025 Pricing Date: On or about May 09, 2025 Settlement Date: On or about May 14, 2025 Valuation Date: On or about May 09, 2029 Maturity Date: On or about May 14, 2029 Term: Approximately 4 Years Issue: ARC - 4902 REFERENCE ASSET S&P 500 Index ® (Bloomberg symbol: SPX) TERMS Trigger Level: 70% of the Initial Level Automatic Redemption: If, on any Observation Date, the closing level of the Reference Asset is greater than or equal to its Call Level, the notes will be automatically redeemed. Trigger Event: T he closing level of the Reference Asset is less than its Trigger Level on the Valuation Date . CUSIP 06376E4H2 Please see the following page for additional information about the terms included on this cover page, and how your investment ma y be impacted. Any capitalized term not defined herein shall have the meaning set forth in the preliminary pricing supplement to which the term sheet relates (se e h yperlink below). 1 SEC File No. 333 - 285508 | May 05, 2025 TERMS CONTINUED Observation Dates, Call Settlement Dates, Call Amounts and Call Levels: Payment Upon Automatic Redemption : If the notes are automatically redeemed, then, on the corresponding Call Settlement Date, investors will receive their principal amount plus the applicable Call Amount. INVESTMENT OBJECTIVE The objective of the notes is to provide clients the potential to earn a return equal to the applicable Call Amount if the notes are automatically redeemed, while offering limited downside protection against a slight to moderate decline in the Reference Asset over the term of the notes. As such, the notes may be suitable for investors with a moderately bullish view of the Reference Asset over the term of the notes. The performance of the notes may not be consistent with the investment objective. This term sheet, which gives a brief summary of the terms of the notes, relates to, and should be read in conjunction with, t he pricing supplement dated May 05, 2025, the Product Supplement dated March 25, 2025, the Prospectus Supplement dated March 25, 2025, and to the Prospectus dated March 25, 2025. Observation Dates Call Amounts (per Note) Potential Call Settlement Dates Call Level May 11, 2026 $84.500 May 14, 2026 100.00% of the Initial Level August 11, 2026 $105.625 August 14, 2026 100.00% of the Initial Level November 11, 2026 $126.750 November 16, 2026 100.00% of the Initial Level February 10, 2027 $147.875 February 16, 2027 100.00% of the Initial Level May 11, 2027 $169.000 May 14, 2027 100.00% of the Initial Level August 11, 2027 $190.125 August 16, 2027 100.00% of the Initial Level November 10, 2027 $211.250 November 15, 2027 100.00% of the Initial Level February 09, 2028 $232.375 February 14, 2028 100.00% of the Initial Level May 10, 2028 $253.500 May 15, 2028 100.00% of the Initial Level August 09, 2028 $274.625 August 14, 2028 100.00% of the Initial Level November 09, 2028 $295.750 November 14, 2028 100.00% of the Initial Level February 09, 2029 $316.875 February 14, 2029 100.00% of the Initial Level Valuation Date $338.000 Maturity Date 70.00% of the Initial Level
2 Payment at Maturity (if held to the Maturity Date): If the notes are not automatically redeemed, the payment at maturity for the notes is based on the performance of the Reference Asset. You will receive $1,000 for each $1,000 in principal amount of the notes, unless the Final Level of the Reference Asset is less than its Trigger Level. If the Final Level of the Reference Asset is less than its Trigger Level , you will receive at maturity, for each $1,000 in principal amount of your notes, a cash amount equal to: $1,000 + [$1,000 x (Percentage Change of the Reference Asset)] This amount will be less than the principal amount of your notes, and may be zero. Percentage Change: The Percentage Change of the Reference Asset, expressed as a percentage, is calculated using the following formula: (Final Level – Initial Level) / Initial Level Initial Level: T he closing level of the Reference Asset on the Pricing Date. Final Level: T he closing level of the Reference Asset on the Valuation Date. Principal at Risk: Investors in these notes could lose all or a substantial portion of their investment at maturity if there has been a decline in the market value of the Reference Asset and the Final Level of the Reference Asset is less than its Trigger Level. We urge you to carefully review the documents described in “Additional Information” below, including the risk factors set forth and incorporated by reference therein, prior to making an investment decision. Secondary Market: The notes will not be listed on any securities exchange. Although not obligated to do so, BMO Capital Markets Corp. (or one of its affiliates), plans to maintain a secondary market in the notes after the Settlement Date. Proceeds from a sale of notes prior to maturity may be less than the principal amount initially invested.
3 Selected Risk Considerations: The risks summarized below are some of the most important factors to be considered prior to any purchase of the notes. Investors are urged to read all the risk factors related to the notes in the pricing supplement and the product supplement to which this term sheet relates. • You could lose up to the entire principal amount of your notes, and your potential return on the notes is limited to any Call Amounts, if any. If the notes are not automatically redeemed and if a Trigger Event has occurred with respect to the Reference Asset, and if the Final Level of the Reference Asset is less than its Initial Level, you will lose 1% of the principal amount for each 1% that the Final Level of the Reference Asset is less than its Initial Level. • You will not receive any coupons with respect to your notes. • Your notes are subject to automatic early redemption. If the notes are so redeemed, you may not be able to invest the proceeds in a security with a similar return. • Your return on the notes is limited to the potential Call Amount, regardless of any increase in the level of the Reference Asset. • Higher Call Amounts or a lower Trigger Level may reflect greater expected volatility of the Reference Asset, and greater expected volatility generally indicates an increased risk of loss at maturity. • Your return on the notes may be lower than the return on a conventional debt security of comparable maturity. • The notes are unsecured debt obligations of the Issuer and your investment is subject to the credit risk of the Issuer. • Our and our affiliates’ activities may conflict with your interests and may also adversely affect the value of the notes. • Our initial estimated value of the notes will be lower than the price to public, does not represent any future value of the notes, and may also differ from the estimated value of any other party. • The terms of the notes are not determined by reference to the credit spreads for our conventional fixed - rate debt. • The inclusion of the hedging profits, if any, in the initial price to public of the notes, as well as our hedging costs, is likely to adversely affect the price at which you can sell your notes. • You will not have any shareholder rights and will have no right to receive any securities represented by the Reference Asset at maturity. • We have no affiliation with the sponsor of the Reference Asset, and will not be responsible for their actions. • Changes that affect the Reference Asset will affect the market value of the notes, whether the notes will be automatically called, and the amount you will receive at maturity. Adjustments to the Reference Asset could adversely affect the notes. The sponsor of the Reference Asset may make adjustments, discontinue or suspend calculations or publication of that Reference Asset, or discontinue of suspend maintenance of that Reference Asset at any time. • The notes will not be listed on any securities exchange. BMOCM may offer to purchase the notes in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. • We and our affiliates may engage in hedging and trading activities related to the notes that could adversely affect our payment to you at maturity.
4 Hypothetical Calculations for the Payment at Maturity: Examples of the Hypothetical Payment at Maturity for a $1,000 Investment in the notes The following examples illustrate the hypothetical payments on a note at maturity, assuming that the notes are not automatica lly called prior to maturity. The hypothetical payments are based on a $1,000 investment in the notes, a hypothetical Initial Level of 1 00. 00, a hypothetical Trigger Level of 70.00 for each Reference Asset (70% of its hypothetical Initial Level), a hypothetical Call Lev el of 100.00 with respect to the first through twelfth Observation Dates (100.00% of the hypothetical Initial Level) and 70.00 with respec t t o the thirteenth Observation Date (70.00% of the hypothetical Initial Level), hypothetical Call Amounts representing a return of ap pro ximately 8.45% per annum, a range of hypothetical Final Levels of the Reference Asset and the effect on the payment at maturity if ( i ) a Trigger Event occurs with respect to the Reference Asset or (ii) if a Trigger Event does not occur with respect to the Reference Asset. The hypothetical examples shown below are intended to help you understand the terms of the notes. If the notes are not automa tic ally called prior to maturity, the actual cash amount that you will receive at maturity will depend upon whether the closing level of the Reference Asset is below its Trigger Level on the Valuation Date. If the notes are automatically called prior to maturity, t he hypothetical examples below will not be relevant, and you will receive on the applicable Call Settlement Date, for each $1,000 principal a mou nt, the principal amount plus the applicable Call Amount. These examples do not give effect to any U.S. federal tax payments or brokerage commissions that you may be required to pay i n connection with your purchase of the notes. Hypothetical Examples of Amounts Payable Upon an Automatic Call – The following hypothetical examples illustrate how hypothetical payments are calculated upon an automatic call. Example 1: The closing level of the Reference Asset increases by 10.00% from the Initial Level to a closing level of 110.00 o n t he first Observation Date. Because the closing level of the Reference Asset on the first Observation Date is greater than its Call Level, the investor receives on the first Call Settlement Date a cash payment of $1,084.50, representing the principal amount plus the c orr esponding hypothetical Call Amount. After the notes are called, they will no longer remain outstanding and there will be no further pay men ts on the notes. Example 2: The closing level of the Reference Asset decreases by 10.00% from the Initial Level to a closing level of 90.00 on th e first Observation Date, but the closing level of the Reference Asset increases by 10.00% from the Initial Level to a closing lev el of 110.00 on the second Observation Date. Because the notes are not called on the first Observation Date and the closing level of the Reference Asset on the second Observation Date is greater than its Call Level, the investor receives on the second Call Settl eme nt Date a cash payment of $1,105.625, representing principal amount plus the corresponding hypothetical Call Amount. After the notes are called, they will no longer remain outstanding and there will be no further payments on the notes. Example 3: The notes are not called on any of the Observation Dates prior to the final Observation Date, and the closing leve l o f the Reference Asset increases by 20.00% from the Initial Level to 120.00 on the Valuation Date. Because the notes are not called on any of the preceding Observation Dates and the closing level of the Reference Asset on the Valuation Date is greater than its Call Level, the investor receives on the maturity date a cash payment of $1,338.00, representing the principal amount plus the cor res ponding hypothetical Call Amount. Hypothetical Example of Amounts Payable at Maturity – The following hypothetical example illustrates how hypothetical payments at maturity are calculated, assuming the notes have not been automatically called. Example 4: The closing level of the Reference Asset decreases by 80.00% from the Initial Level to its Final Level of 20.00 on th e Valuation Date, which is less than its Trigger Level. The notes are not called on any Observation Date because the closing level of the Reference Asset is below its Call Level on each Observation Date (including the Valuation Date). Because the Final Level of t he Reference Asset is less than its Initial Level as well as its Trigger Level, the investor receives at maturity, a cash paymen t o f $200.00 per note, calculated as follows: Principal Amount + [Principal Amount × Percentage Change of the Reference Asset] = $1,000 + ($1,000 x - 80.00%) = $1,000 - $800.00 = $200.00 The payments shown above are entirely hypothetical; they are based on levels of the Reference Asset that may not be achieved and on assumptions that may prove to be erroneous. The actual market value of your notes at maturity or at any other time, including an y time you may wish to sell your notes, may bear little relation to the hypothetical payments at maturity shown above, and those amo unt s should not be viewed as an indication of the financial return on an investment in the notes or on an investment in the securities in clu ded in the Reference Asset.
Additional Information The notes will not constitute deposits insured by the U.S. Federal Deposit Insurance Corporation or under the Canada Deposit Ins urance Corporation or by any other U.S. or Canadian governmental agency or instrumentality. The notes will not be subject to conversion into our common shares or the common shares of any of our affiliates under subsec tio n 39.2(2.3) of the Canada Deposit Insurance Corporation Act. Neither the U.S. Securities and Exchange Commission (the “SEC”), nor any state securities commission, has reviewed or approve d t hese notes, nor or otherwise passed upon the accuracy of this document, to which it relates or the accompanying product supplement , p rospectus supplement, or prospectus. Any representation to the contrary is a criminal offense. The Issuer has filed a registration statement with the SEC for the offerings to which this communication relates. Before you in vest, you should read the prospectus in that registration statement and the other documents discussed below that the Issuer has filed w ith the SEC for more complete information about the Issuer and these offerings. You may obtain these documents free of charge by visiting th e S EC’s web site at http://www.sec.gov . Alternatively, the Issuer will arrange to send to you the prospectus (as supplemented by the prospectus supplement, product supplement, and preliminary pricing supplement to which this term sheet relates) if you request it by cal lin g its agent toll - free on 1 - 877 - 369 - 5412 or emailing investor.solutions@bmo.com . The information in this term sheet is qualified in its entirety by the more detailed explanations set forth elsewhere in the Iss uer’s preliminary pricing supplement dated May 05, 2025 and the accompanying product supplement, prospectus supplement, and prospectus. Unless the context provides otherwise, capitalized terms used in this term sheet but not defined shall have the meaning assigned to them in the pricing supplement, product supplement, prospectus supplement, or prospectus, as applicable, to which this term sheet relates. Infor mat ion about retrieving these documents can be found elsewhere in this term sheet. You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website): • Preliminary Pricing Supplement dated May 05, 2025: https://www.sec.gov/Archives/edgar/data/927971/000121465925006952/b55251fwp.htm • Product Supplement dated March 25, 2025: https://www.sec.gov/Archives/edgar/data/927971/000121465925004743/b324250424b2.htm • Prospectus Supplement dated March 25, 2025 and Prospectus dated March 25, 2025: https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm Our Central Index Key, or CIK, on the SEC website is 927971. As used in this terms sheet, the “Issuer,” “we,” “us” or “our” r efe rs to Bank of Montreal, but not its consolidated subsidiaries. This term sheet contains no description or discussion of the United States tax consequences of the acquisition, holding or di spo sition of the notes. We urge you to carefully read the section entitled “U.S. Federal Tax Information” in the accompanying pricing supplement, the section entitled “Supplemental Tax Considerations — Supplemental U.S. Federal Income Tax Considerations” in the accompanying product supplement, the section “United States Federal Income Taxation” in the accompanying prospectus and the section entitled “Cert ain Income Tax Consequences” in the accompanying prospectus supplement, in each case, to which this term sheet relates. You should consult your tax advisor about your own tax situation. 5