# BMO NESBITT BURNS SECURITIES LTD. X-17A-5 (2026-06-17) — Broker-dealer annual report - Company: BMO NESBITT BURNS SECURITIES LTD. - Form: X-17A-5 - Filed: 2026-06-17 - Period: 2025-10-31 - Accession: 0001047797-26-000003 - CIK: 1047797 - File #: 8-50538 - Type: Broker-dealer - Material weakness: No - Auditor: KPMG LLP - Auditor location: Toronto, A6 - Contact: Stephen Gigliotti - Phone: 312-461-3918 - Email: ian.narine@bmo.com - Website: bmo.com - Signed by: Ian Narine (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1047797/000104779726000003/nesbittburns2025.pdf --- {0}------------------------------------------------ ## BMO NESBITT BURNS SECURITIES LTD. (A Wholly-Owned Subsidiary of BMO Nesbitt Burns Inc.) Financial Statements and Supplementary Schedules October 31, 2025 (With Report of Independent Registered Public Accounting Firm Thereon) {1}------------------------------------------------ | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | OMB APPROVAL
OMB Number: 3235-0123
Expires: Nov. 30, 2026
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hours per response: 12 | | | | | |-------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------|------------------------------|-----------------------|-----------------|--------------------------------------------| | ANNUAL REPORTS | | | | | SEC FILE NUMBER | | | | | FORM X-17A-5 | | | | 8-50538 | | PART III | | | | | | | | | | FACING PAGE | | | | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | | | FILING FOR THE PERIOD BEGINNING 11/01/2024 | | | | AND ENDING 10/31/2025 | | | | | | MM/DD/YY | | | | MM/DD/YY | | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: BMO NESBITT BURNS SECURITIES LTD. | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
ച Broker-dealer
O Check here if respondent is also an OTC derivatives dealer | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 1 First Canadian Place - 100 King Street West | | | | | | | | | | (No. and Street) | | | | | | Toronto | | | Ontario, Canada | | | M5X1A1 | | (City) | | | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | lan Narine | | 416-359-7329 | | | | ian.narine@bmo.com | | (Name) | | (Area Code - Telephone Number) | | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
KPMG LLP | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 333 Bay Street, Suite 4600 Toronto | | | | | ONT | M5H2S5 | | (Address) | | (City) | | (State)
85 | | (Zip Code) | | (Date of Registration with PCAOB)(if applicable) | | | | | | (PCAOB Registration Number, if applicable) | | | | FOR OFFICIAL USE ONLY | | | | | | * Claims for exemption from the requirement that the annual reports of an independent public | | | | | | | accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {2}------------------------------------------------ ### OATH OR AFFIRMATION | lan Narine | | , swear (or affirm) that, to the best of my knowledge and belief, the | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|--| | financial report pertaining to the firm of BMO NESBITT BURNS SECURITIES LTD. | | as of | | | 10/31
, 2025 , is true and correct. I further swear (or affirm) that neither the company nor any | | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | | | as that of a customer. | | | | | | | | | | | | | | | John Paul Cook, | Title: | | | | Notary Public, Province of Ontario,
limited to the attestation of instruments | CFO | | | | and the taking of affidavits, | | | | | for the Bank of Montreal and its subsidiaries.
Notary Public
Expires October 27, 2028. | | | | | This filing** contains (check all applicable boxes): | | | | | (a) Statement of financial condition. | | | | | (b) Notes to consolidated statement of financial condition. | | | | | (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of | | | | | comprehensive income (as defined in § 210.1-02 of Regulation S-X). | | | | | (d) Statement of cash flows. | | | | | (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. | | | | | [f) Statement of changes in liabilities subordinated to claims of creditors. | | | | | (g) Notes to consolidated financial statements. | | | | | (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. | | | | | ا (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | | | [] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. | | | | | (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or | | | | | Exhibit A to 17 CFR 240.18a-4, as applicable. | | | | | (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
(m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | | | | | □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR | | | | | 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. | | | | | □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net | | | | | worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 | | | | | CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences | | | | | exist. | | | | | ا (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. | | | | | (q) Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. | | | | | (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | | | (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
(t) Independent public accountant's report based on an examination of the statement of financial condition. | | | | | (u) Independent public accountant's report based on an examination of the financial statements under 17 | | | | | CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. | | | | | □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 | | | | | CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | | | [w] Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 | | | | | CFR 240.18a-7, as applicable. | | | | | @ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12,
as applicable. | | | | | □ (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or
a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). | | | | □ (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(2) or 17 CFR 240.18a-7(d)(2), as applicable. {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Canada Tel 416-777-8500 Fax 416-777-8818 ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder and the Board of Directors of BMO Nesbitt Burns Securities Ltd .: ### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of BMO Nesbitt Burns Securities Ltd. (the Company) as of October 31, 2025, the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. ### Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ### Accompanying Supplemental Information The supplemental information contained in Schedules I, II, and III has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, its form and content, is presented in conformity with 17 C.F.R. § 240.17a-5. In our opinion, the supplemental information contained in Schedules I, II, and III is fairly stated, in all material respects, in relation to the financial statements as a whole. KPMG LLP Chartered Professional Accountants, Licensed Public Accountants We have served as the Company's auditor since 2002. Toronto, Canada December 18, 2025 {5}------------------------------------------------ ### BMO NESBITT BURNS SECURITIES LTD. (A Wholly-Owned Subsidiary of BMO Nesbitt Burns Inc.) # Table of Contents | Financial Statements: | | |-----------------------------------------------------------------------------------------------------------|----| | Statement of Financial Condition | 2 | | Statement of Operations | 3 | | Statement of Changes in Stockholder's Equity | 4 | | Statement of Cash Flows | | | | | | Note to Financial Statements: | | | 1. Organization and Description of Business | б | | 2. Significant Accounting Policies | б | | 3. Fair Value Measurements | 8 | | 4. Income Taxes | 8 | | 5. Related-Party Transactions | 9 | | 6. Financial Instruments | 9 | | 7. Receivable from Clearing Broker | 10 | | 8. Deposit with Clearing Broker | 10 | | 9. Net Capital Requirements | 10 | | 10. Reportable Segment | 10 | | 11. Subsequent Events | 10 | | | | | Supplementary Information | | | Schedule I - Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities and Exchange Commission | 11 | | Schedule II - Computation for Determination of Customer Reserve Requirements and PAB Accounts Reserve | | | Requirements Under Rule 15c3-3 of the Securities and Exchange Commission | 12 | | Schedule III - Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the | | | Securities and Exchange Commission | 13 | | | | {6}------------------------------------------------ ### 2025 Annual Financial Statements BMO Nesbitt Burns Securities Ltd. (A Wholly-Owned Subsidiary of BMO Nesbitt Burns Inc.) # Statement of Financial Condition As at October 31 | Assets
Cash
Securities owned, at fair value (Note 3)
Receivable from Clearing Broker (Note 7)
Deposit with Financial Industry Regulatory Authority
Current tax receivable
Deferred tax asset
Other assets | S | 2,168,974
3,084,019
2,013,365
5,489
190,415
33
33,075 | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|-------------------------------------------------------------------------| | Total Assets | ર | 7,495,370 | | Liabilities
Payable to affiliates (Note 5)
Accrued compensation and related benefits
Total Liabilities | \$
S | 25,059
321,941
347,000 | | Stockholder's Equity
Common stock, no par value, 100 issued and outstanding
Additional paid-in capital
Retained earnings
Total Stockholder's Equity
Total Liabilities and Stockholder's Equity | ડ | 1,000,000
1,000,000
5,148,370
7,148,370
7,495,370 | 2025 See accompanying notes to financial statements. {7}------------------------------------------------ # Statement of Operations | For the year ended October 31 | | |-------------------------------|--| |-------------------------------|--| | Revenues | | |------------------------------------|----------------| | Investment advisory fee income | S
8,216,049 | | Securities commissions | 976,783 | | Other income | 801,104 | | | 9,993,936 | | | | | Expenses | | | Employee compensation and benefits | 3,946,384 | | Intercompany services (Note 5) | 1,937,827 | | Technology and communications | 874,085 | | Brokerage and clearing fees | 827,134 | | Regulatory fees | 237,616 | | Other | 235,131 | | | 8,058,177 | | Income before income tax expense | 1,935,759 | | Income tax expense (Note 4) | 511,394 | | Net Income | 5
1,424,365 | 2025 See accompanying notes to financial statements. {8}------------------------------------------------ # Statement of Changes in Stockholder's Equity | As at October 31 | | | | 2025 | |------------------------------|--------------|-----------------|-----------|-----------| | | | Additional | Retained | | | | Common Stock | Paid-in Capital | Earnings | Tota | | | | | | | | Retained Earnings | | | | | | Balance at beginning of year | 1,000,000 | 1,000,000 | 3,724,005 | 5,724,005 | | Net income | | | 1,424,365 | 1,424,365 | | Balance at End of Year | 1,000,000 | 1,000,000 | 5,148,370 | 7,148,370 | See accompanying notes to financial statements. {9}------------------------------------------------ # Statement of Cash Flows | For the year ended October 31 | | 2025 | |------------------------------------------------------------------------------|---|-----------| | Cash Flows from operating activities | | | | Net income | S | 1,424,365 | | Adjustments to reconcile net income to net cash used by operating activities | | | | Increase to current tax asset | | (170,821) | | Decrease (increase) in operating assets: | | | | Securities owned, at fair value (Note 3) | | 493,649 | | Receivable from Clearing broker | | (315,544) | | Receivable from affiliates | | 1,496 | | Deposit with Financial Industry Regulatory Authority | | (1,617) | | Other assets | | (768) | | Increase (decrease) in operating liabilities: | | | | Payable to affiliates, net | | 25,059 | | Accrued compensation and related benefits | | 65,178 | | Current tax payable | | (143,949) | | Net cash provided by operating activities | S | 1,377,048 | | Net increase in cash | | 1,377,048 | | Cash at beginning of year | S | 791,926 | | Cash at end of year | S | 2,168,974 | | | | | | Supplemental disclosure for cash flow information | | | | Cash paid during the year for income taxes, net | S | 820,967 | | | | | See accompanying notes to financial statements. {10}------------------------------------------------ # 1. Organization and Description of Business BMO Nesbitt Burns Securities Ltd. (the Company) was incorporated under the Canada Business Corporations Act on September 23, 1997. In the United States of America, the Company is registered as a broker-dealer with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Requlatory Authority (FINRA). The Company's primary source of revenue is investment advisory and commission fees for services provided to U.S. resident clients. The Company clears transactions exchanges on a fully disclosed basis through National Financial Services LL (the Clearing Broker). Accordingly, the company does not hold customer securities pursuant to SEC Rule 15c3-3(k)(2)(ii). The Company is a wholly-owned subsidiary of BMO Nesbit Burns Inc. (the Parent), a Canadian-owned investment is whollyowned by Bank of Montreal Holding Inc., which is a wholly-owned subsidiary of Bank). The Parent is a member of the Canadian Investment Regulatory Orqanization and a participant on all major Canadian stock exchanges. The Company is located in Toronto, Canada. # 2. Significant Accounting Policies ### (a) Basis of Accounting The Company maintains its financial records in United Statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP). ### (b) Use of Estimates The preparation of the financial statements, in conformity with GAAP, requires management to make affect the reported amounts of assets, liabilities, and diabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significan assets and liabilities for which we must make estimates and judgments include the financial instruments messand deferred tax assets. If actual results were to differ from the estimates, the impact would be recorded in future periods. The economic outlook is subject to several risks that could lead to a less favourable outcome for North America. The ats stem from a possible escalation of U.S. tariffs. Canadian businesses face longer-term risks if renegotiation of the United States Mexico-Canada Agreement is unsuccessful, as significant tariffs could then apply to mored to the U.S., rather than a small fraction, likely leading to a recession in Canada. Other risks include an escalation of the Russia-Ukraine war or renewed conflict in the Middle East. Substantial business pending on Al is providing crucial support to the economy, but also presents new isks for workers. While Al has not yet led to material job losses. It could inceasingy influence hiring decisions and cause dramatics in workforce composition, requiring unemployed individuals to learn new skills. The impacts on our business, results of operation, financial performance and condition, including the potential for credit, counterparket losses, and requlatory capital, as well as the impetitors, will depend on future developments, which remain uncertain. By their very nature, the estimates and judgments we make for the purposes of preparing our financial state to matters that are inherently uncertain. However, we have detailed policies and intended to ensure the judgments made in estimating these amounts are well controlled and independently reviewed, and that our policies are consistently applied from period to period. We believe that our estimates of the value of our assets and liabilities are appropriate as at October 31, 2025. ### (c) Translation of Foreign Currencies We conduct business in both Canadian and United States currencies. Monetary assets and liabilities are translated into United States dollars at the exchange rates in effect at the statement of financial condition date. Non-monetary assets and liabilities are translated into United States dollars at historical rates. Foreign currences, if any, arising on translation are recorded in the Statement of Operations, other income. Revenue and expenses denominated in foreign currencies are translated using average exchange rate for the year. ### (d) Cash Cash represents funds held in the Company's bank accounts for firm operating activities. ### (e) Securities owned, at fair value Securities owned, at fair value consist of United States Treasury Bills recorded at fair value with any unrealized gains and losses resulting from subsequent measurement of the securities included in other income in the Statement of Operations. Purchase premiums and discounts are recognized in other income using the effective interest method over the terms to maturity of the securities. {11}------------------------------------------------ ### (f) Income Taxes FASB ASC Topic 740, Income Taxes, establishes financial accounting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or the current year and deferred tax assets and liabilities for future tax consequences of events that have been recognized in an entity's financial statements or tax required in assessing future tax consequences of events that have been recognized in the Company's financial statements or tax retual outcome of these future tax consequences could impact the Company's financial condition or the Company's results of operations. Deferred income taxes are provided in recognition of temporary differences between the carrying amount of assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards made for financial reporting and income tax assets and liabilities are measured using enacted to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expensed in the financial statements for the changes in deferred tax assess and liabilities between years. ### (g) Securities Transactions Securities transactions are recorded on a trade-date basis. ### (h) Recognition of Revenue Except as otherwise disclosed in the financial statements, revenue is recognized on an accrual basis. (1) Investment advisory fee income Investment advisory fee income is composed of asset management fees charged to client accounts and is recognized when earned. (2) Securities commission Securities commissions are charged to client secounts for transaction-based brokerage services such as exchange listed equity securities and fixed income products. Revenues are recognized on trade date. (3) Other income Other income is composed primarily of interest income and unrealized gains/losses earned on investment in U.S. Treasury Bills and dient margin loan interest income. Revenue is recognized when earned. ### (i) Recently adopted accounting standards The FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" in November 2023. This ASU enhances segment disclosure requirements for all entitis, including broker-dealers, primarily through and a reportable segment's significant expenses and other segment items. Such disclosures are now required even it the entity has a single reportable secment. The Company adopted this ASU on November 1, 2024. The adoption of this guidance did not impact the Company's financial po operations. The disclosures required by this ASU are contained in Note 10. ### (j) Recently issued accounting standards The FASB issued ASU 2023 -09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", in December 2023. The guidard requires that public business entities on an annual basis. (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that the smendments in this update also require that all entities disclose on an annual basis the following information about income taxes paid: - the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes. - the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The Company is evaluating this standard. The FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220-40): Disagreqation of Income Statement Expense," in November 2024. This ASU requires entities to provide more detailed information about certain expenses in the notes to the financial statements. Entities will be reguired to disagged income statement line items hat include employee compensation, and certain other expenses. This ASU is effective for annual periods beginning after December 15, 2026 and is applied prospectively. The Company is evaluating the required additional disclosures. {12}------------------------------------------------ # 3. Fair Value Measurements FASB ASC 820, Fair Value Measurement, defines a framework for measuring fair value, and establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques. Fair vould be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement assumes that the transation to sell the asset or transfer the liability occurs in the principal market for the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income, or cost approach, as specified by ASC 820 are used to ralue. The Company validates the prices obtained from third vendors to ensure that the Company's fair value determination is reasonable. The Company evaluates the methodology of third-party pricing vel information the vendors supply. The Company often has multiple sources to support fair value pricing, and discrepancies are vetted for consistency with ASC 820. ASC 820 establishes a hierarchy for inputs used in maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable. The hierarchy is broken down into three levels based on the observability of inputs as follows: Level 1 - Quoted prices for identical instruments in active markets. Level 2 - Quoted prices for similar instruments in adentical or similar instruments in markets that are not active; and model-derived valuations in which all significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation technificant inputs or significant value drivers are unobservable. ### Significant Transfers Transfers between the various fair value hierachy levels reflect changes in the availability of quoted market inputs that result from changes in market conditions. As of October 31, 2025, the categorization of the Company's securities owned, at fair value hierarchy, is as follows: | | | | 2025 | |---------------------------------|---------|-----------|---------| | | Level 1 | Level 2 | Level 3 | | Securities owned, at fair value | । | 3,084,019 | | | | - S | 3,084,019 | | During the year there were no transfers between the various fair value hierarchy levels of fair value. ### Determination of Fair Value Securities owned, at fair value are recorded at fair value based on prevailing market prices for securities. Cash, receivable from Clearing Broker, receivable from affiliates, other assets and accrued compensation and related at amounts that approximate fair value due to their highly liquid nature and short-term maturity. ## 4. Income Taxes For Canadian tax purposes, the Company files its returns separately. The Company files its Canadian federal and provincial tax returns using its functional currency (USD). The current and deferred portions of the income included in the Statement of Operations for the year ended October 31, 2025 are as follows: | For the year ended October 31 | | | 2025 | |-------------------------------|-----------|----------|---------| | | Current | Deferred | Total | | | | | | | Federal | 290,235 5 | - S | 290,235 | | Provincial | 221,159 | - | 221,159 | | | 511.394 5 | | 511.394 | Deferred income taxes are generated from temporary differences relating to the amortization of capital or tully amortized for accounting purposes. {13}------------------------------------------------ A reconciliation of the differences between the expense on income computed at the Canadian statutory income tax ate and the Company's income tax expense is shown in the following table: | For the year ended October 31 | | 2025 | |----------------------------------------------------------------------------------|---------|---------| | Expected income tax expense at Canadian combined federal and provincial tax rate | 511,621 | 26.43 % | | Tax related to previous years | (227) | (0.01)% | | Income tax expense | 511,394 | 26.42 % | | | | | ## 5. Related-Party Transactions #### (a) Statement of Financial Condition The Company maintains cash balances at the Bank. As of October 31, 2025, the company incurred \$58 of bank related service costs during the year. Payables to affiliates relates to the net of interest paid by the Parent on behalf of the Company and revenues collected by the Parent on behalf of the Company. As at October 31, 2025, the balance was \$25,059. #### (b) Statement of Operations - Revenue The Company earns interest generated on ash held at the Bank. For the year ended October 31, 2025, the interest income. #### (c) Statement of Operations - Expenses The following table summarized the intercompany service expense included in the Statement of Operations: | For the year ended October 31 | 2025 | |-----------------------------------------|-----------| | Intercompany services: | | | Shared service expense | 30,089 | | Compliance and business oversight | 785,030 | | Support and compliance service expenses | 122,708 | | | 1,937,827 | The Company reimbursed the Bank for extenal audit services paid by the Company. For the year ended October 31, 2025, the Company incurred \$30,089 in audit expenses. The Company entered into an ageement with its Parent to receive compliance oversight services, which consisted of employees overseing the Company's compliance activities, FINRA and SEC related management oversight were also provided along with board representation. For the year ended October 31, 2025, the Company incurred \$785,030 in salary expenses. The Company entered into an agreement with BMO Bank Nation, an entity under common control, to receive various back-office support relating to marketing, enterprise isk and portfolio management, finance, tax, legal, anti-money laundering support services and compliance. For the year ended October 31, 2025, the Company support and compliance service expenses. ## 6. Financial Instruments ### (a) Concentration of Credit Risk Credit risk is the amount of accounting loss the Company would incur it the counterparty failed to perform its of of the clearing and depository operations for the company are performed by its Clearing agreement ("the Agreement"). The Company and the Clearing Broker review, as considered necessary, the counterparties with which the Company conducts business. The Company's exposure to credit risk associated with the nonperformance of counterparties in fulling their contract to securities transactions can be directly impacted by volatile securities markets, and regulatory changes. ### (b) Market Risk The securities owned by the Company involve varying degrees of market risk is the potential change in value of the financial investment caused by unfavorable changes in interest rates, or the securities underlying the instruments. The Company monitors its exposure to market risk through a variety of control procedures. {14}------------------------------------------------ # 7. Receivable from Clearing Broker Amounts receivable from the Clearing Broker at October 31, 2025, consist of the following: | As at October 31 | 2025 | |---------------------------------|-----------| | | | | Fees and commissions receivable | 1,913,365 | | Deposit with Clearing Broker | 100,000 | | | 2.013.365 | ## 8. Deposit with Clearing Broker In accordance with the Agreement with the Clearing Broker, the Clearing Broker, to the Clearing Broker, to be dealt with and caried on the books of the Clearing Broker, in accordance with SEC rules. Accordingly, the Company does not carry or hold customers' cash or securities. The Clearing Broker performs certains, clearing and settling and recordkeeping services as agent for and on behalf of the Company. The Clearing Broker performs its services for a flat to certain additional charges. Interest relating to client accounts is also split according to the Agreement. The Company is responsible for any losses or bad debts incurred by the Clearing Broker and is required to lodge a cash deposit with the Clearing Broker. As of October 31, 2025, \$100,000 of cash was deposited with the Clearing Broker. ## 9. Net Capital Requirements The Company is subject to the SEC Uniform Net Capital Rule (5c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, not exceed 15 to 1. The Company has elected to compute its net capital requirements under the alternative method, which requires that the Company maintain minimum net capital of the greater of \$250,000 or 2% of aggregate debit items as shown in the Formula for Reserve Requirement pursuant to SEC Rule 15c3-3. At October 31, 2025, the Company's net capital of \$6,643,042 was in excess of the minimum requirement by \$6,393,042. ## 10. Reportable Seqment The Company is engaged in a single line of business as a securities investment advisory and brokerage services provided to clients. The Company has identified its Chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business. Additionally, the CODM uses excess net capital (see Note 9), which is not a make operational decisions while maintaining capital adequacy, such as reing dividends. The Company's operations constitute a single operating segment and, therefore, a single reportable seqment because the business activities using information about the Company as a whole. The accounting policies used to measure the segment are the same as those described in the summary of significant accounting policies. The Company derived 0.2% of its total revenues from related parties under common control during the year ended October 31, 2025, as further described in Note 5. The segment results are reflected in the Financial Statements reported herein. ## 11. Subsequent Events The Company performed an evaluation of subsequent events through December 18, 2025, which was the financial statements were issued, and determined there were no recognized subsequent events that would require an adjustment or additional disclosure in the financial statements as of October 31, 2025. {15}------------------------------------------------ # Schedule I - Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities and Exchange Commission | For the year ended October 31 | | 2025 | |---------------------------------------------------------|---|-----------| | Net Capital: | | | | Total stockholder's equity | S | 7,148,370 | | Deductions and/or charges: | | | | Non allowable assets | | | | Other assets | | 33,075 | | Deposit with Financial Industry Regulatory Authority | | 5,489 | | Current tax asset | | 190,415 | | Deferred tax asset | | 33 | | Cash balance reported as receivable from affiliate | | 276,316 | | Total Deductions | | 505,328 | | Net capital before haircuts on securities | | 6,643,042 | | Net capital | | 6,643,042 | | Alternative net capital requirements | | 250,000 | | Excess net capital | | 6,393,042 | | | | | | Net capital in excess of 5% of combined aggregate | | | | debit items or 120% of minimum net capital requirements | | 6,343,042 | This schedule does not difer materially from the capital inder Rule 15:3-1 as of October 31, 2025, filed by the Company on Form X-17A-5 with FINRA on November 17, 2025. See accompanying notes to financial statements. {16}------------------------------------------------ # Schedule II - Computation for Determination of Customer Reserve Requirements and PAB Accounts Reserve Requirements Under Rule 15c3-3 of the Securities and Exchange Commission The Company is exempt from computing the reserve requirements under Rule 15:3-3 paragraph (k)(2)(ii) of the Securities and Exchange Commission. {17}------------------------------------------------ # Schedule III - Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission The Company is exempt from including information relating to the possession or control requirements under Rule 15:3-3 of the Securities and Exchange Commission. {18}------------------------------------------------ ## BMO NESBITT BURNS SECURITIES LTD. (A Wholly-Owned Subsidiary of BMO Nesbitt Burns Inc.) Statement of Financial Condition October 31, 2025 (With Report of Independent Registered Public Accounting Firm Thereon) {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Canada Tel 416-777-8500 Fax 416-777-8818 ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder and the Board of Directors of BMO Nesbitt Burns Securities Ltd.: ### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of BMO Nesbitt Burns Securities Ltd., (the Company) as of October 31, 2025, and the related notes (collectively, the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of October 31, 2025, in conformity with U.S. generally accepted accounting principles. ### Basis for Opinion This financial statement is the responsibility of the Entity's management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. UPMG LLP Chartered Professional Accountants, Licensed Public Accountants We have served as the Company's auditor since 2002. Toronto, Canada December 18, 2025 © 2025 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved {20}------------------------------------------------ ### BMO NESBITT BURNS SECURITIES LTD. (A Wholly-Owned Subsidiary of BMO Nesbitt Burns Inc.) ## Table of Contents | Financial Statements: | | |----------------------------------|--| | Statement of Financial Condition | | | Notes to Financial Statements | | 2 3 {21}------------------------------------------------ # Statement of Financial Condition As at October 31 | Assets | | | |-----------------------------------------------------------------------------|-----|-------------------| | Cash | ಕಿ | 2,168,974 | | Securities owned, at fair value (Note 3) | | 3,084,019 | | Receivable from Clearing Broker (Note 7) | | 2,013,365 | | Deposit with Financial Industry Regulatory Authority | | 5,489 | | Current tax receivable | | 190,415 | | Deferred tax asset | | 33 | | Other assets | | 33,075 | | Total Assets | క | 7,495,370 | | Liabilities | | | | | | | | Payable to affiliates (Note 5)
Accrued compensation and related benefits | S | 25,059
321,941 | | Total Liabilities | S | 347,000 | | | | | | Stockholder's Equity | | | | Common stock, no par value, 100 issued and outstanding | | 1,000,000 | | Additional paid-in capital | | 1,000,000 | | Retained earnings | | 5,148,370 | | Total Stockholder's Equity | | 7,148,370 | | Total Liabilities and Stockholder's Equity | న్న | 7,495,370 | 2025 See accompanying notes to financial statements. {22}------------------------------------------------ # 1. Organization and Description of Business BMO Nesbitt Burns Securities Ltd. (the Company) was incorporated under the Canada Business Corporations Act on September 23, 1997. In the United States of America, the Company is register with the Securities and Exchange Commission (SBC) and is a member of the Financial Industry Regulatory Authority (FINRA). The Company's primary source of revenue is investment advisory and commission fees for services provided to U.S. resident clients. The Company clears transactions exchanges on a fully disclosed basis through National Financial Services LLC (the Clearing Broker). Accordingly the Company does not hold customer securities pursuant to SEC Rule 15c3-3(k)(2)(ii). The Company is a wholly-owned subsidiary of BMO Nesbit Burns Inc. (the Parent), a Canadian-owned investment is whollyowned by Bank of Montreal Holding Inc., which is a wholly-owned subsidiary of Bank). The Parent is a member of the Canadian Investment Regulatory Organization and all major Canadian stock exchanges. The Company is located in Toronto, Canada. # 2. Significant Accounting Policies ### (a) Basis of Accounting The Company maintains its financial records in United States dollars. These financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP). ### (b) Use of Estimates The preparation of the financial statements, in confermanagement to make estimates and assumption that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant assets and liabilities for which we must make estimates and judgments include the financial instruments measured at fair value and income taxes. If actual results were to differ from the estimates, the impact would be recorded in future periods. The economic outlook is subject to several risks that could lead to a less favourable outcome for North America. The most immediate threats stem from a possible escalation of U.S. tariffs. Canadian businesses face longer-term risks if renegotiation of the United States-Mexico-Canada Agreement is unsuccessful, as significant tariffs could then apply to more goods exported to the U.S, rather than a small fraction, likely leading to a recession in Canada. Other risks include an escalation of the Russia-Ukraine war or renewed conflict in the Middle East. Substantial business pending on Al is providing crucial support to the economy, but also presents new risks for workers. While Al has not yet led to material job losses. It could increasingly influence hiring decisions and cashifts in workforce composition, requiring unemployed individuals to learn new skills. The impacts on our business, results of operation, financial performance and condition, including the potential for credit, counterparty and mark-to-market losses, and regulatory capital, as well as the impacts on our customers and competitors, will depend on theh remain uncertain. By their very nature, the estimates and judgments we make for the purposes of preparing our financial statements relate to matters that are inherently uncertain. However, we have detailed policies and internal controls in place that are intents made in estimating these amounts are well controlled and inat our policies are consistently applied from period to period. We believe that our estimates of the value of our assets and liabilities are appropriate as at October 31, 2025. ### (c) Translation of Foreign Currencies We conduct business in both Canadian and United States currencies. Monetary assets and liabilities are translated into United States dollars at the exchange rates in effect at the statement of financial condition date. Non-monetary assets and liabilities are translated into United States dollars at historical rates. Foreign currency differences, if any arising on translation are recorded in the Statement of Operations, other income Revenue and expenses denominated in foreign currencies are translated using average exchange rate for the year. ### (d) Cash Cash represents funds held in the Company's bank accounts for firm operating activities. ### (e) Securities owned, at fair value Securities owned, at fair value consist of United States Treasury Bills recorded at fair value with any unrealized gains and Iosses resulting from subsequent measurement of the fair value of the securities included in other income in the Statement of Operations and discounts are recognized in other income using the effective interest method over the terms to maturity of the securities. {23}------------------------------------------------ ### (f) Income Taxes FASB ASC Topic 740, Income Taxes, establishes financial accounting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or the current year and deferred tax assets and liabilities for future tax consequences of events that have been recognized in an entity's financial statements or tax required in assessing future tax consequences of events that have been recognized in the Company's or tax returns. Fluctuations in the actual outcome of these future tax consequences could impact the Company's financial condition or the Company's results of operations. Deferred income taxes are provided in recognition of temporary differences between the carrying amount of assets and heir respective tax bases, operating losses and tax credit carryforwards made for financial reporting and income tax asets and liabilities are measured using enacted to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expensed in the financial statements for the changes in deferred tax assess and liabilities between years. ### (g) Securities Transactions Securities transactions are recorded on a trade-date basis. ### (h) Recently adopted accounting standards The FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" in November 2023. This ASU enhances segment disclosure requirements for all entities, including broker-dealers, primarily through additional disclosures about a reportable segment's significant expenses and other segment items. Such disclosures are now required even if the entity has a single report. The Company adopted this ASU on November 1, 2024. The adoption of this guidance did not impact the Company's financial position or results of operations. The disclosures required by this ASU are contained in Note 10. ### (i) Recently issued accounting standards The FASB issued ASU 2023 -09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", in December 2023. The guidance in this standard requires that public business entities on an annual basis. - (1) disclose specific categories in the rate reconciliation and - (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update also require that all entities disclose on an annual basis the following information about income taxes paid: - the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes. - the amount of income taxes paid (net of refund) disqgregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The Company is evaluating this standard. The FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220-40); Disaggregation of Income Statement Expense," in November 2024. This ASU requires entities to provide more detailed information about certain expenses in the notes to the financial statements. Entities will be required to disaggregate income statement line items that include employee compensation, depreciation, and certain other expenses. This ASU is effective for annual periods beginning after December 15, 2026 and is applied prospectively. The Company is evaluating the required additional disclosures. {24}------------------------------------------------ ## 3. Fair Value Measurements FASB ASC 820, Fair Value Measurement, defines a framework for measuring fair value, and establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to transfer a liability in an orderly transaction between market participants at the measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income, or cost approach, as specified by ASC 820 are used to walve. The Company validates the prices obtained from third vendors to ensure that the Company's fair value determination is reasonable. The Company evaluates the methodology of third-party pricing vendors as well as security level information the vendors supply. The Company often has multiple sources to support fair value pricing, and discrepancies are vetted for consistency with ASC 820. ASC 820 establishes a hierarchy for inputs used in meximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broked on the observability of inputs as follows: Level 1 - Quoted prices for identical instruments in active markets. Level 2 – Quoted prices for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques or more significant inputs or significant value drivers are unobservable. #### Significant Transfers Transfers between the various fair value hierarchy levels refect changes in the availability of quoted market inputs that result from changes in market conditions. As of October 31, 2025, the categorization of the Company's securities owned, at fair value hierarchy, is as follows: | | | | 2025 | |---------------------------------|---------|--------------|---------| | | Level 1 | Level 2 | Level 3 | | Securities owned, at fair value | - \$ | 3,084,019 | | | | ം | 3,084,019 \$ | l | During the year there were no transfers between the various fair value hierarchy levels of securities owned, at fair value. #### Determination of Fair Value Securities owned, at fair value are recorded at fair value based on prevailing market prices for securities. Cash, receivable from Clearing Broker, receivable from affiliates, other assets and accrued compensation and related at amounts that approximate fair value due to their highly liquid nature and short-term maturity. ### 4. Income Taxes For Canadian tax purposes, the Company files its feturns separately. The Company files its Canadian federal and provincial tax returns using its functional currency (USD). ### 5. Related-Party Transactions #### (a) Statement of Financial Condition The Company maintains cash balances at the Bank. As of October 31, 2025, the cash balance was \$968,974. The Company incurred \$58 of bank related service costs during the year. Payables to affiliates relates to the net of intercompany services paid by the Company and revenues collected by the Parent on behalf of the Company. As at October 31, 2025, the balance was \$25,059. {25}------------------------------------------------ # 6. Financial Instruments ### (a) Concentration of Credit Risk Credit risk is the amount of accounting loss the Company would incur if the counterparty failed to perform its obligations under contractual terms. All of the clearing and depository operations for the Company are performed by its Clearing agreement ("the Agreement"). The Company and the Clearing Broker review, as considered necessary, the credit standing of the counterparties with which the Company conducts business. The Company's exposure to credit risk associated with the nonperformance of counterparties in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatiles markets, and regulatory changes. ### (b) Market Risk The securities owned by the Company involve varying degrees of market risk is the potential change in value of the financial investment caused by unfavorable changes in interest rates, or the securities underlying the instruments. The Company monitors its exposure to market risk through a variety of control procedures. # 7. Receivable from Clearing Broker Amounts receivable from the Clearing Broker at October 31, 2025, consist of the following: | As at October 31 | 2025 | |-----------------------------------------------------------------|----------------------| | Fees and commissions receivable
Deposit with Clearing Broker | 1,913,365
100,000 | | | 2,013,365 | ## 8. Deposit with Clearing Broker In accordance with the Agreement with the Clearing Broker, the Company introduces clients to the Clearing Broker, to be dealt with and carried on the books of the Clearing Broker, in accordance with SEC rules. Accordingly, the Company does not carry or hold customers' cash or securities. The Clearing Broker performs certains, clearing and setting and recordkeeping services as agent for and on behalf of the Company. The Clearing Broker performs its services for a flat fee per trade, subject to certain additional charges is is also split according to the Agreement. The Company is responsible for any losses or bad debts incurred by the Clearing Broker and is required to lodge a cash deposit with the Clearing Broker. As of October 31, 2025, \$100,000 of cash was deposited with the Clearing Broker. ## 9. Net Capital Requirements The Company is subject to the SEC Uniform Net Capital Rule (5C3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined shall not exceed 15 to 1. The Company has net capital requirements under the alternative method, which requires that the Company maintain minimum net capital as defined, equal to the greater of \$250,000 or 2% of aggregate debit items as shown in the Formula for Reserve Requirement pursuant to SEC Rule 15:3-3. At 0ctober 31, 2025, the Company's net capital of \$6,643,042 was in excess of the minimum requirement by \$6,393,042. ## 10. Reportable Segment The Company is engaged in a single line of business as a securities broker-dealer, which includes investment advisory and brokerage services provided to clients. The Company has identified its Chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business. Additionally, the CODM uses excess net capital is not a measure of profit and loss, to make operational decisions while maintaining capital as reinvesting profits or paying dividends. The Company's operations onstitute a single operating segment and, therefore, a single reportable segment because the business activities using information about the Company as a whole. The accounting policies used to measure the same as those as those decribed in the summary of significant accounting policies. The Company derived 0.2% of its total revenues from related parties under on be year ended October 31, 2025, as further described in Note 5. The segment results are reflected in the Financial Statements reported herein. {26}------------------------------------------------ # 11. Subsequent Events The Company performed an evaluation of subsequent events through December 18, 2025, which was the financial statements were issued, and determined there were no recognized subsequent events that would require an adjustment or additional disclosure in the financial statements as of October 31, 2025. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.