蒙特利尔银行美股招股说明书(2025-10-31版)

US$5,575,000Senior Medium-Term Notes, Series KAutocallable Barrier Notes with Memory Coupons due November 03, 2027Linked to the common stock of SLB N.V. (SLB Limited) ·The notes are designed for investors who are seeking quarterly contingent periodic interest payments (as described in more detail below), as well as a return ofprincipal if the closing level of the common stock of SLB N.V. (SLB Limited) (the “Reference Asset”) on any quarterly Observation Date beginning on April 29,2026 is greater than 100% of its Initial Level (the “Call Level”). Investors should be willing to have their notes automatically redeemed prior to maturity, bewilling to forego any potential to participate in the appreciation of the Reference Asset and be willing to lose some or all of their principal at maturity.·The notes may pay Contingent Coupons at the Contingent Interest Rate of 3.25% per quarter (approximately 13.00% per annum) depending on the performance of the Reference Asset. If the closing level of the Reference Asset on the applicable quarterly Observation Date is greater than or equal to its Coupon Barrier Level,the notes will pay (i) a Contingent Coupon on the corresponding Contingent Coupon Payment Date and (ii) and previously unpaid Contingent Coupons in respectof any prior Observation Dates pursuant to the Memory Coupon Feature. If the closing level of the Reference Asset is less than its Coupon Barrier Level on anObservation Date, the notes will not pay the Contingent Coupon on the corresponding Contingent Coupon Payment Date.·Beginning on April 29, 2026, if on any Observation Date, the closing level of the Reference Asset is greater than its Call Level, the notes will be automatically redeemed. On the following Contingent Coupon Payment Date (the “Call Settlement Date"), investors will receive their principal amount plus the ContingentCoupon otherwise due. After the notes are redeemed, investors will not receive any additional payments in respect of the notes.The notes do not guarantee any return of principal at maturity. Instead, if the notes are not automatically redeemed, the payment at maturity will be based on the ·Final Level of the Reference Asset and whether the Final Level of that Reference Asset has declined from its Initial Level to below its Trigger Level on theValuation Date (a “Trigger Event”), as described below.·If the notes are not automatically redeemed and a Trigger Event has occurred, you will receive a delivery of shares of the Reference Asset (the “Physical Delivery Amount”) or, at our election, the cash equivalent (calculated as described below, the “Cash Delivery Amount”), which will be worth less than the principalamount. Specifically, the value of any Physical Delivery Amount or Cash Delivery Amount that you receive will decrease 1% for each 1% decrease in the level ofthe Reference Asset from its Initial Level to its Final Level. Any fractional shares included in the Physical Delivery Amount will be paid in cash.·Investing in the notes is not equivalent to a direct investment in the Reference Asset. The notes will not be listed on any securities exchange. ·The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000. ·Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.·The notes will not be subject to conversion into our common shares or the common shares of any of our affiliates under subsection 39.2(2.3) of the CanadaDeposit Insurance Corporation Act (the “CDIC Act”). Terms of the Notes: Specific Terms of the Notes: 1The total “Agent’s Commission” and “Proceeds to Bank of Montreal” specified above reflect the aggregate amounts at the time Bank of Montreal established its hedge positions on or prior to the Pricing Date, which mayhave been variable and fluctuated depending on market conditions at such times. Certain dealers who purchased the notes for sale to certain fee-based advisory accounts may have foregone some or all of their sellingconcessions, fees or commissions. The public offering price for investors purchasing the notes in these accounts was between $981.50 and $1,000 per $1,000 in principal amount. In addition, the “Agent’s Commission” alsoincludes a structuring fee of up to 0.10% and a selling commission of up to 1.75% of the principal amount per note.* Rounded to two decimal places. Investing in the notes involves risks, including those described in the “Selected Risk Considerations” section beginning on page P-5 hereof, the “Additional Risk Factors Relating to the Notes” section beginningon page PS-6 of the product supplement, and the “Risk Factors” section beginning on page S-1 of the prospectus supplement and on page 8 of the prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the accuracy of this document, the product suppl