蒙特利尔银行美股招股说明书(2025-11-26版)

US$8,000Senior Medium-Term Notes, Series K Callable Barrier Notes with Contingent Coupons due November 30, 2028 Linked to the Least Performing of the shares of the VanEck®Regional Banking ETF and the shares of the VanEck® ●The notes are designed for investors who are seeking monthly contingent periodic interest payments (as described in more detail below), aswell as a return of principal if the notes are redeemed prior to maturity. Investors should be willing to have their notes redeemed prior tomaturity, be willing to forego any potential to participate in the appreciation of the shares of the Reference Assets and be willing to lose some or all of their principal at maturity. ●The notes will pay a Contingent Coupon on each Contingent Coupon Payment Date at the Contingent Interest Rate of 1.5625% per month(approximately 18.75% per annum) if the closing level of each of the VanEck®Junior Gold Miners ETF, the SPDR®S&P®Regional Banking ETF, and the VanEck®Semiconductor ETF (each, a "Reference Asset" and, collectively, the "Reference Assets") on the applicable monthlyObservation Date is greater than or equal to its Coupon Barrier Level. However, if the closing level of any Reference Asset is less than itsCoupon Barrier Level on an Observation Date, the notes will not pay the Contingent Coupon for that Observation Date. ●Beginning on May 26, 2026, Bank of Montreal may, in its discretion, elect to call the notes in whole, but not in part, on any Observation Date (an "Issuer Call"). If Bank of Montreal elects to call the notes, investors will receive their principal amount plus any Contingent Couponotherwise due on the Contingent Coupon Payment Date following the Issuer Call (the "Call Settlement Date"). After the notes are redeemed Terms of the Notes: Investing in the notes involves risks, including those described in the “Selected Risk Considerations” section beginning on page P-5 hereof, the “Additional Risk FactorsRelating to the Notes” section beginning on page PS-6 of the product supplement, and the “Risk Factors” section beginning on page S-1 of the prospectus supplement and on page8 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, theproduct supplement, the prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense. The notes will be our unsecured obligations and will not be savingsaccounts or deposits that are insured by the United States Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other On the date hereof, based on the terms set forth above, the estimated initial value of the notes is $934.24 per $1,000 in principal amount. However, as discussed in more detail below, theactual value of the notes at any time will reflect many factors and cannot be predicted with accuracy. Reference Assets: The shares of the VanEck®Junior Gold Miners ETF (ticker symbol "GDXJ") and the shares of the SPDR®Regional Banking ETF (ticker symbol "KRE") and the shares of the VanEck® Underlying Index: Contingent Coupons: If the closing level of each Reference Asset on an Observation Date is greater than or equal to its Coupon BarrierLevel, a Contingent Coupon will be paid on the corresponding Contingent Coupon Payment Date at the ContingentInterest Rate, subject to the Issuer Call feature. 1.5625% per month (approximately 18.75% per annum), if payable. Accordingly, each Contingent Coupon, ifpayable, will equal $15.625 for each $1,000 in principal amount. Three trading days prior to each scheduled Contingent Coupon Payment Date. Interest, if payable, will be paid on the last business day of each month, beginning on December 31, 2025 andending on the Maturity Date, subject to the Issuer Call feature. Beginning on May 26, 2026, Bank of Montreal may, in its discretion, elect to call the notes in whole, but not in part,on any Observation Date. After the notes are redeemed pursuant to the Issuer Call, investors will not receive anyadditional payments in respect of the notes. If Bank of Montreal elects to call the notes, the Bank of Montreal willdeliver notice to the trustee on or before the applicable Observation Date. If Bank of Montreal elects to call the notes, investors will receive their principal amount plus any Contingent Couponotherwise due on the Call Settlement Date. Call Settlement Date: You will receive $1,000 for each $1,000 in principal amount of the note, unless a Trigger Event has occurred. Trigger Event:2 (Final Level - Initial Level) Initial Level $59.91 with respect to GDXJ, $37.00 with respect to KRE and $203.47 with respect to SMH, each of which is60.00% of the respective Initial Level (rounded to two decimal places). Settlement Date:November 28, 2025Valuation Date:1November 27, 2028Maturity Date:1November 30, 2028Physical Delivery Amount:We