蒙特利尔银行美股招股说明书(2025-12-09版)

US$2,000,000Senior Medium-Term Notes, Series KAutocallable Barrier Notes with Memory Coupons due March 10, 2027Linked to the Least Performing of the S&P 500®Index and the NASDAQ-100 Index®and the Russell 2000®Index The notes are designed for investors who are seeking monthly contingent periodic interest payments (as described in more detail below), as well as a return ofprincipal if the closing level of each of the S&P 500®Index and the NASDAQ-100 Index®and the Russell 2000®Index (each, a "Reference Asset" and,collectively, the "Reference Assets") on any monthly Observation Date beginning in June 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, be willing to forego any potential to participate in any increase in the levelof the Reference Assets 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 0.9917% per month (approximately 11.90% per annum) depending on the performance of the Reference Assets. If the closing level of each Reference Asset on the applicable monthly Observation Date is greater than or equal to its Coupon BarrierLevel, the notes will pay (i) a Contingent Coupon on the corresponding Contingent Coupon Payment Date and (ii) and previously unpaid Contingent Coupons inrespect of any prior Observation Dates pursuant to the Memory Coupon Feature. If the closing level of any Reference Asset is less than its Coupon Barrier Levelon an Observation Date, the notes will not pay the Contingent Coupon on the corresponding Contingent Coupon Payment Date.Beginning on June 05, 2026, if on any Observation Date, the closing level of each 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 each Reference Asset and whether the closing level of any Reference Asset has declined from its Initial Level to below its Trigger Level on anytrading day during the Monitoring Period (a “Trigger Event”), as described below.If the notes are not automatically redeemed and a Trigger Event has occurred and the Final Level of the Least Performing Reference Asset is less than its Initial Level, investors will lose 1% of the principal amount for each 1% decrease in the level of the Least Performing Reference Asset from its Initial Level to its FinalLevel. In such a case, you will receive a cash amount at maturity that is less than the principal amount, together with the final Contingent Coupon, if payable.Investing in the notes is not equivalent to a hypothetical direct investment in the Reference Assets. 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 Canada DepositInsurance Corporation Act (the “CDIC Act”). Terms of the Notes: Specific Terms of the Notes: 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 supplement, the prospectussupplement or the prospectus. Any representation to the contrary is a criminal offense. The notes will be our unsecured obligations and will not be savings accounts or deposits that are insured by the United States FederalDeposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or instrumentality or other entity.On the date hereof, based on the terms set forth above, the estimated initial value of the notes is $992.30 per $1,000 in principal amount. However, as discussed in more detail below, the actual value of the notes at any BMO CAPITAL MARKETS The S&P 500®Index (ticker symbol "SPX") and the NASDAQ-100 Index®(ticker symbol "NDX") and theRussell 2000®Index (ticker symbol "RTY") . See "The Reference Assets" below for additional information. If the closing level of each Reference Asset on an Observation Date is greater than or equal to its CouponBarrier Level, on the corresponding Contingent Coupon Payment Date you will receive (i) a Contingent Coupon(calculated at the Contingent Interest Rate) in respect of that Observation Date and (ii) any previously unpaidContingent Coupons in respect of any prior Observation Dates pursuant to the Memory Coupon Feature. 0.9917% per month (approximately 11.90% per annum), if payable. Accordingly, each Contingent Coupon, ifpayable, will equal $9.917 for each $1,000 in principal a