蒙特利尔银行美股招股说明书(2025-12-12版)

US$500,000Senior Medium-Term Notes, Series KAutocallable Buffer Notes with Memory Coupons due December 15, 2027Linked to the Least Performing of the Class A common stock of Meta Platforms, Inc. and the common stock of Amazon.com, Inc. and thecommon stock of Snowflake Inc. 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 Class A common stock of Meta Platforms, Inc. and the common stock of Amazon.com, Inc. and the common stock ofSnowflake Inc. (each, a "Reference Asset" and, collectively, the "Reference Assets") on any monthly Observation Date beginning in December 2026 is greater than100% of its Initial Level (the “Call Level”). Investors should be willing to have their notes automatically redeemed prior to maturity, be willing to forego anypotential to participate in the appreciation of the Reference Assets and be willing to lose a significant portion of their principal at maturity.The notes may pay Contingent Coupons at the Contingent Interest Rate of 1.25% per month (approximately 15.00% 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 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 any 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 December 10, 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 theContingent Coupon 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 Final Level of any Reference Asset has declined from its Initial Level to below its Buffer Level on theValuation Date (a “Trigger Event”), as described below.If the notes are not automatically redeemed and a Trigger Event has occurred, investors will lose 1% of the principal amount for each 1% decrease in the level of the Least Performing Reference Asset (as defined below) from its Initial Level to its Final Level in excess of 25.00%. In such a case, you will receive a cashamount 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 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: Pricing Date:December 10, 2025Settlement Date:December 15, 2025Specific 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 $991.00 and $1,000 per $1,000 in principal amount. We or one of our affiliates will also pay areferral fee to certain dealers of up to 0.40% of the principal amount in connection with the distribution of the notes.* Rounded to two decimal places. 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 $973.43 per $1,000 in princip