蒙特利尔银行美股招股说明书(2025-12-17版)

Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature andContingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the CommonStock of Emerson Electric Co. and the Common Stock of Microsoft Corporation due December 20, 2027 Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject topotential automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon, whether the securities are automaticallycalled prior to stated maturity and, if they are not automatically called, whether you receive the face amount of your securities at stated maturity, will depend, in each case,on the closing value of the lowest performing Underlier on the relevant calculation day. The lowest performing Underlier on any calculation day is the Underlier that hasthe lowest closing value on that calculation day as a percentage of its starting valueContingent Coupon.The securities will pay a contingent coupon on a quarterly basis until the earlier of stated maturity or automatic call if, and only if, the closing value of the lowest performing Underlier on the calculation day for that quarter is greater than or equal to its coupon threshold value. If the closing value of the lowestperforming Underlier on a calculation day is less than its coupon threshold value, you will not receive any contingent coupon on the related contingent coupon paymentdate. However, if the closing value of the lowest performing Underlier on one or more calculation days is less than its coupon threshold value and, on a subsequentcalculation day, the closing value of the lowest performing Underlier on that subsequent calculation day is greater than or equal to its coupon threshold value, the securitieswill pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amountspreviously unpaid). If the closing value of the lowest performing Underlier is less than its coupon threshold value on every calculation day, you will not receive anycontingent coupons throughout the entire term of the securities. The coupon threshold value for each Underlier is equal to 60% of its starting value. The contingent couponrate is 11.80% per annumAutomatic Call.If the closing value of the lowest performing Underlier on any of the quarterly calculation days scheduled to occur from March 2026 to September 2027, inclusive, is greater than or equal to its starting value, the securities will be automatically called for the face amount plus a final contingent coupon payment and anypreviously unpaid contingent coupon paymentsPotential Loss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if, and only if, the closing value of the lowest performing Underlier on the final calculation day is greater than or equal to its downside threshold value. If the closing value of the lowestperforming Underlier on the final calculation day is less than its downside threshold value, you will lose more than 40%, and possibly all, of the face amount of yoursecurities. The downside threshold value for each Underlier is equal to 60% of its starting valueIf the securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Underlier from its starting value if its closing value on the final calculation day is less than its downside threshold value, but you will not participate in any appreciation of any Underlier and will not receiveany dividends on any UnderlierYour return on the securities will dependsolelyon the performance of the Underlier that is the lowest performing Underlier on each calculation day. You will not benefit in any way from the performance of the better performing Underliers. Therefore, you will be adversely affected ifany Underlierperforms poorly, even if the otherUnderliers perform favorablyAll payments on the securities are subject to our credit risk, and you will have no ability to pursue any Underlier for payment; if Bank of Montreal defaults on its On the date of this pricing supplement, the estimated initial value of the securities is $965.49 per security. As discussed in more detail in this pricing supplement, the actual value ofthe securities at any time will reflect many factors and cannot be predicted with accuracy. See “Estimated Value of the Securities” in this pricing supplement.The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” beginning on page PRS- 10 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement,