蒙特利尔银行美股招股说明书(2025-12-22版)

US$1,212,000Senior Medium-Term Notes, Series KDigital Return Barrier Notes due March 23, 2027Linked to the Least Performing of the S&P 500®Index and the Russell 2000®Index and the Dow Jones IndustrialAverage® ●The notes are designed for investors who are seeking a potential 9.21% digital return (the "Digital Return”) based on the performance of theleast performing of the S&P 500®Index and the Russell 2000®Index and the Dow Jones Industrial Average®(each, a "Reference Asset"and, the least performing, the "Least Performing Reference Asset"). The Digital Return will be paid if the Final Level (as defined below) ofthe Least Performing Reference Asset is greater than or equal to 70.00% of its level on the Pricing Date (the “Initial Level”).●If the Least Performing Reference Asset decreases by more than 30.00% from its Initial Level, investors will lose 1% of the principal amountfor each 1% decrease in the level of the Least Performing Reference Asset from its Initial Level to its Final Level. In such a case, you willreceive a cash amount at maturity that is less than the principal amount, and may lose up to 100% of your principal amount at maturity.●Investing in the notes is not equivalent to a hypothetical direct investment in the Reference Assets.●The notes do not bear interest. The notes will not be listed on any securities exchange.●All payments on the notes are subject to the credit risk of Bank of Montreal.●The notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.●The CUSIP number of the notes is 06376JCA7.●Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See “Supplemental Plan of Distribution (Conflicts ofInterest)” below.●The notes will not be subject to conversion into our common shares or the common shares of any of our affiliates under subsection39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”). 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 tothe Pricing Date, which may have been variable and fluctuated depending on market conditions at such times. Certain dealers who purchased the notes for sale to certain fee-based advisoryaccounts may have foregone some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the notes in these accounts was between $980.00and $1,000 per $1,000 in principal amount. 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-5 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 othergovernmental 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 $975.11 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. The S&P 500®Index (ticker symbol "SPX") and the Russell 2000®Index (ticker symbol "RTY") and the Dow JonesIndustrial Average®(ticker symbol "INDU"). See "The Reference Assets" below for additional information. If the Final Level of the Least Performing Reference Asset is greater than or equal to its Digital Barrier Level, thenthe amount that investors will receive at maturity for each $1,000 in principal amount of the notes will equal: If the Final Level of the Least Performing Reference Asset is less than its Barrier Level, then the amount thatinvestors will receive at maturity for each $1,000 in principal amount of the notes will equal: 1Subject to the occurrence of a market disruption event, as described in the accompanying product supplement. 2As determined by the calculation agent and subject to adjustment in certain circumstances. See "General Terms of the Notes -Adjustments to a Reference Asset that is an Index" in the product supplement for additional information. Payoff Example The following table shows the hypothetical payout profile of an investment in the notes based on various hypotheticalFinal Levels (and the corresponding Percentage Change) of t