蒙特利尔银行美股招股说明书(2025-12-23版)

US$1,299,000Senior Medium-Term Notes, Series KDigital Return Barrier Notes due March 24, 2027 The notes are designed for investors who are seeking a potential 12.17% digital return (the "Digital Return”) based on the performance of the least performing of the S&P 500®Index and the Russell 2000®Index (each, a "Reference Asset" and, the least performing, the "LeastPerforming Reference Asset"). The Digital Return will be paid if the Final Level (as defined below) of the Least Performing Reference Asset is greater than or equal to 75.00% of its level on the Pricing Date (the “Initial Level”).If the Least Performing Reference Asset decreases by more than 25.00% from 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 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. 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 $995.00 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 other 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 the Least Performing Reference Asset, reflecting the 12.17% DigitalReturn, the Digital Barrier Level of 75.00% of its Initial Level and Barrier Level of 75.00% of its Initial Level. Please see“Examples of the Hypothetical Payment at Maturity for a $1,000 Investment in the Notes” below for more detailed examples. Additional Terms of the Notes You should read this document together with the product supplement dated March 25, 2025, the prospectussupplement dated March 25, 2025 and the prospectus dated March 25, 2025.This document, together with the documentslisted below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as wellas any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structuresfor implementation, sample structures, fact sheets, brochures or other educational materials of ours or the agent.Youshould carefully consider, among other things, the matters set forth in Additional Risk Factors Relating to the Notes in the product You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, byreviewing our filings for the relevant date on the SEC website): Product supplement dated March 25, 2025:https://www.sec.gov/Archives/edgar/data/927971/000121465925004741/g324250424b2.htm Prospectus supplement dated March 25, 2025 and prospectus dated March 25, 2025:https://www.sec.gov/Archives/edgar/data/927971/000119312525062081/d840917d424b5.htm Our Central Index Key, or CIK, on the SEC website is 927971. As used in this document, "we", "us" or "our" refers toBank of Montreal. Selected Risk Considerations An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in theReference Assets. These risks are explained in more detail in the “Additional Risk Factors Relating to the Notes” section o