蒙特利尔银行美股招股说明书(2025-12-29版)

Terms of the Notes Issuer:Principal Amount:Trade Date:Issue Date:Stated Maturity Date: Bank of Montreal$1,000 per NoteDecember 23, 2025December 26, 2025December 16, 2030. The Notes are subject to redemption by Bank of Montreal prior to the Stated Maturity Date as set forth below under “Optional Redemption.” The Notes are not subject to repayment at the option of any holder of the Notes prior to the StatedMaturity Date.Unless redeemed prior to maturity by Bank of Montreal, a holder will receive on the Stated Maturity Date a cash payment in U.S. dollars equal to $1,000 per Note, plus any accrued and unpaid interest.Semi-annually on the 26th Payment at Maturity: Interest Payment Dates: day of each June and December, commencing June 26, 2026 to and including June 26, 2030, and on theStated Maturity Date, unless earlier redeemed.With respect to an Interest Payment Date, the period from, and including, the immediately preceding Interest Payment Date (or, in the case of the first Interest Period, the Issue Date) to, but excluding, that Interest Payment Date.4.40% per annum. See “General Terms of the Notes—Fixed Rate Notes” in the accompanying product supplement for a discussion of the manner in which interest on the Notes will be calculated, accrued and paid.The Notes are redeemable by Bank of Montreal, in whole, but not in part, on the Optional Redemption Dates, at 100% of their Principal Amount plus accrued and unpaid interest to, but excluding, the redemption date. Bank of Montreal will give notice to theholders of the Notes at least 5 business days and not more than 30 business days prior to the Optional Redemption Date in the mannerdescribed in the accompanying prospectus supplement under “Description of the Notes We May Offer—Notices.”Semi-annually on the 26th Optional RedemptionDates:Day Count Convention:Listing:Denominations:CUSIP:Bail-inable Notes: day of each June and December, commencing December 26, 2026 and ending June 26, 2030. 30/360; UnadjustedThe Notes will not be listed on any securities exchange. The Notes are bail-inable notes (as defined in the accompanying prospectus supplement) and are subject to conversion in whole or inpart—by means of a transaction or series of transactions and in one or more steps—into common shares of Bank of Montreal or any ofits affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation orextinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canadaapplicable therein in respect of the operation of the CDIC Act with respect to the Notes.The Notes involve risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” beginning on page PS-4 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement, page S-2 of the prospectus supplement and page 9 of the prospectus.The Notes are the unsecured obligations of Bank of Montreal, and, accordingly, all payments on the Notes are subject to the credit risk of Bank of Montreal. If Bank ofMontreal defaults on its obligations, you could lose some or all of your investment. The Notes are not insured by the Federal Deposit Insurance Corporation, the Deposit Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these Notes or passedupon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to thecontrary is a criminal offense.(1)(2)(2) (1)The original issue price for an eligible institutional investor and an investor purchasing the Notes in a fee-based advisory account will vary based on then-current market conditions and the negotiated price determined at the time of each sale; provided, however, the original issue price for such investors will not be (2)BMO Capital Markets Corp. (“BMOCM”) will receive discounts and commissions of up to $10.00 per Note, and from such underwriting discount will allowselected dealers a selling concession of up to $10.00 per Note depending on market conditions that are relevant to the value of the Notes at the time an order topurchase the Notes is submitted to BMOCM. Dealers who purchase the Notes for sales to eligible institutional investors and fee-based advisory accounts mayforgo some or all selling concessions. The per Note discounts and commissions in the table above represents the maximum discounts and commissions payableper Note and the per Note proceeds to the Issuer represents the minimum proceeds to the Issuer per Note (based on the maximum discounts and commissions).The total discounts and commissions in the table above reflects the difference between the assumed total price to public described above and the actual proceedsto the Issuer. See “Supplemental Plan of Distribution” below. BMO CAPITAL