蒙特利尔银行美股招股说明书(2025-12-31版)

US$3,978,000Senior Medium-Term Notes, Series KStep Down Autocallable Barrier Notes with Step Up Call Amount due December 29, 2028 The notes are designed for investors who are willing to forego interest payments and are seeking a return equal to the applicable Call Amount (as set forth hereinunder “Key Terms of the Notes”), which represents a return equal to at least 10.20% per annum, if the closing level of each of the S&P 500® NASDAQ-100 Index®and the Russell 2000®Index (each, a "Reference Asset" and, collectively, the "Reference Assets") on any semiannually Observation Date beginning in December 2026 is greater than or equal to its Call Level (as defined below). Investors should be willing to have their notes automatically redeemedprior to maturity, be willing to forego any potential to participate in any increase in the level of the Reference Assets, be willing to forego any interest and bewilling to lose some or all of their principal at maturity.Beginning on December 31, 2026, if on any Observation Date, the closing level of each Reference Asset is greater than or equal to its Call Level, the notes will be automatically redeemed. On the corresponding settlement date (the “Call Settlement Date"), investors will receive their principal amount plus the Call Amountcorresponding to the applicable Observation Date. 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 theFinal Level of each Reference Asset and whether the Final Level of any Reference Asset has declined from its Initial Level to below its Trigger 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 such a case, you will receive a cash amount at maturity that isless than the principal amount.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.Our subsidiary, BMO Capital Markets Corp. (“BMOCM”), is the agent for this offering. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.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: Investing in the notes involves risks, including those described in the “Selected Risk Considerations” section beginning on page P-5 hereof, the “Additional Risk Factors Relating to the Notes” section beginningon page PS-6 of the product supplement, and the “Risk Factors” section beginning on page S-1 of the prospectus supplement and on page 8 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, 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 $972.04 per $1,000 in principal amount. However, as discussed in more detail below, the actual value of the notes at anytime will reflect many factors and cannot be predicted with accuracy. BMO CAPITAL MARKETS Key Terms of the Notes: The S&P 500®Index (ticker symbol "SPX") and the NASDAQ-100 Index®(ticker symbol "NDX") and theRussell 2000®Index (ticker symbol "RTY"). See "The Reference Assets" below for additional information.Beginning on December 31, 2026, if on any Observation Date, the closing level of each Reference Asset isgreater than or equal to its Call Level, the notes will be automatically redeemed. No further amounts will be Reference Assets: Automatic Redemption: If the notes are automatically redeemed, then, on the corresponding Call Settlement Date, investors will receivetheir principal amount plus the applicable Call Amount. Maturity Date:1December 29, 2028Calculation Agent:BMOCMSelling Agent:BMOCM 1Subject to the occurrence of a market disruption event, as describe