蒙特利尔银行美股招股说明书(2026-01-08版)

US$1,100,000,000Senior Medium-Term Notes, Series Jconsisting ofUS$1,100,000,000 4.439% Fixed/Floating Rate Senior Notes due 2032 This is an offering of US$1,100,000,000 aggregate principal amount of our 4.439% Fixed/Floating Rate Senior Notes due 2032, which we refer to as the “Notes”. TheNotes will mature on January 14, 2032. We will pay interest on the Notes (a)from, and including, January 14, 2026 to, but excluding, January 14, 2031, at a fixed rate equal to 4.439% payable semi-annually oneach January 14 and July 14, beginning on July 14, 2026, and (b)from, and including, January 14, 2031 to, but excluding, the maturity date for the Notes, at a floating rate equal toCompounded SOFR (as defined herein) (determined with respect to each quarterly interest period using the SOFR Index (as defined herein)), plus 0.970%, payable quarterly onApril 14, 2031, July 14, 2031, October 14, 2031 and the maturity date. The Notes will be bail-inable notes (as defined in the accompanying prospectus supplement dated March25, 2025) and subject to conversion in whole or in part — bymeans of a transaction or series of transactions and in one or more steps — into common shares of Bank of Montreal or any of its affiliates under subsection 39.2(2.3) of theCanada Deposit Insurance Corporation Act(Canada) (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to the application of the laws of theProvince of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. We may also redeem the Notes in whole at any time upon the occurrence of certain events pertaining to Canadian taxation at 100% of their principal amount, plus accruedand unpaid interest to, but excluding, the redemption date. See “Specific Terms of the Notes — Tax Redemption.” The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future unsubordinated, unsecured indebtedness.The Notes will be issued only in registered book-entry form, in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. Investing in the Notes involves risks, including the risks described in the “Risk Factors” section beginning on page PS-2 of this pricing supplement, those described inthe “Risk Factors” section beginning on page S-2 of the accompanying prospectus supplement and those described in management’s discussion and analysis included in ourAnnual Report on Form 40-F for the year ended October31, 2025, as amended, which is incorporated by reference in the accompanying prospectus, dated March25, 2025, assupplemented by the accompanying prospectus supplement, dated March25, 2025, and this pricing supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Notes or passed upon the adequacy oraccuracy of this pricing supplement or the accompanying prospectus and prospectus supplement. Any representation to the contrary is a criminal offense. The Notes will be our senior unsecured obligations and will not be savings accounts, deposits or other obligations that are insured under the CDIC Act or anyother deposit insurance regime, or by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality in Canada, the United Statesor elsewhere. (1)Plus accrued interest, if any, from January 14, 2026, if settlement occurs after that date. Table of Contents TABLE OF CONTENTS Pricing Supplement Incorporation of Certain Information by ReferenceRisk FactorsUse of ProceedsSpecific Terms of the NotesSupplemental Tax ConsiderationsEmployee Retirement Income Security ActSupplemental Plan of Distribution (Conflicts of Interest)Validity of the Notes Prospectus Supplement About This Prospectus SupplementRisk FactorsUse of ProceedsDescription of the Notes We May OfferCertain Income Tax ConsequencesSupplemental Plan of Distribution (Conflicts of Interest)Documents Filed as Part of the Registration Statement Prospectus About This ProspectusPresentation of Financial InformationCaution Regarding Forward-Looking StatementsWhere You Can Find More InformationIncorporation of Certain Information by ReferenceRisk FactorsBank of MontrealUse of ProceedsDescription of Common Shares and Preferred SharesDescription of WarrantsDescription of Subscription ReceiptsDescription of Debt SecuritiesUnited States Federal Income TaxationCanadian TaxationEmployee Retirement Income Security ActPlan of Distribution (Conflicts of Interest)Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and OthersValidity of the SecuritiesExpertsOther Expenses of Issuance and Distribution Table of Contents We are responsible for the information contained or incorporated by reference in this pricing supplement, the accompanying prospectussupplement, the accompanying prospectus, and in any free writing prospectus we may a