蒙特利尔银行美股招股说明书(2026-01-21版)

●The return you receive on the notes will be based on the performance of the common stock of General Dynamics Corporation (the“Reference Asset”) from the Initial Level to the Final Level (each as defined below). The Initial Level is not equal to the closing level on thePricing Date. Your return on the notes may be more favorable if the Initial Level were equal to the closing level on the Pricing Date.●You will only receive a positive return if the Alternative Redemption Amount is greater than your initial investment. The AlternativeRedemption Amount will be equal to Share Exchange Amount (2.27743183, subject to adjustment by the calculation agent and as may bemodified for any ordinary dividend that is higher or lower than the applicable base dividend) multiplied by the Final Level of the ReferenceAsset.●The Conversion Premium Amount is 1.198, corresponding to a conversion premium of 19.80%. Accordingly, the payment at maturity will notexceed $1,000 per note unless the Final Level exceeds the Initial Level by more than 19.80%.●You will also receive periodic interest payments at the interest rate (the “Interest Rate”) of 0.25% per quarter (approximately 1.00% perannum).●Investing in the notes is not equivalent to a direct investment in the Reference Asset.●The terms of your notes will be adjusted for any ordinary dividend that is higher or lower than the applicable base dividend (specified belowfor each calendar quarter).●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 06370ECY2.●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: The Issuer and BMOCM agreed on the Pricing Date to allow BMOCM to purchase up to an additional $4,395,300.00 principal amount of notes after the Pricing Date, provided that anysuch purchases must settle on or before the 12th calendar day following the Settlement Date. Any such additional notes will be sold to BMOCM, and BMOCM will sell such additional Notes to thepublic, at varying prices equal to the then prevailing market price which shall be determined based on the price at which Bank of Montreal and/or one or more of its affiliates are then willing torepurchase notes in the secondary market. For the avoidance of doubt, such price will reflect any market-making premium that Bank of Montreal and/or any of its affiliates are offering in the 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 page 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 On the Pricing Date, based on the terms set forth above, the estimated initial value of the notes is $988.20 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. Key Terms of the Notes: Calculation Agent:BMOCMSelling Agent:BMOCM 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" inthe product supplement for additional information. As may be adjusted for any regular cash dividends that exceed or fall short of base dividend as described under "GeneralTerms of the Notes" in the product supplement. Additional Terms of the Notes You should read this document together with the product supplement dated January 15, 2026, 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 pric