蒙特利尔银行美股招股说明书(2026-01-22版)

US$13,439,000Senior Medium-Term Notes, Series K The notes are designed for investors who are seeking monthly contingent periodic interest payments (as described in more detail below), as well as a return ofprincipal if the closing level of the Class A subordinate voting shares of Shopify Inc. (the “Reference Asset”) on any monthly Observation Date beginning in July2026 is greater than 100% of its Initial Level (the “Call Level”). Investors should be willing to have their notes automatically redeemed prior to maturity, bewilling to forego any potential to participate in the appreciation of the Reference Asset and be willing to lose some or all of their principal at maturity. The notes will pay a Contingent Coupon on each Contingent Coupon Payment Date at the Contingent Interest Rate of 1.275% per month (approximately 15.30% per annum) if the closing level of the Reference Asset on the applicable monthly Observation Date is greater than or equal to its Coupon Barrier Level. However, ifthe closing level of the Reference Asset is less than its Coupon Barrier Level on an Observation Date, the notes will not pay the Contingent Coupon for thatObservation Date. Beginning on July 20, 2026, if on any Observation Date, the closing level of the Reference Asset is greater than its Call Level, the notes will be automaticallyredeemed. On the following Contingent Coupon Payment Date (the “Call Settlement Date"), investors will receive their principal amount plus the ContingentCoupon otherwise due. 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 the Reference Asset and whether the Final Level of that 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 ofthe Reference Asset from its Initial Level to its Final Level. In such a case, you will receive a cash amount at maturity that is less than the principal amount,together with the final Contingent Coupon, if payable. 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 Deposit 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 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 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 $963.41 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: Additional Terms of the Notes You should read this document together with the product supplement dated March 25, 2025, the prospectus supplement dated March 25,2025 and the prospectus dated March 25, 2025.This document, together with the documents listed below, contains the terms of the notes andsupersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicativepricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filingsfor the relevant date on the SEC website): O