蒙特利尔银行美股招股说明书(2026-02-11版)

US$380,000Senior Medium-Term Notes, Series K 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 approximately 21.40% per annum, if the closing level of the common stock of ServiceNow,Inc (the “Reference Asset”) on any quarterly Observation Date beginning in February 2027 is greater than or equal to 100% of its Initial Level (the “Call Level”).Investors should be willing to have their notes automatically redeemed prior to maturity, be willing to forego any potential to participate in the appreciation of the Beginning on February 16, 2027, if on any Observation Date, the closing level of the Reference Asset is greater than or equal to its Call Level, the notes will beautomatically 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 the Final Level of the Reference Asset and whether the Final Level of the 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, you will receive a delivery of shares of the Reference Asset (the “Physical Delivery Amount”) or, at our election, the cash equivalent (calculated as described below, the “Cash Delivery Amount”), which will be worth less than the principal amount.Specifically, the value of any Physical Delivery Amount or Cash Delivery Amount that you receive will decrease 1% for each 1% decrease in the level of theReference Asset from its Initial Level to its Final Level. Any fractional shares included in the Physical Delivery Amount will be paid in cash.Investing in the notes is not equivalent to a direct investment in the Reference Asset. 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 $970.08 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 common stock of ServiceNow, Inc (ticker symbol "NOW"). See "The Reference Asset" below for additional Beginning on February 16, 2027, if, on any Observation Date, the closing level of the Reference Asset is greaterthan or equal to its Call Level, the notes will be automatically redeemed. No further amounts will be owed to you If the notes are automatically redeemed, then, on the corresponding Call Settlement Date, investors will receivetheir principal amount plus the applicable Call Amount. If the notes are not automatically redeemed, the payment at maturity for the notes is based on the performance ofthe Reference Asset, and you will receive at maturity, for each $1,000 in principal amount of your notes, anumber of shares equal to the Physical Delivery Amount (or, at our el