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蒙特利尔银行美股招股说明书(2026-05-12版)

2026-05-12 美股招股说明书 一抹朝阳
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US$985,000Senior Medium-Term Notes, Series KAutocallable Barrier Notes with Memory Coupons due May 11, 2028Linked to the Least Performing of the Class A common stock of Mastercard Incorporated and the common shares of American ExpressCompany and the Class A common stock of Visa Inc.The notes are designed for investors who are seeking quarterly contingent periodic interest payments (as described in more detail below), as well as a return of principal if the closing level of each of the Class A common stock of Mastercard Incorporated and the common shares of American Express Company and theClass A common stock of Visa Inc. (each, a "Reference Asset" and, collectively, the "Reference Assets") on any quarterly Observation Date beginning in August2026 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 Assets and be willing to lose some or all of their principal at maturity.The notes may pay Contingent Coupons at the Contingent Interest Rate of 3.00% per quarter (approximately 12.00% per annum) depending on the performance of the Reference Assets. If the closing level of each Reference Asset on the applicable quarterly Observation Date is greater than or equal to its Coupon Barrier Level,the notes will pay (i) a Contingent Coupon on the corresponding Contingent Coupon Payment Date and (ii) and previously unpaid Contingent Coupons in respectof any prior Observation Dates pursuant to the Memory Coupon Feature. If the closing level of any Reference Asset is less than its Coupon Barrier Level on anObservation Date, the notes will not pay the Contingent Coupon on the corresponding Contingent Coupon Payment Date.Beginning on August 10, 2026, if on any Observation Date, the closing level of each Reference Asset is greater than its Call Level, the notes will be automatically Coupon 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 the Final 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, you will receive a delivery of shares of the Least Performing 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 thanthe principal amount. Specifically, the value of any Physical Delivery Amount or Cash Delivery Amount that you receive will decrease 1% for each 1% decrease inthe level of the Least Performing Reference Asset from its Initial Level to its Final Level. Any fractional shares included in the Physical Delivery Amount will bepaid in cash.Investing in the notes is not equivalent to a direct investment in the Reference Assets. 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: Pricing Date:May 08, 2026Settlement Date:May 13, 2026Specific Terms of the Notes: 1The total “Agent’s Commission” and “Proceeds to Bank of Montreal” specified above reflect the aggregate amounts at the time Bank of Montreal established its hedge positions on or prior to the Pricing Date, which mayhave been variable and fluctuated depending on market conditions at such times. Certain dealers who purchased the notes for sale to certain fee-based advisory accounts may have foregone some or all of their sellingconcessions, fees or commissions. The public offering price for investors purchasing the notes in these accounts was between $993.50 and $1,000 per $1,000 in principal amount.* Rounded to two decimal places. 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