加拿大丰业银行美股招股说明书(2025-07-31版)

MarketLinked Securities—Auto-Callable with Contingent Coupon and ContingentDownsidePrincipal at Risk Securities Linked to the Lowest Performing of the common stock of Amazon.com, Inc., the Class A common stock of Alphabet Inc. and the common stock ofNVIDIA Corporation due July 27, 2028 ■Linkedto thelowest performingof the common stock of Amazon.com, Inc., the Class A common stock of Alphabet Inc. and the common stock of NVIDIACorporation (each referred to as an “Underlying Stock”) ■Unlikeordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and aresubject to potential automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon payment, whether thesecurities are automatically called prior to stated maturity and, if they are not automatically called, whether you receive the face amount of your securities atstated maturity will depend, in each case, on the stock closing price of the lowest performing Underlying Stock on the relevant calculation day.The lowestperforming Underlying Stock on any calculation day is the Underlying Stock that has the lowest stock closing price on that calculation day as a percentage of itsstarting price ■ContingentCoupon.The securities will pay a contingent coupon payment on a monthly basis until the earlier of stated maturity or automatic call if,and only if,the stock closing price of the lowest performing Underlying Stock on the calculation day for that month is greater than or equal to its coupon threshold price.However, if the stock closing price of the lowest performing Underlying Stock on a calculation day is less than its coupon threshold price, you will not receive anycontingent coupon payment on the related monthly contingent coupon payment date. If the stock closing price of the lowest performing Underlying Stock is lessthan its coupon threshold price on every calculation day, you will not receive any contingent coupon payments throughout the entire term of the securities. Thecoupon threshold price for each Underlying Stock is equal to 70% of its starting price. The contingent coupon rate is 20.00% per annum ■AutomaticCall.If the stock closing price of the lowest performing Underlying Stock on any of the monthly calculation days from January 2026 to June 2028,inclusive, is greater than or equal to its starting price, the securities will be automatically called for the face amount plus a final contingent coupon payment ■PotentialLoss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if,and onlyif, the stock closing price of the lowest performing Underlying Stock on the final calculation day is greater than or equal to its downside threshold price. If thestock closing price of the lowest performing Underlying Stock on the final calculation day is less than its downside threshold price, you will lose more than 30%,and possibly all, of the face amount of your securities. The downside threshold pricefor each Underlying Stock is equal to 70% of its starting price ■Ifthe securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Underlying Stock from itsstarting price if its stock closing price on the final calculation day is less than its downside threshold price, but you will not participate in any appreciation of anyUnderlying Stock and will not receive any dividends ■Yourreturn on the securities will dependsolelyon the performance of the Underlying Stock that is the lowest performing Underlying Stock on each calculationday.You will not benefit in any way from the performance of a better performing Underlying Stock.Therefore, you will be adversely affected ifanyUnderlyingStock performs poorly, even if another Underlying Stock performs favorably ■Noexchange listing; designed to be held to maturity The estimated value of the securities as determined by the Bank as of the pricing date is $942.51 (94.251%) per security. See “The Bank's Estimated Value of theSecurities” in this pricing supplement for additional information. The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See“Selected Risk Considerations” beginning on page P-10 herein and “Risk Factors” beginning on page PS-3 of the accompanying product supplement,beginning on page S-2 of the accompanying prospectus supplement and on page 8 of the accompanying prospectus. Scotia Capital (USA) Inc., our affiliate, has agreed to purchase the securities from the Bank for distribution to other registered broker dealers including WellsFargo Securities, LLC (“WFS”). Scotia Capital (USA) Inc. or any of its affiliates or agents may use this pricing supplement in market-making transactions insecurities after their initial sa