加拿大丰业银行美股招股说明书(2025-09-26版)

●100% repayment of principal at maturity, subject to the credit risk of theBank●Callable by the Bank semiannually on any Issuer Call Payment Date(beginning approximately 1 year following issuance)Due September 29, 2032 (Bail-inable Notes) The Callable Fixed Rate Notes due September 29, 2032 (Bail-inable Notes) (the “Notes”) offered hereunder are unsubordinated and unsecuredobligations of The Bank of Nova Scotia and are subject to investment risks including possible loss of the Principal Amount invested due to the credit risk ofThe Bank of Nova Scotia. As used in this Pricing Supplement, the “Bank,” “we,” “us” or “our” refers to The Bank of Nova Scotia. The Notes will not be listed on any securities exchange or automated quotation system. Neither the United States Securities and Exchange Commission(“SEC”) nor any state securities commission has approved or disapproved ofthe Notes or passed upon the accuracy or the adequacy of this document, the accompanying Prospectus or Prospectus Supplement. Any representation to the contrary is a criminal offense. The Notes are not insured by the Canada Deposit Insurance Corporation (the“CDIC”)pursuant to the Canada Deposit Insurance Corporation Act(the“CDICAct”), the United States Federal Deposit Insurance Corporation, or anyother governmental agency of Canada, the United States or any other jurisdiction. The Notes are bail-inable debt securities (as defined in the accompanying Prospectus) and subject to conversion in whole or in part – by means of atransaction or series of transactions and in one or more steps – into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of theCDIC Act and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws ofCanada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. See “Description of the Debt Securities We May Offer ―Special Provisions Related to Bail-inable Debt Securities” and “Risk Factors — Risks Related to the Bank’s Debt Securities” in the accompanyingProspectus. Scotia Capital (USA) Inc. (“SCUSA”), our affiliate, has agreed to purchase the Notes from us for distribution to other registered broker-dealers. SCUSA orany of our other affiliates or agents may use this Pricing Supplement in market-making transactions in the Notes after their initial sale. Unless we, SCUSAor another of our affiliates or agents selling such Notes to you informs you otherwise in the confirmation of sale, this Pricing Supplement is being used in amarket-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” in this Pricing Supplement and “Supplemental Plan ofDistribution (Conflicts of Interest)” of the accompanying Prospectus Supplement. Investment in the Notes involves certain risks. You should refer to “Additional Risk Factors” beginning on page P-6 of this Pricing Supplementand “Risk Factors” beginning on page S-2 of the accompanying Prospectus Supplement. (1)Notwithstandingthe discount received by one or more third-party broker-dealers described below, certain registered investment advisers or fee-based advisory accounts unaffiliated with the Bank may have agreed to purchase Notes from a third-party broker-dealer and such third-partybroker-dealer, with respect to such sales, may have agreed to forgo some or all of the discount otherwise described herein.(2)SCUSA, our affiliate, has agreed to purchase the Notes from us at the Principal Amount and, as part of the distribution of the Notes, has agreed tosell the Notes to other registered broker-dealers at a discount of $9.50 (0.95%) per Note.See “Supplemental Plan of Distribution (Conflicts ofInterest)” herein.(3)Excludespotential profits from hedging. For additional considerations relating to hedging activities see “Additional Risk Factors — Risks Relatingto Hedging Activities and Conflicts of Interest”, “Supplemental Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging”herein. We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company (“DTC”) on the Issue Date against payment inimmediately available funds. Scotia Capital (USA) Inc. SUMMARY The information in this “Summary” section is qualified by the more detailed information set forth in this Pricing Supplement,the accompanying Prospectus and the accompanying Prospectus Supplement, each filed with the SEC. See “AdditionalTerms of Your Notes” in this Pricing Supplement. If any Interest Payment Date (including the Maturity Date or any Issuer Call Payment Date) is not aBusiness Day, any payment due on such date will be made on the first following Business Day. Noadditional interest will accrue as a result of any such postponement. The Notes are redeemable at our option, in whole, but not in part, on any Issuer Call PaymentDate, upon notice by us to DTC through the trustee on or before the correspondi