加拿大丰业银行美股招股说明书(2025-09-30版)

The Bank of Nova Scotia $3,500,000 Trigger Autocallable Contingent Yield NotesLinked to the least performing of the shares of the Invesco QQQ TrustSM, Series 1 and the shares of the Energy Select Sector SPDR® Fund due October 4, 2028Investment Description shares of the Energy Select Sector SPDR®Fund (each, an “underlying asset”, and together, the “underlying assets”). We also refer to an exchange-traded fund as an “ETF” herein.BNS will pay a contingent coupon on the coupon payment date only if the closing level ofeach underlying asset on the applicable observation date (including the final valuation date) is equal to or greater than its coupon barrier. Otherwise, no contingent coupon will be paid for the relevant coupon payment date. BNS will automatically call the Notes early if theclosing level of each underlying asset on any observation date (quarterly, callable after 6 months) prior to the final valuation date is equal to or greater than its initial level. If the Notes are subject to an automatic call, BNS will pay on the applicable coupon payment datefollowing such observation date (the “call settlement date”) a cash payment per Note equal to your principal amount plus the contingent coupon otherwise due, and no further payments will be owed to you under the Notes. If the Notes are not subject to an automatic calland the closing level of each underlying asset on the final valuation date (its “final level”) is equal to or greater than its downside threshold, BNS will pay you a cash payment per Note at maturity equal to the principal amount. If, however, the Notes are not subject to anautomatic call and the final level of any underlying asset is less than its downside threshold, BNS will pay you a cash payment per Note at maturity that is less than the principal amount, if anything, resulting in a percentage loss on your principal amount equal to thepercentage decline in the least performing underlying asset from its initial level to its final level (with respect to each underlying asset, the “underlying return”) and, in extreme situations, you could lose your entire investment in the Notes. The “least performing underlyingasset” is the underlying asset with the lowest underlying return as compared to any other underlying asset.Investing in the Notes involves significant risks. You may lose a significant portion or all of your investment and may not receive any contingent couponduring the term of the Notes. You will be exposed to the market risk of each underlying asset on each observation date and on the final valuation date and any decline in the level of one underlying asset may negatively affect your return and will not beoffset or mitigated by a lesser decline or any potential increase in the level of any other underlying asset. Generally, a higher contingent coupon rate on a Note is associated with a greater risk of loss and a greater risk that you will not receivecontingent coupons over the term of the Notes. The contingent repayment of principal applies only at maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of BNS. If BNS were to default on itspayment obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire investment in the Notes. Features ❑Potential for Periodic Contingent Coupons— BNS will pay a contingent coupon on a coupon payment date only if the closing level ofeach underlying asset is equal to or greater than its coupon barrier on the applicable observation date (including the final valuation date).Otherwise, if the closing level of any underlying asset is less than its coupon barrier on the applicable observation date, no contingent couponwill be paid for the relevant coupon payment date. ❑Automatic Call Feature— BNS will automatically call the Notes and pay you the principal amount of your Notes plus the contingent couponotherwise due on the related coupon payment date if the closing level of each underlying asset is equal to or greater than its initial level onany observation date (quarterly, callable after 6 months) prior to the final valuation date. If the Notes were previously subject to an automaticcall, no further payments will be owed to you under the Notes. ❑Contingent Repayment of Principal at Maturity with Potential for Full Downside Market Exposure— If the Notes have not beensubject to an automatic call and the final level of each underlying asset is equal to or greater than its downside threshold, BNS will repay youthe principal amount per Note at maturity. If, however, the Notes are not subject to an automatic call and the final level of any underlyingasset is less than its downside threshold, BNS will pay you a cash payment per Note at maturity that is less than the principal amount, ifanything, resulting in a percentage loss on your principal amount equal to the underlying return of the least performing underlying asset and,in extreme situations, you could lo