加拿大丰业银行美股招股说明书(2025-10-07版)

STRUCTURED INVESTMENTSOpportunities in U.S. Equities$48,030,000 Contingent Income Auto-Callable Securities due October 6, 2028Based on the Performance of the Common Stock of Tesla, Inc. Principal at Risk SecuritiesContingent Income Auto-Callable Securities (the “securities”) do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities offer the opportunity for investors to earn a contingent quarterly coupon with respect to each determination date on which the closing price of the underlying stock isgreater than or equal to50.00% of the initial share price, which we refer to as the downsidethreshold price. If the closing price of the underlying stock on any determination date (including the final determination date) isgreater than or equal tothe downside threshold price, BNS will pay on the related contingentcoupon payment date a contingent quarterly coupon, plus any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature. Otherwise, nocontingent quarterly coupon will be paid on that contingent coupon payment date. In addition, if the closing price of the underlying stock on any determination date other than the final determination date isgreater than orequal tothe call threshold price, the securities will be automatically redeemed for an amount per security equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon otherwise payable with respect to theapplicable determination date and any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature. No further payments will be made on thesecurities once they have been redeemed. However, if the closing price of the underlying stock on any determination date isless thanthe call threshold price, the securities will not be automatically redeemed and, if theclosing price isless thanthe downside threshold price, you will not receive any contingent quarterly coupon with respect to the applicable determination date or any previously unpaid contingent quarterly coupons with respectto any previous determination dates pursuant to the memory coupon feature. As a result, if the closing price of the underlying stock on each of the determination dates is less than the downside threshold price, you will receiveno contingent quarterly coupons during the term of, and will not receive a positive return on, the securities. Investors must be willing to accept the risk of not receiving any contingent quarterly coupons during the term of thesecurities. Furthermore, if the final share price of the underlying stock is less than the downside threshold price, BNS will pay you a cash payment per security that will be less than 50.00% of the stated principal amount andcould be zero and you will be exposed on a 1-to-1 basis to the decline of the final share price relative to the initial share price. In this scenario, you will lose a significant portion or all of your investment in the securities.Accordingly, the securities do not guarantee any return of principal at maturity.Investors will not participate in any appreciation of the underlying stock and will not realize a return beyond the returns represented by thecontingent quarterly coupons received, if any, during the term of the securities. These securities are for investors who are willing to risk their entire investment and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no interest over the entire term of the securities. The securities are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS”). The securities are notes issuedas part of BNS’ Senior Note Program, Series A. All payments on the securities are subject to the credit risk of BNS. If BNS were to default on its payment obligations, you may not receive any amounts owed to you under the securities and you could loseyour entire investment in the securities. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.SUMMARY TERMS If the closing price of the underlying stock on any determination date other than the final determination date is greater than or equal to the call threshold price, the securities will beautomatically redeemed for an amount per security equal to the early redemption payment on the first contingent coupon payment date immediately following the related determinationdate. No further payments will be made on the securities once they have been redeemed.The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the applicable determination date and If a contingent quarterly coupon is not paid on a contingent coupon payment date (other than the ma