加拿大丰业银行美股招股说明书(2025-10-21版)

Senior Note Program, Series A Equity Linked Securities Market Linked Securities—Auto-Callable with Contingent Couponand Contingent Downside Principal at Risk Securities Linked to the common stock of Dell Technologies Inc.due October 22, 2026 ■Linked to the common stock of Dell Technologies Inc. (the “Underlying Stock”) ■Unlike ordinary 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 Underlying Stock on the relevant calculation day. ■Contingent Coupon.The securities will pay a contingent coupon payment on a monthly basis until the earlier of stated maturity or automatic call if,and onlyif, the stock closing price of the Underlying Stock on the calculation day for that month is greater than or equal to the coupon threshold price. However, if thestock closing price of the Underlying Stock on a calculation day is less than the coupon threshold price, you will not receive any contingent coupon payment forthe relevant month. If the stock closing price of the Underlying Stock is less than the coupon threshold price on every calculation day, you will not receive anycontingent coupon payments throughout the entire term of the securities. The coupon threshold price for the Underlying Stock is equal to 65% of the startingprice. The contingent coupon rate is 13.00% per annum ■Automatic Call.If the stock closing price of the Underlying Stock on any of the monthly calculation days from April 2026 to September 2026, inclusive, isgreater than or equal to the starting price, the securities will be automatically called for the face amount plus a final contingent coupon payment ■Potential Loss 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 Underlying Stock on the final calculation day is greater than or equal to the downside threshold price. If the stock closing priceof the Underlying Stock on the final calculation day is less than the downside threshold price, you will lose more than 35%, and possibly all, of the face amountof your securities. The downside threshold pricefor the Underlying Stock is equal to 65% of the starting price ■If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the Underlying Stock from the starting price if thestock closing price on the final calculation day is less than the downside threshold price, but you will not participate in any appreciation of the Underlying Stockand will not receive any dividends ■All payments on the securities are subject to the credit risk of The Bank of Nova Scotia (the “Bank”) The estimated value of the securities as determined by the Bank as of the pricing date is $946.31 (94.631 %) 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 “SelectedRisk 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 ofthe 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 Wells FargoSecurities, LLC (“WFS”). Scotia Capital (USA) Inc. or any of its affiliates or agents may use this pricing supplement in market-making transactions in securitiesafter their initial sale. If you are buying securities from Scotia Capital (USA) Inc. or another of its affiliates or agents, this pricing supplement may be used in amarket-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. The securities are senior unsecured debt obligations of the Bank, and, accordingly, all payments are subject to credit risk. The securities are not insured by theCanada Deposit Insurance Corporation pursuant to the Canada Deposit Insurance Corporation Act (the “CDIC Act”) or the U.S. Federal Deposit InsuranceCorporation or any other governmental agency of Canada, the United States or any other jurisdiction.Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed