加拿大丰业银行美股招股说明书(2025-10-23版)

STRUCTURED INVESTMENTSOpportunities in U.S. Equities$12,000,000 Buffered Contingent Income Auto-Callable Securities with Memory Coupon and Downside Leverage due October 26, 2026 Based on the Performance of the Common Stock of Oracle Corporation Principal at Risk Securities Buffered Contingent Income Auto-Callable Securities with Memory Coupon and Downside Leverage (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 toearn a contingent monthly coupon with respect to each determination date on which the closing price of the underlying stock isgreater than or equal to70% of the initial share price, which we refer to as the downside threshold price. If the closing price of the underlying stockon any determination date (including the final determination date) isgreater than or equal tothe downside threshold price, BNS will pay on the related contingent coupon payment date a contingent monthly coupon, plus any previously unpaid contingent monthly coupons withrespect to any previous determination dates pursuant to the memory coupon feature. Otherwise, no contingent monthly 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 thefinal determination date isgreater thanor equal 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 monthly coupon otherwise payable with respect to the applicabledetermination date and any previously unpaid contingent monthly coupons with respect to any previous determination dates pursuant to the memory coupon feature. No further payments will be made on the securities once they have been redeemed. However, if the closingprice of the underlying stock on any determination date other than the final determination date isless thanthe call threshold price, the securities will not be automatically redeemed and, if the closing price isless thanthe downside threshold price, you will not receive anycontingent monthly coupon with respect to the applicable determination date. If the closing price of the underlying stock on each on each of the determination dates isless thanthe downside threshold price, investors will not receive any contingent monthly coupons on thesecurities. Investors must be willing to accept the risk of not receiving any contingent monthly coupon. If the securities are not redeemed prior to maturity and the final share price isgreater than or equal tothe downside threshold price, on the maturity date investors willreceive an amount per security equal to the stated principal amount plus the contingent monthly coupon with respect to the final determination date and any previously unpaid contingent monthly coupons with respect to any previous determination dates pursuant to the memorycoupon feature. If, however, the securities are not redeemed prior to maturity and the final share price isless thanthe downside threshold price, investors will lose approximately 1.4286% for every 1% that the final share price falls below the downside threshold price, andcould lose their entire 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 monthly coupons received, if any, during the term of the securities. The 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 interestover 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 issued as 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 obligations, you may not receive any amounts owed to you under the securities and you could lose your entire investment in the securities. These securities arenot secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. SUMMARY TERMSIssuer:The Bank of Nova Scotia (“BNS”)Issue:Senior Note Program, Series AUnderlying stock:Common Stock of Oracle Corporation (Bloomberg Ticker: “ORCL UN”)Aggregate principal amount:$12,000,000Stated principal amount:$1,000.00 per securityIssue price:$1,000.00 per security (see “Commissions and issue price” below)Strike date:October 20, 2025Pricing date:October 21, 2025Original issue date:October 24, 2025 (3 business days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades i