加拿大丰业银行美股招股说明书(2025-10-30版)

Senior Note Program, Series A Equity Linked Securities ■Linked to the lowest performing of the common stock of Boston Scientific Corporation, the common stock of Salesforce, Inc. and the commonstock of Reddit, Inc. (each referred to as an “Underlying Stock”, and collectively as the "Underlying Stocks") ■Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securitiesprovide for a maturity payment amount that may be greater than or less than the face amount of the securities, depending on the performanceof the lowest performing Underlying Stock from its starting price to its ending price. The lowest performing Underlying Stock is theUnderlying Stock with the lowest underlying stock return, calculated for each Underlying Stock as the percentage change from its startingprice to its ending price. The maturity payment amount will reflect the following terms: ■If the price of the lowest performing Underlying Stock increases, remains flat or decreases, but the decrease is not more than 30%, youwill receive the face amountplusa contingent fixed return of 45% of the face amount ■If the price of the lowest performing Underlying Stock decreases by more than 30%, you will have full downside exposure to thedecrease in the price of the lowest performing Underlying Stock from its starting price and you will lose more than 30%, and possiblyall, of the face amount of your securities ■Investors may lose a significant portion or all of the face amount ■Any positive return on the securities at maturity will be limited to the contingent fixed return, even if the ending price of the lowest performingUnderlying Stock significantly exceeds its starting price; you will not participate in any appreciation of any Underlying Stock■Your return on the securities will depend solely on the performance of the lowest performing Underlying Stock. You will not benefit in anyway from the performance of a better performing Underlying Stock. Therefore, you will be adversely affected if any Underlying Stockperforms poorly, even if the other Underlying Stocks perform favorably■All payments on the securities are subject to the credit risk of The Bank of Nova Scotia (the “Bank”)■No periodic interest payments or dividends ■No exchange listing; designed to be held to maturity The estimated value of the securities as determined by the Bank as of the pricing date is $906.12 (90.612%) per security. See “The Bank’s Estimated Valueof the Securities” 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 debtsecurities. See “Selected Risk Considerations” beginning on page P-9 herein and “Risk Factors” beginning on page PS-3 of the accompanyingproduct supplement, beginning on page S-2 of the 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 includingWells Fargo Securities, LLC (“WFS”). Scotia Capital (USA) Inc. or any of its affiliates or agents may use this pricing supplement in market-makingtransactions in securities after their initial sale. If you are buying securities from Scotia Capital (USA) Inc. or another of its affiliates or agents, this pricingsupplement may be used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying productsupplement. The securities are senior unsecured debt obligations of the Bank, and, accordingly, all payments are subject to credit risk. The securities are not insuredby the Canada Deposit Insurance Corporation pursuant to the Canada Deposit Insurance Corporation Act (the “CDIC Act”) or the U.S. Federal DepositInsurance Corporation 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 upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement andprospectus. Any representation to the contrary is a criminal offense. (1)ScotiaCapital (USA) Inc. or one of our affiliates has agreed to purchase the aggregate face amount of the securities and as part of the distribution, has agreed tosell the securities to WFS at a discount of $23.25 (2.325%) per security. WFS will provide selected dealers, which may include Wells Fargo Advisors (“WFA”,the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a sellingconcession of $17.50 (1.75%) per security, and WFA will receive a distribution expense fee of $0.75 (0.075%) per security for securities sold