加拿大丰业银行美股招股说明书(2025-11-18版)

The Bank of Nova Scotia Senior Note Program, Series AEquity Linked Securities Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Class A common stock of Alphabet Inc., the commonstock of Intel Corporation, the common stock of Meta Platforms, Inc. and the common stock of Netflix, Inc. due November ■Linkedto thelowest performingof the Class A common stock of Alphabet Inc., the common stock of Intel Corporation, the common stock of Meta Platforms, Inc. and the common stock of Netflix, Inc.(each referred to as an “Underlying Stock”) ■Unlikeordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject to potential automatic call prior tostated maturity upon the terms described below.Whether the securities pay a contingent coupon payment, whether the securities are automatically called prior to stated maturity and, if they are notautomatically called, whether you receive the face amount of your securities at stated maturity will depend, in each case, on the stock closing price of the lowest performing Underlying Stock on therelevant calculation day.The lowest performing Underlying Stock on any calculation day is the Underlying Stock that has the lowest stock closing price on that calculation day as a percentage of its ■ContingentCoupon.The securities will pay a contingent coupon payment on a monthly basis until the earlier of stated maturity or automatic call if,and only if, the stock closing price of the lowestperforming Underlying Stock on the calculation day for that month is greater than or equal to its coupon threshold price. However, if the stock closing price of the lowest performing Underlying Stock on acalculation day is less than its coupon threshold price, you will not receive any contingent coupon payment on the related monthly contingent coupon payment date. If the stock closing price of the lowestperforming Underlying Stock is less than its coupon threshold price on every calculation day, you will not receive any contingent coupon payments throughout the entire term of the securities. The coupon ■AutomaticCall.If the stock closing price of the lowest performing Underlying Stock on any of the monthly calculation days from May 2026 to October 2028, inclusive, is greater than or equal to its startingprice, the securities will be automatically called for the face amount plus a final contingent coupon payment ■PotentialLoss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if,and only if, the stock closing price of the lowestperforming Underlying Stock on the final calculation day is greater than or equal to its downside threshold price. If the stock closing price of the lowest performing Underlying Stock on the final calculationday is less than its downside threshold price, you will lose more than 60%, and possibly all, of the face amount of your securities. The downside threshold pricefor each Underlying Stock is equal to 40% ■Ifthe securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Underlying Stock from its starting price if its stock closing price on the finalcalculation day is less than its downside threshold price, but you will not participate in any appreciation of any Underlying Stock and will not receive any dividends ■Yourreturn on the securities will dependsolelyon the performance of the Underlying Stock that is the lowest performing Underlying Stock on each calculation day. You will not benefit in any way from theperformance of a better performing Underlying Stock. Therefore, you will be adversely affected ifanyUnderlying Stock performs poorly, even if another Underlying Stock performs favorably ■Allpayments on the securities are subject to the credit risk of The Bank of Nova Scotia (the “Bank”) ■Noexchange listing; designed to be held to maturity The estimated value of the securities as determined by the Bank as of the pricing date is $884.80 (88.48%) 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“Selected Risk 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 of the accompanying prospectus supplement and on page 8 of the accompanying prospectus. 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 Ac