加拿大丰业银行美股招股说明书(2025-12-17版)

The Bank of Nova Scotia The notes will not bear interest.The amount that you will be paid on your notes at maturity (February 3, 2028) isbased on the performance of the shares of the iShares®20+ Year Treasury Bond ETF (the reference asset) asmeasured from the strike date (December 15, 2025) to and including the valuation date (February 1, 2028). If the finalprice on the valuation date is equal to or greater than 90.00% of the initial price of $87.40, you will receive the maximumpayment amount of $1,160.50 for each $1,000 principal amount of your notes.If the final price on the valuation dateis less than 90.00% of the initial price, the return on your notes will be negative and you may lose up to yourentire principal amount. Specifically, you will lose approximately 1.1111% for every 1% negative percentagechange in the price of the reference asset below 90.00% of the initial price. Any payment on your notes issubject to the creditworthiness of The Bank of Nova Scotia. The return on your notes is linked to the performance of the reference asset, and not to the ICE®U.S. Treasury20+ Year Bond Index (the reference asset index) on which the reference asset is based. To determine your payment at maturity, we will first calculate the reference asset return, which is the percentageincrease or decrease in the final price from the initial price. At maturity, for each $1,000 principal amount of your notes: ●if the final price isequal toorgreater than90.00% of the initial price (the reference asset return isequal toorgreater than-10.00%), you will receive the maximum payment amount; or●if the final price isless thanthe initial price by more than 10.00% (the reference asset return is negative and islessthan-10.00%), you will receive an amount in cash equal to thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) the buffer rate of approximately 111.11%times(c) thesumof the reference asset returnplus10.00%. Following the determination of the initial price, the amount you will be paid on your notes at maturity will not be affectedby the closing price of the reference asset on any day other than the valuation date.In addition, no payments on yournotes will be made prior to maturity. Investment in the notes involves certain risks. You should refer to “Additional Risks” beginning on page P-15 ofthis pricing supplement and “Additional Risk Factors Specific to the Notes” beginning on page PS-6 of theaccompanyingproduct supplement and“Risk Factors”beginning on page S-2 of the accompanyingprospectus supplement and on page 8 of the accompanying prospectus. The initial estimated value of your notes on the trade date is expected to be between $946.47 and $976.47 per$1,000 principal amount, which will be less than the original issue price of your notes listed below.See“Additional Information Regarding Estimated Value of the Notes” on the following page and “Additional Risks” beginningon page P-15 of this document for additional information. The actual value of your notes at any time will reflect manyfactors and cannot be predicted with accuracy.Per NoteTotal1 1For additional information, see “Supplemental Plan of Distribution (Conflicts of Interest)” herein. Neitherthe United States Securities and Exchange Commission(the“SEC”)nor any state securitiescommission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of thispricingsupplement,the accompanying prospectus,prospectus supplement or product supplement. Anyrepresentation to the contrary is a criminal offense. The notes are not insured by the Canada Deposit Insurance Corporation (the “CDIC”) pursuant to the CanadaDeposit Insurance Corporation Act (the “CDIC Act”) or the U.S. Federal Deposit Insurance Corporation or anyother government agency of Canada, the United States or any other jurisdiction. Scotia Capital (USA) Inc. Pricing Supplement dated,2025 The Digital Notes Linked to the shares of the iShares®20+ Year Treasury Bond ETF Due February 3, 2028 (the “notes”) offeredhereunder are unsubordinated and unsecured obligations of The Bank of Nova Scotia (the “Bank”) and are subject to investmentrisks including possible loss of the principal amount invested due to the negative performance of the reference asset and thecredit risk of the Bank. As used in this pricing supplement, the “Bank,” “we,” “us” or “our” refers to The Bank of Nova Scotia. Thenotes will not be listed on any U.S. securities exchange or automated quotation system. The return on your notes will relate to the price return of the reference asset and will not include a total return or dividendcomponent. The notes are derivative products based on the performance of the reference asset. The notes do not constitute adirect investment in any of the shares, units or other securities represented by the reference asset. By acquiring the notes, you willnot have a direct economic or other interest in, claim or entitlement to, or any legal or beneficial ownership of any such