加拿大丰业银行美股招股说明书(2025-12-19版)

The Bank of Nova Scotia Senior Note Program, Series AEquity Linked Securities Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Fixed Percentage Principal at Risk Securities Linked to the Lowest Performing of the common stock of Constellation Energy Corporation, the commonstock of Duke Energy Corporation and the common stock of GE Vernova Inc. due January 4, 2029 ■Linked to the lowest performing of the common stock of Constellation Energy Corporation, the common stock of Duke Energy Corporation and the common stock of GE Vernova Inc. (eachreferred to as an “Underlying Stock”, and collectively as the "Underlying Stocks") ■Automatic Call.If the stock closing price of the lowest performing Underlying Stock on the call date occurring approximately one year after issuance is greater than or equal to 90% of itsstarting price, the securities will be automatically called for the face amount plus a call premium of at least 29.00% of the face amount (to be determined on the pricing date)■Maturity Payment Amount.If the securities are not automatically called, you will receive a maturity payment amount that could be greater than, equal to or less than the face amountdepending on the ending price of the lowest performing Underlying Stock as follows: ■If the ending price of the lowest performing Underlying Stock isgreater thanits starting price, you will receive the face amount plus a positive return equal to 150% of the percentageincrease in the price of the lowest performing Underlying Stock from its starting price■If the ending price of the lowest performing Underlying Stock isless than or equal toits starting price, but not by more than the buffer amount of 38%, you will receive the face amount ■If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the lowest performingUnderlying Stock, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of any Underlying Stock at theupside participation rate ■Your return on the securities will depend solely on the performance of the Underlying Stock that is the lowest performing Underlying Stock on the call date and the final calculation day. Youwill not benefit in any way from the performance of the better performing Underlying Stock. Therefore, you will be adversely affected if any Underlying Stock performs poorly, even if theother Underlying Stock performs 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 If the securities priced today, the estimated value of the securities as determined by the Bank would be between $885.22 (88.522%) and $915.22 (91.522%) persecurity. See “The Bank’s Estimated Value of 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 debt securities. See “SelectedRisk Considerations” beginning on page P-9 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, will purchase the securities from the Bank for distribution to other registered broker dealers including Wells Fargo Securities,LLC (“WFS”) or will offer the securities directly to investors. Scotia Capital (USA) Inc. or any of its affiliates or agents may use this pricing supplement in market-making transactions in securities after their initial sale. If you are buying securities from Scotia Capital (USA) Inc. or another of its affiliates or agents, the finalpricing supplement to which this pricing supplement relates may be used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of 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 orpassed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Anyrepresentation to the contrary is a criminal offense. (1)Scotia Capital (USA) Inc. or one of our affiliates will purchase the aggregate face amount of the