加拿大丰业银行美股招股说明书(2025-12-29版)

The Bank of Nova Scotia $22,717,980 Trigger Autocallable GEARS Investment Description The Bank of Nova Scotia Trigger Autocallable GEARS (the “Securities”) are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS” or the “issuer”) linked to the performance of TOPIX (the“underlying asset”). BNS will automatically call the Securities (an “automatic call”) if the closing level of the underlying asset on the observation date is equal to or greater than the autocall barrier, which is equal tothe closing level of the underlying asset on the trade date (the “initial level”). If the Securities are subject to an automatic call, BNS will pay you a cash payment per Security on the call settlement date equal to the“call price”, which is the principal amount plus a call return based on the call return rate, and no further payments will be owed to you under the Securities. If the Securities are not subject to an automatic call, theamount you receive at maturity will be based on the direction and percentage change in the level of the underlying asset from the initial level to the final level (the “underlying return”) and whether the closing levelof the underlying asset on the final valuation date (the “final level”) is less than the downside threshold. If the Securities are not subject to an automatic call and the underlying return is positive, BNS will pay you acash payment per Security at maturity equal to the principal amount plus a percentage return equal to the underlying return multiplied by the upside gearing. If the Securities are not subject to an automatic call, theunderlying return is zero or negative and the final level is equal to or greater than the downside threshold, BNS will pay you a cash payment per Security at maturity equal to the principal amount. If, however, the Features ❑Automatic Call Feature:BNS will automatically call the Securities if the closing level of the underlying asseton the observation date is equal to or greater than the autocall barrier, which is equal to the initial level. If theSecurities are subject to an automatic call, BNS will pay you a cash payment per Security on the callsettlement date equal to the call price. Following an automatic call, no further payments will be owed to you ❑Enhanced Exposure to Positive Underlying Return:If the Securities are not subject to an automatic call, atmaturity, the Securities provide exposure to any positive underlying return multiplied by the upside gearing.❑Contingent Repayment of Principal at Maturity with Potential for Full Downside Market Exposure:If the Securities are not subject to an automatic call, the underlying return is zero or negative and the final level isequal to or greater than the downside threshold, BNS will pay you a cash payment per Security at maturityequal to the principal amount. If, however, the Securities are not subject to an automatic call, the underlyingreturn is negative and the final level is less than the downside threshold, BNS will pay you a cash payment perSecurity at maturity that is less than the principal amount, if anything, resulting in a percentage loss on your Key Dates Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary marketgenerally are required to settle in one business day (T+1), unless the parties to a trade expressly agreeotherwise. Accordingly, purchasers who wish to trade the Securities in the secondary market on any dateprior to one business day before delivery of the Securities will be required, by virtue of the fact that each **Subject to postponement in the event of a market disruption event, as described under “Additional Terms ofthe Securities” herein. Notice to investors: the Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the principal amount of the Securities at maturity, and the Securities may have the same downside market risk as that of the underlying asset.This market risk is in addition to the credit risk inherent in purchasing a debt obligation of BNS. You should not purchase the Securities if you do not understand or are not comfortable with the significant risks involved in investing in the Securities. You should carefully consider the risks described under “Key Risks” beginning on page P-4 herein and under “Additional Risk Factors Specific to the Notes” beginning on page PS-6 of theaccompanying product supplement and “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement and on page 8 of the accompanying prospectus. Events relating to anyof those risks, or other risks and uncertainties, could adversely affect the market value of, and the return on, your Securities. You may lose a significant portion or all of your investment in the Security Offering The Securities are offered at a minimum investment of $1,000, or 100 Securities at $10 per Security, and integral multiples of $10 in excess thereof. The i