加拿大丰业银行美股招股说明书(2026-01-21版)

The Bank of Nova Scotia Trigger Autocallable Contingent Yield Notes $19,292,400 Linked to the common stock of GE Vernova Inc. due January 19, 2029$32,796,600 Linked to the Class A common stock of Alphabet Inc. due January 19, 2029$5,862,800 Linked to the common stock of Truist Financial Corporation due January 19, 2029 Investment Description The Bank of Nova Scotia Trigger Autocallable Contingent Yield Notes (the “Notes”) are senior, unsecured debt securities issued by The Bank of Nova Scotia (“BNS” or the “issuer”) linked to the common stock of aspecific company (the “underlying asset”). BNS will pay a contingent coupon on a coupon payment date only if the closing level of the underlying asset on the applicable observation date (including the finalvaluation date) is equal to or greater than the coupon barrier. Otherwise, no contingent coupon will be paid for the relevant coupon payment date. BNS will automatically call the Notes early if the closing level of theunderlying asset on any observation date (quarterly, callable after 6 months) prior to the final valuation date is equal to or greater than the initial level. If the Notes are subject to an automatic call, BNS will pay onthe applicable coupon payment date following such observation date (the “call settlement date”) a cash payment per Note equal to your principal amount plus the contingent coupon otherwise due, and no furtherpayments will be owed to you under the Notes. If the Notes are not subject to an automatic call and the closing level of the underlying asset on the final valuation date (the “final level”) is equal to or greater than thedownside threshold, BNS will pay you a cash payment per Note at maturity equal to the principal amount. If, however, the Notes are not subject to an automatic call and the final level is less than the downsidethreshold, BNS will pay you a cash payment per Note at maturity that is less than the principal amount, if anything, resulting in a percentage loss on your principal amount equal to the percentage decline in the Features ❑Potential for Periodic Contingent Coupons— BNS will pay a contingent coupon on a coupon payment dateonly if the closing level of the underlying asset on the applicable observation date (including the final valuationdate) is equal to or greater than the coupon barrier. Otherwise, if the closing level of the underlying asset is ❑Automatic Call Feature— BNS will automatically call the Notes and pay you the principal amount of yourNotes plus the contingent coupon otherwise due on the related coupon payment date if the closing level of theunderlying asset is equal to or greater than the initial level on any observation date (quarterly, callable after 6months) prior to the final valuation date. If the Notes were previously subject to an automatic call, no further the Notes have not been subject to an automatic call and the final level is equal to or greater than thedownside threshold, BNS will repay you the principal amount per Note at maturity. If, however, the Notes arenot subject to an automatic call and the final level is less than the downside threshold, BNS will pay you a cashpayment per Note at maturity that is less than the principal amount, if anything, resulting in a percentage losson your principal amount equal to the underlying return and, in extreme situations, you could lose your entire Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generallyare required to settle in one business day (T+1), unless the parties to a trade expressly agree otherwise.Accordingly, purchasers who wish to trade the Notes in the secondary market on any date prior to onebusiness day before delivery of the Notes will be required, by virtue of the fact that each Note initially will **Subject to postponement in the event of a market disruption event, as described under “Additional Terms ofthe Notes” herein. Notice to investors: the Notes are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the principal amount of the Notes at maturity, and theNotes 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 notpurchase the Notes if you do not understand or are not comfortable with the significant risks involved in investing in the Notes. 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 any of those risks, orother risks and uncertainties, could adversely affect the market value of, and the return on, your Notes. You may lose a significant portion or all of your investment in the Notes. The Notes will not belisted or displayed on any securities exchange or any electronic communications network. Note Offerings These terms relate to the separate Note offerings lis