加拿大丰业银行美股招股说明书(2026-01-27版)

The Bank of Nova Scotia $16,660,000 Airbag Autocallable Yield Notes Linked to the common stock of QUALCOMM Incorporated due January 28, 2027 Investment Description The Bank of Nova Scotia Airbag Autocallable 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 QUALCOMMIncorporated (the “underlying asset”). Unless the Notes were previously called, BNS will pay a coupon on each coupon payment date regardless of the performance of the underlying asset. BNS will automaticallycall the Notes early if the closing level of the underlying asset on any observation date prior to the final valuation date is equal to or greater than the call threshold level, which is a level of the underlying asset equalto a percentage of the initial level, as indicated below. If the Notes are subject to an automatic call, BNS will pay you on the coupon payment date corresponding to the relevant observation date (the “call settlementdate”) a cash payment per Note equal to the principal amount plus the coupon otherwise due, and no further payments will be owed to you under the Notes. If the Notes are not subject to an automatic call and theclosing level of the underlying asset on the final valuation date (the “final level”) is equal to or greater than the conversion level, 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 conversion level, BNS will deliver to you at maturity a number of shares of the underlying asset per Note equal to thequotient of (i) the principal amount divided by (ii) the conversion level (rounded to the nearest ten-thousandth of one share, the “share delivery amount”), the value of which is expected to be worth less than yourprincipal amount and, in extreme situations, you could lose your entire investment. Any fractional share included in the share delivery amount will be paid in cash at an amount equal to the product of the fractional Features ❑Income —Unless the Notes have been previously called, BNS will pay a coupon on each coupon paymentdate regardless of the performance of the underlying asset. ❑Automatic Call Feature— BNS will automatically call the Notes and pay you the principal amount of your Notes plus the coupon otherwise due on the related coupon payment date if the closing level of the underlyingasset on any observation date prior to the final valuation date is equal to or greater than the call threshold ❑Contingent Repayment of Principal at Maturity with Potential for Full Downside Market Exposure— Ifthe Notes are not subject to an automatic call and the final level is equal to or greater than the conversionlevel, BNS will repay you the principal amount per Note at maturity. If, however, the final level is less than theconversion level, BNS will deliver to you at maturity a number of shares of the underlying asset per Note equalto the share delivery amount (and, if applicable, cash in lieu of any fractional share), the value of which isexpected to be worth less than the principal amount and, in extreme situations, you could lose your entire We expect to deliver the Notes against payment on the third business day following the trade date. UnderRule 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 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 atmaturity, and the Notes 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 debtobligation of BNS. You should not purchase the Notes if you do not understand or are not comfortable with the significant risks involved in investing in the Notes. You should carefully consider the risks described under “Key Risks” beginning on page P-5 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. Eventsrelating to any of those risks, or other risks and uncertainties, could adversely affect the market value of, and the return on, your Notes. You may lose up to your entire investment inthe Notes. The Notes will not be listed or displayed on any securities exchange or any electronic communications network. Coupons will be paid on each coupon payment date in arrears i