加拿大丰业银行美股招股说明书(2026-01-30版)

The Bank of Nova Scotia $15,491,270 Trigger Autocallable NotesLinked to the Russell 2000® Index due January 31, 2031 Investment Description The Bank of Nova Scotia Trigger Autocallable Notes (the “Notes”) are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS” or the “issuer”) linked to the Russell2000®Index (the “underlying asset”). BNS will automatically call the Notes early if the closing level of the underlying asset on any observation date (quarterly, callable after 12months), including the final valuation date, is equal to or greater than the call threshold level, which is equal to the closing level of the underlying asset on the trade date (the “initiallevel”). If the Notes are subject to an automatic call, BNS will pay on the applicable call settlement date following such observation date a cash payment per Note equal to the “callprice”, 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 Notes. The call return increases the longerthe Notes are outstanding. 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 orgreater than the downside 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 calland the final level is less than the downside threshold, BNS will pay you a cash payment per Note at maturity that is less than the principal amount, if anything, resulting in apercentage loss on your principal amount equal to the percentage decline in the underlying asset from the initial level to the final level (the “underlying return”) and, in extremesituations, you could lose your entire investment in the Notes.Investing in the Notes involves significant risks.You will not receive a positive return if the Notes are notautomatically called and you may lose a significant portion or all of your investment. Higher call return rates are generally associated with a greater risk of loss and agreater risk that the Notes will not be subject to an automatic call.Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness ofBNS. If BNS were to default on its payment obligations you may not receive any amounts owed to you under the Notes and you could lose your entire investment in theNotes. Features ❑Automatic Call Feature— BNS will automatically call the Notes if the closing level of the underlying asset onany observation date (quarterly, callable after 12 months), including the final valuation date, is equal to orgreater than the call threshold level, which is equal to the initial level. If the Notes are subject to an automaticcall, BNS will pay on the applicable call settlement date a cash payment per Note equal to the call price for therelevant observation date. The call return increases the longer the Notes are outstanding. Following anautomatic call, no further payments will be owed to you under the Notes.❑Contingent Repayment of Principal at Maturity with Potential for Full Downside Market Exposure— If (i) the Notes have not been subject to an automatic call at or prior to maturity and (ii) the final level is equal toor greater than the downside threshold, BNS will pay you a cash payment per Note at maturity equal to theprincipal amount. If, however, the Notes are not subject to an automatic call and the final level is less than thedownside threshold, BNS will pay you a cash payment per Note at maturity that is less than the principalamount, if anything, resulting in a percentage loss on your principal amount equal to the underlying return and,in extreme situations, you could lose your entire investment in the Notes. The contingent repayment ofprincipal applies only if you hold the Notes to maturity. Any payment on the Notes, including any repayment ofprincipal, is subject to the creditworthiness of BNS. Key Dates Trade Date*Settlement Date*Observation Dates**Final Valuation Date**Maturity Date** January 28, 2026January 30, 2026Quarterly, callable after 12 months (see page 2)January 28, 2031January 31, 2031 *We expect to deliver the Notes against payment on the second business day following thetrade date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, tradesin the secondary market generally are required to settle in one business day (T+1), unlessthe parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to tradethe Notes in the secondary market on any date prior to one business day before delivery ofthe Notes will be required, by virtue of the fact that each Note initially will settle in twobusiness days (T+2), to specify alternative settlement arrangements to prevent a failedsettlement of the secondary market trade.**Subject to postponement in the event of a market disruption event, as described in theaccompanying pr