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丰业银行美股招股说明书(2026-05-20版)

2026-05-20 美股招股说明书 一切如初
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The Bank of Nova Scotia Senior Note Program, Series AEquity Linked Securities Principal at Risk Securities Linked to the Lowest Performing of the common stock of Broadcom Inc., the Class A common stock of Alphabet Inc. and thecommon stock of Netflix, Inc. due May 23, 2029 ■Linked to the lowest performing of the common stock of Broadcom Inc., the Class A common stock of Alphabet Inc. and the common stock of Netflix, Inc. (each referred to as an “UnderlyingStock”, and collectively as the "Underlying Stocks") ■Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms describedbelow. Whether the securities are automatically called for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case, on the performance ofthe lowest performing Underlying Stock. The lowest performing Underlying Stock on the call date or the final calculation day is the Underlying Stock with the lowest underlying stock returnon that day, calculated for each Underlying Stock as the percentage change from its starting price to its stock closing price on that day ■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 its startingprice, the securities will be automatically called for the face amount plus a call premium of 41.35% of the face amount ■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 on the final calculation day as follows: ■If the ending price of the lowest performing Underlying Stock on the final calculation day isgreater thanits starting price, you will receive the face amount plus a positive return equalto 300% of the percentage increase in the price of the lowest performing Underlying Stock from its starting price■If the ending price of the lowest performing Underlying Stock on the final calculation day isless than or equal toits starting price, butgreater than or equal to50% of its startingprice (its “threshold price”), you will receive the face amount plus a positive return equal to the absolute value of the percentage decline in the price of the lowest performingUnderlying Stock from its starting price to its ending price, which will effectively be capped at a positive return of 50%■If the ending price of the lowest performing Underlying Stock on the final calculation dayis less thanits threshold price, you will have full downside exposure to the decrease in theprice of the lowest performing Underlying Stock from its starting price and you will lose more than 50%, and possibly all, of the face amount of your securities■Investors may lose a significant portion or all of 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 a 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”) The estimated value of the securities as determined by the Bank as of the pricing date is $888.66 (88.866%) per security. See “The Bank’s Estimated Value of theSecurities” 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 “Selected RiskConsiderations” beginning on page P-9 herein and “Risk Factors” beginning on page PS-3 of the accompanying product supplement, beginning on page S-2 of theaccompanying prospectus supplement and on page 8 of the accompanying prospectus. Scotia Capital (USA) Inc., our affiliate, has agreed to purchase the securities from the Bank for distribution to other registered broker dealers including Wells FargoSecurities, LLC (“WFS”). Scotia Capital (USA) Inc. or any of its affiliates or agents may use this pricing supplement in market-making transactions in securities aftertheir initial sale. If you are buying securities from Scotia Capital (USA) I