丰业银行美股招股说明书(2026-06-11版)

$12,000,000 Buffered Contingent Income Auto-Callable Securities with Memory Coupon and Downside Leverage due June 14, 2027 Based on the Performance of the Shares of the Invesco QQQ TrustSM, Series 1Principal at Risk SecuritiesBuffered Contingent Income Auto-Callable Securities with Memory Coupon and Downside Leverage (the “securities”) do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities offer the opportunity for investors to earn a contingent monthly coupon with respect to each determination date on which the closing price of the underlying shares isgreater than or equal to90% of the initial share price, which we refer to as the downsidethreshold price. If the closing price of the underlying shares on any determination date (including the final determination date) isgreater than or equal tothe downside threshold price, BNS will pay on the related contingent coupon payment date acontingent monthly coupon, plus any previously unpaid contingent monthly coupons with respect to any previous determination dates pursuant to the memory coupon feature. Otherwise, no contingent monthly coupon will be paid on that contingentcoupon payment date. In addition, if the closing price of the underlying shares on any determination date other than the final determination date isgreater thanor equal tothe call threshold price, the securities will be automatically redeemed for anamount per security equal to (i) the stated principal amount plus (ii) the contingent monthly coupon otherwise payable with respect to the applicable determination date and any previously unpaid contingent monthly coupons with respect to any previousdetermination dates pursuant to the memory coupon feature. No further payments will be made on the securities once they have been redeemed. However, if the closing price of the underlying shares on any determination date other than the finaldetermination date isless thanthe call threshold price, the securities will not be automatically redeemed and, if the closing price isless thanthe downside threshold price, you will not receive any contingent monthly coupon with respect to theapplicable determination date. If the closing price of the underlying shares on each of the determination dates isless thanthe downside threshold price, investors will not receive any contingent monthly coupons on the securities. Investors must bewilling to accept the risk of not receiving any contingent monthly coupon. If the securities are not redeemed prior to maturity and the final share price isgreater than or equal tothe downside threshold price, on the maturity date investors will receivean amount per security equal to the stated principal amount plus the contingent monthly coupon with respect to the final determination date and any previously unpaid contingent monthly coupons with respect to any previous determination datespursuant to the memory coupon feature. If, however, the securities are not redeemed prior to maturity and the final share price isless thanthe downside threshold price, investors will lose approximately 1.1111% for every 1% that the final share pricefalls below the downside threshold price, and could lose their entire investment in the securities.Accordingly, the securities do not guarantee any return of principal at maturity.Investors will not participate in any appreciation of the underlyingshares and will not realize a return beyond the returns represented by the contingent monthly coupons received, if any, during the term of the securities. The securities are for investors who are willing to risk their entire investment and seek anopportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no interest over the entire term of the securities. The securities are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS”). Thesecurities are notes issued as part of BNS’ Senior Note Program, Series A.All payments on the securities are subject to the credit risk of BNS. If BNS were to default on its obligations, you may not receive any amounts owed to you underthe securities and you could lose your entire investment in the securities. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset orassets. The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent monthly coupon with respect to the applicable determination date and any previously unpaid contingent monthlycoupons with respect to any previous determination dates pursuant to the memory coupon feature.If the closing price on any determination date isgreater than or equal tothe downside threshold price, we will pay on the related contingent coupon payment date a contingent monthly coupon of $13.60 (equivalent to 16.32% Contingent monthly coupon:￭per annum of the stated prin