Bank of Nova Scotia Launches Trigger Autocallable Notes Linked to EURO STOXX 50 Index Maturing in 2031

Automatic Call Feature and Quarterly Monitoring Dates

The notes include an automatic call provision that enables early termination if market conditions are favorable to the issuer. The Bank of Nova Scotia will automatically redeem the notes if the EURO STOXX 50 Index closing level meets or exceeds 100% of the initial level on any quarterly observation date, which commence after the first 12 months and continue quarterly until the final valuation date on July 24, 2031.

When automatically called, investors receive a cash payment on the call settlement date equal to the principal plus accrued call return. The call return rate increases with the duration the notes remain outstanding, ranging from 9.50% to 10.20% annually based on the observation date triggering the call. Post-call, no further payments are due, concluding the investment.

Contingent Principal Repayment and Market Downside Exposure

If the notes are not called before maturity, repayment depends on the EURO STOXX 50 Index’s final performance. Should the index close at or above 75% of the initial level on July 24, 2031, full principal will be repaid on maturity. Conversely, if the index falls below this 75% threshold, principal repayment will be proportionally reduced according to the index decline.

The filing highlights that in severe cases, investors may lose their entire principal. It explicitly states, "in extreme situations, you could lose your entire investment in the Notes" and warns that "you will not receive a positive return if the Notes are not automatically called and you may lose a significant portion or all of your investment." This repayment structure exposes investors to the same downside risk as the underlying index if held to maturity.

Offering Details and Pricing Information

Each note is offered at $10 with a minimum order of 100 notes, totaling a $1,000 minimum investment. Purchases must be in multiples of $10 above this minimum. The public issue price is $10 per note, with a $0.25 underwriting discount per note, resulting in net proceeds of $9.75 per note before hedging profits.

Scotia Capital (USA) Inc., an affiliate of the Bank of Nova Scotia, will acquire the notes at principal amount and distribute them via UBS Financial Services Inc. The estimated note value at pricing is between $9.31 and $9.61, reflecting a discount to the issue price. The filing cautions that actual note values fluctuate based on multiple factors and advises investors to review risk disclosures regarding estimated value and liquidity.

Trade and Settlement Schedule

The trade date is slated for July 24, 2026, with settlement on July 29, 2026. Delivery occurs on the third business day post-trade (T+3), differing from the standard T+1 for secondary market trades, which may affect investors seeking to trade prior to delivery.

The final valuation date is July 24, 2031, with maturity on July 29, 2031, establishing a five-year term. Quarterly observation dates for the automatic call start 12 months after settlement, making the earliest call date approximately July 29, 2027. If the index never meets the call threshold, investors may hold the notes for the entire five-year duration.

Issuer Credit Risk and Obligations

Investor payments depend on the Bank of Nova Scotia’s creditworthiness. The filing states, "any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of BNS," warning that a default could result in loss of all amounts owed. This credit risk is separate from market risk tied to index performance.

The notes are senior unsecured debt securities without collateral, ranking equally with other unsecured obligations. They are not insured by the Canada Deposit Insurance Corporation, U.S. Federal Deposit Insurance Corporation, or any government agency in Canada, the U.S., or elsewhere. Additionally, these notes are non-bail-inable under the CDIC Act, meaning they do not benefit from certain deposit protections.

Risk Profile and Investor Suitability

The Bank of Nova Scotia underscores the elevated risk of these structured notes compared to traditional debt. It cautions investors to fully understand and accept the significant risks, stating, "the Notes are significantly riskier than conventional debt instruments" and advising careful consideration before investing. Various risk factors could negatively impact the notes’ market value and returns.

The higher call return rates correspond with increased risk of loss and a lower likelihood of automatic call, exposing investors to full downside risk if the index fails to reach the call threshold. Comprehensive risk details are available in the product supplement, prospectus supplement, and prospectus.

Regulatory Filing and Disclosure Information

This preliminary pricing supplement was filed under Rule 424(b)(2) referencing SEC registration number 333-282565 and dated July 21, 2026. It incorporates by reference a November 8, 2024 prospectus and related supplements. Final terms and pricing are subject to completion and issuance of definitive documents.

The Bank of Nova Scotia notes that neither the SEC nor any other regulator has approved or disapproved these notes or the adequacy of the disclosure. The notes will not be listed on any exchange or electronic communications network, limiting liquidity and secondary market trading. Investors should consult full offering documents for detailed terms and risks.

Underlying Index and Performance Benchmarks

The notes are linked to the EURO STOXX 50 Index (Bloomberg: SX5E), which determines automatic call triggers and principal repayment. The initial level is the closing value on July 24, 2026, serving as the baseline. The call threshold is 100% of this initial level, requiring the index to meet or exceed this on any quarterly observation date to trigger a call.

The downside threshold is set at 75% of the initial level. If the index closes below this at maturity, principal is reduced proportionally. Outcomes include early call with principal plus return if the index hits 100% or more on call dates; full principal repayment if the index finishes between 75% and 100% at maturity; or reduced principal if below 75%. No historical or forward-looking performance data is provided.

Secondary Market and Liquidity Considerations

The filing discusses secondary market trading challenges. While secondary trades typically settle T+1, these notes settle T+3 initially, requiring alternative arrangements to avoid settlement failures for early trades. The notes are not exchange-listed, relying on over-the-counter transactions for liquidity.

Estimated pricing values below the $10 issue price reflect illiquidity and issuer hedging profits, meaning investors selling before value appreciation may face immediate unrealized losses.

Hedging and Affiliate Roles

Scotia Capital (USA) Inc., affiliated with the Bank of Nova Scotia, will acquire the notes at principal and distribute them through UBS Financial Services Inc. The underwriting discount excludes profits from hedging activities, which the issuer and affiliates expect to earn. This creates potential conflicts of interest as hedging profits may arise from market movements adverse to investors.

Investors are advised to review risk disclosures concerning hedging and conflicts of interest detailed in the product and prospectus supplements.