Bank of Nova Scotia Issues Autocallable Notes Linked to Russell 2000 and S&P 500 Performance

Structure and Automatic Call Mechanism of the Notes

The Bank of Nova Scotia's Autocallable Digital Trigger Notes represent a structured product with conditional early redemption and contingent maturity payment features. The notes are scheduled to mature on August 31, 2029, unless they are automatically called on the call observation date, expected to be August 30, 2027. The automatic call feature triggers if the closing level of each of the Russell 2000 Index and the S&P 500 Index is greater than or equal to its initial level on the trade date, which is expected to be August 28, 2026, and will reflect either the closing level or an intra-day level of the reference asset on that date.

If the automatic call feature is triggered, noteholders will receive a payment on the call payment date, expected to be September 2, 2027. For each $1,000 principal amount of notes, investors will receive $1,000 plus a call premium amount set on the trade date and disclosed to be at least 9.00%. This call premium represents the additional return that noteholders would realize if both reference assets remain at or above their initial levels at the first observation point. The mechanism creates an incentive structure whereby investors benefit from market stability or appreciation in both measured indices during the initial observation period.

Maturity Valuation Methodology Based on Least Performing Index

If the notes are not automatically called on the expected call observation date of August 30, 2027, the maturity payment on August 31, 2029, will be determined by the performance of the least performing reference asset—defined as the reference asset with the lowest reference asset return. The reference asset return is calculated as the percentage increase or decrease from the initial level to the final level, with the final level being the closing level on the valuation date expected to be August 28, 2029. This methodology ensures that the payoff depends on whichever of the two indices performs worse over the three-year note term, introducing concentration risk tied to the weaker performer.

The filing discloses three possible maturity scenarios based on how the least performing reference asset performs relative to its initial level. If both reference assets close at or above their initial levels on the valuation date, the return will equal the greater of a threshold settlement amount of $1,400.00 per $1,000 principal or the sum of $1,000 plus the product of $1,000 times the least performing reference asset return. If the final level of any reference asset is below its initial level but remains at or above 85% of its initial level, noteholders will receive the full principal amount of $1,000 per note. If the final level of any reference asset falls below 85% of its initial level, the return becomes negative, with investors losing 1% for every 1% decline in the least performing reference asset, with potential loss of the entire investment.

Initial Estimated Value and Pricing Discount to Par

The filing states that the initial estimated value of the notes at the time the terms are set on the trade date is expected to be between $925.00 and $965.00 per $1,000 principal amount, which represents a discount to the original issue price of par, or 100%. The Bank of Nova Scotia discloses that this estimated value range was determined by reference to the Bank's internal pricing models, which account for factors such as the Bank's internal funding rate on the trade date and the Bank's assumptions about market parameters. The filing notes that the actual value of the notes at any time will reflect many factors and cannot be predicted with accuracy.

The pricing supplement explains that the economic terms of the notes, including the threshold settlement amount and the call premium amount, are based on the Bank's internal funding rate—the rate the Bank would pay to borrow funds through similar market-linked notes—along with underwriting commissions, structuring fees, other costs associated with selling and structuring the notes, and the economic terms of related hedging arrangements. The filing discloses that the original issue price paid by investors will be greater than the initial estimated value due to these embedded costs and risk premiums. The Bank notes that its internal funding rate is typically lower than the rate it would pay when issuing conventional fixed-rate debt securities, but this structural advantage to the Bank is reflected in the pricing offered to retail investors.

Underwriting Commissions and Proceeds to Issuer

The pricing supplement sets out the compensation structure for the distribution of the notes. Underwriting commissions are disclosed to be up to 3.20% per note, while proceeds to the Bank of Nova Scotia are stated to be at least 96.80% of the original issue price. The filing notes that Scotia Capital (USA) Inc., an affiliate of the Bank, will purchase the notes from the Bank for distribution to other registered broker dealers. The filing clarifies that unless the Bank, Scotia Capital (USA) Inc., or another affiliate or agent informs noteholders otherwise in the confirmation of sale, the pricing supplement is being used in a market-making transaction.

The filing states that the Bank may decide to sell additional notes after the date of the final pricing supplement at original issue prices and with commissions and proceeds that differ from the amounts disclosed in this preliminary pricing supplement. The filing emphasizes that the return on an investor's investment in the notes will depend in part on the original issue price paid for the notes, meaning that investors purchasing additional tranches at different prices may experience different economic outcomes relative to their investment amount.

Credit Risk and Unsecured Obligation Status

The filing discloses that the Autocallable Digital Trigger Notes are unsubordinated and unsecured obligations of The Bank of Nova Scotia. Any payment on the notes is explicitly stated to be subject to the creditworthiness of the Bank. The notes do not constitute a direct investment in the shares, units, or securities represented by the Russell 2000 Index or the S&P 500 Index, and investors will not have any direct economic or other interest in, claim or entitlement to, or any legal or beneficial ownership of any share, unit, or security underlying those indices. Noteholders will not have any rights as shareholders, unitholders, or other security holders, including voting rights or rights to receive dividends or distributions.

The notes are not listed on any U.S. securities exchange or automated quotation system, according to the filing. The return on the notes will relate only to the price return of the least performing reference asset and will not include a total return or dividend component. The filing cautions that the notes are derivative products based on the performance of the least performing reference asset and involve certain risks. The filing directs investors to review detailed risk factors beginning on page P-15 of the pricing supplement, page PS-6 of the accompanying product supplement, page S-2 of the accompanying prospectus supplement, and page 8 of the accompanying prospectus for comprehensive disclosure of investment risks.

Downside Protection Threshold and Loss Scenarios

The notes contain a 85% downside protection threshold that limits the loss noteholders absorb when both indices decline moderately. According to the filing, if the final level of any reference asset is less than its initial level but the final level of each reference asset is greater than or equal to 85% of its initial level, noteholders will receive the full principal amount of $1,000 per note, with no loss to principal. This feature provides protection against small to moderate declines in both indices simultaneously, as long as neither index falls more than 15% from its initial level by the maturity date.

However, the filing makes clear that if the final level of any reference asset falls below 85% of its initial level, the protection feature no longer applies. In that scenario, noteholders will receive less than 85% of the principal amount, and the filing explicitly states that investors could lose up to their entire investment in the notes. Specifically, noteholders will lose 1% of principal for every 1% that the least performing reference asset falls below its initial level. For example, a 100% decline in the least performing index would result in a 100% loss of the noteholder's investment. The filing emphasizes this risk multiple times, making clear that investors bear full downside risk if the weaker-performing index declines more than 15% from its starting level.

Registration Status and Regulatory Disclaimers

The pricing supplement was filed pursuant to SEC Rule 424(b)(2) under Registration Statement No. 333-282565. The document is marked as subject to completion and dated July 29, 2026, indicating that this is a preliminary pricing supplement and that the final pricing supplement has not yet been delivered. The filing states that the Bank is not selling the notes until the pricing supplement is delivered in final form, and that the Bank is not soliciting offers to buy the notes in any state where such offer or sale is not permitted under applicable securities laws.

The filing includes a standard SEC disclaimer stating that neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or adequacy of the pricing supplement, the accompanying prospectus, prospectus supplement, underlier supplement, or product supplement. The filing also discloses that the notes are not insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other government agency of Canada, the United States, or any other jurisdiction. This disclosure makes clear that noteholders have no government backstop or insurance protection against loss if the Bank defaults or if the reference assets perform poorly.

Risk Factors and Investment Considerations

The filing warns that investment in the notes involves certain risks and explicitly directs investors to review detailed risk factor sections in multiple documents. The pricing supplement indicates that additional risks are discussed beginning on page P-15 of the pricing supplement itself, while additional risk factors specific to the notes are found beginning on page PS-6 of the accompanying product supplement. Broader risk factors are disclosed in the accompanying prospectus supplement beginning on page S-2 and in the accompanying prospectus beginning on page 8. The filing does not enumerate all specific risks in the pricing supplement excerpt provided, but the extensive cross-references make clear that a comprehensive risk assessment document exists and should be reviewed by prospective investors.

One key risk explicitly mentioned in the filing is the gap between the original issue price of par and the initial estimated value of $925.00 to $965.00 per $1,000 principal amount. This spread reflects the embedded costs, fees, structuring charges, and the Bank's profit margin on the product. Investors who purchase at par will immediately experience an unrealized loss if they were to liquidate at the estimated fair value. The filing also notes that the actual value of the notes at any time will reflect many factors and cannot be predicted with accuracy, indicating that market-making spreads, secondary market liquidity, and changing market conditions will affect the trading value of the notes if investors attempt to sell them prior to maturity or the automatic call date.

Distribution and Market-Making Arrangements

Scotia Capital (USA) Inc., an affiliate of The Bank of Nova Scotia, will purchase the notes from the Bank for distribution to other registered broker dealers. The filing states that Scotia Capital (USA) Inc. or any of its affiliates or agents may use the pricing supplement in market-making transactions in the notes after their initial sale. The filing clarifies that unless the Bank, Scotia Capital (USA) Inc., or another affiliate informs the investor otherwise in the confirmation of sale, the pricing supplement is being used in a market-making transaction, indicating that the distribution involves secondary market activity and not solely primary issuance to end investors.

The filing notes that Goldman Sachs & Co. LLC is listed as a dealer in the pricing supplement, suggesting involvement in the distribution process. The pricing supplement heading indicates "Scotia Capital (USA) Inc." and "Goldman Sachs & Co. LLC" as distributors. The filing discloses a "Supplemental Plan of Distribution (Conflicts of Interest)" section that addresses potential conflicts arising from the Bank's affiliate status relative to Scotia Capital (USA) Inc. and the involvement of other intermediaries in the distribution and market-making of the notes. The filing directs investors to review these conflict-of-interest disclosures in both the pricing supplement and the accompanying product supplement.