The Bank of Nova Scotia filed a free writing prospectus on November 4, 2026, disclosing terms for Market Linked Securities linked to Taiwan Semiconductor Manufacturing Company Limited American depositary receipts, with a stated maturity date of November 16, 2029.

Key Highlights

  • Underlying asset: The securities are linked to the American depositary receipts of Taiwan Semiconductor Manufacturing Company Limited (Bloomberg Ticker: TSM).
  • Contingent coupon rate: At least 9.80% per annum, to be determined on the pricing date of November 13, 2026.
  • Face amount: $1,000 per security, issued in denominations of $1,000 and any integral multiple of $1,000.
  • Downside and coupon threshold: Both set at 60.00% of the starting price; if the ending price falls below this level at maturity, holders receive $1,000 multiplied by the performance factor, with a potential loss of more than 40.00% and possibly all of the face amount.
  • Estimated value at pricing: The Bank's estimated value of the securities, if priced on November 4, 2026, would be between $929.33 (92.933%) and $959.33 (95.933%) per $1,000 face amount.
  • Automatic call feature: The securities may be automatically called on any calculation day from February 2027 to August 2029 if the stock closing price is greater than or equal to the starting price, with the call settlement date three business days after the applicable calculation day.
  • Agent discounts: Wells Fargo Securities, LLC will receive a discount of up to 2.325%; dealers, including Wells Fargo Advisors, LLC, will receive a selling concession of up to 1.75%, and Wells Fargo Advisors, LLC may receive a distribution expense fee of 0.075%.

Terms and Structure of the Bank of Nova Scotia TSM-Linked Securities

According to the filing, The Bank of Nova Scotia is offering Market Linked Securities described as "Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside" under its Senior Note Program, Series A, registered under Registration No. 333-298611. The securities are filed pursuant to Rule 433. The issue date is expected to be November 18, 2026, and the stated maturity date is November 16, 2029, both subject to change. The CUSIP is 06419UAY1 and the ISIN is US06419UAY10. Scotia Capital Inc., an affiliate of the Bank, is designated as the calculation agent.

The contingent coupon, if earned, is paid quarterly - on the 13th day of each February, May, August, and November - commencing February 2027 and ending November 2029. The filing notes a "memory feature": if one or more coupon payments are missed because the stock closing price was below the coupon threshold price, those missed payments will be made on a later coupon payment date when the closing price is at or above the threshold, though without interest on amounts previously unpaid. The filing states that holders "will not participate in any appreciation of the Underlying Stock, but will have full downside exposure to the Underlying Stock if the ending price is less than the downside threshold price."

The filing discloses that the Bank's estimated value of the securities is lower than the original offering price, noting that "the inclusion of dealer spread and projected profit from hedging in the original offering price is likely to adversely affect secondary market prices." Selected risk considerations listed in the filing include single stock risk, credit risk of the Bank, potential loss of the entire face amount, the possibility of receiving no coupon payments during the entire term, and limited liquidity in any secondary market. The filing states that the securities are not bank deposits and are not insured or guaranteed by the FDIC or any other governmental agency.

What Was Disclosed

The Bank of Nova Scotia (NYSE:BNS) filed a free writing prospectus dated November 4, 2026, setting out the preliminary terms for principal-at-risk, equity-linked notes tied to Taiwan Semiconductor Manufacturing Company ADRs, maturing November 16, 2029, with a contingent coupon rate of at least 9.80% per annum.