Bank of Nova Scotia Launches Autocallable Notes Linked to Euro Stoxx 50 Index Due 2031

Structured Note Design and Automatic Call Mechanism

The notes are unsubordinated and unsecured debt obligations of The Bank of Nova Scotia, making all payments subject to the creditworthiness of the issuing institution. The disclosure describes an autocallable structure whereby the notes will be automatically called if the Closing Value of the EURO STOXX 50 Index on the Review Date reaches or exceeds 100% of the Initial Value. Upon automatic call, investors receive cash payment equal to the Principal Amount plus a Call Premium of at least $187.50 (18.75%), with the exact premium to be determined on the Trade Date. Once called, no further amounts are owed on the notes.

This automatic call feature represents a key structural characteristic that distinguishes these notes from traditional fixed-income securities. The mechanism transfers upside capture potential to the issuer if the index performs strongly, while the investor retains a predetermined coupon-like premium upon call. The filing indicates the notes do not bear interest or pay coupons prior to maturity, meaning the call premium represents the sole return available to investors in the call scenario.

Performance Scenarios at Maturity for Non-Called Notes

If the notes are not automatically called, the disclosure outlines three distinct performance scenarios based on the Closing Value of the EURO STOXX 50 Index on the Final Valuation Date. In the best-case scenario, if the Final Value exceeds the Initial Value, investors receive a return equal to 125% (the Participation Rate) times any positive performance of the Reference Asset. This enhanced participation rate means that for every percentage point the index rises above its initial level, investors capture 125% of that gain, providing leveraged upside exposure.

The second scenario applies when the Final Value equals or falls below the Initial Value but remains at or above 75% of the Initial Value (the Barrier Value). In this case, investors receive their Principal Amount returned without loss, despite the index declining. The third scenario represents the principal risk: if the Final Value falls below the Barrier Value at 75% of the Initial Value, investors suffer a loss equal to the depreciation of the Reference Asset, and may lose up to 100% of the Principal Amount. This downside participation means full exposure to index declines beyond the 25% barrier threshold.

Minimum Investment Requirements and Settlement Terms

The offering requires a minimum initial investment of $1,000 per investor, with additional purchases available in integral multiples of $1,000. The Trade Date is expected to be July 31, 2026, with settlement scheduled for August 5, 2026. The notes carry a maturity date of August 5, 2031, representing approximately a 60-month term if the automatic call feature is not triggered before maturity. All payments on the notes will be made in cash, as confirmed in the disclosure.

The notes are identified by CUSIP 063941EC8 and ISIN US063941EC85. Investors should note that these notes will not be listed on any U.S. securities exchange or automated quotation system, potentially limiting liquidity and price discovery mechanisms available in secondary markets. The preliminary nature of this pricing supplement indicates that certain terms remain subject to finalization at or prior to the Trade Date.

Initial Estimated Value and Price Dynamics

The Bank of Nova Scotia has provided an initial estimated value range for the notes of $939.78 to $969.78 per $1,000 Principal Amount, which the disclosure explicitly states will be less than the Original Issue Price of 100% ($1,000 per note). This valuation gap reflects the bank's internal funding rate, underwriting commissions, and costs associated with selling and structuring the notes, including hedging arrangements. The disclosure emphasizes that this estimated value was determined using the bank's internal pricing models, which incorporate the bank's internal funding rate as of the Trade Date and assumptions about market parameters.

The filing notes that Scotia Capital (USA) Inc. (SCUSA), an affiliate of the bank, may use the final pricing supplement in market-making transactions following initial sale of the notes. The disclosure indicates that for approximately three months after the Original Issue Date, SCUSA may offer to buy or sell the notes at prices exceeding the estimated value on the Trade Date, as the bank may discretionally reimburse investors for portions of estimated hedging costs and other connection expenses that will no longer be incurred over the notes' term. The allocation of this reimbursement may not be proportional throughout the period, and the bank reserves the right to discontinue or revise the reimbursement duration based on market conditions.

Reference Asset and Economic Structure

The notes are derivative products based on the price return of the EURO STOXX 50 Index, a widely recognized European equity benchmark. The disclosure clarifies that purchasing these notes does not constitute a direct investment in the reference asset or its constituent stocks. Investors gain no direct economic interest, claim, entitlement, ownership, or voting rights in any EURO STOXX 50 constituent stocks, nor do they receive any dividends or distributions from underlying equities. The notes are purely contractual instruments whose value derives from index price movements.

The economic terms of the notes are explicitly based on the bank's internal funding rate—the rate at which the bank would borrow funds through issuance of similar market-linked notes—rather than credit spreads or conventional fixed-rate debt borrowing rates. The disclosure states that the bank's internal funding rate is typically lower than rates the bank would pay for conventional fixed-rate debt securities, and the bank's use of this lower rate effectively reduces the economic value delivered to investors at issuance.

Underwriting Commission and Distribution Structure

Scotia Capital (USA) Inc., identified as an affiliate of The Bank of Nova Scotia, will purchase the notes from the bank at the Principal Amount and distribute them to other registered broker-dealers at a discount of up to $25.00 (2.50%) per $1,000 Principal Amount, or may offer the notes directly to investors. The underwriting commission structure results in total proceeds to the bank of at least 97.50% of the Original Issue Price. The filing specifies that this preliminary pricing supplement is being used in a market-making transaction unless informed otherwise in the confirmation of sale.

The disclosure includes a supplemental plan of distribution section addressing conflicts of interest arising from SCUSA's dual role as both purchaser from the bank and distributor or market maker. After the initial offering period, SCUSA may engage in secondary market transactions in the notes and is authorized to buy and sell the notes at prices determined by its own pricing models, though the filing emphasizes that SCUSA is not obligated to make a market in the notes.

Credit Risk and Insurance Limitations

The notes are explicitly identified as unsubordinated and unsecured obligations of The Bank of Nova Scotia, meaning all payments are subject to the credit risk of the issuer. The filing provides clear notice that the notes are not insured by the Canada Deposit Insurance Corporation (CDIC) pursuant to the Canada Deposit Insurance Corporation Act, the U.S. Federal Deposit Insurance Corporation (FDIC), or any other government agency in Canada, the United States, or any other jurisdiction. This disclosure highlights the extent to which investors rely on the bank's creditworthiness for payment of principal and any premium upon call or at maturity.

The preliminary nature of the pricing supplement emphasizes that final terms remain subject to completion and delivery of the final pricing supplement. The filing includes standard regulatory language noting that the SEC and state securities commissions have not approved or disapproved the notes and have not passed upon the accuracy or adequacy of the disclosure documents. The preliminary supplement includes cautionary language regarding the regulatory status of the offering and warnings that neither the bank nor its affiliates are selling the notes in jurisdictions where such offer or sale is not permitted under applicable law.

Risk Disclosure Framework and Investor Considerations

The filing explicitly directs investors to review detailed risk disclosures contained in multiple sections: "Additional Risks" beginning on page P-8 of the pricing supplement, "Additional Risk Factors Specific to the Notes" beginning on page PS-6 of the accompanying product supplement, and "Risk Factors" beginning on page S-2 of the accompanying prospectus supplement and page 8 of the prospectus. The disclosure notes that the actual value of the notes at any time reflects many factors and cannot be predicted with accuracy, emphasizing the uncertainty inherent in valuation of structured products.

The filing identifies specific risks related to estimated value and liquidity, noting that the Bank of Nova Scotia's and SCUSA's estimated values are not determined by reference to credit spreads or conventional debt borrowing rates. The disclosure indicates investors should carefully review sections addressing these valuation risks and understand how market-making prices may diverge from initial estimated values. The preliminary nature of the supplement means investors will need to review final documentation before commitment to purchase, as material terms may still be adjusted prior to the Trade Date.

Registration and Regulatory Status

The notes are offered pursuant to Rule 424(b)(2) under the Securities Act, with Registration No. 333-282565. This regulatory framework establishes the formal basis for the offering in the United States securities markets. The filing dated July 22, 2026, represents the preliminary pricing supplement subject to completion, indicating that final pricing terms and certain structural details remain to be determined at or before the Trade Date of July 31, 2026. The document is marked "Subject to Completion" and carries a dated notation of July 22, 2026.

The disclosure contains clear language that the information in the preliminary pricing supplement is not complete and may be changed, and that the bank cannot sell the notes until delivery of a final pricing supplement. The language further specifies that the bank is not soliciting offers to buy the notes in any state where such offer or sale is not permitted under applicable law. This regulatory framework reflects the bank's compliance with U.S. securities law requirements for the offering of structured debt products to investors in U.S. markets.