The Bank of Nova Scotia filed an Issuer Free Writing Prospectus on October 29, 2026, disclosing preliminary terms for Contingent Income Auto-Callable Securities with Memory Coupon due on or about November 9, 2028, linked to the worst performing of Amazon.com, Alphabet, and Microsoft common stock.

Key Highlights

  • Stated principal: $1,000.00 per security, with a minimum investment of $1,000 (1 security).
  • Contingent quarterly coupon: $31.40 per security (equivalent to 12.56% per annum) if all three underlying stocks close at or above 60.00% of their initial share prices on a determination date.
  • Memory coupon feature: Previously unpaid coupons accumulate and are paid on the next determination date when all stocks meet the coupon threshold, though no interest accrues on unpaid amounts.
  • Downside threshold: 60.00% of each stock's initial share price; if any stock falls below this on the final determination date, repayment is reduced by the worst-performing stock's loss and "could be as low as zero."
  • Estimated value on pricing date: Expected to be between $922.12 and $952.12 per security, against a $1,000.00 stated principal amount.
  • Commission: $20.00 per stated principal amount; securities will not be listed on any exchange or electronic communications network.
  • Pricing date and original issue date: November 6, 2026 and November 12, 2026, respectively, under Registration Statement No. 333-298611.

Structure and Key Risk Terms of the Bank of Nova Scotia's November 2026 Auto-Callable Securities

According to the filing, the securities are senior unsecured debt obligations of The Bank of Nova Scotia, issued under its Senior Note Program, Series A, with CUSIP 06419UAA3 and ISIN US06419UAA34. The filing states that "all payments on the securities are subject to the credit risk of BNS" and that "the securities do not guarantee any return of principal at maturity." The final determination date is November 6, 2028, with a maturity date of November 9, 2028, subject to postponement for certain market disruption events.

The securities carry an automatic early redemption feature: if the closing prices of all three underlying stocks on any quarterly determination date (other than the final determination date) are greater than or equal to 100.00% of their respective initial share prices (the call threshold), the securities are redeemed at par plus any owed contingent coupons, including previously unpaid amounts under the memory coupon feature. The filing specifies that no further payments are made once the securities are redeemed early. The three underlying stocks are the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Common Stock of Microsoft Corporation.

The hypothetical payout table in the filing illustrates that if the worst-performing underlying stock declines more than 40.00% from its initial share price by the final determination date, the maturity payment falls below $1,000.00. At a -41.00% change, the hypothetical payment is $590.00; at -100.00%, it is $0.00. The filing notes the estimated value of the securities on the pricing date is expected to be between $922.12 and $952.12 per security, a range below the $1,000.00 stated principal, reflecting issuance costs including the $20.00 per security commission.

What Was Disclosed

The Bank of Nova Scotia filed preliminary terms for structured notes due November 9, 2028, linked to Amazon, Alphabet, and Microsoft on a worst-of basis, offering a quarterly coupon of $31.40 with a memory feature, a 60.00% downside threshold, and principal at risk if any underlying stock breaches that threshold at maturity.