[424B2] Bank of Nova Scotia Prospectus Supplement

Rhea-AI Filing Summary

Offering overview: The Bank of Nova Scotia (BNS) is marketing senior unsecured market-linked securities that reference the lowest-performing of Dell Technologies Class C, Intel Corporation, and Eli Lilly common shares. The notes are issued under BNS’s Senior Note Program, Series A, pursuant to a 424(b)(2) filing. Face amount is $1,000 per security, with an expected issue date of July 1 2025 and stated maturity of June 29 2028 (three-year tenor unless auto-called).

Key mechanics:

• Automatic call: On the single call date (≈ 1 year after issuance) the securities are redeemed at face plus a call premium of at least 50% if the lowest-performing underlying closes at or above its starting price.
• Upside at maturity: If not called and the lowest performer ends above its starting price, investors receive face plus 350% of that stock’s appreciation.
• Principal protection: None. If the ending price is ≤ 50% of its start, holders incur full downside on a 1:1 basis and can lose >50% (up to 100%) of principal.
• Credit exposure: All payments depend on BNS credit; the notes are senior unsecured and are not CDIC/FDIC-insured.
• Secondary market & liquidity: No exchange listing; any secondary trading will be on a best-efforts basis by Scotia Capital (USA) Inc. and affiliates.

Economics & fees: The preliminary estimated value is 90.00%–93.13% of the $1,000 offering price, reflecting dealer spread (up to 2.575%), projected hedging profit, and structuring costs. Wells Fargo Securities may receive up to 2.00% selling concession and WFA up to 0.075% expense fee per note. Selected dealers may also earn up to $3.00 per note for marketing services.

Risk highlights:

• No periodic coupons or dividends; total return is contingent on equity performance and call outcome.
• Concentration risk in three large-cap equities; investors benefit only from the worst performer.
• Potential for significant or total loss of principal below the 50% threshold.
• Value erosion from bid-offer spread and a Bank-estimated fair value below par on day one.

Investor suitability: The product targets investors with a moderately bullish one-year outlook on the three stocks, willingness to bear BNS credit risk, limited liquidity, and the possibility of substantial loss in exchange for a leveraged upside and a sizable (≥50%) early call premium.

Positive

• At least 50% call premium offers an outsized first-year return if triggered.
• 350% upside participation above the starting price provides leveraged equity exposure.

Negative

• No principal protection; losses mirror worst-performing stock below 50% of start.
• Investors benefit only from the lowest performer, negating diversification among the three stocks.
• Issuer credit risk from unsecured BNS obligation; not CDIC/FDIC insured.
• Estimated fair value of 90–93.13% means an immediate mark-to-market discount.
• No liquidity or exchange listing, creating potential exit challenges.

Insights

Structured Products Analyst

TL;DR: High call premium and 3.5x upside are attractive, but full downside below 50% and single worst-of trigger make risk substantial.

Return profile: A ≥50% call premium in year one converts to ~44% IRR if triggered, yet upside thereafter is capped; failure to call pushes investors into a worst-of structure with 350% participation, but only if the laggard rallies. Risk asymmetry remains unfavorable—losses are 1:1 below a 50% barrier, while gains above zero depend on one stock outrunning the others.

Pricing & value: The 90–93.13% estimated value implies 70–100 bp annual drag versus par. Investors effectively pay ~7–10% for structuring and distribution, underscoring the need for a differentiated view on the underlyings.

Market context: Dell and Intel add cyclical tech beta; Eli Lilly injects defensive pharma growth. Correlation among the names is moderate, raising the probability that at least one underperforms, thereby increasing barrier breach risk.

Risk Analyst

TL;DR: Principal-at-risk note concentrates downside, offers no coupon, and embeds issuer credit risk—suitable only for high-risk tolerance accounts.

The 50% threshold is loose relative to typical 70% barriers, but downside beyond that is uncapped. Investors are effectively short a down-and-in put on the worst performer and long a leveraged call above par. Credit-adjusted loss-given-default increases because the note is unsecured. Illiquidity is material: without listing, exit prices may sit far below theoretical value, especially if volatility spikes.

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PRICING SUPPLEMENT Subject To Completion, dated June 20, 2025 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-282565 (To Product Supplement No. WF-1 dated November 8, 2024, Prospectus Supplement dated November 8, 2024 and Prospectus dated November 8, 2024)
	The Bank of Nova Scotia Senior Note Program, Series A Equity Linked Securities
	Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due June 29, 2028
■Linked to the lowest performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company (each referred to as an “Underlying Stock”, and collectively as the "Underlying Stocks") ■Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described below. Whether the securities are automatically called for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case, on the performance of the lowest performing Underlying Stock. The lowest performing Underlying Stock on the call date or the final calculation day is the Underlying Stock that has the lowest stock closing price on that day as a percentage of its starting price ■Automatic Call. If the stock closing price of the lowest performing Underlying Stock on the call date occurring approximately one year after issuance is greater than or equal to its starting price, the securities will be automatically called for the face amount plus a call premium of at least 50.00% of the face amount (to be determined on the pricing date) ■Maturity Payment Amount. If the securities are not automatically called, you will receive a maturity payment amount that could be greater than, equal to or less than the face amount depending on the ending price of the lowest performing Underlying Stock as follows: ■If the ending price of the lowest performing Underlying Stock is greater than its starting price, you will receive the face amount plus a positive return equal to 350% of the percentage increase in the price of the lowest performing Underlying Stock from its starting price ■If the ending price of the lowest performing Underlying Stock is less than or equal to its starting price, but greater than or equal to 50% of its starting price (the “threshold price”), you will receive the face amount ■If the ending price of the lowest performing Underlying Stock is less than its threshold price, you will have full downside exposure to the decrease in the price of the lowest performing Underlying Stock from its starting price and you will lose more than 50%, and possibly all, of the face amount of your securities ■Investors may lose a significant portion or all of the face amount ■If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the lowest performing Underlying Stock, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of any Underlying Stock at the upside participation rate ■Your return on the securities will depend solely on the performance of the Underlying Stock that is the lowest performing Underlying Stock on the call date and the final calculation day. You will not benefit in any way from the performance of the better performing Underlying Stock. Therefore, you will be adversely affected if any Underlying Stock performs poorly, even if the other Underlying Stock performs favorably ■All payments on the securities are subject to the credit risk of The Bank of Nova Scotia (the “Bank”) ■No periodic interest payments or dividends ■No exchange listing; designed to be held to maturity

If the securities priced today, the estimated value of the securities as determined by the Bank would be between $900.00 (90.00%) and $931.30 (93.13%) per security. See “The Bank’s Estimated Value of the Securities” in this pricing supplement for additional information.

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” beginning on page P-9 herein and “Risk Factors” beginning on page PS-3 of the accompanying product supplement, beginning on page S-2 of the accompanying prospectus supplement and on page 8 of the accompanying prospectus.

Scotia Capital (USA) Inc., our affiliate, will purchase the securities from the Bank for distribution to other registered broker dealers including Wells Fargo Securities, LLC (“WFS”) or will offer the securities directly to investors. Scotia Capital (USA) Inc. or any of its affiliates or agents may use this pricing supplement in market-making transactions in securities after their initial sale. If you are buying securities from Scotia Capital (USA) Inc. or another of its affiliates or agents, the final pricing supplement to which this pricing supplement relates may be used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

The securities are senior unsecured debt obligations of the Bank, and, accordingly, all payments are subject to credit risk. The securities are not insured by the Canada Deposit Insurance Corporation pursuant to the Canada Deposit Insurance Corporation Act (the “CDIC Act”) or the U.S. Federal Deposit Insurance Corporation or any other governmental agency of Canada, the United States or any other jurisdiction.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

	Original Offering Price	Agent Discount(1)	Proceeds to The Bank of Nova Scotia(2)
Per Security	$1,000.00	$25.75	$974.25
Total

(1) Scotia Capital (USA) Inc. or one of our affiliates will purchase the aggregate face amount of the securities and as part of the distribution, will sell the securities to WFS at a discount of up to $25.75 (2.575%) per security. WFS may provide selected dealers, which may include Wells Fargo Advisors (“WFA”, the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling concession of up to $20.00 (2.00%) per security, and WFA may receive a distribution expense fee of $0.75 (0.075%) per security for securities sold by WFA. In respect of certain securities sold in this offering, we may pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. See “Terms of the Securities—Agents” herein and “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for additional information.

(2) Excludes any profits from hedging. For additional considerations relating to hedging activities see “Selected Risk Considerations — Risks Relating To The Estimated Value Of The Securities And Any Secondary Market — The Inclusion of Dealer Spread and Projected Profit from Hedging in the Original Offering Price is Likely to Adversely Affect Secondary Market Prices” in this pricing supplement.

Scotia Capital (USA) Inc. Wells Fargo Securities

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Terms of the Securities

Issuer:

The Bank of Nova Scotia (the “Bank”).

Market Measures:

The Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company (each referred to as an “Underlying Stock”, and collectively as the "Underlying Stocks").

Pricing Date*:

June 26, 2025.

Issue Date*:

July 1, 2025.

Original Offering Price:

$1,000 per security.

Face Amount:

$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.

Automatic Call:

If the stock closing price of the lowest performing Underlying Stock on the call date is greater than or equal to its starting price, the securities will be automatically called and, on the call settlement date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium. If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the lowest performing Underlying Stock, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of any Underlying Stock at the upside participation rate. If the securities are automatically called, they will cease to be outstanding on the call settlement date and you will have no further rights under the securities after the call settlement date. You will not receive any notice from us if the securities are automatically called.

Call Date*:

July 1, 2026, subject to postponement as described below under “—Market Disruption Events and Postponement Provisions” below

Call Premium:

At least 50.00% of the face amount, or at least $500.00 per $1,000 face amount of the securities (to be determined on the pricing date)

Call Settlement Date:

Three business days after the call date (as the call date may be postponed pursuant to “—Market Disruption Events and Postponement Provisions” below, if applicable)

Final Calculation Day*:

June 26, 2028, subject to postponement as described below under “—Market Disruption Events and Postponement Provisions” below

Stated Maturity Date*:

June 29, 2028, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date.

Maturity Payment Amount:

If the securities are not automatically called, then on the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The “maturity payment amount” per security will equal: ●if the ending price of the lowest performing Underlying Stock is greater than its starting price: $1,000 + ($1,000 × underlying stock return of the lowest performing Underlying Stock × upside participation rate); ●if the ending price of the lowest performing Underlying Stock is less than or equal to its starting price, but greater than or equal to its threshold price: $1,000; or ● if the ending price of the lowest performing Underlying Stock is less than its threshold price: $1,000 + ($1,000 × underlying stock return of the lowest performing Underlying Stock) If the securities are not automatically called and the ending price of the lowest performing Underlying Stock is less than its threshold price, you will have full downside exposure to the decrease in the price of the lowest performing Underlying Stock from its starting price and will lose more than 50%, and possibly all, of the face amount of your securities at maturity.

Lowest Performing Underlying Stock:

For the call date and the final calculation day, as applicable, the “lowest performing Underlying Stock” will be the Underlying Stock with the lowest underlying stock return on that day.

P-2

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Stock Closing Price:

With respect to each Underlying Stock, stock closing price and adjustment factor have the meanings set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement.

Starting Price:

With respect to the Class C common stock of Dell Technologies Inc.: $ , its stock closing price on the pricing date With respect to the common stock of Intel Corporation: $ , its stock closing price on the pricing date With respect to the common stock of Eli Lilly and Company: $ , its stock closing price on the pricing date

Ending Price:

The “ending price” of an Underlying Stock will be its stock closing price on the final calculation day.

Threshold Price:

With respect to the Class C common stock of Dell Technologies Inc.: $ , which is equal to 50% of its starting price With respect to the common stock of Intel Corporation: $ , which is equal to 50% of its starting price With respect to the common stock of Eli Lilly and Company: $ , which is equal to 50% of its starting price

Upside Participation Rate:

350%

Underlying Stock Return:

The “underlying stock return” is the percentage change of an Underlying Stock from its starting price to its stock closing price on the call date or on the final calculation day, as applicable, measured as follows: stock closing price – starting price starting price

Market Disruption Events and Postponement Provisions:

The call date and the final calculation day are subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the call settlement date or stated maturity date will be postponed if the call date or the final calculation day, respectively, is postponed and will be adjusted for non-business days. For more information regarding adjustments to the call date, the final calculation day, the call settlement date and the stated maturity date, see “General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to Multiple Market Measures” and “—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product supplement, each of the call date and the final calculation day is a “calculation day,” and the call settlement date and the stated maturity date is a “payment date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement.

Calculation Agent:

Scotia Capital Inc., an affiliate of the Bank

Material Tax Consequences:

For a discussion of Canadian income tax considerations to a holder of owning the securities, see “Canadian Income Tax Consequences” herein. For a discussion of United States federal income tax considerations to a holder’s ownership and disposition of the securities, see “U.S. Federal Income Tax Consequences” herein.

Tax Redemption:

The Bank (or its successor) may redeem the securities, in whole but not in part, at a redemption price determined by the Calculation Agent in a manner reasonably calculated to preserve your and our relative economic position, if it is determined that changes in tax laws of Canada (or the jurisdiction of organization of the successor to the Bank) or of any political subdivision or taxing authority thereof or therein affecting taxation or their interpretation will result in the Bank (or its successor) becoming obligated to pay additional amounts with respect to the securities. See “Tax Redemption” in the accompanying product supplement.

Agents:

Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC. Scotia Capital (USA) Inc. or one of our affiliates will purchase the aggregate face amount of the securities and as part of the distribution, will sell the securities to WFS at a discount of up to $25.75 (2.575%) per security. WFS may provide selected dealers, which may include WFA, with a selling concession of up to $20.00 (2.00%) per security, and WFA may receive a distribution expense fee of $0.75 (0.075%) per security for securities sold by WFA. In addition, in respect of certain securities sold in this offering, we may pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. See also “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. The price at which you purchase the securities includes costs that the Bank, the Agents or their respective

P-3

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

affiliates expect to incur and profits that the Bank, the Agents or their respective affiliates expect to realize in connection with hedging activities related to the securities, as set forth above. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for the securities. As a result, you may experience an immediate and substantial decline in the market value of your securities on the pricing date. See “Selected Risk Considerations — Risks Relating To The Estimated Value Of The Securities And Any Secondary Market — The Inclusion of Dealer Spread and Projected Profit from Hedging in the Original Offering Price is Likely to Adversely Affect Secondary Market Prices” in this pricing supplement.

Status:

The securities will constitute direct, senior, unsubordinated and unsecured obligations of the Bank ranking pari passu with all other direct, senior, unsecured and unsubordinated indebtedness of the Bank from time to time outstanding (except as otherwise prescribed by law). Holders will not have the benefit of any insurance under the provisions of the CDIC Act, the U.S. Federal Deposit Insurance Act or under any other deposit insurance regime.

Listing:

The securities will not be listed on any securities exchange or automated quotation system

Use of Proceeds:

General corporate purposes

Clearance and Settlement:

The Depository Trust Company

Canadian Bail-in:

The securities are not bail-inable debt securities under the CDIC Act

Denominations:

$1,000 and any integral multiple of $1,000.

CUSIP / ISIN:

06418VYJ7 / US06418VYJ78

* To the extent that we make any change to the expected pricing date or expected issue date, the call date, the final calculation day and stated maturity date may also be changed in our discretion to ensure that the term of the securities remains the same.

P-4

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Additional Information about the Issuer and the Securities

You should read this pricing supplement together with product supplement No. WF-1 dated November 8, 2024, the prospectus supplement dated November 8, 2024 and the prospectus dated November 8, 2024 for additional information about the securities. Information included in this pricing supplement supersedes information in the product supplement, prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus. In the event of any conflict, this pricing supplement will control. The securities may vary from the terms described in the accompanying product supplement, prospectus supplement and prospectus in several important ways. You should read this pricing supplement, including the documents incorporated herein, carefully.

You may access the product supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

• Product Supplement No. WF-1 dated November 8, 2024:

http://www.sec.gov/Archives/edgar/data/9631/000183988224038307/bns_424b2-21316.htm

• Prospectus Supplement dated November 8, 2024:

http://www.sec.gov/Archives/edgar/data/9631/000183988224038303/bns_424b3-21311.htm

• Prospectus dated November 8, 2024:

http://www.sec.gov/Archives/edgar/data/9631/000119312524253771/d875135d424b3.htm

P-5

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Estimated Value of the Securities

The Bank’s estimated value of the securities set forth on the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the same maturity as the securities, valued using our internal funding rate for structured debt described below, and (2) the derivative or derivatives underlying the economic terms of the securities. The Bank’s estimated value does not represent a minimum price at which the Bank would be willing to buy your securities in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the Bank’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the securities as well as the higher issuance, operational and ongoing liability management costs of the securities in comparison to those costs for our conventional fixed-rate debt. For additional information, see “Selected Risk Considerations — Risks Relating To The Estimated Value Of The Securities And Any Secondary Market — The Bank’s Estimated Value Is Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.” The value of the derivative or derivatives underlying the economic terms of the securities is derived from the Bank’s internal pricing model. This model is dependent on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s estimated value of the securities is determined when the terms of the securities are set based on market conditions and other relevant factors and assumptions existing at that time. See “Selected Risk Considerations — Risks Relating To The Estimated Value Of The Securities And Any Secondary Market — The Bank’s Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others’ Estimates.”

The Bank’s estimated value of the securities will be lower than the original offering price of the securities because costs associated with selling, structuring and hedging the securities are included in the original offering price of the securities. These costs include the selling commissions paid to the Agents and other affiliated or unaffiliated dealers, the projected profits that we or our hedge provider expect to realize for assuming risks inherent in hedging our obligations under the securities and the estimated cost of hedging our obligations under the securities. The profits also include an estimate of the difference between the amounts we or our hedge provider pay and receive in a hedging transaction with our affiliate and/or an affiliate of WFS in connection with your securities. We pay to such hedge provider amounts based on, but at a discount to, what we would pay to holders of a non-structured note with a similar maturity. In return for such payment, such hedge provider pays to us the amount we owe under the securities. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations under the securities. See “Selected Risk Considerations — Risks Relating To The Estimated Value Of The Securities And Any Secondary Market — The Bank’s Estimated Value Of The Securities Will Be Lower Than The Original Offering Price Of The Securities” in this pricing supplement.

P-6

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Investor Considerations

The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:

●seek the potential for a fixed return equal to the call premium if the stock closing price of the lowest performing Underlying Stock as of the call date is equal to or greater than its starting price;

●seek 350% leveraged exposure to the upside performance of the lowest performing Underlying Stock if the securities are not automatically called and the ending price of the lowest performing Underlying Stock is greater than its starting price;

●are willing to accept the risk that, if the securities are not automatically called and the ending price of the lowest performing Underlying Stock is less than its threshold price, they will be fully exposed to the decline of the lowest performing Underlying Stock from its starting price and will lose more than 50%, and possibly all, of the face amount at maturity;

●understand that the securities may be automatically called prior to stated maturity and that the term of the securities may be as short as approximately one year;

●understand that the return on the securities will depend solely on the performance of the Underlying Stock that is the lowest performing Underlying Stock on the call date or the final calculation day and that they will not benefit in any way from the performance of a better performing Underlying Stock;

●understand that the securities are riskier than alternative investments linked to only one of the Underlying Stocks or linked to a basket composed of each Underlying Stock;

●understand and are willing to accept the full downside risks of each Underlying Stock;

●are willing to forgo interest payments on the securities and dividends on any Underlying Stock; and

●are willing to hold the securities until maturity or automatic call.

The securities may not be an appropriate investment for investors who:

●seek a liquid investment or are unable or unwilling to hold the securities to maturity or automatic call;

●are unwilling to accept the risk that the stock closing price of the lowest performing Underlying Stock as of the call date may be less than its starting price and that the ending price of the lowest performing Underlying Stock may decline to less than its threshold price;

●require full payment of the face amount of the securities at stated maturity;

●seek a security with a fixed term;

●are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value set forth on the cover page;

●seek current income over the term of the securities;

●seek exposure to a basket composed of each Underlying Stock or a similar investment in which the overall return is based on a blend of the performances of the Underlying Stocks, rather than solely on the lowest performing Underlying Stock;

●are unwilling to accept the risk of exposure to the Underlying Stocks;

●seek exposure to the Underlying Stocks but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;

●are unwilling to accept the credit risk of the Bank; or

●prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.

The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the “Selected Risk Considerations” herein and the “Risk Factors” in the accompanying product supplement for risks related to an investment in the securities. For more information about the Underlying Stocks, please see the section titled “The Underlying Stocks” below.

P-7

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Determining Timing and Amount of Payment on the Securities

Whether the securities are automatically called on the call date for the call premium will each be determined based on the stock closing price of the lowest performing Underlying Stock on the call date as follows:

If the securities have not been automatically called then, at maturity, you will receive a cash payment per security (the maturity payment amount) calculated as follows:

P-8

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Selected Risk Considerations

The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to an investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the securities generally in the “Risk Factors” section of the accompanying product supplement. You should reach an investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the securities in light of your particular circumstances.

Risks Relating To The Securities Generally

If The Securities Are Not Automatically Called And The Ending Price Of The Lowest Performing Underlying Stock Is Less Than Its Threshold Price, You Will Lose Some, And Possibly All, Of The Face Amount Of Your Securities At Stated Maturity.

We will not repay you a fixed amount on the securities at stated maturity. If the stock closing price of the lowest performing Underlying Stock is less than its starting price on the call date, the securities will not be automatically called, and you will receive a maturity payment amount that may be more or less than the face amount of your securities, depending on the ending price of the lowest performing Underlying Stock (i.e., the stock closing price of the lowest performing Underlying Stock on the final calculation day).

If the ending price of the lowest performing Underlying Stock is less than its threshold price, the maturity payment amount will be reduced by an amount equal to the decline in the price of the lowest performing Underlying Stock from its starting price (expressed as a percentage of its starting price). The threshold price for each Underlying Stock is 50% of its starting price. For example, if the lowest performing Underlying Stock on the final calculation day has declined by 50.1% from its starting price to its ending price, you will not receive any benefit of the contingent downside protection feature and you will lose 50.1% of the face amount. As a result, you will not receive any protection if the stock closing price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price and you will lose some, and possibly all, of the face amount at maturity. This is the case even if the price of the lowest performing Underlying Stock is greater than or equal to its starting price or its threshold price at certain times during the term of the securities.

If the securities are not automatically called, even if the ending price of the lowest performing Underlying Stock is greater than its starting price, the maturity payment amount may only be slightly greater than the face amount and your return on the securities may be less than the return you would earn if you bought a traditional interest-bearing debt security of the Bank or another issuer with a similar credit rating with the same stated maturity date.

The Securities Are Subject To The Full Risks Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If Another Underlying Stock Performs Favorably.

You are subject to the full risks of each Underlying Stock. If any Underlying Stock performs poorly, you will be negatively affected, even if another Underlying Stock performs favorably. The securities are not linked to a basket composed of the Underlying Stocks, where the better performance of some Underlying Stocks could offset the poor performance of others. Instead, you are subject to the full risks of whichever Underlying Stock is the lowest performing Underlying Stock on each of the call date and, if the securities are not automatically called, the final calculation day. As a result, the securities are riskier than an alternative investment linked to only one of the Underlying Stocks or linked to a basket composed of each Underlying Stock. You should not invest in the securities unless you understand and are willing to accept the full downside risks of each Underlying Stock.

Your Return On The Securities Will Depend Solely On The Performance Of The Underlying Stock That Is The Lowest Performing Underlying Stock On Each of the Call Date And, If The Securities Are Not Automatically Called, the Final Calculation Day, And You Will Not Benefit In Any Way From The Performance Of A Better Performing Underlying Stock.

Your return on the securities will depend solely on the performance of the Underlying Stocks that is the lowest performing Underlying Stock on each of the call date and, if the securities are not automatically called, the final calculation day. Although it is necessary for each Underlying Stock to close at or above its starting price on the call date in order for the securities to be automatically called for the call premium, above its threshold price in order for you to receive the face amount of your securities at maturity or above its starting price in order for you to receive any positive return at maturity, you will not benefit in any way from the performance of the better performing Underlying Stock. The securities may underperform an alternative investment linked to a basket composed of the Underlying Stocks, since in such case the performance of a better performing Underlying Stock would be blended with the performance of the lowest performing Underlying Stock, resulting in a better return than the return of the lowest performing Underlying Stock alone.

You Will Be Subject To Risks Resulting From The Relationship Among The Underlying Stocks.

It is preferable from your perspective for the Underlying Stocks to be correlated with each other so that their prices will tend to increase or decrease at similar times and by similar magnitudes. By investing in the securities, you assume the risk that the Underlying Stocks will not exhibit this relationship. The less correlated the Underlying Stocks, the more likely it is that any one of the Underlying Stocks will be performing poorly at any time over the term of the securities. All that is necessary for the securities to perform poorly is for one of the Underlying Stocks to perform poorly; the performance of the better performing Underlying Stock is not relevant to your return on the securities. It is impossible to predict what the relationship among the Underlying Stocks will be over the term of the securities. To the extent the Underlying Stocks represent a different equity market, such equity markets may not perform similarly over the term of the securities.

P-9

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

No Periodic Interest Will Be Paid On The Securities.

No periodic payments of interest will be made on the securities. However, if the agreed-upon tax treatment is successfully challenged by the Internal Revenue Service (the “IRS”), you may be required to recognize taxable income over the term of the securities. You should review the section of this pricing supplement entitled “U.S. Federal Income Tax Consequences.”

If The Securities Are Automatically Called, Your Return Will Be Limited to the Call Premium.

If the securities are automatically called, the return on the securities is limited to the call premium, regardless of the performance of the lowest performing Underlying Stock. The lowest performing Underlying Stock may appreciate by significantly more than the percentage represented by the call premium from the pricing date through the call date, in which case an investment in the securities will underperform a hypothetical alternative investment providing a 1-to-1 return based on the performance of the lowest performing Underlying Stock. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of any Underlying Stock at the upside participation rate.

You Will Be Subject To Reinvestment Risk.

If your securities are automatically called, the term of the securities may be reduced to as short as approximately one year. There is no guarantee that you would be able to reinvest the proceeds from an investment in the securities at a comparable return for a similar level of risk in the event the securities are automatically called prior to maturity.

The Call Settlement Date Or The Stated Maturity Date May Be Postponed If The Call Date Or The Final Calculation Day Is Postponed.

The call date or the final calculation day with respect to any Underlying Stock will be postponed if the originally scheduled call date or the final calculation day, respectively, is not a trading day with respect to any Underlying Stock or if the calculation agent determines that a market disruption event has occurred or is continuing with respect to any Underlying Stock on such date. If such a postponement occurs with respect to the call date, then the call settlement date will be the business day that follows such postponed call date by a number of business days equal to the number of business days between the originally call date and the originally scheduled call settlement date. If such a postponement occurs with respect to the final calculation day, the stated maturity date will be the later of (i) the initial stated maturity date and (ii) three business days after the final calculation day as postponed.

Risks Relating To An Investment In the Bank’s Debt Securities, Including The Securities

Your Investment Is Subject To The Credit Risk Of The Bank.

The securities are senior unsecured debt obligations of the Bank, and are not, either directly or indirectly, an obligation of any third party. As further described in the accompanying prospectus, product supplement and prospectus supplement, the securities will rank on a parity with all of the other unsecured and unsubordinated debt obligations of the Bank, except such obligations as may be preferred by operation of law. Any payment to be made on the securities, including any payment upon an automatic call and the maturity payment amount, depends on the ability of the Bank to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of the Bank may affect the market value of the securities and, in the event the Bank were to default on its obligations, you may not receive the amounts owed to you under the terms of the securities. If you sell the securities prior to maturity, you may receive substantially less than the face amount of your securities.

Risks Relating To The Estimated Value Of The Securities And Any Secondary Market

The Inclusion Of Dealer Spread And Projected Profit From Hedging In The Original Offering Price Is Likely To Adversely Affect Secondary Market Prices.

Assuming no change in market conditions or any other relevant factors, the price, if any, at which Scotia Capital (USA) Inc. or any other party is willing to purchase the securities at any time in secondary market transactions will likely be significantly lower than the original offering price, since secondary market prices are likely to exclude discounts and underwriting commissions paid with respect to the securities and the cost of hedging our obligations under the securities that are included in the original offering price. The cost of hedging includes the projected profit that we or our hedge provider may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. The profits also include an estimate of the difference between the amounts we or our hedge provider pay and receive in a hedging transaction with our affiliate and/or an affiliate of WFS in connection with your securities. In addition, any secondary market prices may differ from values determined by pricing models used by Scotia Capital (USA) Inc. or WFS as a result of dealer discounts, mark-ups or other transaction costs.

WFS has advised us that if it or any of its affiliates makes a secondary market in the securities at any time up to the issue date or during the 3-month period following the issue date, the secondary market price offered by WFS or any of its affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the securities that are included in the original offering price. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it or any of its affiliates offers during this period will be higher than it otherwise would be outside of this period, as any secondary market price offered outside of this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price will decline steadily to zero over this 3-month period. If you hold the securities through an account at WFS or any of its affiliates, WFS has advised us that it expects that this increase will also be reflected in the value indicated for the securities on your brokerage account statement.

P-10

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

The Bank’s Estimated Value Of The Securities Will Be Lower Than The Original Offering Price Of The Securities.

The Bank’s estimated value is only an estimate using several factors. The original offering price of the securities will exceed the Bank’s estimated value because costs associated with selling and structuring the securities, as well as hedging the securities, are included in the original offering price of the securities. These costs include the selling commissions and the estimated cost of using a third party hedge provider to hedge our obligations under the securities. See “The Bank’s Estimated Value of the Securities” in this pricing supplement.

The Bank’s Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others’ Estimates.

The Bank’s estimated value of the securities is determined by reference to the Bank’s internal pricing models when the terms of the securities are set. This estimated value is based on market conditions and other relevant factors existing at that time and the Bank’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors as well as an estimate of the difference between the amounts we or our hedge provider pay and receive in a hedging transaction with our affiliate and/or an affiliate of WFS in connection with your securities. Different pricing models and assumptions could provide valuations for securities that are greater than or less than the Bank’s estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the securities could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which the Bank would be willing to buy securities from you in secondary market transactions. See “The Bank’s Estimated Value of the Securities” in this pricing supplement.

The Bank’s Estimated Value Is Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.

The internal funding rate used in the determination of the Bank’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. If the Bank were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the securities to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the securities and any secondary market prices of the securities. See “The Bank’s Estimated Value of the Securities” in this pricing supplement.

If The Price Of The Underlying Stocks Change, The Market Value Of Your Securities May Not Change In The Same Manner.

Your securities may trade quite differently from the performance of the Underlying Stocks. Changes in the price of the Underlying Stocks may not result in a comparable change in the market value of your securities. We discuss some of the reasons for this disparity under “Risks Relating To The Estimated Value Of The Securities And Any Secondary Market — The Price at Which the Securities May Be Sold Prior to Maturity will Depend on a Number of Factors and May Be Substantially Less Than the Amount for Which They Were Originally Purchased” herein.

The Price At Which The Securities May Be Sold Prior To Maturity Will Depend On A Number Of Factors And May Be Substantially Less Than The Amount For Which They Were Originally Purchased.

The price at which the securities may be sold prior to maturity will depend on a number of factors. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the price of the Underlying Stocks over the full term of the security, (ii) volatility of the price of the Underlying Stocks and the market’s perception of future volatility of the price of the Underlying Stocks, (iii) changes in interest rates generally, (iv) any actual or anticipated changes in our credit ratings or credit spreads, (v) dividend yields on the Underlying Stocks and (vi) time remaining to maturity. In particular, because the provisions of the securities relating to the automatic call feature and the maturity payment amount behave like options, the value of the security will vary in ways which are non-linear and may not be intuitive.

Depending on the actual or anticipated price of the Underlying Stocks and other relevant factors, the market value of the securities may decrease and you may receive substantially less than 100.00% of the original offering price if you sell your securities prior to maturity.

The Securities Lack Liquidity.

The securities will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no secondary market for the securities. Scotia Capital (USA) Inc. may, but is not obligated to, make a market in the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which Scotia Capital (USA) Inc. is willing to purchase the securities from you. If at any time Scotia Capital (USA) Inc. was not to make a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

Risks Relating To The Underlying Stocks

The Securities Will Be Subject To Single Stock Risk.

The price of an Underlying Stock can rise or fall sharply due to factors specific to that Underlying Stock and its issuer (each, an “Underlying Stock Issuer”), such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and prices, interest rates and economic, political and other conditions.

Any Payment On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Underlying Stocks And, Therefore, The Securities Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.

P-11

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

●Investing In The Securities Is Not The Same As Investing In The Underlying Stocks. Investing in the securities is not equivalent to investing in the Underlying Stocks. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the Underlying Stocks for a period similar to the term of the securities because you will not receive any dividend payments, distributions or any other payments paid on the Underlying Stocks. As a holder of the securities, you will not have any voting rights or any other rights that holders of the Underlying Stocks would have.

●Historical Values Of A Market Measure Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measure During The Term Of The Securities.

●The Securities May Become Linked To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer.

●We, The Agents And Our Or Their Respective Affiliates Cannot Control Actions By An Underlying Stock Issuer.

●None Of Us, The Agents Or Our Or Their Respective Affiliates Have Any Affiliation With Any Underlying Stock Issuer Or Have Independently Verified Their Public Disclosure Of Information.

●You Have Limited Anti-dilution Protection.

Risks Relating To Hedging Activities And Conflicts Of Interest

A Participating Dealer Or Its Affiliates May Realize Hedging Profits Projected By Its Proprietary Pricing Models In Addition To Any Selling Concession And/Or Any Distribution Expense Fee, Creating A Further Incentive For The Participating Dealer To Sell The Securities To You.

If any dealer participating in the distribution of the securities (referred to as a “participating dealer”) or any of its affiliates conducts hedging activities for us in connection with the securities, that participating dealer or its affiliate will expect to realize a projected profit from such hedging activities. If a participating dealer receives a concession and/or any distribution expense fee for the sale of the securities to you, this projected profit will be in addition to the concession and/or distribution expense fee, creating a further incentive for the participating dealer to sell the securities to you.

●Hedging Activities By The Bank And/Or The Agents May Negatively Impact Investors In The Securities And Cause Our Respective Interests And Those Of Our Clients And Counterparties To Be Contrary To Those Of Investors In The Securities.

●Market Activities By The Bank Or The Agents For Their Own Respective Accounts Or For Their Respective Clients Could Negatively Impact Investors In The Securities.

●The Bank, The Agents And Their Respective Affiliates Regularly Provide Services To, Or Otherwise Have Business Relationships With, A Broad Client Base, Which Has Included And May Include Issuers Of An Underlying Stock, The Sponsor Or Investment Advisor For A Fund And/Or The Issuers Of Securities Included In An Index Or Held By A Fund.

●Other Investors In The Securities May Not Have The Same Interests As You.

●There Are Potential Conflicts Of Interest Between You And The Calculation Agent.

Risks Relating To Canadian And U.S. Federal Income Taxation

The Tax Consequences Of An Investment In The Securities Are Unclear.

Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Canadian Income Tax Consequences” and “U.S. Federal Income Tax Consequences” in this pricing supplement.

P-12

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Hypothetical Examples and Returns

The payout profile, return table and examples below illustrate hypothetical payments upon an automatic call or at stated maturity for a $1,000 face amount security on a hypothetical offering of securities under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent the actual starting price or threshold price for any Underlying Stock. The hypothetical starting price of $100.00 for each Underlying Stock has been chosen for illustrative purposes only and does not represent the actual starting price of any Underlying Stock. The actual starting price and threshold price for each Underlying Stock will be determined on the pricing date and will be set forth under “Terms of the Securities” above. For historical data regarding the actual closing prices of the Underlying Stocks, see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases the securities for $1,000 per security. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The actual amount you receive at stated maturity or upon automatic call and the resulting pre-tax total rate of return will depend on the actual terms of the securities.

Hypothetical Call Premium:	50.00% or $500.00 per security (based on the minimum possible call premium specified herein)
Upside Participation Rate:	350.00%
Hypothetical Starting Price:	For each Underlying Stock, $100.00
Hypothetical Threshold Price:	For each Underlying Stock, $50.00 (50% of its hypothetical starting price)

Hypothetical Payout Profile

P-13

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Hypothetical Returns

If the securities are automatically called:

If the securities are automatically called prior to stated maturity, you will receive the face amount of your securities plus the call premium, resulting in a pre-tax total rate of return of 50.00%.

If the securities are not automatically called:

Hypothetical ending price of the lowest performing Underlying Stock	Hypothetical underlying stock return of the lowest performing Underlying Stock(1)	Hypothetical maturity payment amount per security	Hypothetical pre-tax total rate of return(2)
$150.00	50.00%	$2,750.00	175.00%
$140.00	40.00%	$2,400.00	140.00%
$130.00	30.00%	$2,050.00	105.00%
$120.00	20.00%	$1,700.00	70.00%
$110.00	10.00%	$1,350.00	35.00%
$105.00	5.00%	$1,175.00	17.50%
$100.00	0.00%	$1,000.00	0.00%
$90.00	-10.00%	$1,000.00	0.00%
$80.00	-20.00%	$1,000.00	0.00%
$75.00	-25.00%	$1,000.00	0.00%
$50.00	-50.00%	$1,000.00	0.00%
$49.00	-51.00%	$490.00	-51.00%
$40.00	-60.00%	$400.00	-60.00%
$25.00	-75.00%	$250.00	-75.00%
$0.00	-100.00%	$0.00	-100.00%

(1)The underlying stock return of the lowest performing Underlying Stock is equal to the percentage change of the lowest performing Underlying Stock from its starting price to its ending price (i.e., the ending price of the lowest performing Underlying Stock minus its starting price, divided by its starting price).

(2)The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the maturity payment amount per security to the face amount of $1,000.

Hypothetical Examples Of Payment Upon An Automatic Call Or At Stated Maturity

Example 1. The stock closing price of the lowest performing Underlying Stock on the call date is greater than its starting price, and the securities are automatically called on the call date:

	Dell Technologies Inc.	Intel Corporation	Eli Lilly and Company
Hypothetical starting price:	$100.00	$100.00	$100.00
Hypothetical stock closing price on call date:	$165.00	$160.00	$155.00

Step 1: Determine which Underlying Stock is the lowest performing Underlying Stock on the call date.

In this example, the Eli Lilly and Company has the lowest underlying stock return and is, therefore, the lowest performing Underlying Stock on the call date.

Step 2: Determine whether the securities will be automatically called on the call date.

Because the hypothetical stock closing price of the lowest performing Underlying Stock on the call date is greater than its hypothetical starting price, the securities are automatically called on the call date and you will receive on the call settlement date the face amount of your securities plus the call premium of 50.00% of the face amount. Even though the lowest performing Underlying Stock appreciated by 55.00% from its starting price to its stock closing price on the call date in this example, your return is limited to the call premium of 50.00%.

On the call settlement date, you would receive $1,500.00 per security.

P-14

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Example 2. The securities are not automatically called. The ending price of the lowest performing Underlying Stock is greater than its starting price and the maturity payment amount is greater than the face amount:

	Dell Technologies Inc.	Intel Corporation	Eli Lilly and Company
Hypothetical starting price:	$100.00	$100.00	$100.00
Hypothetical stock closing price on the call date:	$125.00	$100.00	$75.00
Hypothetical ending price:	$110.00	$115.00	$120.00
Hypothetical threshold price:	$50.00	$50.00	$50.00
Hypothetical underlying stock return of the lowest performing Underlying Stock (ending price – starting price)/starting price	10.00%	15.00%	20.00%

Step 1: Determine which Underlying Stock is the lowest performing Underlying Stock on the final calculation day.

In this example, the Dell Technologies Inc. has the lowest underlying stock return and is, therefore, the lowest performing Underlying Stock on the final calculation day.

Step 2: Determine the maturity payment amount based on the underlying stock return of the lowest performing Underlying Stock on the final calculation day.

Because the hypothetical stock closing price of the lowest performing Underlying Stock on the call date is less than its hypothetical starting price, the securities are not automatically called. Because the hypothetical ending price of the lowest performing Underlying Stock is greater than its hypothetical starting price, the maturity payment amount per security would be equal to:

$1,000 + ($1,000 × underlying stock return of the lowest performing Underlying Stock × upside participation rate)

= $1,000 + ($1,000 × 10.00% × 350.00%)

= $1,350.00

On the stated maturity date, you would receive $1,350.00 per security.

Example 3. The securities are not automatically called. The ending price of the lowest performing Underlying Stock is less than its starting price but greater than or equal to its threshold price and the maturity payment amount is equal to the face amount:

	Dell Technologies Inc.	Intel Corporation	Eli Lilly and Company
Hypothetical starting price:	$100.00	$100.00	$100.00
Hypothetical stock closing price on the call date:	$70.00	$80.00	$75.00
Hypothetical ending price:	$95.00	$110.00	$120.00
Hypothetical threshold price:	$50.00	$50.00	$50.00
Hypothetical underlying stock return of the lowest performing Underlying Stock (ending price – starting price)/starting price	-5.00%	10.00%	20.00%

Step 1: Determine which Underlying Stock is the lowest performing Underlying Stock on the final calculation day.

In this example, the Dell Technologies Inc. has the lowest underlying stock return and is, therefore, the lowest performing Underlying Stock on the final calculation day.

Step 2: Determine the maturity payment amount based on the underlying stock return of the lowest performing Underlying Stock on the final calculation day.

Because the hypothetical stock closing price of the lowest performing Underlying Stock on the call date is less than its hypothetical starting price, the securities are not automatically called. Because the hypothetical ending price of the lowest performing Underlying Stock is less than its hypothetical starting price but is greater than its hypothetical threshold price, you would receive the face amount of your securities at stated maturity.

On the stated maturity date, you would receive $1,000.00 per security.

P-15

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Example 4. The securities are not automatically called. The ending price of the lowest performing Underlying Stock is less than its threshold price and the maturity payment amount is less than the face amount:

	Dell Technologies Inc.	Intel Corporation	Eli Lilly and Company
Hypothetical starting price:	$100.00	$100.00	$100.00
Hypothetical stock closing price on the call date:	$70.00	$80.00	$75.00
Hypothetical ending price:	$40.00	$110.00	$120.00
Hypothetical threshold price:	$50.00	$50.00	$50.00
Hypothetical underlying stock return of the lowest performing Underlying Stock (ending price – starting price)/starting price	-60.00%	10.00%	20.00%

Step 1: Determine which Underlying Stock is the lowest performing Underlying Stock on the final calculation day.

In this example, the Dell Technologies Inc. has the lowest underlying stock return and is, therefore, the lowest performing Underlying Stock on the final calculation day.

Step 2: Determine the maturity payment amount based on the underlying stock return of the lowest performing Underlying Stock on the final calculation day.

Because the hypothetical stock closing price of the lowest performing Underlying Stock on the call date is less than its hypothetical starting price, the securities are not automatically called. Because the hypothetical ending price of the lowest performing Underlying Stock is less than its hypothetical starting price by more than 50%, you would lose a portion of the face amount of your securities and receive the maturity payment amount equal to:

$1,000 + ($1,000 × underlying stock return of the lowest performing Underlying Stock)

=$1,000 + ($1,000 × -60.00%)

=$400.00

On the stated maturity date, you would receive $400.00 per security.

P-16

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

The Underlying Stocks

Dell Technologies Inc.

According to publicly available information, Dell Technologies Inc. (“Dell”) provides information technology products and services. Information filed by Dell with the SEC can be located by reference to its SEC file number: 001-37867, or its CIK Code: 0001571996. Dell’s Class C common stock is listed on the New York Stock Exchange under the ticker symbol “DELL”.

Historical Information

We obtained the stock closing prices of Dell in the graph below from Bloomberg Professional® service (“Bloomberg”), without independent verification.

The following graph sets forth daily closing prices of the Class C common stock of Dell for the period from January 1, 2020 to June 13, 2025. The stock closing price on June 13, 2025 was $109.56. The historical performance of Dell should not be taken as an indication of the future performance of Dell during the term of the securities.

We have not independently verified the accuracy or completeness of the information obtained from Bloomberg and have not undertaken an independent review or due diligence. The historical performance of Dell should not be taken as an indication of its future performance, and no assurance can be given as to the stock closing price of Dell on the call date or its ending price. We cannot give you assurance that the performance of Dell will result in any positive return on your investment.

P-17

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Intel Corporation

According to publicly available information, Intel Corporation (“Intel”) designs and manufactures technology used in computing, networking, data storage and communications solutions. Information filed by Intel with the SEC can be located by reference to its SEC file number: 000-06217, or its CIK Code: 0000050863. Intel’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “INTC”.

Historical Information

We obtained the stock closing prices of Intel in the graph below from Bloomberg Professional® service (“Bloomberg”), without independent verification.

The following graph sets forth daily closing prices of Intel for the period from January 1, 2020 to June 13, 2025. The stock closing price on June 13, 2025 was $20.14. The historical performance of Intel should not be taken as an indication of the future performance of Intel during the term of the securities.

We have not independently verified the accuracy or completeness of the information obtained from Bloomberg and have not undertaken an independent review or due diligence. The historical performance of Intel should not be taken as an indication of its future performance, and no assurance can be given as to the stock closing price of Intel on the call date or its ending price. We cannot give you assurance that the performance of Intel will result in any positive return on your investment.

P-18

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Eli Lilly and Company

According to publicly available information, Eli Lilly and Company (“Eli Lilly”) is a drug manufacturer that discovers, develops, manufactures and markets human pharmaceutical products. Information filed by Eli Lilly with the SEC can be located by reference to its SEC file number: 001-06351, or its CIK Code: 0000059478. Eli Lilly’s common stock is listed on the New York Stock Exchange under the ticker symbol “LLY”.

Historical Information

We obtained the stock closing prices of Eli Lilly in the graph below from Bloomberg, without independent verification.

The following graph sets forth daily closing prices of Eli Lilly for the period from January 1, 2020 to June 13, 2025. The stock closing price on June 13, 2025 was $819.36. The historical performance of Eli Lilly should not be taken as an indication of the future performance of Eli Lilly during the term of the securities.

We have not independently verified the accuracy or completeness of the information obtained from Bloomberg and have not undertaken an independent review or due diligence. The historical performance of Eli Lilly should not be taken as an indication of its future performance, and no assurance can be given as to the stock closing price of Eli Lilly on the call date or its ending price. We cannot give you assurance that the performance of Eli Lilly will result in any positive return on your investment.

P-19

Market Linked Securities—Auto-Callable with Leveraged Upside Participation
and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C common stock of Dell Technologies Inc., the common stock of Intel Corporation and the common stock of Eli Lilly and Company due May 19, 2028

Canadian Income Tax Consequences

See “Supplemental Discussion of Canadian Tax Consequences” in the accompanying product supplement. In addition to the assumptions, limitations and conditions described therein, such discussion assumes that a Non-Resident Holder is not an entity in respect of which the Bank is a “specified entity” as defined in the Income Tax Act (Canada) (the “Act”).

Such discussion further assumes that no amount paid or payable to a Non-Resident Holder will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning of paragraph 18.4(3)(b) of the Act.

U.S. Federal Income Tax Consequences

You should carefully review the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement. The following discussion, when read in combination with that section, constitutes the full opinion of our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities.

Due to the absence of statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the securities, no assurance can be given that the Internal Revenue Service (“IRS”) or a court will agree with the tax treatment described herein. Pursuant to the terms of the securities, the Bank and you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to characterize the securities as prepaid derivative contracts with respect to the Underlying Stocks. The U.S. Department of the Treasury and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. In addition, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative tax treatments of the securities and potential changes in applicable law.

Non-U.S. Holders. Subject to Section 871(m) of the Code as discussed below, a non-U.S. holder should generally not be subject to U.S. withholding tax with respect to payments on the securities or to generally applicable information reporting and backup withholding requirements with respect to payments on the securities if the non-U.S. holder complies with certain certification and identification requirements as to their non-U.S. status including providing us (and/or the applicable withholding agent) a properly executed and fully completed applicable IRS Form W-8. Subject to Section 897 of the Code and Section 871(m) of the Code, discussed below, gain realized from the taxable disposition (including cash settlement) of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S., (ii) the non-U.S. holder is a non-resident alien individual and is present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) the non-U.S. holder has certain other present or former connections with the U.S.

Section 897. We will not attempt to ascertain whether any Underlying Stock would be treated as a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the securities should be treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If any Underlying Stock were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a security upon a taxable disposition of the security to U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of any such entity as a USRPHC and the securities as USRPI.

Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities or indices containing U.S. equity securities. The withholding tax can apply even if the instrument does not provide for payments that reference dividends. Treasury regulations, as modified by Notice 2020-2, provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that have a delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2017. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2027.

Based on our determination that the securities are not “delta-one” with respect to the Underlying Stocks, our special U.S. tax counsel is of the opinion that the securities should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Furthermore, the application of Section 871(m) of the Code will depend on our determinations on the date the terms of the securities are set. If withholding is required, we will not make payments of any additional amounts.

Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the securities, you are urged to consult your tax advisor regarding the potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the securities.

P-20

FAQ

What is the call premium on the BNS auto-callable note?

If the lowest-performing stock is at or above its start on July 1 2026, holders receive face plus at least 50% ($500) per $1,000 note.

How much upside do investors get if the note is not called?

At maturity investors earn 350% of the positive return of the worst-performing stock, above its starting price.

What happens if the worst-performing stock falls more than 50%?

Principal is at risk; the maturity payment equals face plus the full negative return, so investors can lose over 50% and up to 100% of principal.

Are the notes protected by CDIC or FDIC insurance?

No. All payments rely on Bank of Nova Scotia’s unsecured credit; the notes are not insured by CDIC, FDIC, or any agency.

Why is the estimated value only 90–93.13% of face?

The gap reflects dealer discounts, hedging profit and structuring costs, which reduce secondary market value at issuance.