Bank of Nova Scotia FWP: New International Basket ARNs Offer 14-18% Max Return

Rhea-AI Filing Summary

Bank of Nova Scotia (BNS) has filed a Free Writing Prospectus for a new structured product—Accelerated Return Notes (ARNs)—linked to a diversified international equity index basket. The $10-denominated notes mature in roughly 14 months and reference six major indices: EURO STOXX 50 (40%), FTSE 100 (20%), Nikkei 225 (20%), Swiss Market Index (7.5%), S&P/ASX 200 (7.5%), and FTSE China 50 (5%).

Payout mechanics: • Investors receive 3-to-1 leveraged upside exposure to any basket appreciation, capped between $11.40 and $11.80 (14%-18% maximum return). • Downside exposure is linear and uncapped; a 1-for-1 loss in the basket can wipe out the entire principal. No interim coupon is paid.

Key structural features:

• Capped Value: Final value cannot exceed the stated range, limiting participation once the basket rises ~4.7-5.3%.
• Credit exposure: Payments depend on BNS’s ability to pay; if the bank defaults, investors could lose all capital regardless of market performance.
• Initial estimated value: Will be below the public offering price, reflecting fees, hedging costs, and issuer margin.
• Liquidity: Notes are not exchange-listed; secondary market, if any, may trade at prices below offering price and model value.

Investor profile: Suitable only for investors who expect modest international equity gains within 14 months, are comfortable with total downside risk, and prefer short-term, leveraged yet capped exposure over direct equity ownership.

Positive

• 3-to-1 leveraged upside offers enhanced participation in modest equity gains over a short 14-month horizon.
• Diversification across six major international indices reduces single-market concentration.
• Capped Value up to 18% provides clear payoff visibility for investors targeting limited upside.

Negative

• Full principal at risk: 1-for-1 downside exposure can lead to 100% loss.
• Upside capped at $11.80, limiting returns even if basket outperforms.
• Credit risk of BNS: notes are unsecured debt; insolvency would void payments.
• Initial estimated value below issue price, embedding fees and reducing intrinsic value at inception.
• No exchange listing may result in illiquidity and pricing discounts in secondary trading.

Insights

Structured-Products Analyst

TL;DR – Short-term 3× upside play, but capped at ~18% and carries full credit & market risk.

The ARN gives leveraged participation in a globally diversified basket, which can be attractive in a range-bound or mildly bullish environment. However, the cap effectively limits payoff once the basket rises roughly 5%, a level that can easily be surpassed in volatile markets. Investors also pay an implicit spread: the issue price exceeds the initial estimated value, eroding risk-adjusted return.

Because downside is 1-for-1, the risk-reward is asymmetric in the issuer’s favor: BNS borrows at near-zero coupon while only giving up 14-18% of upside. The lack of listing and potential wide bid/ask spreads further reduce liquidity. From a portfolio standpoint, the product may act as a tactical substitute for a short-dated call spread, but sophisticated investors could replicate exposure more cheaply through options.

Credit Analyst

TL;DR – Return entirely contingent on BNS credit; investment behaves like unsecured debt.

Although BNS is a highly rated Canadian bank, these ARNs are senior unsecured obligations. Any deterioration in BNS’s credit profile directly affects note valuation. Given recent tightening bank margins and regulatory scrutiny, tail-risk should not be ignored—particularly by U.S. retail investors unfamiliar with Canadian bail-in regimes. Investors receive no additional credit spread compensation beyond the capped payoff, leaving them exposed to downside with limited upside. From a credit perspective the structure is attractive for BNS, less so for noteholders.

Filed Pursuant to Rule 433
Registration Statement No. 333-282565

ACCELERATED RETURN NOTES® (ARNs®)  

 

Accelerated Return Notes® Linked to an International Equity Index Basket		The graph above and the table below reflect the hypothetical return on the notes, based on the terms contained in the table to the left (using the mid-point for any range(s)). The graph and table have been prepared for purposes of illustration only and do not take into account any tax consequences from investing in the notes. Hypothetical Percentage Change from the Starting Value to the Ending Value Hypothetical Redemption Amount per Unit Hypothetical Total Rate of Return on the Notes -100.00% $0.00 -100.00% -75.00% $2.50 -75.00% -50.00% $5.00 -50.00% -40.00% $6.00 -40.00% -30.00% $7.00 -30.00% -20.00% $8.00 -20.00% -10.00% $9.00 -10.00% -5.00% $9.50 -5.00% 0.00% $10.00 0.00% 2.00% $10.60 6.00% 4.00% $11.20 12.00% 5.34% $11.60(2) 16.00% 10.00% $11.60 16.00% 20.00% $11.60 16.00% 30.00% $11.60 16.00% 40.00% $11.60 16.00% 50.00% $11.60 16.00%   (1)The Redemption Amount per unit cannot exceed the hypothetical Capped Value        
Issuer	The Bank of Nova Scotia (“BNS”)
Principal Amount	$10.00 per unit
Term	Approximately 14 months
Market Measure	An international equity index basket comprised of the EURO STOXX 50® Index (Bloomberg symbol: “SX5E”), the FTSE® 100 Index (Bloomberg symbol: “UKX”), the Nikkei Stock Average Index (Bloomberg symbol: “NKY”), the Swiss Market Index® (Bloomberg symbol: “SMI”), the S&P/ASX 200 Index (Bloomberg symbol: “AS51”) and the FTSE® China 50 Index (Bloomberg symbol: “XIN0I”) (each, a “Basket Component”). The EURO STOXX 50® Index will be given an initial weight of 40.00%, each of the FTSE® 100 Index and the Nikkei Stock Average Index will be given an initial weight of 20.00%, each of the Swiss Market Index® and the S&P/ASX 200 Index will be given an initial weight of 7.50% and the FTSE® China 50 Index will be given an initial weight of 5.00%.
Payout Profile at Maturity	●3-to-1 leveraged upside exposure to increases in the Market Measure, subject to the Capped Value ●1-to-1 downside exposure to decreases in the Market Measure, with up to 100% of your investment at risk
Capped Value	[$11.40 to $11.80] per unit, a [14.00% to 18.00%] return over the principal amount, to be determined on the pricing date
Investment Considerations	This investment is designed for investors who anticipate that the Market Measure will increase moderately over the term of the notes and are willing to accept a capped return, take full downside risk and forgo interim interest payments.
Preliminary Offering Documents	http://www.sec.gov/Archives/edgar/data/9631/000183988225036027/bns_fwp-18623.htm
Exchange Listing	No
You should read the relevant Preliminary Offering Documents before you invest. Click on the Preliminary Offering Documents hyperlink above or call your Financial Advisor for a hard copy. Risk Factors Please see the Preliminary Offering Documents for a description of certain risks related to this investment, including, but not limited to, the following: ●Depending on the performance of the Market Measure as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal. ●Payments on the notes are subject to the credit risk of BNS, and actual or perceived changes in the creditworthiness of BNS are expected to affect the value of the notes. If BNS becomes insolvent or is unable to pay its obligations, you may lose your entire investment. ●Your investment return is limited to the return represented by the Capped Value and may be less than that of a comparable investment directly in the stocks included in the Basket Components. ●Changes in the level of one of the Basket Components may be offset by changes in the levels of the other Basket Components. ●The initial estimated value of the notes on the pricing date will be less than their public offering price. ●If you attempt to sell the notes prior to maturity, their market value may be lower than both the public offering price and the initial estimated value of the notes on the pricing date. ●You will have no rights of a holder of the securities included in the Basket Components and you will not be entitled to receive securities or dividends or other distributions by the issuers of the securities included in the Basket Components. ●Your return on the notes may be affected by factors affecting the international securities markets, specifically changes in the countries represented by the Basket Components. In addition, you will not obtain the benefit of any increase in the value of the currencies in which the securities in the Basket Components trade against the U.S. dollar which you would have received if you had owned the securities in the Basket Components during the term of your notes, although the value of the Basket may be adversely affected by general exchange rate movements in the market. ●Certain United States executive orders could adversely affect your investment in the notes. Final terms will be set on the pricing date within the given range for the specified Market-Linked Investment. Please see the Preliminary Offering Documents for complete product disclosure, including related risks and tax disclosure.

 

The Bank of Nova Scotia (“BNS”) has filed a registration statement (which includes a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the notes that are described in this Guidebook. Before you invest, you should carefully read the prospectus in that registration statement and other documents that BNS has filed with the SEC for more complete information about BNS and any offering described in this Guidebook. You may obtain these documents without cost by visiting EDGAR on the SEC Website at www.sec.gov. BNS’s Central Index Key, or CIK, on the SEC website is 9631. Alternatively, Merrill Lynch will arrange to send you the prospectus and other documents relating to any offering described in this document if you so request by calling toll-free 1-800-294-1322. BNS faces risks that are specific to its business, and we encourage you to carefully consider these risks before making an investment in its securities.

 

FAQ

What indices comprise the BNS Accelerated Return Notes basket?

The basket weights are: EURO STOXX 50 40%, FTSE 100 20%, Nikkei 225 20%, Swiss Market Index 7.5%, S&P/ASX 200 7.5%, FTSE China 50 5%.

How much can I earn on the BNS ARNs?

Maximum Redemption: $11.40-$11.80 per $10 unit, equating to a 14-18% total return.

What is the downside risk of investing in these ARNs?

Downside is uncapped and 1-for-1; if the basket falls 50%, redemption is $5, and a 100% decline yields $0.

Do the BNS ARNs pay periodic interest or coupons?

No. There are no interim interest payments; all return is realized at maturity.

Is there secondary market liquidity for BNS ARNs?

The notes are not exchange-listed; Merrill Lynch may offer to repurchase them, but prices could be below offering value.

How does BNS credit quality affect the ARNs?

Payments rely on BNS’s solvency; any credit deterioration can lower note value or cause loss if BNS defaults.