[FWP] Bank of Nova Scotia Free Writing Prospectus

Rhea-AI Filing Summary

The Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities maturing 14 Jul 2028 that are linked to the common stock of NVIDIA Corp. (NVDA). Each security has a $1,000 principal amount and offers a contingent quarterly coupon of $26.10 (10.44% p.a.), payable only if NVDA’s closing price on the relevant determination date is at least the 50% downside threshold. Missed coupons may be recovered later under the “memory” feature.

The notes may be automatically called on any quarterly determination date before maturity if NVDA closes at or above its initial price (100% call threshold). An early redemption pays principal plus the current and any unpaid coupons; once called, no further payments are due.

At maturity, investors receive: (i) full principal plus any due coupons if NVDA is at or above the 50% threshold, or (ii) a principal repayment proportional to NVDA’s price decline (share performance factor) if the threshold is breached. A final price below 50% yields a loss of more than 50% of principal, potentially down to zero.

Key terms include:

• Pricing date: 11 Jul 2025
• Issue date: 16 Jul 2025
• Estimated value: $935.20–$965.20 (93.5–96.5% of par)
• Sales commission: $22.50 per note
• Listing: None (OTC only)
• CUSIP/ISIN: 06419DAL7 / US06419DAL73

Risk highlights include principal risk, possible zero coupon periods, limited upside (no participation in NVDA appreciation), liquidity constraints, valuation below issue price, and exposure to BNS credit risk. Tax treatment is uncertain. Investors should review the accompanying preliminary pricing supplement and risk factors before investing.

Positive

• High contingent coupon of 10.44% p.a. provides substantial income potential versus typical fixed-income yields.
• Memory feature can recoup missed coupons, enhancing overall income if NVDA subsequently recovers.
• 50% downside threshold offers partial principal protection against moderate declines in NVDA before losses occur.

Negative

• Principal at risk: a drop of more than 50% in NVDA at maturity results in losses exceeding 50%, potentially to zero.
• No upside participation: investors forego any appreciation in NVDA beyond coupon income.
• Early-call reinvestment risk: securities may be redeemed when NVDA is flat or up, forcing reinvestment at lower rates.
• Initial estimated value (93.5–96.5% of par) is below the $1,000 issue price, creating an immediate value gap.
• Liquidity constraints: unlisted notes rely on dealer markets with potentially wide spreads and limited pricing transparency.
• Exposure to BNS credit: payments depend on the issuer’s ability to pay, irrespective of NVDA performance.

Insights

Structured Products Analyst

TL;DR: High 10.44% coupon and callability attractive, but principal is at risk below a 50% NVDA drop and upside is capped.

Analysis: The note targets income-seeking investors comfortable with equity-linked risks. The 10.44% contingent coupon is above typical dividend yields and leverages NVDA’s volatility premium. The 50% downside threshold offers a sizeable cushion, yet NVDA’s historical drawdowns exceed this level in stressed markets, leaving real loss potential. Automatic call at 100% initial price could shorten duration, creating reinvestment risk if rates fall. Estimated value (93.5–96.5% of par) indicates a 3.5–6.5% issue premium that investors pay for the structure. Lack of listing and dealer-driven secondary market may widen bid-ask spreads. Overall, the risk/return trade-off is balanced, yielding a neutral impact rating for diversified portfolios.

Credit & Liquidity Risk Analyst

TL;DR: Investors face BNS credit exposure and limited liquidity; valuation discount signals negative carry until breakeven.

Because payments depend on BNS’s senior unsecured obligations, any deterioration in the bank’s credit profile would directly affect note pricing. The product is not exchange-listed, so exits rely on the sole dealer where pricing will reflect internal models and spreads, likely below intrinsic value—especially given the 2.25% selling concession. The initial estimated value gap versus par embeds fees, hedging costs, and dealer margin, meaning holders start with unrealised loss. These structural drawbacks offset the appealing coupon, meriting a cautious neutral to slightly negative stance.

	ISSUER FREE WRITING PROSPECTUS
	Filed Pursuant to Rule 433
	Registration Statement No. 333-282565
	Dated July 2, 2025

Contingent Income Auto-Callable Securities due on or about July 14, 2028

Based on the Performance of the Common Stock of NVIDIA Corporation

Principal at Risk Securities

This document provides a summary of the terms of the Contingent Income Auto-Callable Securities (the “securities”). Investors should carefully review the accompanying preliminary pricing supplement for the securities, the accompanying product supplement, the prospectus supplement and the prospectus, as well as the “Risk Considerations” section below, before making an investment decision.

The securities do not guarantee any return of principal at maturity. Investors will not participate in any appreciation of the underlying stock and must be willing to accept the risk of not receiving any contingent quarterly coupons over the term of the securities. The securities are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS”), and all payments on the securities are subject to the credit risk of BNS. As used in this document, “we,” “us,” or “our” refers to BNS.

SUMMARY TERMS	 
Issuer:	The Bank of Nova Scotia
Issue:	Senior Note Program, Series A
Underlying stock:	Common stock of NVIDIA Corporation (Bloomberg Ticker: “NVDA UW”)
Stated principal amount:	$1,000.00 per security
Minimum investment:	$1,000 (1 security)
Pricing date:	July 11, 2025
Original issue date:	July 16, 2025 (3 business days after the pricing date; see preliminary pricing supplement).
Final determination date:	July 11, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Maturity date:	July 14, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Early redemption:	If the closing price of the underlying stock on any determination date other than the final determination date is greater than or equal to the call threshold price, the securities will be automatically redeemed for an amount per security equal to the early redemption payment on the first contingent coupon payment date immediately following the related determination date. No further payments will be made on the securities once they have been redeemed.
Early redemption payment:	The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the applicable determination date and any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature.
Contingent quarterly coupon:	▪If the closing price on any determination date is greater than or equal to the downside threshold price, we will pay on the related contingent coupon payment date a contingent quarterly coupon of $26.10 (equivalent to 10.44% per annum of the stated principal amount) per security, plus any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature. ▪If the closing price on any determination date is less than the downside threshold price, we will not pay a contingent quarterly coupon on the related contingent coupon payment date.
Memory coupon feature:	If a contingent quarterly coupon is not paid on a contingent coupon payment date (other than the maturity date) because the closing price of the underlying stock on the related determination date is less than the downside threshold price, such contingent quarterly coupon will be paid on a later contingent coupon payment date if the closing price of the underlying stock on the determination date corresponding to such later contingent coupon payment date is greater than or equal to the downside threshold price. For the avoidance of doubt, once a previously unpaid contingent quarterly coupon has been paid on a later contingent coupon payment date, it will not be made again on any subsequent contingent coupon payment date. If the closing price of the underlying stock on each of the determination dates is less than the downside threshold price, you will receive no contingent quarterly coupons during the term of, and will not receive a positive return on, the securities.
Determination dates:	Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-trading days and certain market disruption events as described in the accompanying product supplement.
Contingent coupon payment dates:	Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-business days and certain market disruption events as described in the accompanying product supplement.
Payment at maturity:	▪If the final share price is greater than or equal to the downside threshold price: (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date and any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature ▪If the final share price is less than the downside threshold price: (i) the stated principal amount multiplied by (ii) the share performance factor If the final share price is less than the downside threshold price, the payment at maturity will be less than 50.00% of the stated principal amount and could be as low as zero.
Share performance factor:	Final share price divided by the initial share price
Call threshold price:	100.00% of the initial share price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
Downside threshold price:	50.00% of the initial share price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
Initial share price:	The closing price of the underlying stock on the pricing date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement.
Final share price:	The closing price of the underlying stock on the final determination date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
CUSIP / ISIN:	06419DAL7 / US06419DAL73
Listing:	The securities will not be listed or displayed on any securities exchange or any electronic communications network.
Commission:	$22.50 per stated principal amount.
Estimated value on the pricing date:	Expected to be between $935.20 and $965.20 per security. See “Risk Factors” in the preliminary pricing supplement.
Preliminary pricing supplement:	http://www.sec.gov/Archives/edgar/data/9631/000183988225036726/bns_424b2-19884.htm

 

HYPOTHETICAL PAYOUT

The below figures are based on a hypothetical downside threshold price of 50.00% of a hypothetical initial share price and are purely hypothetical (the actual terms of your securities will be determined on the pricing date and will be specified in the final pricing supplement).

Hypothetical Payment at Maturity if No Early Redemption Occurs

Change in Underlying Stock	Payment at Maturity (excluding any contingent quarterly coupon payable at maturity)
+50.00%	$1,000.00
+40.00%	$1,000.00
+30.00%	$1,000.00
+20.00%	$1,000.00
+10.00%	$1,000.00
0.00%	$1,000.00
-10.00%	$1,000.00
-20.00%	$1,000.00
-30.00%	$1,000.00
-40.00%	$1,000.00
-50.00%	$1,000.00
-51.00%	$490.00
-60.00%	$400.00
-70.00%	$300.00
-80.00%	$200.00
-90.00%	$100.00
-100.00%	$0.00

A-1

You will find a link to the accompanying preliminary pricing supplement for the securities above and links to the accompanying product supplement and accompanying prospectus for the securities under “Additional Information About BNS and the Securities” in the preliminary pricing supplement, which you should read and understand prior to investing in the securities.

The issuer has filed a registration statement (including a prospectus as supplemented by a prospectus supplement, product supplement and the preliminary pricing supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying prospectus in that registration statement and the other documents the issuer has filed with the SEC, including the accompanying preliminary pricing supplement and the accompanying prospectus supplement and product supplement, for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (212) 225-5678. Our Central Index Key, or CIK, on the SEC web site is 0000009631.

Risk Considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.

Risks Relating to Return Characteristics

▪Risk of loss at maturity.

▪Contingent repayment of stated principal amount only at maturity.

▪You may not receive any contingent quarterly coupons.

▪Greater expected volatility with respect to the underlying stock generally reflects a higher contingent quarterly coupon and a higher expectation as of the pricing date that the final share price of the underlying stock could be less than the downside threshold price on the final determination date.

▪The securities are subject to reinvestment risk in the event of an early redemption.

▪The contingent quarterly coupon, if any, is based solely on the closing price or the final share price, as applicable.

▪Your potential return on the securities is limited, you will not participate in any appreciation of the underlying stock and you will not realize a return beyond the returns represented by the contingent quarterly coupons received, if any, during the term of the securities.

Risks Relating to Characteristics of the Underlying Stock

▪The securities are subject to risks associated with investments in single equity securities.

▪There can be no assurance that the investment view implicit in the securities will be successful.

▪There is no affiliation between BNS and the underlying stock issuer.

Risks Relating to Estimated Value and Liquidity

▪BNS’ initial estimated value of the securities at the time of pricing (when the terms of your securities are set on the pricing date) will be lower than the issue price of the securities.

▪Neither BNS’ nor SCUSA’s estimated value of the securities at any time is determined by reference to credit spreads or the borrowing rate BNS would pay for its conventional fixed-rate debt securities.

▪BNS’ initial estimated value of the securities does not represent future values of the securities and may differ from others’ (including SCUSA’s) estimates.

▪The securities have limited liquidity.

▪The price at which SCUSA would buy or sell your securities (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of your securities.

▪The price of the securities prior to maturity will depend on a number of factors and may be substantially less than the stated principal amount.

Risks Relating to General Credit Characteristics

▪Payments on the securities are subject to the credit risk of BNS.

Risks Relating to Hedging Activities and Conflicts of Interest

▪Hedging activities by BNS and SCUSA 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.

▪The calculation agent can make antidilution and other adjustments that may adversely affect the market value of, and any amounts payable on, the securities.

▪We, SCUSA and our other affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has included and may include us and the underlying stock issuer and the market activities by us, SCUSA or our other affiliates for our or their own respective accounts or for our clients could negatively impact investors in the securities.

▪Activities conducted by BNS and its affiliates may impact the market price of the underlying stock and the value of the securities.

▪The calculation agent will have significant discretion with respect to the securities, which may be exercised in a manner that is adverse to your interests.

▪BNS and its affiliates may publish research or make opinions or recommendations that are inconsistent with an investment in the securities.

Risks Relating to Canadian and U.S. Federal Income Taxation

▪Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Additional Information About the Securities — Tax Considerations” and “— Material Canadian Income Tax Consequences” in the preliminary pricing supplement.

Underlying Stock

For information about the underlying stock, including historical performance information, see “Information About the Underlying Stock” in the preliminary pricing supplement.

A-2

FAQ

What coupon rate do the BNS Contingent Income Auto-Callable Securities pay?

The notes offer a $26.10 quarterly coupon, equivalent to 10.44% per annum, payable only if NVDA closes at or above the 50% downside threshold on the determination date.

When can the BNS notes be called early?

They are automatically callable on any quarterly determination date before maturity if NVDA’s closing price is at or above its initial price (100% call threshold).

How much principal is protected at maturity?

Full principal is repaid only if NVDA is ≥50% of its initial price; otherwise, repayment is proportional to NVDA’s decline and can be as low as $0.

What is the initial estimated value of the securities?

BNS expects the value on the pricing date to be between $935.20 and $965.20 per $1,000 note, below the issue price.

Are the securities listed on an exchange?

No. They will not be listed; liquidity depends on dealer willingness to make a market.

What risks should investors consider?

Key risks include principal loss below the 50% threshold, potential for unpaid coupons, limited upside, liquidity constraints, and BNS credit risk.