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Filed Pursuant to Rule 433 Dated August 27, 2025 Registration No. 333-282565 |
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The Bank of Nova Scotia Senior Note Program, Series A Equity Linked Securities |
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the common stock of Dow Inc. and the ordinary shares of LyondellBasell Industries N.V. due September 1, 2028
Term Sheet to the Preliminary Pricing Supplement dated August 27, 2025
Summary of Terms
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Issuer |
The Bank of Nova Scotia (the “Bank”) |
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Market Measures |
The common stock of Dow Inc. and the ordinary shares of LyondellBasell Industries N.V. (each referred to as an “Underlying Stock,” and collectively as the “Underlying Stocks”). |
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Pricing Date* |
August 29, 2025 |
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Issue Date* |
September 4, 2025 |
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Face Amount (Original Offering Price) |
$1,000 per security |
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Automatic Call |
If the stock closing price of the lowest performing Underlying Stock on any call date (including the final calculation day) is greater than or equal to its starting price, the securities will be automatically called for the face amount plus the call premium applicable to the relevant call date. |
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Call Dates* and Call Premiums |
The call premium applicable to each call date will be a percentage of the face amount that increases for each call date based on a simple (non-compounding) return of at least approximately 35.00% per annum (to be determined on the pricing date). See “Call Dates and Call Premiums” on the following page. |
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Call Settlement Date |
Three business days after the applicable call date, subject to postponement; provided that the call settlement date for the last call date is the stated maturity date. |
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Maturity Payment Amount (per Security) |
If the securities are not automatically called on any call date (including the final calculation day): ●if the ending price of the lowest performing Underlying Stock on the final calculation day is less than 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 on the final calculation day is less than its threshold price: $1,000 × performance factor of the lowest performing Underlying Stock on the final calculation day |
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Lowest Performing Underlying Stock |
For any call date, the Underlying Stock with the lowest performance factor on that call date |
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Performance Factor |
With respect to an Underlying Stock on any call date, its stock closing price on such call date divided by its starting price (expressed as a percentage) |
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Stated Maturity Date* |
September 1, 2028, subject to postponement |
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Starting Price |
For each Underlying Stock, its stock closing price on the pricing date |
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Ending Price |
For each Underlying Stock, its stock closing price on the final calculation day |
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Threshold Price |
For each Underlying Stock, 60.00% of its starting price |
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Calculation Agent |
Scotia Capital Inc., an affiliate of the Bank |
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Denominations |
$1,000 and any integral multiple of $1,000 |
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Agents** |
Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (“WFS”). WFS will receive a discount of up to 2.575%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 2.00%, and WFA may receive a distribution expense fee of 0.075%. |
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CUSIP / ISIN |
06418VR89 / US06418VR891 |
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Material Canadian and U.S. Tax Consequences |
See the preliminary pricing supplement. |
* Subject to change.
** In respect of certain securities, we may pay a fee of up to $3.00 per security to selected securities dealers for marketing and other services in connection with the distribution of the securities to other securities dealers.
Hypothetical Payout Profile***
*** Assumes the call premiums are equal to the minimum of their call premiums specified herein. Not all call dates reflected; reflects only the first, thirteenth and final call dates for illustrative purposes only.
If the securities are not automatically called and the ending price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities at stated maturity.
Any positive return on the securities will be limited to the applicable call premium, even if the ending price of the lowest performing Underlying Stock on the applicable call date exceeds its starting price by significantly more than the percentage represented by such call premium. You will not participate in any appreciation of any Underlying Stock beyond the applicable call premium.
If the securities priced today, the estimated value of the securities would be between $944.25 (94.425%) and $974.25 (97.425%) per security. See "The Bank's Estimated Value of the Securities" in the preliminary pricing supplement.
Preliminary pricing supplement:
http://www.sec.gov/Archives/edgar/data/9631/000183988225046719/bns_424b2-26005.htm
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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” in this term sheet, “Selected Risk Considerations” in the preliminary pricing supplement and “Risk Factors” in the product supplement, prospectus supplement and prospectus. This introductory term sheet does not provide all the information that an investor should consider prior to making an investment decision. This term sheet should be read in conjunction with the preliminary pricing supplement, product supplement, prospectus supplement, and prospectus. NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY |
Call Dates and Call Premiums
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Call Date |
Call Premium† |
Payment per Security upon an Automatic Call |
Call Date |
Call Premium |
Payment per Security upon an Automatic Call (cont.) |
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September 4, 2026 |
At least 35.000% of the face amount |
At least $1,350.00 |
October 4, 2027 |
At least 72.917% of the face amount |
At least $1,729.17 |
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October 5, 2026 |
At least 37.917% of the face amount |
At least $1,379.17 |
November 4, 2027 |
At least 75.833% of the face amount |
At least $1,758.33 |
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November 4, 2026 |
At least 40.833% of the face amount |
At least $1,408.33 |
December 6, 2027 |
At least 78.750% of the face amount |
At least $1,787.50 |
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December 4, 2026 |
At least 43.750% of the face amount |
At least $1,437.50 |
January 4, 2028 |
At least 81.667% of the face amount |
At least $1,816.67 |
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January 4, 2027 |
At least 46.667% of the face amount |
At least $1,466.67 |
February 4, 2028 |
At least 84.583% of the face amount |
At least $1,845.83 |
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February 4, 2027 |
At least 49.583% of the face amount |
At least $1,495.83 |
March 6, 2028 |
At least 87.500% of the face amount |
At least $1,875.00 |
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March 4, 2027 |
At least 52.500% of the face amount |
At least $1,525.00 |
April 4, 2028 |
At least 90.417% of the face amount |
At least $1,904.17 |
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April 5, 2027 |
At least 55.417% of the face amount |
At least $1,554.17 |
May 4, 2028 |
At least 93.333% of the face amount |
At least $1,933.33 |
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May 4, 2027 |
At least 58.333% of the face amount |
At least $1,583.33 |
June 5, 2028 |
At least 96.250% of the face amount |
At least $1,962.50 |
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June 4, 2027 |
At least 61.250% of the face amount |
At least $1,612.50 |
July 5, 2028 |
At least 99.167% of the face amount |
At least $1,991.67 |
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July 6, 2027 |
At least 64.167% of the face amount |
At least $1,641.67 |
August 4, 2028 |
At least 102.083% of the face amount |
At least $2,020.83 |
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August 4, 2027 |
At least 67.083% of the face amount |
At least $1,670.83 |
August 29, 2028 (the “final calculation day”) |
At least 105.000% of the face amount |
At least $2,050.00 |
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September 7, 2027 |
At least 70.000% of the face amount |
At least $1,700.00 |
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† to be determined on the pricing date.
Selected Risk Considerations
The risks set forth below are discussed in detail in “Selected Risk Considerations” in the preliminary pricing supplement and “Risk Factors” in the product supplement, prospectus supplement and prospectus. Please review those risk disclosures carefully.
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Risks Relating To The Securities Generally ●If The Securities Are Not Automatically Called And The Ending Price Of The Lowest Performing Underlying Stock On The Final Calculation Day Is Less Than Its Threshold Price, You Will Lose More Than 40%, And Possibly All, Of The Face Amount Of Your Securities At Stated Maturity. ●No Periodic Interest Will Be Paid On The Securities. ●The Potential Return On The Securities Is Limited To The Call Premium And You May Be Fully Exposed To The Decline In The Lowest Performing Underlying Stock On The Final Calculation Day From Its Starting price, But Will Not Participate In Any Positive Performance Of Any Underlying Stock. ●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. ●Your Return On The Securities Will Depend Solely On The Performance Of The Underlying Stock That Is The Lowest Performing Underlying Stock On Each Call Date, And You Will Not Benefit In Any Way From The Performance Of A Better Performing Underlying Stock. ●You Will Be Subject To Risks Resulting From The Relationship Among The Underlying Stocks. ●Higher Call Premiums Are Associated With Greater Risk. ●You Will Be Subject To Reinvestment Risk. 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. 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. ●The Bank's Estimated Value Of The Securities Will Be Lower Than The Original Offering Price Of The Securities. ●The Bank's Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others' Estimates. ●The Bank's Estimated Value Is Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt. ●If The Price Of The Underlying Stocks Change, The Market Value Of Your Securities May Not Change In The Same Manner. ●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 Securities Lack Liquidity. |
Risks Relating To The Underlying Stocks ●The Securities Will Be Subject To Single Stock Risk. ●Investing In The Securities Is Not The Same As Investing In The Underlying Stocks. ●Historical Prices Of An Underlying Stock Should Not Be Taken As An Indication Of The Future Performance Of Such Underlying Stock 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 Respective Affiliates Cannot Control Actions By An Underlying Stock Issuer. ●We, The Agents And Our Respective Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information. ●You Have Limited Anti-dilution Protection. ●The Securities Are Subject To Sector Concentration Risk. ●The Securities Are Subject To Risks Associated With Non-U.S. Companies. 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. ●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. ●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. ●A Call Settlement Date And The Stated Maturity Date May Be Postponed If A Call Date Is Postponed. 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 the preliminary pricing supplement. |
The Bank has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Bank has filed with the SEC for more complete information about the Bank and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Bank, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Wells Fargo Securities, LLC at 866-346-7732.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.