SEC Form FWP filed by Bank Nova Scotia Halifax Pfd 3

Capped LIRNs^® Linked to a Basket of Fifteen Financial Sector Stocks

Issuer

The Bank of Nova Scotia (“BNS”)

Principal Amount

$10.00 per unit

Term

Approximately two years

Market Measure

An approximately equally-weighted basket comprised of fifteen financial sector stocks: the common stock of Apollo Global Management, Inc. (Bloomberg symbol: "APO"), the common stock of Ares Management Corporation (Bloomberg symbol: "ARES"), the common stock of Brookfield Asset Management Ltd. (Bloomberg symbol: "BAM"), the common stock of BlackRock, Inc. (Bloomberg symbol: "BLK"), the common stock of Blackstone Inc. (Bloomberg symbol: "BX"), the Class A common sto ck of Interactive Brokers Group, Inc. (Bloomberg symbol: "IBKR"), the common stock of KKR & Co. Inc. (Bloomberg symbol: "KKR"), the common stock of Blue Owl Capital Inc. (Bloomberg symbol: "OWL"), the common stock of TPG Inc. (Bloomberg symbol: "TPG"), the common units of AllianceBernstein L.P. (Bloomberg symbol: "AB"), the common stock of Affiliated Managers Group Inc (Bloomberg symbol: "AMG"), the common stock of The Goldman Sachs Group, Inc. (Bloomberg symbol: "GS"), the common stock of Morgan Stanley (Bloomberg symbol: "MS"), the common stock of JPMorgan Chase & Co. (Bloomberg symbol: "JPM") and the common stock of Patria Investments Limited (Bloomberg symbol: "PAX"), each of their issuers is an "Underlying Company".

Payout Profile at Maturity

●2-to-1 leveraged upside exposure to increases in the Market Measure, subject to a capped return of [28.50% to 32.50%]

●1-to-1 downside exposure to decreases in the Market Measure with up to 100.00% of your principal at risk

Threshold Value

100.00% of the Starting Value of the Market Measure, to be determined on the pricing date

Participation Rate

200.00%

Capped Value

[$12.85 to $13.25] per unit (to be determined on the pricing date), representing a return of [28.50% to 32.50%] over the principal amount

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/9631/000183988225049830/bns_fwp-27509.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 Basket Stocks.

●Changes in the price of one of the Basket Stocks may be offset by changes in the price of the other Basket Stocks.

●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 Basket Stocks and you will not be entitled to receive any shares of the Basket Stocks or the securities or dividends with respect to any Basket Stocks.

●No Underlying Company will have any obligations relating to the notes, and none of us, MLPF&S or BofAS will perform any due diligence procedures with respect to any Underlying Company in connection with this offering.

●Brookfield Asset Management Ltd. and TPG Inc. commenced trading recently and have limited actual historical information. Because Brookfield Asset Management Ltd. and TPG Inc. are of recent origin and limited actual historical performance data exists, you will have less information on which you may base your investment decision than would have been the case had the notes been linked to a basket of stocks with a more established record of performance.

●The Redemption Amount will not be adjusted for all corporate events that could affect the Basket Stocks.

●The Basket Stocks are concentrated in one sector.

●Adverse conditions in the financial sector may reduce your return on the notes.

●Economic conditions have adversely impacted the stock prices of many companies in the financial services sector, and may do so during the term of 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.

(1)     This percentage change corresponds to the Threshold Value.

(2)     The Redemption Amount per unit cannot exceed the hypothetical Capped Value.