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Filed Pursuant to Rule 433 Dated December 31, 2025 Registration No. 333-282565 |
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The Bank of Nova Scotia Senior Note Program, Series A ETF-Linked Securities |
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Market Linked Securities –Upside Participation to a Cap and Principal Return at Maturity
Principal at Risk Securities Linked to the SPDR® Gold Trust due February 1, 2030
Term Sheet to the Preliminary Pricing Supplement dated December 31, 2025
Summary of Terms
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Issuer |
The Bank of Nova Scotia (the “Bank”) |
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Market Measure |
SPDR® Gold Trust (the “Fund”) (Bloomberg Ticker: GLD) |
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Pricing Date* |
January 29, 2026 |
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Issue Date* |
February 3, 2026 |
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Face Amount (Original Offering Price) |
$1,000 per security |
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Maturity Payment Amount (per Security) |
●If the ending price is greater than the starting price, $1,000 plus the lesser of: (i) $1,000 × fund return × upside participation rate; and (ii) the maximum return; or ●If the ending price is less than or equal to the starting price: $1,000 All payments on the securities are subject to the credit risk of the Bank. |
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Calculation Day* |
January 29, 2030, subject to postponement |
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Stated Maturity Date* |
February 1, 2030, subject to postponement |
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Starting Price |
The fund closing price of the Fund on the pricing date |
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Ending Price |
The fund closing price of the Fund on the calculation day |
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Maximum Return: |
At least 31.50% of the face amount per security (at least $315.00 per security) (the actual maximum return will be determined on the pricing date). As a result of the maximum return, the maximum maturity payment amount will be at least $1,315.00 per security. |
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Upside Participation Rate: |
100% |
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Fund Return |
The quotient of (i) ending price minus the starting price divided by (ii) the starting price (expressed as a percentage) |
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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 3.825%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 2.75%, and WFA may receive a distribution expense fee of 0.075%. |
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CUSIP / ISIN |
06419HLH5 / US06419HLH56 |
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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 $2.00 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
If the ending price is less than or equal to the starting price, you will receive no positive return on the securities at maturity.
Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may be greater than or equal to the face amount of the securities, depending on the performance of the Fund from the starting price to the ending price. All payments on the securities are subject to the credit risk of the Bank.
If the securities priced today, the estimated value of the securities would be between $914.69 (91.469%) and $944.69 (94.469%) per $1,000 face amount. See “The Bank’s Estimated Value of the Securities” in the preliminary pricing supplement.
Preliminary pricing supplement:
http://www.sec.gov/Archives/edgar/data/9631/000183988225073857/bns_424b2-42902.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, underlier supplement, product supplement, prospectus supplement, and prospectus. NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY |
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 ●You May Receive No Positive Return On Your Securities At Maturity. ●No Periodic Interest Will Be Paid On The Securities. ●Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Fund. 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 Prices Of The Fund Or The Assets Held By The Fund 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 Fund ●Investing In The Securities Is Not The Same As Investing In The Fund. ●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. ●Changes That Affect A Fund Or Its Fund Underlying Index May Adversely Affect The Value Of The Securities And Any Payments On The Securities. ●We, The Agents And Our Respective Affiliates Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In A Fund Or Its Fund Underlying Index. ● We, The Agents And Our Respective Affiliates Have No Affiliation With Any Fund Sponsor Or Fund Underlying Index Sponsor And Have Not Independently Verified Their Public Disclosure Of Information. ●There Are Management And Liquidity Risks Associated With A Fund. ●Anti-dilution Adjustments Relating To The Shares Of A Fund Do Not Address Every Event That Could Affect Such Shares. ●The Fund Holds Only A Single Commodity And Its Performance May Be More Volatile Than That Of An ETF With More Diversified Holdings. ●There Are Risks In Securities Relating To Commodities Trading On The London Bullion Market Association. ●The Price Of The Fund Is Not Necessarily Representative Of The Gold Industry And May Not Track The Market Value Of Gold. ●The Price Of The Fund Will Be Influenced By The Price Of Gold Held By The Fund. |
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, 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. ●The Stated Maturity Date May Be Postponed If The Calculation Day 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.
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