Bank Nova Scotia SEC Filings

The Bank of Nova Scotia (BNS) is offering Autocallable Strategic Accelerated Redemption Securities® linked to the Nasdaq-100 Index® (NDX). Each note has a $10 principal and may run up to approximately six years unless automatically redeemed. An automatic call occurs if the index’s closing level on any of the six scheduled annual Observation Dates is at or above the Call Level (100% of the Starting Value). In that event, investors receive a fixed Call Amount that increases yearly, beginning at $10.75-$10.85 in year one and reaching $14.50-$15.10 in year six (ranges to be finalized on the pricing date).

If the notes are not called, investors are fully exposed to downside: at maturity they incur a 1-for-1 loss on any decline in NDX below the Starting Value, risking full principal. The securities pay no periodic interest, are not exchange-listed, and their market value before maturity may be below both the public offering price and the issuer’s initial estimated value. All payments depend on the creditworthiness of BNS; a BNS default could result in total loss. Key risks highlighted include capped upside, lack of principal protection, secondary-market and liquidity risk, potential undervaluation at issuance, and exposure to non-U.S. equity performance. Full terms, tax considerations, and risk factors are provided in the SEC-filed preliminary offering documents (CIK 9631).

The Bank of Nova Scotia (BNS) is offering $9.157 million of Contingent Income Auto-Callable Securities due July 14 2028 linked to the common stock of The Home Depot, Inc. (HD). Each note has a $1,000 stated principal and pays a contingent quarterly coupon of $25.00 (10% p.a.) only if HD’s closing price on the relevant determination date is at least 80% of the initial share price ($370.07), the “downside threshold”.

Automatic call feature: if on any quarterly determination date before maturity HD closes at or above the call threshold (100% of the initial price = $370.07), the note is redeemed early for (i) principal plus (ii) the due coupon; no further payments are made after redemption.

Maturity scenarios:

• If the notes are not called and HD closes on the final determination date at or above the 80% downside threshold, investors receive principal plus the final coupon.
• If HD closes below the downside threshold on the final date, repayment equals principal multiplied by the share performance factor (final price ÷ initial price), exposing investors to a 1-for-1 loss below the 20% buffer with potential total loss of capital.

Key terms: aggregate offering $9.157 m; pricing date July 11 2025; issue date July 16 2025; maturity July 14 2028; CUSIP 06419DAH6; notes are senior unsecured obligations of BNS under its Series A program. Estimated value on the pricing date is $972.10 (97.21% of issue price), reflecting distribution costs of $22.50 per note (sales commission $17.50 + structuring fee $5.00).

Principal risks: (i) no principal protection; (ii) coupons are not guaranteed and may be zero for the entire term; (iii) credit risk of BNS; (iv) no secondary-market listing and limited liquidity; (v) adverse tax treatment uncertain; (vi) investors forgo HD dividends and upside participation.

The product targets investors seeking potential high coupon income who can tolerate equity-like downside, early-call reinvestment risk, and BNS credit exposure.

The Bank of Nova Scotia (BNS) is offering $2.766 million of Contingent Income Auto-Callable Securities due 16 July 2026 linked to the common stock of Amazon.com, Inc. (AMZN). The notes are senior unsecured obligations issued under BNS’ Senior Note Program, Series A, and carry principal-at-risk characteristics.

Key economic terms

• Issue price: $1,000 per note (minimum investment one note)
• Estimated value at pricing: $978.60 (reflects distribution & hedging costs)
• Contingent quarterly coupon: $28.70 per note (11.48% p.a.) payable only if AMZN’s closing price on the relevant determination date is ≥ $168.765 (75 % of initial share price); missed coupons may be recovered later via the memory coupon feature.
• Initial & call threshold price: $225.02 (100 %)
• Downside threshold price: $168.765 (75 %)
• Early redemption: automatic on any of the three quarterly determination dates before maturity if AMZN ≥ $225.02; investors receive principal plus current and unpaid coupons.
• Maturity payment scenarios:
  • AMZN ≥ $168.765 – principal plus any due coupons.
  • AMZN < $168.765 – physical delivery of AMZN shares equal to the exchange ratio ($1,000 ÷ $225.02 ≈ 4.4441), plus cash for fractional shares; value could fall to zero.
• Determination dates: 13 Oct 2025, 12 Jan 2026, 13 Apr 2026, 13 Jul 2026 (final).

Risk highlights

• Total loss risk: investors bear full downside of AMZN below the 75 % barrier, potentially forfeiting entire principal.
• Credit risk: all payments depend on BNS’ ability to perform.
• Limited liquidity: no listing; secondary trading solely at dealer discretion (Scotia Capital).
• Valuation gap: initial estimated value is 2.1 % below issue price, illustrating embedded fees.
• Call risk: early redemption shortens investment horizon and caps returns.
• Tax treatment: notes expected to be treated as prepaid derivatives; coupon income taxable as ordinary income; characterization not certain.

The security suits investors seeking above-market coupon potential, who are comfortable with single-stock exposure, credit risk of BNS, limited upside participation and the possibility of receiving depreciated AMZN shares at maturity.

Offering overview The Bank of Nova Scotia (BNS) is marketing US$12.343 million of Contingent Income Auto-Callable Securities due 14 July 2028 linked to the common stock of Robinhood Markets, Inc. (ticker HOOD UW). Each US$1,000 note is senior unsecured, issued under BNS’ Series A programme and settles T+3 on 16 July 2025.

Income mechanics A quarterly contingent coupon of US$51.25 (20.50 % p.a.) is paid only if HOOD’s closing price on the relevant determination date is at least the downside threshold of US$49.17 (50 % of the initial US$98.34). A “memory” feature allows missed coupons to accrue and be paid once the threshold is next satisfied.

Auto-call feature If on any observation date (other than the final one) HOOD closes at or above the call threshold of US$98.34 (100 % of the initial price) the note is automatically redeemed for par plus the applicable coupon (and any accrued coupons). Early redemption could occur as soon as 16 Oct 2025, shortening the investment horizon to roughly three months.

Principal repayment scenarios

• If the note is called: investors receive par + coupon; no further payments.
• If not called and HOOD ≥ US$49.17 at maturity: investors receive par + final (and any accrued) coupons.
• If HOOD < US$49.17 at maturity: repayment is par × (final/initial); loss is 1-for-1 with equity decline and could reach 100 %.

Key risks No principal protection; dependence on a single, high-beta equity; 1-for-1 downside below the 50 % barrier; credit risk of BNS; unlisted note with discretionary market-making; issue price of US$1,000 embeds US$22.50 in selling/structuring fees and exceeds the estimated fair value of US$964.23.

Investor profile Appropriate for investors seeking high conditional income, who are moderately bullish to range-bound on HOOD, can tolerate full loss of capital and accept BNS credit exposure. Unsuitable for investors needing principal protection, dividends, or reliable liquidity.

Key dates Pricing: 11 Jul 2025; first observation: 13 Oct 2025; coupons/auto-call dates quarterly thereafter; maturity: 14 Jul 2028.

Tax & regulatory Expected U.S. treatment: prepaid derivative; coupons taxed as ordinary income. Not CDIC- or FDIC-insured; not bail-inable.