Bank Nova Scotia SEC Filings

The Bank of Nova Scotia (BNS) is offering $6.0 million of Autocallable Contingent Coupon Buffer Notes with Memory Coupon linked to the SPDR® S&P 500® ETF Trust (SPY). The notes are senior, unsecured and unsubordinated, exposing investors to the Bank’s credit risk.

Key structural terms

• Tenor & Settlement: Issued 25-Jun-2025 (T+3), maturing 25-Jun-2026 unless automatically called.
• Automatic call: If SPY’s closing value on any monthly Observation Date is ≥ the Initial Value, investors receive $1,000 principal plus current and unpaid coupons; no further payments.
• Contingent coupon: $10.5417 per $1,000 (≈12.65% p.a.) paid only if SPY is ≥ 90% of the Initial Value on an Observation Date. “Memory” feature accrues missed coupons for future eligible dates.
• Downside protection: 10% buffer. If at final valuation SPY < 90% of Initial Value, redemption equals $1,000 – 1.1111% × percentage decline beyond 10%, risking up to 100% loss.
• Issue economics: Original Issue Price 100%; estimated value $994.63 (reflects internal funding rate); placement-agent fee 0.10%.
• Minimum investment: $10,000 (integral $1,000 thereafter). Notes will not be listed; secondary liquidity, if any, provided by affiliates.

Risks highlighted: No guaranteed interest or principal; credit exposure to BNS; market-linked performance; illiquidity; initial value below issue price; notes not CDIC/FDIC insured.

The Bank of Nova Scotia (BNS) is issuing $1.499 million in Buffered Return Enhanced Notes linked to the EURO STOXX 50 Index (SX5E). The unsecured senior notes settle on 25 Jun 2025, mature on 24 Jun 2027 (≈2 years) and require a $10,000 minimum purchase.

Return profile

• Upside: holders receive 152.27 % participation in any positive index performance (price return only).
• Downside: principal is protected only to the 10 % buffer. Once the EURO STOXX 50 falls below 90 % of its initial 5,233.58 level, losses accelerate at a 1.1111× downside leverage, exposing investors to up to a 100 % loss.
• No interim coupons or interest.

Pricing & fees

• Issue price: 100 % face; underwriting commission: 1.50 %.
• Initial estimated value: $975.07 per $1,000 (≈2.5 % below issue price), reflecting internal funding rate, hedging and distribution costs.
• SCUSA and JPMS act as placement agents; market-making is discretionary and the notes will not be exchange-listed.

Key risks

• Unsecured, unsubordinated claim on BNS; subject to issuer credit risk.
• Liquidity risk: secondary market is limited and may price well below theoretical value, especially after the projected three-month post-issuance “reimbursement” window.
• Product complexity and valuation opacity; price determined by dealer models, not market quotations.
• Not CDIC or FDIC insured; no voting or dividend rights in index constituents.

Investors seeking enhanced equity participation with limited, but not full, downside protection may consider the notes; however, fee drag, credit exposure and the possibility of amplified losses below the 10 % buffer are material considerations.

The Bank of Nova Scotia (BNS) is offering Autocallable Contingent Coupon Trigger Notes linked to the common stock of NVIDIA Corporation (NVDA), maturing on 6-Aug-2026. The unsecured senior notes carry a $1,000 minimum denomination and will be issued at 100% of face value, but the initial estimated value is expected to be $944.18–$974.18 (94.4%-97.4% of par) due to internal funding and distribution costs, including up to 2.15% in underwriting commissions.

Coupon mechanics: beginning August 2025, investors receive a monthly contingent coupon of $10.959 (1.0959%)—equivalent to about 13.15% p.a.—only if NVDA’s closing price on the relevant observation date is at or above the 60% coupon barrier of the initial price. If on any observation date from January 2026 onward NVDA closes at or above the initial price, the notes are automatically called and redeemed at par plus the coupon.

Principal repayment:

• If at final valuation (3-Aug-2026) NVDA is ≥ 60% of the initial price, investors receive par plus the final coupon.
• If NVDA is < 60% of the initial price, investors receive a share delivery amount of NVDA stock worth less than 60% of par, resulting in substantial loss of principal; no coupon is paid.

The notes will not be listed on any exchange, and secondary market liquidity is not assured. All payments are subject to the credit risk of BNS; the notes are not CDIC or FDIC insured.

The Bank of Nova Scotia (BNS) has filed a Rule 424(b)(2) preliminary pricing supplement for a new unsecured structured product: Capped Enhanced Participation Notes linked to the S&P 500 Index. The notes are senior, unsubordinated obligations issued under the Bank’s Senior Note Program, Series A (CUSIP 06418VYN8; ISIN US06418VYN80) and will not be listed on any exchange.

Key economic terms:

• Denomination: USD 1,000 minimum and integral multiples thereof; aggregate size initially unspecified, with the option to reopen.
• Term: Approximately 13-15 months from the trade date to the valuation date; maturity is the 2nd business day after valuation.
• Participation rate: 150 % of any positive price return of the S&P 500, subject to a cap that limits the maximum cash settlement to roughly USD 1,150.15-1,176.25 per USD 1,000 note (i.e., a maximum gain of about 15.02-17.63 %).
• Downside exposure: 1-for-1 loss on any negative index performance; investors may lose all principal.
• Coupon: None; no interim payments.
• Issue price: 100 % of face value; initial estimated value set between USD 949.80 and USD 979.80, reflecting issuer funding spreads and structuring costs.
• Underwriting commission: 1.02 %; net proceeds 98.98 % to BNS.
• Credit risk: Direct exposure to BNS; notes are not insured by the FDIC, CDIC or any other agency.

Settlement & trading: Primary settlement expected five business days after pricing (T+5), which may create mismatched settlement in secondary trades (T+1) unless parties agree otherwise. Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc. will act as dealers and may make markets, but are not obligated to do so. Secondary prices will reflect dealer models, bid/ask spreads and the progressive amortisation of an additional built-in premium that declines to zero over roughly three months.

Risk highlights: Investors face full downside risk, performance is capped, payments rely solely on BNS’s credit, and the initial value is below the purchase price. Liquidity may be limited and valuations opaque. These factors, together with the absence of dividend exposure, make the notes appropriate only for investors with a specific bullish, capped-upside view on the S&P 500 who can tolerate principal loss and issuer credit risk.

Issue overview. The Bank of Nova Scotia (BNS) is issuing $5.575 million of Trigger Autocallable Contingent Yield Notes linked to the common stock of Salesforce, Inc. (CRM). The senior, unsecured notes settle on 24 June 2025, mature on 24 June 2027 and will not be listed on any exchange.

Coupon mechanics. Investors are eligible for a 13.03% per-annum contingent coupon paid monthly if, on the relevant observation date, CRM’s closing price is at or above the Coupon Barrier of $181.65 (70% of the $259.50 initial level). If this condition is not met, the coupon for that period is forgone.

Automatic call. Beginning three months after settlement, BNS will automatically redeem the notes on any monthly observation date when CRM closes at or above the initial level. Early redemption pays par plus the applicable contingent coupon and terminates the note.

Principal at risk. If the notes are not called and CRM’s final level on 21 June 2027 is at or above the Downside Threshold of $181.65, investors receive 100% of principal. If the final level is below the threshold, repayment is reduced one-for-one with the underlying decline, up to a total loss of principal. Repayment of any amount is subject to BNS’s creditworthiness.

Pricing details. Issue price is $10 per note; the initial estimated value is $9.75. Underwriting discount totals $83,625 (≈1.5%). CUSIP: 06419A695; ISIN: US06419A6955.

Key risks disclosed. Investors face market risk equivalent to owning CRM below the 70% buffer, credit risk to BNS, liquidity risk (unlisted security) and the possibility of receiving few or no coupons.

On June 18, 2025, The Bank of Nova Scotia (BNS) filed a Rule 424(b)(2) pricing supplement covering a $3 million issuance of Callable Fixed-Rate Notes due June 23, 2033. The senior, unsubordinated notes pay a fixed coupon of 5.05% per annum, with semi-annual interest payments each June 23 and December 23, commencing December 23, 2025. The Bank retains an issuer call option on every interest payment date beginning June 2027, redeeming at par plus accrued interest if exercised. Notes are offered at 100% of principal; after a 1.05% underwriting discount, net proceeds equal $2.968 million. The securities are bail-inable under Canada’s CDIC Act, exposing holders to potential conversion into BNS common shares or write-off in a resolution scenario. They are not insured by CDIC or FDIC, will not be exchange-listed, and clear through DTC in $1,000 denominations. Proceeds will be used for general corporate purposes, and Scotia Capital (USA) Inc. acts as both underwriter and calculation agent.

Offering overview: The Bank of Nova Scotia (BNS) is issuing $5,000,000 of senior unsecured Trigger Autocallable Contingent Yield Notes linked to the common stock of First Solar, Inc. (FSLR). The notes price at $10 each, settle on 24 Jun 2025 and mature on 24 Jun 2027 unless automatically called earlier.

Income mechanics: Holders are eligible for a 23.75% p.a. contingent coupon, evaluated semi-annually. A coupon is paid only when FSLR’s closing level on the relevant observation date is at least the coupon barrier = $86.34 (60% of the initial $143.90). Miss the barrier and that period’s coupon is forfeited.

Autocall feature: If on any observation date prior to final valuation FSLR closes at or above the initial level = $143.90, BNS will automatically call the notes, returning principal plus the contingent coupon on the associated payment date. Once called, no further payments occur.

Principal risk profile at maturity: • If not previously called and the final level is ≥ downside threshold ($86.34), investors receive full principal. • If the final level is < downside threshold, repayment is reduced one-for-one with FSLR’s decline; in an extreme sell-off investors could lose 100% of principal. Contingent principal protection therefore applies only when the underlying ends above the 60% threshold.

Pricing & value considerations: The initial estimated value is $9.80 per note, below the $10 issue price, reflecting dealer compensation and hedging costs. Issue proceeds net of underwriting discount equal $9.90 per note. Notes will not be listed on any exchange, limiting liquidity. All payments depend on BNS’s creditworthiness; the notes are not CDIC or FDIC insured.

Key dates: Strike 17 Jun 2025; trade 18 Jun 2025; semi-annual observations; final valuation 21 Jun 2027.

Risk highlights: Investors face equity market risk aligned with FSLR, potential loss of coupons, full downside exposure below the 60% threshold, credit risk of BNS, and secondary-market liquidity constraints.

Bank of Nova Scotia (BNS) has filed a Free Writing Prospectus for Series A senior market-linked securities that are auto-callable, principal-at-risk notes linked to the worst performer among Dell Technologies (DELL), Intel (INTC) and Eli Lilly (LLY). Each note is issued in $1,000 denominations, is expected to price on June 26 2025 and settle on July 1 2025, with a stated maturity of June 29 2028, unless automatically called earlier.

Automatic call feature: if on the one-year call date (July 1 2026) the lowest-performing stock closes at or above its starting price, investors receive face value plus a ≥ 50 % call premium (≥ $500), forfeiting any further upside.

Maturity payoff (if not called):

• Bullish scenario: worst-performer ends above its start; payment equals $1,000 plus 350 % of that stock’s price return.
• Sideways scenario: worst-performer ends between 50 % and 100 % of start; principal is returned.
• Bearish scenario: worst-performer ends below 50 % of start; investor loses 1-for-1 with the stock, exposing more than 50 %—up to full—principal loss.

The preliminary internal value is $900-$931.30 (90-93.13 % of face), reflecting dealer spreads and hedging costs. Notes pay no periodic interest, are unsecured obligations of BNS, and lack FDIC insurance or active secondary liquidity. Scotia Capital Inc. acts as calculation agent; Scotia Capital (USA) and Wells Fargo Securities distribute the product, receiving up to 2.575 % in selling concessions.

Key risks highlighted include full downside below the 50 % threshold, dependence on the single worst-performing stock, BNS credit risk, liquidity constraints, potential conflicts of interest, and uncertain tax treatment.