Bank of Nova Scotia SEC Filings

The Bank of Nova Scotia is offering Autocallable Contingent Coupon Trigger Notes linked to the VanEck4 Semiconductor ETF (SMH). The notes are senior, unsecured obligations that mature on 4 Nov 2026, unless automatically called on any quarterly observation date between January 2026 and July 2026.

Coupon mechanics: Investors receive a quarterly contingent coupon of at least 2.1875 % (≥ 8.75 % per annum) only if SMHs closing price on the relevant observation date is ≥ 70 % of the initial price. If triggered, the coupon equals the fixed amount multiplied by the number of observation dates to date, minus prior coupons.

Autocall feature: The notes are automatically redeemed at par plus the contingent coupon if SMH closes at or above the initial price on any observation date from January 2026 onward.

Downside scenario: If the final price on 30 Oct 2026 is < 70 % of the initial price, investors incur a loss matching the reference assets decline on a 1-for-1 basis, up to full principal loss, and no coupon is paid.

Key terms:

• Principal: $1,000 per note, minimum investment $1,000.
• Issue price: 100 % of principal; initial estimated value: $900–$940.
• Underwriting commission: up to 2.25 %.
• Trade date: 30 Jul 2025; Issue date: 4 Aug 2025 (T+3 settlement).
• No listing; secondary liquidity depends on dealer market-making.

Risks highlighted include: credit risk of the Bank, potential total loss of principal, valuation below issue price at inception, use of the Banks internal funding rate, and limited liquidity. The notes reference SMH price return only; investors receive no ETF dividends or shareholder rights.

Instrument: Bank of Nova Scotia (BNS) is offering unsecured, unsubordinated Capped Trigger Participation Notes linked to the S&P 500® Equal Weight Index (Bloomberg: SPW). The notes are issued under the Senior Note Program, Series A, CUSIP 06418VE42, and will not pay periodic interest.

Key Dates & Settlement: Trade date is expected on 31 Jul 2025; original issue date on 5 Aug 2025 (T+3); valuation date on 31 Jul 2028; and maturity on 3 Aug 2028. The notes will not be listed on any exchange, and investors should expect limited secondary liquidity.

Investment Mechanics:

• Initial level: Lowest closing level of SPW during a 3-month post-trade observation period.
• Final level: Closing level on the valuation date.
• Upside: 100 % participation in the positive price return of SPW, capped at an expected minimum $1,292.50 per $1,000 note (≈ +29.25 %).
• Downside protection: Principal is protected only if the final level is ≥ 80 % of the initial level. Below that 20 % trigger, loss is 1 % for each 1 % decline, up to total loss of principal.

Credit & Pricing: Repayment depends on BNS’s creditworthiness. Original issue price is 100 %, but the initial estimated value is only $890-$930 per $1,000, reflecting selling commissions (up to 1.20 %) and internal funding adjustments. Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC act as dealers and may engage in market-making subject to typical bid/ask spreads and conflicts disclosed in the “Supplemental Plan of Distribution.”

Risks Highlighted: Investors face (i) full downside exposure below the 80 % trigger, (ii) a hard upside cap that limits participation if SPW outperforms, (iii) no dividend or total-return component, (iv) limited liquidity, and (v) potential conflicts in pricing and estimated value. The notes are not insured by CDIC or FDIC.

Cost Structure: For each $1,000 note: original issue price 100 %, underwriting commissions up to 1.20 %, net proceeds to BNS ≥ 98.80 %.

Investor Suitability: The product targets investors who are moderately bullish on the equal-weight S&P 500® over three years, want some downside cushion, accept an upside cap, and can tolerate credit and liquidity risk.

Bank of Nova Scotia (BNS) is offering unsecured, unsubordinated Digital Notes linked to the worst performer of the S&P 500 Index (SPX) and the Russell 2000 Index (RTY). The preliminary terms call for a two-year tenor, with trade date expected 31 July 2025 and maturity 5 August 2027.

• Payout structure: For each US$1,000 principal amount, investors receive (i) the Maximum Payment Amount—set on the trade date and anticipated to be at least US$1,116.50 (≈ 11.65% digital return)—if the final level of both indices is at or above the respective initial level on the 2 Aug 2027 valuation date; or (ii) exactly US$1,000 if either index finishes below its initial level.
• No interim coupons; all cash flow occurs at maturity. The notes will not list on any U.S. exchange.
• Credit profile: Repayment depends solely on the creditworthiness of The Bank of Nova Scotia; the notes are not insured by CDIC or FDIC.
• Pricing economics: Original issue price is 100%, but the initial estimated value is only US$900–US$940, reflecting the bank’s internal funding rate, a structuring fee, and hedging costs. Underwriting commissions are up to 0.50% of face.
• Denomination & settlement: Minimum investment US$1,000; settlement expected T+3. CUSIP 06418VWU4.
• Risk highlights (per filing): downside participation is zero (principal protected only if held to maturity), upside is capped; secondary market liquidity is uncertain; valuations will incorporate dealer spreads and could be materially below issue price.

Prospective investors should review the extensive risk factors on pages P-14, PS-6 and S-2 of the referenced documents before purchase.

Overview: The Bank of Nova Scotia (BNS) is issuing senior, unsecured Series A Buffered Index-Linked Notes (CUSIP 06418VD27) tied to the price return of the S&P 500 Index. Denominated in $1,000 increments, the notes are expected to price on 30 Jul 2025, settle 4 Aug 2025 (T+3), and mature 4 Nov 2026.

Key Economic Terms:

• No coupons; all value is delivered at maturity.
• Upside: 100 % participation in index gains, capped at the Maximum Upside Payment set on the trade date, expected to be at least $1,090 per $1,000 note (≥ +9%).
• Buffer: If the S&P 500 declines ≤ 10 %, investors receive a positive return equal to the absolute value of that move.
• Downside: Beyond a 10 % fall, investors lose 1 % of principal for every additional 1 % decline, exposing up to 90 % loss of capital.
• Performance is measured only on the valuation date (30 Oct 2026); interim index moves do not affect payout.

Pricing & Distribution: Issue price is 100 %, with underwriting commissions of up to 2 %, resulting in ≥ 98 % net proceeds to BNS. The initial estimated value is $900–$940, below face, reflecting the bank’s internal funding rate, structuring fee and hedging costs, implying an up-front economic cost to investors. Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC are joint dealers; the notes will not be listed, and any secondary trading will be on a best-efforts basis.

Risk Highlights:

• Credit risk: Payment depends on BNS’s ability to pay; the notes are not CDIC or FDIC insured.
• Market risk: Up to 90 % principal loss if the S&P 500 falls more than 10 %.
• Valuation risk: Secondary price expected to open 6–10 % below issue due to embedded fees; further discounts likely from bid/ask spreads.
• Liquidity risk: No exchange listing; dealer market-making is discretionary.
• Structural complexity: Capped upside and asymmetric downside may not align with traditional equity return expectations.

Investor Considerations: The notes may suit investors comfortable with BNS credit exposure who seek modest, capped equity upside with a 10 % buffer and who can tolerate limited liquidity, no income, and potential large capital loss. Those expecting strong equity rallies or requiring principal protection beyond 10 % downside should evaluate alternatives.

Bank of Nova Scotia announces Market Linked Securities tied to a Defense Basket due July 21, 2028. The securities offer upside participation to a cap with partial principal protection. Key features include:

• Face amount of $1,000 per security with 90% principal protection ($900 minimum payment)
• Linked to an equally-weighted basket of defense stocks: Lockheed Martin (33.34%), Northrop Grumman (33.33%), and RTX Corporation (33.33%)
• Maximum return capped at at least 40% ($1,400 per security)
• 100% upside participation rate up to the cap
• Estimated value between $925.48-$955.48 per $1,000 face amount

Notable risks include: potential 10% principal loss, no periodic interest payments, limited returns due to cap, credit risk of the Bank, and sector concentration in defense industry. The securities will be distributed through Scotia Capital USA and Wells Fargo Securities with selling concessions up to 2.00%.

Bank of Nova Scotia has announced Buffered Enhanced Participation Notes linked to the performance of iShares MSCI EAFE ETF and EURO STOXX 50 Index, due August 5, 2027. The notes offer:

• Principal amount of $1,000 per note
• Participation rate expected at minimum 168.00% on positive performance
• 10% downside buffer protection
• No interest payments during the term

Returns are based on the least performing of the two reference assets. If both assets perform above initial levels, investors receive enhanced upside participation. If any asset declines up to 10%, principal is protected. Beyond 10% decline, investors lose 1% for each 1% decline, with maximum loss of 90% of principal.

Initial estimated value between $900-$940 per $1,000 principal amount, below issue price. Notes involve credit risk of Bank of Nova Scotia and are not CDIC or FDIC insured. Trading begins July 31, 2025, with maturity on August 5, 2027.

Bank of Nova Scotia has filed a preliminary pricing supplement for Market Linked Securities due July 21, 2028, linked to a defense sector basket. The securities are tied to an equally-weighted basket of Lockheed Martin (33.34%), Northrop Grumman (33.33%), and RTX Corporation (33.33%).

Key features include:

• Original offering price of $1,000 per security with 90% principal protection
• Upside participation rate of 100% with maximum return capped at minimum 40%
• 1-to-1 downside exposure for first 10% decrease in basket value
• No periodic interest payments or dividends
• Estimated value between $925.48-$955.48 per security

Distribution will be through Scotia Capital (USA) Inc. and Wells Fargo Securities, with agent discount up to $28.25 (2.825%) per security. The securities are senior unsecured obligations of Bank of Nova Scotia and not insured by CDIC or FDIC.

Bank of Nova Scotia has issued $7.67 million in Autocallable Contingent Coupon Trigger Notes linked to AMD stock, due July 30, 2026. The notes offer monthly contingent coupons of $10.959 per $1,000 principal (approximately 13.15% per annum) if AMD's stock price remains at or above 60% of the initial price of $143.40.

Key features include:

• Automatic call feature starting December 2025 if AMD stock closes at or above initial price
• Principal at risk if final price falls below 60% of initial price
• Initial estimated value of $975.41 per $1,000 principal amount
• Monthly observation dates from July 2025 through July 2026

The notes involve significant risks including potential loss of principal, credit risk of Bank of Nova Scotia, and market risk related to AMD stock performance. The initial estimated value is less than the issue price, reflecting underwriting commissions of 2.15% and the bank's internal funding rate.

Bank of Nova Scotia has issued $26.46 million in Buffer Autocallable GEARS, due June 29, 2028, linked to an unequally weighted basket of global equity indices. The securities are tied to: EURO STOXX 50 (40%), Nikkei 225 (25%), FTSE 100 (17.50%), Swiss Market Index (10%), and S&P/ASX 200 (7.50%).

Key features include:

• Automatic call feature if basket level meets/exceeds autocall barrier (100% of initial level)
• 11% call return rate if automatically called
• 1.77x upside gearing for positive basket returns if not called
• 10% downside buffer protection
• Principal at risk if basket declines beyond 10% buffer

The initial estimated value is $9.629 per security, below the $10 issue price. Securities are being sold through Scotia Capital USA and UBS Financial Services. These notes involve significant risks including possible loss of principal and are not CDIC or FDIC insured.