Bank of Nova Scotia SEC Filings

Bank of Nova Scotia (BNS) is offering US$7.58 million of Contingent Income Auto-Callable Securities due 23 June 2028, linked to CrowdStrike Holdings (CRWD) common stock. The notes are senior unsecured obligations under BNS’s Senior Note Program, Series A, but principal repayment is NOT guaranteed and all payments depend on BNS’s creditworthiness.

Key commercial terms:

• Issue price: US$1,000 per note; minimum investment one note.
• Estimated value at pricing: US$964.50 (3.55% below issue price).
• Quarterly contingent coupon: US$28.225 (11.29% p.a.) paid only if CRWD closes ≥ 50% of initial price (US$238.15) on a determination date; missed coupons can be “made up” later via a memory feature.
• Automatic call: if CRWD closes ≥ 100% of initial price (US$476.30) on any determination date other than final, investors receive principal plus the applicable coupon(s) and the note terminates early.
• Downside risk: if final price < 50% of initial, repayment is principal × (final ÷ initial); loss of > 50% (up to total loss) is possible.
• Maturity: 23 June 2028 unless earlier called; 12 scheduled determination dates beginning 22 Sep 2025.
• Distribution costs: total selling concession and structuring fee equal to US$22.50 (2.25%) per note.
• No listing; secondary liquidity, if any, will be limited and at prices set by dealers.

These securities suit investors seeking potentially high income and willing to accept: (i) equity-level downside, (ii) the possibility of zero coupons, (iii) credit risk of BNS, and (iv) limited liquidity. The small issuance size makes the transaction immaterial to BNS’s overall capital structure.

Bank of Nova Scotia (BNS) is offering $15.269 million of Contingent Income Auto-Callable Securities linked to the American Depositary Receipts of Arm Holdings plc (ARM UW). The notes are senior unsecured obligations issued under BNS’s Senior Note Program, Series A, and mature on 23 June 2028 unless called earlier.

Key economic terms

• Issue price / principal: $1,000 per note; minimum investment one note.
• Contingent coupon: $40.00 per quarter (16.0% p.a.) paid only if the ARM closing price on a determination date is ≥ 50% of the initial share price ($72.52). A memory feature allows previously missed coupons to be paid if a later observation meets the condition.
• Auto-call: If ARM closes ≥ 100% of the initial share price ($145.04) on any observation date prior to maturity, the notes are redeemed at par plus the current and any unpaid coupons.
• Principal repayment: • If final price ≥ $72.52: par plus any due coupons. • If final price < $72.52: repayment equals par × (final/initial). Principal loss is one-for-one with ARM’s decline below the 50% threshold and can reach 100%.
• Observation / payment dates: Quarterly from Sept 2025 through maturity (12 in total).
• Estimated value: $959.50 (≈ 4.0% below issue price) reflecting dealer discount and hedging costs.
• Fees: $22.50 per note (2.25%) split between a $17.50 sales commission and a $5.00 structuring fee payable to Morgan Stanley Wealth Management.
• Settlement: Pricing 20 June 2025 (T+3); original issue 25 June 2025.
• Listing: None; liquidity only via over-the-counter trading.

Risk highlights

• Principal at risk: Investors may lose more than 50%—up to their entire investment—if ARM falls below the downside threshold at maturity.
• Coupon uncertainty: Coupons are contingent; investors could receive no income for the full term.
• Credit exposure: All payments rely on BNS; the notes are not CDIC or FDIC insured.
• Market, liquidity and valuation risk: The notes are unlisted, include embedded fees and their secondary value may be well below issue price.

These securities suit investors comfortable with single-stock risk, potential loss of principal and uncertain income in exchange for a high conditional coupon and possible early redemption.

Bank of Nova Scotia (NYSE:BNS) filed a Rule 424(b)(2) prospectus supplement for a $36.266 million securities offering titled “Contingent Income Auto-Callable Securities due June 23 2028” linked to the common stock of NVIDIA Corporation (NVDA).

The senior unsecured notes are part of BNS’ Senior Note Program, Series A and carry principal-at-risk. Key terms include:

• Contingent quarterly coupon: $27.625 per $1,000 note (11.05% p.a.) paid only when NVDA’s closing price on a determination date is ≥ 50% of the initial share price ($71.925). Missed coupons may be “caught up” later via the memory feature.
• Automatic redemption: If NVDA closes ≥ 100% of the initial share price ($143.85) on any quarterly determination date before maturity, investors receive the stated principal plus the applicable coupon and any unpaid coupons; no further payments follow.
• Maturity payment: At maturity on June 23 2028, holders get principal plus coupon if NVDA is ≥ 50% of initial price; otherwise they receive principal multiplied by the share-performance factor, potentially down to zero.
• Estimated value: $964.53 per $1,000, below the $1,000 issue price.
• Distribution costs: $17.50 sales commission and $5.00 structuring fee per $1,000, leaving net proceeds of $977.50 to BNS.
• Liquidity & listing: The notes will not be listed on any exchange; secondary trading may be limited.

All payments depend on BNS creditworthiness; the notes are not insured by CDIC or FDIC. The filing emphasizes risks such as loss of principal, coupon non-payment, valuation discounts, and lack of liquidity.

Bank of Nova Scotia (BNS) has filed a Rule 424(b)(2) pricing supplement for an unsecured, unsubordinated structured product titled “Autocallable Contingent Coupon Trigger Notes Linked to the Common Stock of NVIDIA Corporation (NVDA).” The notes are expected to price on 7 July 2025, settle on 10 July 2025 (T+3) and mature on 12 August 2026, unless called earlier.

Key mechanics

• Face amount: $1,000 per note, minimum investment $1,000.
• Contingent coupon: 1.0292% monthly (≈ 12.35% p.a.) paid only if NVDA’s closing price on the relevant observation date is ≥ 60% of the initial price (the “coupon barrier”).
• Automatic call: Beginning January 2026 through July 2026, the notes are redeemed at par plus the coupon if NVDA’s closing price on any monthly observation date is ≥ the initial price.
• Maturity payment: • Par + final coupon if NVDA final price ≥ 60% of initial price. • Physical delivery of NVDA shares (valued < 60% of par) if NVDA final price < 60% of initial price, resulting in substantial or total principal loss.
• Observation dates: 7th calendar day of each month from August 2025 to August 2026 (subject to standard adjustments).

Pricing information

• Original issue price: 100% of face.
• Initial estimated value: $900 – $930 per $1,000 note (reflects BNS internal funding rate, hedging and fees).
• Underwriting commission: Up to 2.15%; net proceeds ≥ 97.85%.

Risk highlights

• Investors are exposed to (i) NVDA downside below the 40% protection level and (ii) BNS credit risk.
• No principal protection; investors may receive NVDA shares worth substantially less than par.
• The notes will not be listed; secondary market, if any, will be limited and priced below issue value—especially during the first three months when an additional premium amortises to zero.
• Initial estimated value is materially below issue price, implying negative economics at trade inception.

Overall, the product offers high conditional coupons and monthly call opportunities in exchange for significant equity downside risk and limited liquidity. It is suitable only for investors who are moderately bullish to neutral on NVDA over the 13-month horizon and comfortable with unsecured credit exposure to BNS.

The Bank of Nova Scotia ("BNS") has filed a preliminary 424(b)(2) pricing supplement for a new structured note offering: Trigger Autocallable GEARS linked to the EURO STOXX 50® Index. The senior unsecured notes are expected to price on June 24 2025, settle on June 27 2025 and mature on June 27 2030, unless automatically called earlier.

Key economic terms:

• Autocall barrier: 100% of the initial index level; observation date July 1 2026.
• Call return rate: 18.00% of principal; investors receive $10 principal + $1.80 call premium if the barrier is met.
• Upside participation: 1.72× positive index return if not called and index ends above initial level.
• Downside threshold: 75% of the initial level; below this, principal loss is one-for-one with the index decline, down to total loss.
• No coupons; minimum investment $1,000 (100 notes at $10 each).
• Initial estimated value: $9.34–$9.64 versus $10 issue price, reflecting dealer discount and hedging costs.

Risk highlights: • Investors bear full credit risk of BNS and could lose their entire investment. • Market risk equals direct exposure to the EURO STOXX 50®; the notes are not CDIC or FDIC insured and will not be listed. • Liquidity may be limited; secondary trades may settle T+1 while initial settlement is T+3. • Principal protection is only contingent; repayment of $10 is assured only if the index never breaches the 75% threshold at final valuation and the notes are not called.

The supplement is preliminary; final terms, including the actual initial level and offering size, will be set on the trade date. Neither the SEC nor other regulators have approved the securities. Scotia Capital (USA) Inc. will act as underwriter and sell the notes to UBS Financial Services Inc., earning a $0.25 per-note underwriting discount.

Bank of Nova Scotia (BNS) is marketing a new structured note: Contingent Income Auto-Callable Securities linked to the common stock of Tesla, Inc. (TSLA). The notes are senior unsecured debt of BNS, issued under its Series A Senior Note Program and priced at US$1,000 per security with a minimum investment of one security.

Key economic terms include:

• Tenor: 3-year maturity on 30 Jun 2028, with quarterly observation and coupon dates.
• Coupon: 4.50% per quarter (18.00% p.a.) paid only when TSLA’s closing price on the relevant determination date is ≥ the 50% downside threshold; unpaid coupons accrue under a “memory” feature.
• Auto-call: If TSLA closes ≥ 100% of the initial share price on any quarterly determination date (other than final), the notes are redeemed early at par plus the due coupon(s).
• Downside protection: Only conditional. At maturity, if TSLA is ≥ 50% of the initial price, investors receive par plus any due coupons; otherwise repayment is par × (final/initial), exposing investors to 1-for-1 losses below the 50% barrier and as low as zero.
• Estimated value: US$936.42-966.42, reflecting an issuer spread of roughly 3-6% versus issue price, plus a US$22.50 selling concession.
• Liquidity: Not exchange-listed; any secondary market would be solely at Scotia Capital (USA) Inc.’s discretion.

Principal risks highlighted include possible total loss of principal, non-payment of coupons, exposure to TSLA’s high share-price volatility, credit risk of BNS, limited liquidity, and uncertain U.S./Canadian tax treatment.

The product suits income-seeking investors who are willing to forgo TSLA upside and accept significant downside risk and issuer credit risk. Investors should review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and base prospectus before investing.

Issuer: The Bank of Nova Scotia (BNS) — senior unsecured debt, Series A. Product: Trigger Jump Securities linked to the EURO STOXX 50® Index (SX5E).

• Maturity: October 5, 2026 (approximately 15 months).
• Coupon: None; investors forgo index dividends.
• Upside: If the final index value is at or above the initial level, holders receive the $1,000 principal plus a fixed upside payment of $170 (17%). This is the maximum possible return.
• Downside buffer: A 10% trigger (90% of initial level) protects principal against moderate index declines. Below this level, redemption falls 1% for every 1% drop, exposing investors to full loss of principal.
• Pricing details: Issue price $1,000; estimated value on pricing date $947.94–$977.94. Sales commission $13.60 and structuring fee $3.90 per note.
• Settlement: T+3 initial settlement; secondary trades require alternative arrangements due to longer settlement cycle.
• Liquidity / listing: Not listed on any exchange; resale depends on dealer willingness to make a market.
• Credit risk: Payments rely solely on BNS; the notes are not CDIC or FDIC insured.

Investor profile: Suitable for investors comfortable with credit exposure, illiquidity and capped returns who anticipate the EURO STOXX 50 will hold steady or rise modestly through late 2026.

Bank of Nova Scotia (BNS) is offering Contingent Income Auto-Callable Securities linked to Tesla, Inc. common stock (TSLA UW). The notes, issued under BNS’ Senior Note Program, Series A, will price on 27 June 2025, settle on 2 July 2025 and mature on 30 June 2028, unless automatically redeemed earlier.

Key payout mechanics:

• Contingent coupon: $45 per $1,000 note (18.0% p.a.) is paid on each quarterly determination date when TSLA closes at or above the 50% downside threshold of the initial share price. A memory feature allows missed coupons to be paid later if the threshold is subsequently met.
• Auto-call: If TSLA closes at or above 100% of the initial price on any determination date (other than the final one), the notes are redeemed at par plus the current and any unpaid coupons; no further payments are made.
• Maturity payment: • If TSLA ≥ 50% of the initial price, investors receive par plus any due coupons. • If TSLA < 50%, repayment equals par multiplied by the share performance factor (final ÷ initial price), exposing investors to a 1-for-1 downside with losses potentially up to 100%.

Offer details:

• Denomination: $1,000 (minimum investment one note).
• Estimated value: $936.42 – $966.42, below the $1,000 issue price, reflecting selling commissions ($17.50) and structuring fee ($5.00) paid to Morgan Stanley Wealth Management.
• Credit risk: Payments depend entirely on BNS’ ability to pay; the notes are senior unsecured obligations and are not CDIC or FDIC insured.
• Liquidity: Unlisted; any secondary trading will be OTC, potentially at substantial discounts.

Risk highlights:

• No principal protection; investors could lose their entire investment if TSLA falls more than 50% at final valuation.
• Coupon payments are contingent and may never be received if TSLA remains below the downside threshold on every determination date.
• The securities’ fair value at issuance is expected to be up to 6.4% below issue price.

These notes may appeal to investors willing to assume significant equity and issuer credit risk in exchange for potentially high but uncertain income. The offering has not been approved or disapproved by the SEC and involves complex features that should be reviewed alongside the accompanying prospectus documents.

The Bank of Nova Scotia (BNS) is offering Dual Directional Capped Buffered Notes linked to the price return of the S&P 500 Index, maturing July 1, 2027. The unsecured senior notes carry the full credit risk of BNS, pay no interim coupons, and will be issued on or about July 2, 2025 (T+3) with a minimum investment of $10,000.

Return profile: (i) If the index finishes at or above its June 27 Trade-Date level, investors receive the index’s positive performance, capped at a Maximum Upside Return of at least 14.46 %; (ii) if the index declines by up to 25 %, investors receive a positive return equal to the absolute decline (e.g., −10 % index equals +10 % note return, up to $1,250 cap); (iii) below the 25 % buffer, principal loss accelerates at a 1.3333 × rate, exposing holders to as much as a 100 % loss of principal.

Pricing & costs: Original Issue Price is 100 % of face; placement-agent fees equal 1.50 % (waived for fiduciary accounts). The initial estimated value is $949.22–$979.22 per $1,000, reflecting BNS’s internal funding rate, structuring and hedging costs—meaning investors pay a premium over fair value. The notes will not be listed, and secondary liquidity depends on Scotia Capital (USA) Inc., which is not obligated to make markets.

Key risks: capped upside, potential full principal loss beyond the 25 % buffer, credit risk of BNS, secondary-market and valuation risk, and lack of dividend participation. The notes suit investors comfortable exchanging dividend yield and unlimited upside for a limited buffer and a defined, albeit capped, payoff over a two-year horizon.