Bank Nova Scotia SEC Filings

Sprinklr, Inc. (NYSE: CXM) – Form 144 filing discloses that insider Ragy Thomas intends to sell up to 3,000,000 Class A shares through Citigroup Global Markets on or about 2 July 2025. At the reference price used in the form, the shares are valued at $25.1 million, representing roughly 1.2 % of Sprinklr’s 256.6 million shares outstanding.

The filing also lists recent sales by the same insider over the prior three months:

• 3,000,000 shares on 18 Jun 2025 for $23.82 million
• 3,000,000 shares on 27 Jun 2025 for $23.94 million
• 1,506 shares on 29 Apr 2025 for $11.6 thousand

The shares to be sold were originally acquired as Class B stock in June 2021 and later converted to Class A. The filer certifies that no undisclosed material adverse information exists.

While a Form 144 is only a notice of intent, sizable insider selling can create an overhang and may be interpreted by investors as a negative signal for near-term share performance.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering Worst-of Energy Select Sector SPDR Fund (XLE) and SPDR S&P Oil & Gas Exploration & Production ETF (XOP) Contingent Income Auto-Callable Securities maturing on January 14 2027.

• Contingent coupon: 9.60% p.a., paid monthly only if the closing level of each underlier on the relevant observation date is ≥ 70% of its initial level.
• Auto-call feature: Beginning six months after pricing, the notes are automatically redeemed at par on any monthly determination date when each underlier closes ≥ 100% of its initial level; no further coupons accrue thereafter.
• Downside exposure: At maturity, if not previously called and the worst-performing underlier is ≥ 70% of its initial level, investors receive par. Otherwise, repayment is reduced 1-for-1 with the worst underlier’s decline, exposing investors to up to 100% loss of principal.
• Key dates: Pricing – July 11 2025; Final observation – January 11 2027; Maturity – January 14 2027.
• Estimated value: $960.20 per $1,000 note (within ±$35), reflecting structuring and hedging costs.
• Notes are senior, unsecured obligations of MSFL, unlisted, and subject to Morgan Stanley credit risk.

The product suits investors seeking high contingent income tied to energy sector ETFs, willing to bear equity, concentration, liquidity and issuer credit risks, and accepting potential loss of principal below the 70% threshold.

Bank of Montreal (BMO) is offering US$3.505 million of Senior Medium-Term Notes, Series K – Autocallable Barrier Notes with Memory Coupons – maturing 3 July 2028 and linked to the worst performer of Applied Materials, Inc. (AMAT) and Micron Technology, Inc. (MU).

Investment mechanics

• Principal denomination: $1,000 per note; CUSIP 06369N3S8.
• Quarterly observation dates start 30 Sep 2025; if the closing level of each reference asset ≥ 100 % of its Initial Level (the “Call Level”), the notes are automatically redeemed at par plus the contingent coupon.
• Contingent Coupon: 4.50 % per quarter (~18 % p.a.). Payable when each asset ≥ its Coupon Barrier (60 % of Initial). Missed coupons are tracked and may be paid later under the Memory Coupon feature.
• Coupon Barrier / Trigger: AMAT $109.84; MU $73.95 (both 60 % of initial).
• Protection profile: No principal protection. If not called and any asset closes < 60 % of initial on the 28 Jun 2028 valuation date, investors receive either shares of the worst performer (Physical Delivery Amount) or an equivalent cash amount. Loss of principal is 1 % for every 1 % decline below the Initial Level, down to total loss at zero.
• Estimated initial value: $980.05 per $1,000 (reflects structuring and hedging costs).
• The notes are unsecured, unsubordinated obligations of BMO, subject to its credit risk, and will not be listed on any exchange. Citigroup Global Markets acts as selling agent and receives a 2 % fee.

Risk highlights

• Potential loss of up to 100 % of principal if a Trigger Event occurs.
• Investors may receive no coupons if either asset stays below its barrier throughout the term.
• Returns capped at coupon income; no participation in upside of AMAT or MU beyond coupons.
• Secondary market is limited; price likely below issue price due to dealer spreads and hedging unwind costs.
• Tax treatment uncertain; BMO and counsel assume pre-paid contingent income-bearing derivative contract classification.

Key dates

• Pricing: 30 Jun 2025  |  Settlement: 3 Jul 2025
• Valuation: 28 Jun 2028  |  Maturity: 3 Jul 2028

Investor profile: Suitable only for investors comfortable with single-equity downside risk, limited liquidity, and dependence on BMO’s credit. The high contingent coupon compensates for accepting 40 % downside buffer and the possibility of early redemption.

Bank of Montreal (BMO) is offering Senior Medium-Term Notes, Series K—Autocallable Barrier Notes with Contingent Coupons—linked to the common stock of Occidental Petroleum Corporation (OXY). The three-year notes are designed to pay a contingent coupon of 3.75 % per quarter (≈15 % p.a.) on each quarterly Observation Date when OXY’s closing price is at least 80 % of its Initial Level (the Coupon Barrier). Beginning 30 September 2025, the notes will be automatically redeemed if OXY closes above 100 % of its Initial Level on any Observation Date; investors would then receive par plus the due coupon and no further payments.

If the notes are not called, principal repayment depends on the Final Level on 30 June 2028.

• No Trigger Event: If the Final Level is ≥ 80 % of the Initial Level, investors receive par plus the final coupon.
• Trigger Event: If the Final Level is < 80 %, principal is reduced 1 % for every 1 % decline in OXY from the Initial Level—potentially down to zero.

The issue price is 100 % of par in $1,000 denominations. BMO’s initial estimated value is $968.80, implying ~3.1 % in embedded fees/hedging costs; the final estimate will not be below $920.00. The notes will not be listed on any exchange and are subject to BMO’s credit risk. BMO Capital Markets Corp. acts as calculation and selling agent and may receive up to a 2 % commission.

Key risks highlighted include: potential loss of principal, the possibility of receiving no coupons, limited upside (coupons only), liquidity constraints, conflicts of interest, tax uncertainty, and reliance on BMO’s creditworthiness. The product is suitable only for investors who can bear equity-like downside, accept early redemption, and seek high contingent income tied to OXY’s price behaviour.

Bank of Montreal (BMO) is offering Senior Medium-Term Notes, Series K—Autocallable Barrier Notes with Contingent Coupons—linked to the common stock of Occidental Petroleum Corporation (OXY). The three-year notes are designed to pay a contingent coupon of 3.75 % per quarter (≈15 % p.a.) on each quarterly Observation Date when OXY’s closing price is at least 80 % of its Initial Level (the Coupon Barrier). Beginning 30 September 2025, the notes will be automatically redeemed if OXY closes above 100 % of its Initial Level on any Observation Date; investors would then receive par plus the due coupon and no further payments.

If the notes are not called, principal repayment depends on the Final Level on 30 June 2028.

• No Trigger Event: If the Final Level is ≥ 80 % of the Initial Level, investors receive par plus the final coupon.
• Trigger Event: If the Final Level is < 80 %, principal is reduced 1 % for every 1 % decline in OXY from the Initial Level—potentially down to zero.

The issue price is 100 % of par in $1,000 denominations. BMO’s initial estimated value is $968.80, implying ~3.1 % in embedded fees/hedging costs; the final estimate will not be below $920.00. The notes will not be listed on any exchange and are subject to BMO’s credit risk. BMO Capital Markets Corp. acts as calculation and selling agent and may receive up to a 2 % commission.

Key risks highlighted include: potential loss of principal, the possibility of receiving no coupons, limited upside (coupons only), liquidity constraints, conflicts of interest, tax uncertainty, and reliance on BMO’s creditworthiness. The product is suitable only for investors who can bear equity-like downside, accept early redemption, and seek high contingent income tied to OXY’s price behaviour.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity-Linked Securities (Series N) linked to the worst performer among NVIDIA (NVDA), Tesla (TSLA) and UnitedHealth Group (UNH). The $1,000-denominated, senior unsecured notes price on 30 June 2025, settle on 3 July 2025 and will mature on 6 July 2028, unless called earlier.

Yield mechanics: Investors are eligible for a contingent coupon of 1.8125% per month (≈21.75% p.a.) for each valuation date on which the worst-performing stock closes at or above its 60 % coupon-barrier. Missed coupons “accrue” and may be paid if the barrier is met on a later date.

Autocall feature: Starting 30 December 2025, the notes are automatically redeemed at par plus coupon if the worst performer is at or above its 90 % autocall barrier on any of the 30 sequential “potential autocall” dates. Early redemption truncates further coupon accrual.

Downside participation: If not called, final repayment hinges on the 70 % final-barrier. When the worst performer closes: (i) ≥70 % of its initial value → return of principal plus final coupon; (ii) <70 % → physical delivery (or issuer-option cash settlement) of shares equal to a fixed equity ratio (6.32951 NVDA, 3.14802 TSLA or 3.20544 UNH) whose market value could be far below par, potentially zero.

Pricing & economics: Issue price is $1,000, of which $35 (3.5 %) is underwriting spread; net proceeds $965. Estimated fair value is $933.30, reflecting structuring/hedging costs and the issuer’s internal funding rate. Notes will not be exchange-listed; liquidity will rely solely on dealer willingness.

Risk highlights (PS-6 through PS-9): (1) principal at risk up to 100 %; (2) coupon conditional and may never be paid; (3) credit exposure to Citigroup Global Markets Holdings Inc. and Citigroup Inc.; (4) multiple underlyings increase probability of a single stock breaching barriers; (5) secondary market value expected to trade at a discount to issue price, especially after a temporary three-month “upward adjustment” amortises.

Key quantitative terms:

• Initial values: NVDA $157.99, TSLA $317.66, UNH $311.97
• Coupon barrier: 60 % of each initial value
• Autocall barrier: 90 %
• Final barrier: 70 %
• Underwriting size: $265,000 aggregate principal
• CUSIP/ISIN: 17333H6M1 / US17333H6M18

Target investors are those seeking high contingent income and willing to accept equity risk, barrier risk, early-call risk and unsecured Citigroup credit exposure.

The Bank of Nova Scotia (BNS) is offering unsecured senior Digital Notes linked to the S&P 500® Index. The notes have a term of approximately 22-25 months and will not pay periodic interest. Instead, investors receive a single cash payment at maturity that depends on the index’s price return between the trade date and the valuation date.

• Contingent upside: If the S&P 500 final level is at least 87.50% of the initial level, holders receive the Maximum Payment Amount, expected to be between $1,137.40 and $1,161.60 per $1,000 note (a gain of roughly 13.74%-16.16%).
• Downside exposure: Should the index fall by more than 12.50%, repayment declines at an accelerated Buffer Rate of ~114.29%; a 30% drop in the index yields a ~20.0% loss, while a 100% drop erases the entire principal.
• Credit & liquidity: Payments rely solely on BNS’s creditworthiness. The notes are not listed; Scotia Capital (USA) Inc. may act as market-maker but is under no obligation to maintain a market.
• Pricing economics: Original issue price is 100%, yet the bank’s initial estimated value is 95.66-98.66% ($956.60-$986.60) per $1,000, reflecting dealer margins, hedging costs and a lower internal funding rate.
• Key terms: Threshold Level = 87.50% of initial; Cap Level ≈ 113.74-116.16% of initial; CUSIP 06419DAD5; minimum investment $1,000; form book-entry; calculation agent Scotia Capital Inc.

Risk highlights: (1) potential 100% loss of principal; (2) upside limited to the Maximum Payment Amount; (3) no dividends from S&P 500 stocks; (4) secondary market likely thin and at a discount; (5) product complexity including tax and valuation considerations; (6) conflicts of interest as BNS affiliates structure, hedge and market-make the notes.

Barclays Bank PLC is offering $134,000 principal amount of unsecured Phoenix AutoCallable Notes due 29 Jun 2028. The notes are part of the bank’s Global Medium-Term Note Program and are linked to the worst performer among three equity references: the Russell 2000 Index (RTY), the Nasdaq-100 Index (NDX) and the SPDR S&P Regional Banking ETF (KRE).

• Issue mechanics: Investors pay $1,000 per note on 30 Jun 2025. Beginning six months after issuance, the notes are automatically callable on 30 monthly valuation dates if the closing value of each reference asset is at least 100 % of its initial level. Upon call, holders receive $1,000 plus the current contingent coupon and the investment terminates.
• Income feature: A contingent coupon of 0.7083 % ($7.083) is scheduled monthly (8.50 % p.a.). It is paid only when the closing value of every reference asset on the corresponding observation date is ≥ 70 % of its initial level (the “coupon barrier”). Missed coupons are not recaptured.
• Downside protection: If the notes are not called, principal is protected only if the final value of the worst-performing asset is ≥ 60 % of its initial level (the “barrier”). Otherwise principal repayment is reduced one-for-one with the negative return of the worst performer, exposing investors to up to 100 % loss.
• Key initial data: RTY 2,136.185; NDX 22,237.74; KRE $58.14. Coupon barrier = 70 % of each initial value; barrier = 60 %. CUSIP 06746BYL9.
• Pricing economics: Price to public 100 %; selling concession 2.80 %. Barclays’ estimated fair value is $956 (95.6 % of face), reflecting fees, hedging costs and dealer margin.
• Credit / regulatory: Payment depends on Barclays Bank PLC’s ability to pay and is subject to U.K. Bail-in Power. Notes are not FDIC-insured, nor covered by the U.K. Financial Services Compensation Scheme. They will not be listed on an exchange and may lack liquidity.

Investment profile: The structure suits investors who:

• Are moderately bullish/neutral on all three reference assets, expecting none to fall below 70 % of initial over the holding period,
• Seek enhanced conditional income versus traditional fixed-rate debt,
• Can tolerate potential illiquidity, issuer credit risk, and full downside exposure below the 60 % barrier.

Major risks include loss of coupons when any single asset weakens, uncapped downside, valuation discounts (fair value < issue price), early redemption reinvestment risk, and possible statutory bail-in.

The Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities linked to the common stock of The Home Depot, Inc. (HD). The $1,000-denominated notes mature on 14 Jul 2028 (three-year tenor) and are issued under BNS’s Senior Note Program, Series A. Investors will receive a contingent coupon of 2.50% per quarter (10.00% p.a.) for any determination date on which the HD closing price is at or above the 80% downside threshold. If on any quarterly determination date (other than the final one) the HD price is at or above the 100% call threshold, the notes will be automatically redeemed at par plus the current coupon, terminating future payments.

At maturity, if the notes have not been called: (i) when the final HD price is ≥ 80% of the initial price, holders receive par plus the final coupon; (ii) when the final price is < 80%, repayment is par × (final/initial price), exposing investors to a principal loss of at least 20% and potentially total loss.

Key structural features include:

• Principal at risk; no participation in equity upside beyond contingent coupons.
• BNS credit risk; senior unsecured obligations, not FDIC-insured.
• Limited liquidity; the securities will not be listed and secondary market, if any, will be provided only on a best-efforts basis by Scotia Capital (USA) Inc.
• BNS estimates initial value at $938.90 – $968.90 (93.9%–96.9% of par), indicating underwriting/structuring costs.

The product suits investors seeking enhanced current income in return for accepting single-stock downside risk and limited upside. It is inappropriate for investors requiring capital preservation or broad diversification.