Bank Nova Scotia SEC Filings

Toronto-Dominion Bank (TD) is issuing $1,000,000 of Autocallable Contingent Interest Barrier Notes with Memory Interest linked to the Nasdaq-100 Index (NDX). The notes are senior unsecured obligations, Series H, priced at $1,000 per note (minimum investment $10,000) and will settle on 7 Jul 2025, maturing on 16 Jul 2026 unless called earlier.

Cash-flow mechanics

• Contingent Interest: $20 per $1,000 note (2% of par) paid on each quarterly Review Date if NDX closes at or above the Barrier Level 16,430.9427 (72.45% of the Initial Level 22,679.01). Maximum cumulative coupon is 8% if all four payments occur.
• Memory Interest: Unpaid coupons are carried forward and paid when a future Review Date meets the barrier condition.
• Automatic Call: If on any Review Date other than the final one NDX ≥ Initial Level, TD redeems at par plus the due coupon(s); investors then cease to receive further payments.
• Principal at Maturity: • If NDX ≥ Barrier, return of par plus final coupon(s). • If NDX < Barrier, repayment = $1,000 + ($1,000 × Percentage Change), exposing investors to 1:1 downside with potential total loss.

Key dates – Strike 30 Jun 2025; Pricing 1 Jul 2025; Review Dates: 13 Oct 2025, 12 Jan 2026, 13 Apr 2026, 13 Jul 2026.

Pricing & costs

• Public offering price: $1,000; underwriting discount: $10 (1%).
• Estimated value: $986.20, below offer price, reflecting structuring and hedging costs.
• Notes will not be listed; secondary liquidity depends on dealer willingness, likely at a discount.

Risk highlights

• Full downside exposure below the barrier; no participation in NDX upside beyond coupons.
• Credit exposure to TD; instruments are not FDIC or CDIC insured.
• Tax treatment uncertain; non-U.S. holders face 30% withholding on coupons.

The issuance is immaterial to TD’s balance sheet but offers investors a short-dated, high-coupon structure with significant principal risk linked to U.S. tech-heavy equity performance.

Bank of Nova Scotia (BNS) is marketing a new 12-month structured note—“Airbag Autocallable Contingent Yield Notes with Memory Interest” —linked to Meta Platforms, Inc. (META) common stock. The $1,000-denominated senior unsecured notes offer a high contingent coupon of 16.80% p.a. (monthly $14) that is paid only when META’s closing price on each monthly observation date is at or above the Coupon Barrier of $575.38 (80% of the $719.22 Initial Level). Any missed coupons may be recovered later under the Memory Interest feature.

Early redemption (“Automatic Call”): if META closes at or above the Initial Level on any observation date before maturity, BNS will call the notes and pay (i) principal, (ii) the current coupon, and (iii) any unpaid coupons. After a call, no further payments are due.

Principal repayment risk: if the notes are not called and META ends below the Conversion Level ($575.38) on the final valuation date (2 Jul 2026), investors receive physical settlement of 1.7380 META shares per note (cash for fractions). The share package will be worth less than the $1,000 face value—potentially a total loss—exposing investors to 100% downside from the Conversion Level.

Credit & liquidity considerations: payments depend on BNS’s credit; the notes are senior unsecured, not CDIC- or FDIC-insured, and will not be listed on an exchange. BNS estimates initial fair value at $962.60–$992.60, below the $1,000 issue price due to selling and hedging costs. Secondary market trading, if any, will occur via affiliates and may involve significant bid/ask spreads.

Key dates: Strike 1 Jul 2025; Trade 2 Jul 2025; Settlement 8 Jul 2025; monthly observations Aug 2025–Jun 2026; Final Valuation 2 Jul 2026; Maturity 8 Jul 2026.

Principal risks highlighted: contingent coupons may never be paid; loss of principal below Conversion Level; exposure to META single-stock volatility; potential conflicts in BNS hedging; uncertain tax treatment; and limited liquidity.

In short, the notes exchange high headline yield for significant equity-, credit-, and liquidity-risk, appropriate only for investors comfortable with potential full loss and complex payoff mechanics.

The Bank of Nova Scotia (BNS) is offering US$740,000 of Autocallable Contingent Buffered Return Enhanced Notes linked to an equally weighted basket of seven U.S-listed equities. The unsecured senior notes settle on 7-Jul-2025, have a maximum tenor of roughly 24 months, and will not be listed on any exchange. Key commercial terms are as follows:

• Automatic call: If the Basket Closing Value on the 13-Jul-2026 Review Date is ≥100% of the Initial Basket Value (100), investors receive US$1,162.50 per US$1,000 note (principal plus a 16.25% Call Premium) and the trade terminates early.
• Upside at maturity (if not called): 125% participation in any positive basket return with no cap.
• Downside protection: 20% buffer; if final basket value falls below 80, principal loss is leveraged at 1.25× the decline beyond the buffer, exposing holders to up to a 100% loss.
• Underlying basket (equal 1/7 weights): CEG, META, MRVL, MSFT, NVDA, VRT, VST. Initial component prices were fixed on 30-Jun-2025.
• Credit & liquidity: Notes are unsubordinated but unsecured BNS obligations, not insured by CDIC/FDIC, and will trade only OTC at the discretion of Scotia Capital (USA) Inc. (SCUSA). No periodic coupons are paid.
• Pricing economics: Original issue price 100% of par; initial estimated value US$963.09 (≈96.3% of par) reflects selling costs, hedging and BNS’s internal funding rate. Underwriting/placement fee is 1.50% (forgone on fiduciary accounts).
• Risk disclosures: extensive market, credit, liquidity and tax risks highlighted; investors may lose full principal; secondary market likely to be thin.

Administrative details include CUSIP 06419DAA1, trade date 1-Jul-2025, maturity date 7-Jul-2027, and SCUSA/JPMS acting as agents. The product is intended for investors who understand structured notes, can bear full downside, and are comfortable with BNS credit exposure.

MDU Resources Group, Inc. (MDU) filed a Form 4 disclosing that director Marian M. Durkin acquired 175 shares of common stock on 06/30/2025. The shares were received at a stated price of $0.0000 because, under the company’s director compensation policy, Durkin elected stock in lieu of a cash retainer. Following the grant, Durkin’s direct beneficial ownership stands at 3,747 shares. No derivative securities were involved, and the filing does not reference any Rule 10b5-1 trading plan. The transaction was reported on 07/01/2025 and appears to be a routine, compensation-related award rather than an open-market purchase or sale.

Simulations Plus, Inc. (SLP) has filed a Form 144 indicating the intent to sell up to 60,000 common shares through Morgan Stanley Smith Barney on or after 01 July 2025. The shares were originally acquired on 01 July 1996 and are classified as “Founders Shares.” At the filing’s stated aggregate market value of $1,047,000, the implied price is roughly $17.45 per share. With 20,111,045 shares outstanding, the proposed sale represents approximately 0.3 % of total shares.

The filer has already disposed of 40,000 shares during the past three months under Rule 10b5-1 trading plans, generating $1.21 million in gross proceeds. No adverse information about the company is disclosed in the notice, as required by Rule 144 representations.

While the transaction size is modest relative to the company’s capitalization, continued insider selling—particularly of founder-level holdings—can be viewed cautiously by investors because it may signal portfolio diversification or changing insider sentiment. However, because the percentage of shares is small and the sale is pre-planned under Rule 10b5-1, the filing is unlikely to materially affect Simulations Plus’ near-term operations or financial position.

Warby Parker Inc. (NYSE: WRBY) has filed a Form 144 indicating an insider’s intent to sell common shares. The notice covers the proposed sale of 50,000 shares—acquired through previously exercised stock options on 11 November 2017—via Morgan Stanley Smith Barney LLC. At the most recent reference price, the transaction is valued at approximately $1.10 million. The filer plans to execute the trade on or about 1 July 2025. Warby Parker reports 104,502,616 shares outstanding, so the sale represents roughly 0.05 % of the float. No other sales by the same party have occurred in the prior three-month period, and the filer attests to possessing no undisclosed material adverse information. Because Form 144 filings merely provide advance notice and do not guarantee execution, the actual sale may vary in timing or size.

For investors, the event is typically viewed as routine liquidity management rather than an outsized insider exit, given the limited share count and negligible dilution effect. Nonetheless, insider intentions can act as a market signal that warrants monitoring alongside other corporate developments.

Viking Holdings Ltd (VIK) – Form 144 overview: The filing discloses that insider Jeffrey Dash has notified the SEC of his intent to sell up to 25,000 ordinary shares of Viking Holdings through broker Morgan Stanley Smith Barney LLC. The proposed sale, scheduled for 01 July 2025, carries an aggregate market value of $1.33 million, based on prevailing market prices. Viking currently has 314,950,576 shares outstanding; the new sale therefore represents roughly 0.008 % of total shares.

Recent 10b5-1 activity: The same account has conducted four 10b5-1 sales in the last three weeks, totaling 150,000 shares for gross proceeds of $7.33 million (06/12/2025–06/26/2025). Including the newly noticed shares, cumulative planned and completed sales over the period reach 175,000 shares, or about 0.055 % of shares outstanding.

Key contextual points for investors:

• The filing is solely a notice of intention; the sale may or may not occur, but the insider must file if the sale could exceed Rule 144 thresholds.
• Sales are being made under a pre-arranged Rule 10b5-1 plan, which can mitigate concerns of trading on undisclosed information.
• The dollar amounts are modest relative to Viking’s equity base, yet a pattern of insider liquidation—even in small increments—can influence sentiment, particularly for newly public or thinly traded stocks.

Everi Holdings Inc. (EVRI) has filed Post-Effective Amendment No. 1 to twelve prior Form S-8 registration statements that collectively covered more than 48 million shares issued under a variety of legacy equity incentive plans. The amendment formally deregisters all unsold shares that remained available under those plans.

The filing follows the July 1, 2025 closing of a multi-party transaction under which funds managed by affiliates of Apollo Global Management (through Voyager Parent, LLC) simultaneously acquired both Everi and International Game Technology PLC’s (IGT) Gaming & Digital business. Key transaction steps included:

• IGT’s transfer of substantially all Gaming & Digital assets and liabilities to a new subsidiary, Ignite Rotate LLC (“Spinco”).
• Buyer’s purchase of all Spinco units from IGT and, through an affiliate, all shares of IGT Canada Solutions ULC.
• Merger: Voyager Merger Sub, Inc. merged with and into Everi, leaving Everi as a wholly-owned subsidiary of Buyer.

Because Everi’s common stock is being delisted and deregistered under Section 12(b) of the Exchange Act, the company is terminating all related Securities Act offerings. The amendment therefore renders the referenced S-8 registration statements ineffective and removes any remaining unsold shares from registration. Signatures from the full board and senior officers, including President & CEO Randy L. Taylor and CFO Mark F. Labay, authorize the filing.

Investor takeaway: the amendment is an administrative step confirming that Everi’s equity will no longer trade publicly or be issued under employee stock plans following completion of the Apollo-led acquisition.