Bank of Nova Scotia SEC Filings

The Bank of Nova Scotia (BNS) is offering US $7.482 million of three-year Autocallable Contingent Coupon Notes linked to UnitedHealth Group Inc. (UNH) common stock. The notes are senior, unsecured and unsubordinated obligations of BNS and are subject to the bank’s credit risk; they are not CDIC- or FDIC-insured and will not be listed on any exchange.

Key economic terms

• Principal Amount: US $1,000 per note (minimum purchase US $1,000).
• Issue price: 100% of principal; initial estimated value: US $955.90 (4.4% below offering price).
• Reference Asset: UNH common stock (Initial Value $299.51).
• Coupons: Contingent, US $52.00 per note per quarter (20.80% p.a.) payable only if UNH’s closing price on the observation date ≥ 80% of Initial Value.
• Automatic call: Occurs on any quarterly observation date if UNH closes ≥ Initial Value; investor receives principal + due coupon, no further payments.
• Barrier/Contingent Coupon Barrier: 80% of Initial Value (US $239.61).
• Maturity payment (if not called): 100% principal if Final Value ≥ Barrier; otherwise principal is reduced 1-for-1 with UNH decline below Initial Value, down to total loss.
• Trade date: 10-Jul-2025; Issue date: 15-Jul-2025 (T+3); Maturity: 6-Jul-2028.
• Underwriting discount: 2.0% (US $20 per note); net proceeds to BNS 98%.

Main risk factors

• No guaranteed coupons; investors may receive zero income.
• 100% downside exposure below the 20% protection barrier.
• Secondary market is expected to be illiquid; SCUSA may discontinue market-making at any time.
• The internal funding rate and hedging costs make initial fair value lower than issue price.
• Tax treatment is uncertain; investors should consult advisers.

Because the issuance size (US $7.5 million) is small relative to BNS’s balance sheet, the transaction is not expected to be material to the bank’s financial condition, but it presents typical structured-product risks to note purchasers.

The Bank of Nova Scotia (BNS) is offering Series A senior, unsecured ETF-Linked Securities that blend equity exposure with contingent income. Each $1,000 note references three sector ETFs—the Communication Services, Energy and Financial Select Sector SPDR Funds. Investors may earn a contingent coupon of at least 9.70% p.a., paid quarterly, but only when the lowest-performing fund on the relevant calculation day closes at or above 70% of its starting price.

The notes can be automatically called on any quarterly observation from January 2026 through April 2028 if the lowest-performing fund is at or above its starting price; in that case, holders receive the $1,000 face value plus the final coupon. If not called, the notes mature on 27 July 2028. At maturity, full principal is returned only if the lowest-performing fund is at or above the 70% downside threshold; otherwise repayment equals $1,000 multiplied by that fund’s performance factor, exposing holders to losses greater than 30% and up to 100% of principal.

The preliminary estimated value is $912.33-$942.33 (91.233%-94.233% of face), reflecting dealer spreads of up to 2.575% and hedging costs. The securities lack FDIC insurance, carry the issuer’s credit risk, and may be illiquid. Comprehensive risk factors—credit, market correlation, reinvestment, tax uncertainty and potential conflicts—are highlighted in the accompanying prospectus documents.

Bank of Nova Scotia (BNS) is offering $4.646 million of senior unsecured Autocallable Contingent Coupon Notes due 6 July 2028, linked to the price performance of Coinbase Global, Inc. (COIN). The notes settle on 15 July 2025, carry a minimum denomination of $1,000 and will not be listed on any exchange.

Coupon mechanics: Each quarter, investors receive a fixed $45.20 per $1,000 note (18.08% p.a.) only if COIN’s closing price on the relevant Contingent Coupon Observation Date is at or above the Contingent Coupon Barrier of $194.48 (50% of the $388.96 initial price). Missed barriers mean no coupon for that quarter.

Automatic call: On any observation date before maturity, if COIN closes at or above its initial value, the notes are automatically redeemed for 100% principal + the current coupon, terminating further payments. The earliest call can occur roughly three months after issuance.

Principal protection: None. If the notes are not called and COIN’s final value on 30 June 2028 is below the Barrier Value ($194.48), investors incur a dollar-for-dollar loss beyond the 50% threshold, potentially losing their entire principal.

Credit & pricing details: The notes are direct, unsubordinated obligations of BNS and rank pari passu with its other senior debt. Initial estimated value is $959.60 per $1,000 (≈95.96% of issue price) reflecting a 2% underwriting discount. Scotia Capital (USA) Inc., an affiliate, is the calculation agent and market-maker, creating potential conflicts of interest. The product is neither CDIC nor FDIC insured.

• Trade Date: 10 July 2025 | Maturity: 6 July 2028
• Barrier & Coupon barrier: 50% of initial value
• Quarterly observation/payment schedule from 30 Sep 2025 to maturity
• CUSIP / ISIN: 06419DAE3 / US06419DAE31

Key risks: (1) exposure to COIN single-stock volatility; (2) contingent, non-guaranteed coupons; (3) potential loss of up to 100% principal; (4) limited liquidity and pricing transparency; (5) BNS credit risk; (6) conflicts arising from affiliate roles in structuring, hedging and making a market.

The Bank of Nova Scotia (BNS) is offering unlisted, senior unsecured Autocallable Contingent Coupon Notes maturing 14 July 2028 that are linked to the price performance of Amazon.com, Inc. (AMZN). Investors pay 100% of principal but the bank estimates fair value between 93.7%-96.7%, reflecting selling and hedging costs.

Income mechanics: A fixed contingent coupon of at least 9.90% p.a. (≥ $24.75 per $1,000) is paid only if AMZN’s closing price on each quarterly observation date is ≥ 70% of the initial price (the “Contingent Coupon Barrier”). Missed coupons are not made up.

Autocall feature: If AMZN closes at or above its initial price on any observation date, the notes are automatically called at par plus the contingent coupon, terminating further payments. First call can occur three months after issuance, exposing holders to reinvestment risk.

Downside protection: If not called, principal is protected only so long as AMZN’s final price on 11 July 2028 is ≥ 70% of the initial price (the “Barrier”). Below that level, repayment equals $1,000 × (Final / Initial), creating 1-for-1 downside exposure that may lead to a total loss of principal.

Key dates: Trade 11 Jul 2025, settle 16 Jul 2025 (T+3). Quarterly observation/payment dates run from Oct-2025 through Apr-2028. Final valuation on 11 Jul 2028 with maturity payment on 14 Jul 2028.

Other considerations: Notes are subject to the credit risk of BNS, will not be listed, and market-making (if any) will be by affiliate Scotia Capital (USA) Inc., creating potential conflicts of interest. Liquidity could be limited and secondary prices may be well below issue price, especially after a four-month window in which the dealer may temporarily support prices.

Minimum investment: $1,000 (CUSIP 06419DBE2). Investors forgo AMZN dividends and any upside above coupons.

Bank of Nova Scotia (BNS) is offering senior unsecured Market-Linked Securities (Series A) that combine three complex features: (1) quarterly contingent coupons of at least 9.70% p.a.; (2) a quarterly auto-call mechanism beginning January 2026; and (3) contingent downside principal at risk tied to the lowest performing of three Select Sector SPDR ETFs – Communication Services (XLC), Energy (XLE) and Financials (XLF). The notes price on 30 July 2025, issue on 4 August 2025 and mature (unless earlier called) on 27 July 2028.

Cash-flow mechanics

• Face amount: $1,000 per security, offered at par.
• Contingent coupon: paid only if the lowest ETF closes ≥ 70 % of its starting price on the quarterly calculation day (coupon threshold). Missed observations are forgone.
• Auto-call: if the lowest ETF closes ≥ 100 % of its starting price on any calculation day from Jan-2026 through Apr-2028, holders receive $1,000 plus that quarter’s coupon and the notes terminate early.
• Maturity payment: if not called, investors receive:
    – $1,000 if the lowest ETF closes ≥ 70 % of its start level (downside threshold).
    – $1,000 × performance factor if the lowest ETF is < 70 %, exposing investors to losses > 30 % and up to 100 % of principal.

Pricing economics

• Estimated value: $912.33–$942.33 (91.233 %–94.233 % of face), reflecting dealer spread (2.575 %) and hedging costs.
• Distribution: Scotia Capital (USA) sells to Wells Fargo Securities at up to $25.75 discount; selected dealers earn up to $17.50 concession plus $0.75 distribution fee.
• No exchange listing; secondary liquidity, if any, will be provided solely by Scotia Capital (USA).

Risk highlights (excerpted)

• Principal risk: if not called and any ETF falls > 30 %, loss mirrors the full decline from start level.
• Coupon risk: investors may receive few or no coupons if the lowest ETF closes < 70 % on observation dates.
• Concentration risk: return depends entirely on the weakest ETF, with no benefit from stronger sectors.
• Credit risk: payments are subject to BNS creditworthiness; the notes are not CDIC/FDIC-insured.
• Liquidity & pricing risk: secondary prices likely below par due to built-in spread and hedge unwind costs.

The securities suit investors seeking high potential income and willing to accept complex structure, potential early redemption, sector concentration, limited upside (no participation in ETF gains or dividends) and the possibility of losing more than 30 % of principal at maturity.

The Bank of Nova Scotia (BNS) is offering senior unsecured Autocallable Contingent Coupon Notes linked to the common stock of Apple Inc. (AAPL). The Notes are expected to price on 11-Jul-2025, settle on 16-Jul-2025, and mature on 14-Jul-2028, unless automatically called earlier.

Key economic terms

• Principal: $1,000 per Note; minimum purchase $1,000
• Contingent coupon: ≥ $20.50 per quarter (≥ 8.20% p.a.) paid only if AAPL’s closing price on the relevant observation date ≥ 70% of the Initial Value
• Automatic call: Triggered if AAPL closes ≥ Initial Value on any of the 11 quarterly observation dates; investor receives $1,000 + due coupon
• Down-side protection: 30% buffer; if not called and Final Value ≥ 70% of Initial Value, principal is repaid in full
• Barrier risk: If Final Value < 70% of Initial Value, repayment = $1,000 + ($1,000 × Reference Asset Return); investor can lose up to 100%
• Issue price vs. estimated value: Original Issue Price 100%; bank’s estimated value 93.677–96.677% → initial premium ~3–6%
• Ranking & credit: Direct, unsubordinated, unsecured obligations of BNS; subject to the bank’s credit risk; not CDIC/FDIC insured
• Liquidity: Not listed; market-making at dealer’s discretion (Scotia Capital (USA) Inc.)
• CUSIP/ISIN: 06419DBF9 / US06419DBF96

Risk highlights

• No guaranteed coupons; payment depends on AAPL price on each observation date
• Potentially significant loss of principal if AAPL falls >30% by final valuation
• Pricing premium and dealer discounts reduce secondary-market value; estimated value set using BNS internal funding rate
• Limited or no secondary market; investors may need to hold to maturity
• Conflicts of interest: issuer, calculation agent and lead dealer are BNS affiliates

Illustrative scenarios

• Auto-call after first quarter: Investor receives $1,015 (1.5% total return)
• Held to maturity, AAPL –15%: Investor receives $1,015 (principal + one coupon)
• Held to maturity, AAPL –50%: Investor receives $500 (–50% loss)

Tax & regulatory

• Issuer intends to treat Notes as prepaid derivative contracts; coupon taxed as ordinary income (U.S.)
• Subject to FATCA, Section 871(m) dividend-equivalent rules (issuer expects not delta-one), and Canadian bail-in exclusion
• Sales to EEA & U.K. retail investors prohibited; FINRA Rule 5121 conflict-managed distribution

Bottom line: The product offers an above-market coupon and partial downside buffer in exchange for equity risk, issuer credit risk, liquidity constraints and potential loss of all principal. Suitable only for investors who can absorb equity-linked losses, forego dividends, and assess BNS credit.