Bank Nova Scotia SEC Filings

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering SPUMP40 Contingent Income Memory Buffered Auto-Callable Securities due July 16, 2030. The notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (ticker SPUMP40).

Key commercial terms:

• Contingent coupon: at least 9.0% per annum, paid monthly, with a memory feature if the index closes ≥70% of its initial level on the relevant observation date.
• Automatic early redemption: monthly, starting after the first year, if the index closes at or above 90% of its initial level; investors then receive 100% principal plus accrued coupon.
• Downside exposure: a 15% buffer protects principal for index declines up to 15%. Below that, investors lose 1% of principal for each percentage point decline beyond the buffer, with a maximum loss of 85%.
• Estimated value: approximately $906 versus the $1,000 issue price, reflecting structuring and hedging costs.
• No listing; secondary liquidity will be limited and prices may be volatile.

Primary risks highlighted include (i) no participation in any index appreciation, (ii) reliance on Morgan Stanley’s credit, (iii) potential early redemption that caps income stream, (iv) the index’s limited operating history and 4% decrement drag, (v) uncertain U.S. tax treatment, and (vi) model-based valuation that may differ from secondary market pricing.

Morgan Stanley Finance LLC is marketing Trigger PLUS securities due Aug-1-2030 that are linked to the worst performing of the S&P 500 (SPX), Nasdaq-100 (NDX) and Russell 2000 (RTY) equity indices. Investors will pay $1,000 per note.

Upside: If, on the single observation date (Jul-29-2030), the worst performing index is flat or up, the note pays the principal plus a leveraged return of 148 %-158 % of that positive performance. For example, a 20 % gain would deliver roughly $1,296 per note at the 148 % leverage factor.

Downside protection: Principal is protected only if the worst index has not fallen more than 30 % from its initial level. Should the worst index close below 70 % of its start value, holders are fully exposed to that loss on a 1-for-1 basis, risking total principal.

Key terms: Estimated value is $915.80 (≈8.4 % below issue price), reflecting structuring and hedging costs. The securities are unsecured obligations of Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, and carry both issuer and guarantor credit risk. No periodic coupons are paid, the notes will not be listed, and secondary market liquidity may be limited.

Principal risk factors highlighted include: lack of principal guarantee below the 70 % trigger, single-day observation risk, market and volatility sensitivity, model-based estimated value, potential conflicts of interest as Morgan Stanley acts as calculation agent, and uncertain U.S. tax treatment.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is marketing Contingent Income Memory Auto-Callable Securities linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index (ticker SPUMP40). The securities have a 6-year final maturity (August 5, 2030) but can be automatically redeemed quarterly after six months if the index closes at or above its initial level (100% call threshold). Upon auto-call, investors receive par plus any accrued coupon and no further payments.

Income profile: Investors receive a contingent coupon of 12.00%-13.00% per annum, paid monthly and featuring a “memory” that allows skipped coupons to be made up if a later observation meets the criteria. Coupons are paid only when the index closes at or above the 60% coupon barrier on the relevant observation date.

Downside exposure: Principal is protected only if the final index level is at or above the 60% downside threshold. A decline beyond that level results in a loss of principal matching the index’s negative performance (e.g., −41% index return → $590 repayment per $1,000).

Pricing details: The preliminary estimated value is $931.90 (±$55) per $1,000 note, reflecting structuring and hedging costs. CUSIP 61778NDS7; pricing date July 31, 2025.

• Issuer credit risk applies; MSFL is a finance subsidiary with no independent assets.
• Notes will not be listed; secondary market liquidity may be limited and at unfavorable prices.
• U.S. tax treatment is uncertain; investors should consult advisors.

Toronto-Dominion Bank (TD) is offering US$500,000 of Autocallable Contingent Buffer Notes linked to Alphabet Inc. Class A shares (GOOGL). The product is issued under TD’s Senior Debt Securities, Series H programme and is documented by this June 30 2025 pricing supplement to the February 26 2025 base prospectus.

Structure & Key Economics

• Principal Amount: $10,000 per note (minimum investment one note).
• Tenor: ~2 years (Issue 3 Jul 2025 – Maturity 1 Jul 2027), subject to one review date (9 Jul 2026).
• Automatic Call: If GOOGL closes ≥ $173.54 (100 % of Initial Price) on the review date, TD redeems early for $11,535 (Principal + 15.35 % Call Premium).
• Payment at Maturity (if not called):
  • GOOGL ≥ Initial Price → cash redemption of Principal plus the greater of 30.70 % (Digital Return) or actual upside.
  • GOOGL between 85 % and 100 % of Initial Price → full principal return only.
  • GOOGL < 85 % of Initial Price → physical delivery of 67.7925 GOOGL shares per note (worth $147.509 per share), exposing investors to uncapped downside beyond a 15 % buffer.
• Initial/Call Price: $173.54 (GOOGL close on 26 Jun 2025); Buffer Price: $147.509 (85 %).
• Estimated value on pricing date: $9,765 (97.65 % of face) versus $10,000 public offering price.
• Secondary trading: not listed; TD Securities (USA) LLC may make a market but is not obliged to do so.
• Distribution: 1.50 % underwriting discount ($150 per note). JP Morgan acts as placement agent and receives its fee from TD Securities.

Risk-Return Profile

• Investors receive no coupons and forgo GOOGL dividends until maturity or call.
• The 15 % buffer provides limited protection; losses beyond that level are amplified (≈1.1765 % loss per additional 1 % drop).
• Early redemption limits upside to 15.35 % if GOOGL is at or above the initial level after ~1 year (re-investment risk).
• The notes are senior unsecured obligations of TD; payment depends on TD’s creditworthiness.
• Liquidity is expected to be thin; secondary prices will reflect bid/ask spreads, dealer mark-ups, hedging costs and TD funding levels.

Investor Suitability – The notes target investors comfortable with single-stock exposure, willing to accept TD credit risk, limited liquidity, absence of income, and the possibility of receiving GOOGL shares instead of cash, in exchange for an enhanced contingent return.

The Bank of Nova Scotia (BNS) is offering $7.418 million of Partial Principal at Risk Securities linked to the S&P 500® Index, issued under its Senior Note Program, Series A. The six-year notes price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 3 Jul 2031. Each $1,000 security:

• No coupon; investors forgo dividends on the underlying index.
• Upside: 100% participation in positive index performance, capped at a 64.89 % gain (maximum payment $1,648.90).
• Downside: 1-for-1 loss if the index is below its initial level, but losses are limited by a minimum payment of 95 % of principal ($950). Maximum loss is therefore 5 %.
• Initial index value: 6,204.95 (SPX close 30 Jun 2025); valuation date: 30 Jun 2031.
• Credit exposure: Senior unsecured, subject to BNS default risk; not CDIC/Fed-insured and not bail-inable.

The issue price equals par, but BNS’ estimated value is $949.50, reflecting selling commissions ($30) and a structuring fee ($5) paid to Morgan Stanley Wealth Management. The economic cost to investors is therefore ~5 % above the bank’s internal model value. Scotia Capital Inc. acts as calculation agent and market-maker but is not obliged to provide secondary liquidity; the notes are unlisted.

Investor profile: suitable only for investors who can hold to maturity, are comfortable with BNS credit risk, accept tax treatment as contingent payment debt instruments (CPDI) that generates annual OID income, and are willing to exchange potential unlimited equity upside and dividend income for a capped 64.89 % return and limited 5 % downside.

Key risks: credit risk of BNS, illiquidity, price may trade below par before maturity, complex U.S./Canadian tax rules, and the embedded fee spread between issue price and estimated value. The $7.4 million size is immaterial to BNS’ capital structure and earnings.

The Bank of Nova Scotia (BNS) is offering $4.116 million of Trigger Jump Securities (senior unsecured notes, Series A) linked to the EURO STOXX 50® Index (SX5E). The notes price on 30 June 2025, settle on 3 July 2025 (T+3) and mature on 5 October 2026, giving an effective tenor of roughly 15 months.

Return profile. The securities pay no coupons. At maturity investors receive:

• $1,170 per $1,000 note (17% fixed upside) if the final index value ≥ initial value (5,303.24).
• Par if the final index value is below the initial but ≥ the trigger level (90% of initial, i.e. 4,772.916).
• Stated principal minus 1% for every 1% drop if the final index value is < trigger. Maximum loss is 100% of principal.

Credit & structural considerations. The notes are direct, senior, unsecured obligations of BNS and rank pari-passu with other senior debt. No principal is protected; all payments depend on BNS’s creditworthiness. The securities are not bail-inable under the Canada Deposit Insurance Corporation Act, are not FDIC-insured, and will not be listed on any exchange, limiting liquidity.

Pricing economics. Issue price is $1,000 per note. BNS’s initial estimated value is $982.30, reflecting a dealer markup of $17.70 (sales commission $13.60 + structuring fee $3.90) retained by Morgan Stanley Wealth Management. Scotia Capital Inc. is calculation agent; Scotia Capital (USA) Inc. is agent and faces conflicts of interest under FINRA Rule 5121.

Risk highlights. Investors face: (1) potential full loss of principal below the 10% buffer, (2) limited upside versus direct index ownership, (3) secondary-market liquidity risk, (4) valuation that will generally be below issue price after launch, (5) currency, geopolitical and market risks associated with a euro-denominated index, and (6) tax uncertainty—notes are intended to be treated as prepaid derivatives but alternative treatments are possible.

Target investor. The product is aimed at investors who are moderately bullish to neutral on European large-cap equities over 15 months, can tolerate equity-like downside, are willing to forego dividends and upside beyond 17%, and are comfortable taking BNS credit risk and liquidity risk through maturity.

The Toronto-Dominion Bank (TD) is offering unsecured, senior Digital S&P 500® Index-Linked Notes (Series H) with a term of roughly 49-52 months. The Notes are denominated in U.S. dollars, issued in minimum $1,000 denominations and do not pay periodic interest.

Payment mechanics:

• Initial Level: closing level of the S&P 500 on the Pricing Date.
• Threshold Level: 80 % of the Initial Level.
• Threshold Settlement Amount: set on Pricing Date, expected between $1,295.90 – $1,347.10 per $1,000 note (equates to a fixed gross return of roughly 29.6 – 34.7 %).
• If Final Level ≥ Threshold Level (Percentage Change ≥ -20 %), investor receives the Threshold Settlement Amount.
  
• If Final Level < Threshold Level, investor receives $1,000 + ($1,000 × Percentage Change); principal declines one-for-one with any index drop beyond 20 %, down to total loss at a 100 % decline.

Key offering economics:

• Public offering price: $1,000.
• Underwriting discount: $33.30; net proceeds to TD: $966.70.
• Initial estimated value: $928.70 – $958.70 (≈4.1 – 7.1 % below offer price); lower value reflects embedded distribution costs and TD’s internal funding rate.
• Notes will not be listed; liquidity, if any, depends on dealer market-making.
• Credit risk: full recourse to TD; not covered by FDIC or CDIC insurance.

Risk highlights:

• Principal at risk; investors could lose up to 100 % of invested amount.
• Upside is capped at the Threshold Settlement Amount; no participation in index appreciation above this level.
• Secondary market price likely below offer price due to bid/ask spreads, hedging costs and estimated value discount.
• Product complexity, potential tax uncertainty and reliance on TD’s creditworthiness.

Settlement: T+5 following Pricing Date; maturity expected two business days after Valuation Date.

Royal Bank of Canada (RY) is marketing five separate Auto-Callable Contingent Coupon Barrier Notes with a “memory” coupon that mature on July 20, 2028 and are linked individually to ON Semiconductor (ON), Schlumberger (SLB), Tesla (TSLA), Vistra (VST) and XPO Logistics (XPO). Investors buy in $1,000 denominations and may choose any combination of the offerings.

Income mechanics: Each note pays a quarterly contingent coupon of roughly 9.5%-15% per annum if on the observation date the underlier closes at or above a “coupon threshold” that equals the barrier value. Missed coupons can be “made up” later under the memory feature.

Auto-call: Beginning six months after issuance, if the underlier closes at or above its initial value on any observation date, the note is automatically redeemed at par plus any due coupons.

Principal repayment: If not called, holders receive at maturity (i) par plus any coupons if the final underlier value is at least the barrier level (50%-70% of initial, security-specific); or (ii) par reduced 1% for every 1% the underlier is below its initial value if the barrier is breached—putting up to 100% of principal at risk.

Pricing & distribution: Offer price is 100%, but the initial estimated value is $886-$950 per $1,000, reflecting a ~5%-11% fee/hedging drag. RBC Capital Markets is sole book-runner; the notes will not be exchange-listed and secondary liquidity is expected to be thin.

Key risks highlighted include

• full downside exposure below barrier
• uncertain coupon stream and capped upside
• issuer credit risk
• illiquidity and potential large bid-ask spreads
• uncertain U.S. tax treatment and possible withholding for non-U.S. investors.

Overall, the product offers above-market coupon potential in exchange for equity downside risk and limited upside participation, suitable only for investors who understand structured-note mechanics and RBC credit exposure.

The Bank of Nova Scotia (NYSE: BNS) is offering $2.099 million principal amount of Capped Buffered Enhanced Participation Basket-Linked Notes due May 28, 2027. The senior unsecured notes are linked to a five-index, non-U.S. equity basket weighted 38% EURO STOXX 50, 26% TOPIX, 17% FTSE 100, 11% Swiss Market Index and 8% S&P/ASX 200. The trade date is June 27, 2025 (initial basket level set to 100) and the valuation date is May 26, 2027. No periodic interest is paid and the notes will not be listed.

Payout mechanics. At maturity investors receive:

• Principal + 250% of the positive basket return, capped at a maximum payment of $1,277.50 per $1,000 note (11.1% basket appreciation).
• Full principal if the basket declines ≤ 15% (buffer level 85).
• If the basket declines > 15%, repayment equals principal plus 117.65% × (basket return + 15%), leading to accelerated downside losses up to 100% of capital.

Pricing & valuation. The original issue price is 100% of principal; underwriting commission is waived. The issuer’s initial estimated value is $982.30, reflecting internal funding spreads and hedging costs—lower than the purchase price. Scotia Capital (USA) Inc. will act as calculation agent and may make a secondary market, but is not obliged to do so; bid/ask will embed its own model value and a declining premium that amortises to zero by Sept 27, 2025.

Risk highlights. The notes carry Bank of Nova Scotia credit risk, are not CDIC/FDIC-insured and include conflicts arising from hedging and market-making by affiliates. Liquidity may be limited, and investors forego dividends on the underlying stocks. Adverse FX moves, index methodology changes or market disruption events can further affect returns.

Use of proceeds. General corporate purposes; for the bank the issuance represents low-cost, zero-coupon term funding.