Bank of Nova Scotia SEC Filings

Bank of Nova Scotia has issued $1.425 million in Autocallable Contingent Coupon Notes linked to Meta Platforms stock, due June 28, 2029. These unsubordinated, unsecured debt securities offer potential returns based on Meta's stock performance.

Key features include:

• Automatic Call Feature: Notes will be automatically called if Meta's closing price equals/exceeds initial value ($708.68) on any observation date
• Contingent Coupon: $25.00 payment if Meta's price is at/above 70.61% of initial value ($500.40), plus any unpaid previous coupons
• Principal Protection: Full principal returned at maturity if Meta's final value is at/above barrier value ($500.40)
• Risk: If Meta's final value falls below barrier, investors lose 1% for each 1% decline from initial value, potentially losing entire investment

The initial estimated value is $962.06 per $1,000 principal amount, below the issue price. Notes are being distributed through Scotia Capital and J.P. Morgan Securities with 2.50% underwriting commission.

Bank of Nova Scotia has issued Dual Directional Capped Barrier Notes linked to the S&P 500 Index, due April 16, 2027. Key features include:

• Principal Amount: $1,000 per note with $10,000 minimum investment
• Maximum Upside Return: 21.32% (capped at $1,213.20 per note)
• Barrier Value: 80% of Initial Value (4,873.73)
• Initial Value: 6,092.16 (Strike Date: June 25, 2025)

The notes offer dual directional exposure: investors benefit from both positive index performance (up to cap) and negative performance above barrier level. If index falls below barrier, investors face 1:1 loss potential. Notes are unsubordinated, unsecured obligations with no interest/coupon payments. Initial estimated value ranges from $952.02 to $982.02 per $1,000 principal. Scotia Capital USA and JP Morgan Securities act as placement agents with 1.40% fee.

Bank of Nova Scotia is offering Buffered Contingent Income Auto-Callable Securities due July 1, 2026, linked to Meta Platforms stock performance. Key features include:

• Principal Amount: $1,000 per security
• Contingent Monthly Coupon: $13.40 (16.08% p.a.) if Meta stock closes ≥ 80% of initial price ($566.944)
• Memory Feature: Unpaid coupons can be recovered if stock price meets threshold on later dates
• Auto-Call Feature: Securities automatically redeem if stock closes ≥ initial price ($708.68) on any determination date
• Downside Risk: If not called and final stock price is below threshold, investors lose 1.25% for every 1% decline below threshold

These securities offer potential above-market returns but carry significant risks including possible loss of principal, no guaranteed interest payments, and are subject to BNS credit risk. The estimated value ($963.36-$993.36) is less than the issue price of $1,000.

The Bank of Nova Scotia (BNS) is offering US$97.148 million of Capped Enhanced Participation Notes linked to the price return of the S&P 500 Index. The unsecured, unsubordinated notes are part of the Bank’s Senior Note Program, Series A, CUSIP 06418VYN8. They price on June 23 2025 (T+5 settlement on June 30 2025) and mature on July 27 2026, with a single valuation date on July 23 2026.

Key payoff mechanics

• Upside: 150 % participation in any positive index performance, capped at a maximum payment of US$1,162.45 per US$1,000 note (16.245 % maximum return).
• Par return: If the S&P 500 final level equals the initial level of 6,025.17, holders receive only the principal.
• Downside: 1-for-1 exposure to negative index returns; investors can lose up to 100 % of principal.

The notes do not pay interest, do not provide dividend exposure and will not be listed on any U.S. exchange. Any secondary trading will rely on dealer markets in which neither Goldman Sachs & Co. LLC (GS&Co.) nor Scotia Capital (USA) Inc. is obligated to make a market.

Pricing economics

• Original issue price: 100 % of face value.
• Initial estimated value: US$985.36 per US$1,000, reflecting the Bank’s internal funding rate and hedging costs and already below the offering price.
• Underwriting commissions: 1.02 % (US$10.20 per US$1,000). Net proceeds to the Bank: 98.98 %.
• GS&Co.’s indicative secondary price before 23 Sep 2025 equals the model value plus a declining additional amount of up to US$20.

Risk highlights

• Full downside market risk with limited upside due to the cap.
• No CDIC or FDIC insurance; payment depends solely on BNS creditworthiness.
• Liquidity risk from the absence of an exchange listing and discretionary market-making by GS&Co.
• Potential mismatch between issue price and economic value because the Bank’s internal funding rate is lower than its conventional debt cost.

Minimum investment is US$1,000 and integral multiples thereafter. Purchasers trading prior to settlement must arrange alternative settlement terms due to the initial T+5 cycle.

Offering overview: The Bank of Nova Scotia (BNS) is marketing senior unsecured Autocallable Fixed Coupon Trigger Notes linked to Microsoft Corp. (MSFT) common stock, maturing 10 Aug 2026 unless automatically called earlier.

Key economic terms

• Coupon: fixed $7.00 per $1,000 face monthly (0.70%), equivalent to 8.40% p.a., paid until call or maturity.
• Automatic call: exercise on any observation date from Jan 2026–Jul 2026 if MSFT closes ≥ initial price; investors then receive $1,000 principal plus that month’s coupon.
• Downside protection: at maturity investors receive full principal only if MSFT closes ≥ 70 % of initial price. Below that level, repayment equals $1,000 × (1 + reference-asset return), exposing holders to a one-for-one loss and possible total principal loss.
• Initial estimated value: between $900–$930 per $1,000, below the 100 % issue price, reflecting bank funding rate, structuring fee and hedging costs.
• Fees: underwriting commissions up to 0.65 %; proceeds ≥ 99.35 % to the bank.
• Credit / liquidity: obligations rank pari passu with other senior debt of BNS; not FDIC or CDIC insured; no exchange listing, and market-making is discretionary.

Risk highlights: credit risk of BNS, market risk tied to MSFT, potential loss if MSFT declines ≥ 30 %, secondary market price likely below issue price due to initial value discount and bid/ask spreads.

Important dates: Trade 02 Jul 2025 (T+3 settle 08 Jul 2025); monthly coupons start Aug 2025; final valuation 05 Aug 2026; maturity 10 Aug 2026.

Bank of Nova Scotia (BNS) plans to issue “Buffered Performance Leveraged Upside Securities” (Buffered PLUS) linked to the EURO STOXX 50® Index. The senior unsecured notes carry $1,000 stated principal per unit, price at par on 22 Jul 2025, and mature on 3 Feb 2028. Investors receive no periodic interest; returns are determined entirely at maturity.

Upside mechanics: the notes offer a 200% leverage on any positive index performance, but gains are capped at 32.00%, limiting maximum payment to $1,320. Downside protection: the first 15% decline is buffered; if the index ends ≤15% below its initial level, investors still receive full principal. Beyond that buffer, holders lose 1% of principal for each additional 1% decline, exposing them to losses of up to 85%.

Key structural features and risks: • No listing or secondary-market obligation, so liquidity may be limited. • The issuer’s initial estimated value (≈$930–$960) sits below issue price, reflecting embedded fees (≈$30 per unit) and hedging costs. • All payments depend on BNS’s creditworthiness. • The payout references only the index level on the single valuation date (31 Jan 2028); interim movements are irrelevant. • Investors face typical structured-note risks—including market, currency (euro-zone equities in USD terms), tax uncertainty, and conflicts arising from BNS/SCUSA hedging activities.

In short, the Buffered PLUS combine moderate downside cushioning with leveraged yet capped upside. They suit investors with a moderately bullish 2½-year view on the EURO STOXX 50 who can tolerate principal risk, illiquidity, and issuer credit exposure.

The Bank of Nova Scotia (BNS) has filed an Issuer Free Writing Prospectus for a new structured note offering, the Performance Leveraged Upside SecuritiesSM (PLUS), linked to the EURO STOXX 50® Index (SX5E). The notes are senior unsecured debt under the bank’s Senior Note Program, Series A. Each PLUS has a stated principal of $1,000, an issue price of $1,000, and requires a minimum purchase of one unit. They are expected to price on 17 July 2025, settle on 22 July 2025, and mature on 4 November 2026 (≈ 16-month tenor), subject to standard market-disruption adjustments.

Payment at maturity is entirely contingent on the index performance:

• Upside: 300% leveraged participation when the final index value exceeds the initial value, capped at a 21.40 % maximum gain (maximum payment = $1,214).
• Downside: full 1-for-1 exposure to negative index moves; investors can lose up to their entire principal.

The filing highlights extensive risk factors, including: lack of principal protection, liquidity constraints, limited secondary market making, potential conflicts of interest from BNS/SCUSA hedging, sensitivity to non-U.S. market movements, and uncertain Canadian & U.S. tax treatment. Investors are directed to review the preliminary pricing supplement and related prospectus documents on the SEC’s EDGAR site (CIK 0000009631) before investing.

The Bank of Nova Scotia (BNS) is offering Performance Leveraged Upside Securities (PLUS) linked to the EURO STOXX 50® Index. The notes are senior unsecured obligations under BNS’s Senior Note Program, Series A, priced at $1,000 per note with a minimum investment of one note.

Key economic terms:

• Maturity: approximately 15 months (Pricing Date 7/17/2025; Maturity 11/4/2026).
• Leverage Factor: 300% on positive index performance.
• Maximum Gain: 21.40%; thus maximum payment is $1,214 (121.40% of principal).
• Downside Exposure: investors lose 1% of principal for every 1% decline in the EURO STOXX 50®; no downside buffer.
• No coupon or dividend pass-through; notes will not be listed on any exchange.
• Estimated value at pricing is $941 – $971, below the issue price, reflecting embedded distribution fees of $22.50 per $1,000 (sales commission $17.50, structuring fee $5.00).
• All payments are subject to BNS’s credit risk and the notes are not CDIC/FDIC insured.

The PLUS suit investors expecting moderate appreciation in the EURO STOXX 50® within 15 months and who are willing to accept full downside risk and a hard cap on upside. Illiquidity, valuation discount, and lack of current income are important considerations.