Bank Nova Scotia SEC Filings

Toronto-Dominion Bank (TD) is offering senior unsecured Digital S&P 500 Index-Linked Notes (Series H) with a term of roughly 49-52 months. The notes pay no coupons; the sole payment is made at maturity and depends on the S&P 500 Index (SPX) closing level on the valuation date.

• Downside buffer: If the final SPX level is at least 80 % of the initial level (≤ 20 % decline), investors receive a fixed Threshold Settlement Amount of $1,294.40–$1,345.40 per $1,000 principal (29.44 %–34.54 % total return).
• Full principal at risk: If SPX falls below the 80 % threshold, repayment equals $1,000 + ($1,000 × Percentage Change). A decline greater than 20 % leads to a dollar-for-dollar loss; a 100 % fall triggers complete loss of principal.
• Key economics: Public offering price is $1,000; underwriting discount $33.20; proceeds to TD $966.80. Initial estimated value is materially lower at $928.90–$958.90, reflecting structuring and hedging costs.
• Credit & liquidity: Notes are TD’s unsecured obligations, not FDIC/CDIC-insured, and will not be listed. Secondary market making (if any) is at TD Securities’ discretion; expected bid/ask spreads and funding costs could reduce resale value.
• Dates & identifiers: CUSIP 89115HHW0; minimum investment $1,000; pricing date TBD 2025; issue T+5; valuation date ≈ 4 years later; maturity two business days thereafter.
• Tax: TD and investors will treat the notes as prepaid derivative contracts, but alternative characterisations (e.g., contingent debt) are possible. Complex U.S. and Canadian tax, FATCA and Section 871(m) considerations apply.

The product suits investors seeking a defined return if the S&P 500 avoids a 20 %+ drawdown over the term, but who accept: (1) capped upside, (2) exposure to large downside, (3) TD credit risk, (4) low liquidity, and (5) the premium over TD’s internal valuation.

JPMorgan Chase Financial Company LLC is offering $500,000 of Contingent Interest Notes due 24 Jun 2026 linked to the common stock of Rocket Lab USA, Inc. (RKLB). The notes pay a monthly contingent coupon of 1.91667% (23.00% p.a.) only if the reference share’s closing price on the relevant 12 review dates is at least 50 % of the strike price. The strike value is the 18 Jun 2025 close of $27.85; the interest barrier/trigger is $13.925.

If on any review date the barrier is breached, that month’s coupon is skipped. At maturity:

• If the final share price is ≥ $13.925, investors receive par plus any final coupon.
• If the final price is < $13.925, repayment equals $1,000 + ($1,000 × stock return), exposing investors to the full downside below –50 %, potentially losing all principal.

The notes are unsecured, unsubordinated obligations of the issuer and are fully guaranteed by JPMorgan Chase & Co. Issue price is $1,000; selling commission $2; net proceeds $998. Estimated value at pricing was $955.80 (≈ 4.4 % below issue price) due to embedded costs.

Key risk highlights include loss of principal below the trigger, possibility of receiving no coupons, issuer/guarantor credit risk, lack of liquidity (no exchange listing), and conflicts arising from JPMorgan’s hedging and secondary-market activities. The notes priced on 20 Jun 2025 and are expected to settle 25 Jun 2025 (CUSIP 48136EY25). Minimum denomination is $1,000.

On July 1, 2025, BKV Corp’s Chief Legal and Administrative Officer, Lindsay B. Larrick, sold 10,000 shares of BKV common stock at a weighted-average price of $23.1307 under a pre-arranged Rule 10b5-1 trading plan adopted on November 22, 2024. Following the sale, the officer continues to hold 210,528 shares, representing a reduction of roughly 4.5% of her prior direct holding. No derivative transactions were reported. The filing is a routine Form 4 disclosure required under Section 16(a) and does not, by itself, indicate any change to BKV’s fundamentals or strategy.

The Bank of Nova Scotia ("BNS") is issuing $12 million of senior, unsecured Autocallable Contingent Coupon Buffer Notes linked to the share price of the Invesco QQQ Trust (ticker: QQQ). The Notes price on 30-Jun-2025, settle on 3-Jul-2025, and mature on 6-Jul-2026 unless called earlier. They have a $1,000 face value, minimum purchase of $10,000, and will not be listed on any exchange.

Key economic terms

• Monthly contingent coupon of $10.80 (≈10.8% p.a.) payable only if QQQ’s closing value on the relevant Observation Date is ≥90% of the Initial Value ($548.09). Missed coupons accrue (“memory feature”) but are paid only when a future observation satisfies the barrier.
• Automatic call: The Notes are redeemed at par plus due coupons on any Observation Date before maturity if QQQ closes ≥ its Initial Value.
• Principal buffer: If not called, holders receive par at maturity provided QQQ’s final value is ≥90% of the Initial Value. Below that level, repayment is exposed to 1.1111× downside leverage (loss of ≈1.11% of principal for each 1% drop beyond the 10% buffer), up to total loss.
• Initial estimated value: $995.24 per $1,000, below the issue price, reflecting dealer margin and hedging costs.
• Underwriting fee: 0.10% ($12,000). SCUSA (BNS affiliate) and J.P. Morgan act as placement agents.

Risk highlights: Investors bear BNS credit risk; coupons are not guaranteed; capital is at risk below the 10% buffer; secondary-market liquidity is expected to be limited; the product’s value is sensitive to QQQ volatility, interest rates, and dealer hedging.

The Notes suit investors who are moderately bullish to neutral on QQQ over the next 12 months, can tolerate loss of principal, need no interim liquidity, and are comfortable with complex tax treatment.

The Bank of Nova Scotia (BNS) has filed a preliminary Rule 424(b)(2) pricing supplement for the issuance of Autocallable Contingent Buffered Return Enhanced Notes (Series A) linked to an equally weighted basket of seven U.S. equity securities (CEG, META, MRVL, MSFT, NVDA, VRT, VST).

Key structural terms

• Principal Amount: $1,000 per note; minimum investment $10,000.
• Tenor: roughly 24 months, settling 7 Jul 2025 and maturing 7 Jul 2027, unless automatically called.
• Automatic Call: If Basket Closing Value on 13 Jul 2026 ≥ 100% of Initial Basket Value, investors receive $1,162.50 per note (16.25% call premium) and the notes terminate.
• Participation Rate at Maturity: 125% of any positive basket performance if not called.
• Buffer: 20% downside buffer; below this, losses accelerate at 1.25×, exposing investors to up to 100% loss of principal.
• Listing: Unlisted; secondary liquidity only through market-making by affiliates.
• Credit: Senior unsecured obligations of BNS; payments subject to the bank’s credit risk and not insured by CDIC or FDIC.
• Initial Estimated Value: $933.02–$963.02 per $1,000, below the 100% issue price due to dealer margin, hedging and BNS’s internal funding rate.

Distribution & fees

• SCUSA will purchase at 100% and distribute through J.P. Morgan Securities (placement agent) earning 1.50% selling concession, waived for fiduciary accounts.
• Disclosure of potential market-making and associated conflicts under FINRA Rule 5121.

Risk highlights

• No periodic coupons; return entirely contingent on basket performance and/or autocall event.
• Investors face reinvestment risk if called after one year.
• Secondary market value expected to trade below issue price; liquidity dependent on SCUSA’s discretion.
• Complex tax treatment; Notes intended to be treated as prepaid derivatives, but IRS guidance uncertain.

Underlying basket skews toward high-growth, high-volatility technology and power names, increasing the probability of both large gains and deep drawdowns. Expected volatility informed a comparatively high 16.25% call premium and 20% buffer.

Overall, this filing introduces a high-risk, equity-linked structured product appealing to investors seeking enhanced upside and a defined call return, while accepting full issuer credit exposure and significant downside leverage.

Bank of Nova Scotia (BNS) has filed a Free Writing Prospectus for a new structured product—Accelerated Return Notes (ARNs)—linked to a diversified international equity index basket. The $10-denominated notes mature in roughly 14 months and reference six major indices: EURO STOXX 50 (40%), FTSE 100 (20%), Nikkei 225 (20%), Swiss Market Index (7.5%), S&P/ASX 200 (7.5%), and FTSE China 50 (5%).

Payout mechanics: • Investors receive 3-to-1 leveraged upside exposure to any basket appreciation, capped between $11.40 and $11.80 (14%-18% maximum return). • Downside exposure is linear and uncapped; a 1-for-1 loss in the basket can wipe out the entire principal. No interim coupon is paid.

Key structural features:

• Capped Value: Final value cannot exceed the stated range, limiting participation once the basket rises ~4.7-5.3%.
• Credit exposure: Payments depend on BNS’s ability to pay; if the bank defaults, investors could lose all capital regardless of market performance.
• Initial estimated value: Will be below the public offering price, reflecting fees, hedging costs, and issuer margin.
• Liquidity: Notes are not exchange-listed; secondary market, if any, may trade at prices below offering price and model value.

Investor profile: Suitable only for investors who expect modest international equity gains within 14 months, are comfortable with total downside risk, and prefer short-term, leveraged yet capped exposure over direct equity ownership.

Toronto-Dominion Bank (TD) plans to issue unsecured Digital S&P 500 Index-Linked Notes (Series H) with a tenor of roughly 4–4.3 years. The notes pay no coupon; instead, investors receive a single cash payment at maturity that depends on the S&P 500 Index (“SPX”) level on the valuation date.

• Upside profile: If SPX finishes at or above 80% of its initial level, holders receive a fixed “Threshold Settlement Amount” of $1,291.80–$1,342.40 per $1,000 note, equating to a 29.18%-34.24% gross return.
• Downside profile: Should SPX decline more than 20%, principal is lost 1-for-1 with the index decline (e.g., a 30% fall yields $700; a 100% fall yields $0). Principal is not protected.
• Key terms: Threshold level = 80% of initial index level; minimum investment = $1,000; CUSIP 89115HHV2; expected maturity ≈ 49–52 months after pricing.
• Pricing economics: Public offering price = $1,000; underwriting discount = $33.10; proceeds to TD = $966.90. TD’s initial estimated value is only $928.30–$958.30, reflecting internal funding rates, selling commissions and hedging costs—a 4%-7% premium is embedded in the offer price.
• Liquidity & listing: Notes will not list on any exchange; secondary market making is discretionary by TD Securities (USA) LLC (TDS). Investors may face wide bid/ask spreads and early sales could be well below face value.
• Credit & structural risks: Payment depends on TD’s ability to pay; notes rank pari passu with other senior unsecured TD debt. Various conflicts of interest arise because TD acts as issuer, calculation agent and hedger.
• Tax considerations: TD and investors agree to treat the notes as prepaid derivative contracts for U.S. tax purposes, but alternative treatments are possible; Section 871(m) deemed-dividend rules are expected not to apply because the notes are not delta-one.

Investment thesis: The structure appeals to investors willing to trade equity risk for a capped, bond-like payoff if the S&P 500 does not fall more than 20% over four years. However, limited upside participation, full downside exposure beyond the 20% buffer, valuation discount and illiquidity should be weighed carefully against potential benefits.

Bank of Nova Scotia (BNS) is offering US$13.235 million of senior unsecured Contingent Income Auto-Callable Securities due 30-Jun-2028 linked to the common stock of Robinhood Markets, Inc. (HOOD). The notes are issued under BNS’ Senior Note Program, Series A and settle on 02-Jul-2025 (T+3).

Key economics

• Issue/Principal per note: $1,000; minimum investment one note.
• Contingent coupon: $50.00 per quarter (20% p.a.) paid only if the HOOD closing price on a determination date is ≥ the Downside Threshold Price (50% of the Initial Share Price); unpaid coupons accrue via a “memory” feature.
• Initial Share Price / Call Threshold Price: $83.03 (100% of initial).
• Downside Threshold Price: $41.515 (50% of initial).
• Automatic redemption: if HOOD ≥ Call Threshold Price on any of the first 11 quarterly observation dates, investors receive par plus the due coupon(s); after redemption no further payments are made.
• Maturity payment (if not called):
  • HOOD ≥ Downside Threshold → par plus due coupon(s).
  • HOOD < Downside Threshold → par x (Final/Initial price), exposing holders to a 1-for-1 downside; repayment may be <50% of par and could be zero.
• Scheduled observations: quarterly from 29-Sep-2025 to 27-Jun-2028; maturity 30-Jun-2028.

Fee & value disclosure

• Estimated value at pricing: $960.80, 3.9% below issue price due to sales commission ($17.50) and structuring fee ($5.00) paid to Morgan Stanley Wealth Management.
• Notes will not be listed; liquidity depends on Scotia Capital (USA) Inc. making a market but it is not obligated to do so.

Risk highlights

• Principal at risk. Investors may lose their entire investment if HOOD falls ≥50% at final observation.
• Conditional income. Coupons are not guaranteed; none are paid if HOOD stays below the 50% barrier.
• Credit risk. All payments depend on BNS’ ability to pay; the notes are senior unsecured and not CDIC-insured or bail-inable.
• Market & liquidity. No exchange listing, potentially wide bid/ask spreads, and value will reflect HOOD volatility, interest rates, time to maturity and BNS credit spreads.
• No upside participation. Investor return is capped at the received coupons; price appreciation of HOOD above par provides no additional benefit.

Underlying performance context

HOOD closed at $83.03 on 27-Jun-2025 (52-week high $84.52; low $16.42). Recent rapid appreciation increases coupon probability but also signals elevated volatility, raising the chance of large drawdowns that would forfeit coupons and erode principal.

Royal Bank of Canada (RY) is offering Capped Enhanced Return Buffer Notes linked to the EURO STOXX 50 Index, maturing 4 August 2027.

• Upside: Investors receive 300% of any positive index return, capped at 24-26% (exact cap set on the 31 July 2025 trade date).
• Downside protection: A 15% buffer applies. If the index closes down ≤15% at valuation (30 July 2027), principal is repaid in full. Losses begin on a 1-for-1 basis beyond the 15% decline.
• No coupons: The notes pay no periodic interest.
• Key economics: Initial estimated value expected at $926.50-$976.50 per $1,000 note, below the public offering price, reflecting dealer discount and hedging costs.
• Credit & liquidity risk: Repayment depends on RBC’s creditworthiness; secondary market may be illiquid.
• Tax & structural considerations: Uncertain U.S. tax treatment; notes may be accelerated upon change-in-law events; investors have no claim on index constituents nor direct euro exposure.

The offering is registered under SEC Reg. No. 333-275898; full terms appear in the preliminary pricing supplement and related prospectuses.