Bank Nova Scotia SEC Filings

Bank of Montreal (Series K) Digital Return Barrier Notes – key take-aways

The free-writing prospectus covers up to US$[ ] of two-year, senior unsecured notes that settle 05-Aug-2025 and mature 05-Aug-2027. The notes are linked to the worst performer of the S&P 500 Index (SPX) and the Russell 2000 Index (RTY) and pay no coupons.

• Digital payoff: If, on the 02-Aug-2027 valuation date, the least-performing index is ≥70 % of its 31-Jul-2025 initial level, holders receive principal plus a fixed 16 % return.
• Barrier risk: If the least-performing index closes <70 % of its initial level, redemption equals principal + (principal × percentage change), exposing investors to 1:1 downside all the way to a full loss.
• Credit & liquidity: The notes are unsecured obligations of Bank of Montreal, are not CDIC/FDIC-insured and will not be listed. Secondary liquidity depends solely on BMO Capital Markets (BMOCM).
• Pricing economics: Price to public is 100 % with up to 1 % selling concession. The estimated initial value is $975.50 per $1,000 (minimum $925.00), implying an initial value discount of roughly 2.5–7.5 % versus issue price.
• Denominations & identifiers: $1,000 minimum; CUSIP 06376ENZ1.

Risk highlights

• Capped upside at 16 % irrespective of index gains.
• Full principal loss possible if the worst index falls ≥100 %.
• Exposure to small-cap volatility via RTY and to large-cap market moves via SPX.
• Complex tax treatment – issuer assumes prepaid-derivative characterization but IRS could differ.
• Potential conflicts and hedging activity by BMO and affiliates may influence index levels and secondary pricing.

Overall, the structure suits investors willing to trade 30 % downside protection for a capped 16 % two-year return, while accepting issuer credit risk and limited liquidity.

Barclays Bank PLC is offering $1.149 million of Capped Barrier Digital Plus Notes due 31-Dec-2026 linked to the common stock of PayPal Holdings, Inc. (PYPL). The notes are unsecured, unsubordinated debt and pay no coupons. At maturity investors will receive:

• If PYPL closes at or above the 70% barrier ($51.22): $1,000 plus the higher of (a) a fixed 10% digital return or (b) PYPL’s price return capped at a Maximum Return of 33.15%. The maximum redemption value is therefore $1,331.50 per $1,000.
• If PYPL closes below the barrier: delivery of 13.66680 PYPL shares (or cash equivalent), exposing holders to the full downside of the stock and potential 100% principal loss.

Key economic terms:

• Initial PYPL value: $73.17 (26-Jun-2025)
• Barrier: $51.22 (70% of initial)
• Digital percentage: 10%
• Maximum Return: 33.15%
• Issue price: 100%; estimated value: 98.7% ($987)
• Agent commission: 1.50%; net proceeds to issuer: 98.50%

Risk highlights include potential complete loss of principal if PYPL falls >30%, no interim income, limited upside, valuation and liquidity risks, U.K. bail-in power, and Barclays credit risk. The notes will not be listed, and secondary market making is discretionary.

The Preliminary Pricing Supplement describes a new structured note issuance by Bank of Nova Scotia (BNS) under its Senior Note Program, Series A. The Autocallable Trigger Notes are three-year, U.S.-dollar denominated, unsecured, unsubordinated debt securities linked to the Nasdaq-100 Index (NDX) and the Russell 2000 Index (RTY). Key commercial terms are expected to be set on the trade date of 31 Jul 2025, with settlement on 5 Aug 2025 (T+3) and maturity on 5 Aug 2027.

• Automatic call: If on the single call observation date (31 Jul 2026) the closing level of each index is ≥ its initial level, the notes are redeemed early at principal + a ≥13.15 % call premium.
• Upside at maturity: If not called and the final level of both indices exceeds the initial level, investors receive 250 % participation on the least-performing index.
• Principal protection: None. If the least-performing index closes <75 % of its initial level on the valuation date (2 Aug 2027), investors lose 1 % of principal for every 1 % decline, up to 100 % loss.
• Trigger level: 75 % of each index’s initial level.
• Initial estimated value: BNS expects $900–$940 per $1,000 note, reflecting dealer fees (up to 0.80 %), hedging costs and the bank’s internal funding rate; this is below the 100 % issue price.
• Liquidity & listing: The notes will not be listed. Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC may act as market-makers but are not obligated to do so.
• Credit considerations: Payments rely solely on BNS’s credit; the securities are not CDIC or FDIC insured and rank pari passu with other senior unsecured debt.

For BNS, the transaction represents routine structured-note funding with limited balance-sheet impact; for investors, it offers a short-dated, equity-linked payoff profile combining a capped autocall yield, leveraged upside and significant downside risk should either equity benchmark fall ≥25 % over the term.

Bank of Nova Scotia (BNS) is marketing senior unsecured Market-Linked Securities (CUSIP 06418VZR8) that mature on 27 Jul 2029 and are linked to the worst performer among the S&P 500, Russell 2000 and EURO STOXX 50 indices.

• Contingent coupon: paid quarterly at a rate of ≥9.00% p.a. only when the worst index closes at least 70 % of its starting level.
• Auto-call: from Jan 2026 through Apr 2029, notes are redeemed at par plus coupon if the worst index is at or above its starting level on any observation.
• Downside protection: at maturity investors receive full principal unless the worst index has fallen more than 30 %; below that threshold, loss mirrors the decline (e.g., −45 % index performance ⇒ $450 per $1,000).
• Issue economics: Offer price $1,000; estimated fair value $916.58–$946.58 (92–95 % of par) after factoring in dealer spread up to 2.575 % and hedging costs.
• Credit risk: payments depend solely on Bank of Nova Scotia; notes rank pari passu with other senior unsecured debt and are not CDIC/FDIC-insured.
• Liquidity: no exchange listing; secondary prices likely below par and influenced by fees and hedging unwind costs.
• Key dates: Pricing 31 Jul 2025, Issue 5 Aug 2025, quarterly observation dates on the 24th of Jan/Apr/Jul/Oct; maturity 27 Jul 2029.

The product targets yield-seeking investors willing to accept equity-index volatility, limited liquidity and potential loss of >30 % principal in exchange for enhanced income and early-redemption potential.

Bank of Montreal (BMO) is offering US$2.528 million of Senior Medium-Term Notes, Series K, Autocallable Barrier Notes with Contingent Coupons that mature on July 3, 2028. The notes are unsecured and unlisted, expose investors to BMO credit risk and are linked to the worst performer among three NYSE-listed equities: Walt Disney Co. (DIS), Devon Energy Corp. (DVN) and Capital One Financial Corp. (COF).

Income profile. Investors receive a monthly Contingent Coupon of 1.2083% (≈14.5% p.a.) only if, on each Observation Date, every Reference Asset closes at or above its Coupon Barrier (50% of its initial level). Missed coupons are not recoverable.

Autocall feature. Beginning December 30, 2025, if all three stocks close at or above their respective Initial Levels (100%), the notes are automatically redeemed at par plus the scheduled coupon, ending further cash-flows.

Principal at risk. If the notes are not called and any stock finishes below its 50% Trigger Level on the June 28, 2028 Valuation Date, principal repayment is reduced 1:1 with the downside of the worst-performing stock, potentially to zero.

Key economic terms.

• Initial Levels: DIS $121.46; DVN $32.48; COF $210.51
• Coupon/Trigger/Barrier Levels: 50% of each Initial Level
• Issue price: 100% of face value; Agent commission 1.50%
• Estimated initial value: $965.74 per $1,000 (3.4% discount to offer price)
• Minimum denomination: $1,000; CUSIP 06376ELK6

Risk highlights. Investors face (1) full downside exposure below the 50% trigger, (2) uncertainty of coupon payments, (3) liquidity risk because the notes are unlisted and market-making is discretionary, (4) potential conflicts of interest as BMO and affiliates hedge and determine valuations, and (5) tax uncertainty; the notes are to be treated as prepaid contingent income-bearing derivative contracts for U.S. tax purposes.

Suitability. The structure targets yield-seeking investors who can tolerate equity risk to three specific stocks, accept potential loss of principal, and do not require secondary-market liquidity. It is not a proxy for direct equity ownership and offers no participation in stock upside above par.

Eagle Capital Growth Fund, Inc. (GRF) – Form 4 Insider Transaction

President & CEO and Director Luke E. Sims reported an open-market purchase of 4,500 GRF common shares on 26-Jun-2025 at an average price of $9.7313 per share (transaction code P). The total consideration is roughly $43,800.

Following the trade, Sims directly owns 290,885 shares and indirectly, through his spouse, controls an additional 11,389 shares, bringing his aggregate reported beneficial ownership to about 302,274 shares.

The filing notes that the indirect holdings are disclaimed for beneficial-ownership purposes under Section 16; nonetheless, the purchase increases the insider’s direct stake by approximately 1.6% versus his prior direct holdings (assuming 286,385 shares beforehand). No derivative securities were reported.

Because the purchase was made on the open market and not under a 10b5-1 plan, it may reflect personal conviction in GRF’s valuation. While the dollar amount is modest relative to typical institutional volumes, insider buying by the top executive is often interpreted as a confidence signal for minority shareholders.

The Bank of Nova Scotia (BNS) is offering senior unsecured Market-Linked Securities (Series A) that are auto-callable, pay a contingent quarterly coupon of at least 12.50% p.a., and expose investors to the lowest performer among three sector ETFs: Communication Services Select Sector SPDR, Energy Select Sector SPDR, and Technology Select Sector SPDR.

Key economic terms

• Face amount: $1,000 per note; denominations of $1,000.
• Pricing date: 31 Jul 2025; issue date: 5 Aug 2025; stated maturity: 27 Jul 2028 (approx. 3 years).
• Contingent coupon is paid only if, on each quarterly calculation day, the lowest-performing ETF closes ≥ 75% of its starting price (the coupon threshold).
• Automatic call: from the second calculation day (Jan 2026) onward, if the lowest-performer closes ≥ its starting price, investors receive face value plus the coupon and the note terminates early.
• Principal at risk: at maturity, if not called and the lowest-performer is < 70% of its starting price, redemption equals $1,000 × performance factor, resulting in losses greater than 30% and up to 100% of principal.
• Estimated value at issue: 92.23% – 95.23% of face, reflecting dealer spread, hedging costs and BNS funding.
• CUSIP: 06418VZN7; calculation agent: Scotia Capital Inc.

Risk highlights

• No fixed interest; coupons may be skipped for a single poor-performing ETF.
• Full downside exposure below the 30% buffer; no participation in upside of any ETF.
• Credit risk of BNS; secondary-market liquidity likely limited and at a discount.
• Conflicts of interest from hedging and distribution fees (up to 2.575% selling concession).
• Tax treatment uncertain for both U.S. and Canadian investors.

The product targets yield-seeking investors comfortable with sector concentration, issuer credit risk and principal loss potential beyond a 30% buffer. It is not FDIC-insured and should be evaluated alongside the full preliminary pricing supplement and prospectus.

Collective Audience Inc. ("CAUD") has filed a Preliminary Proxy Statement (Form PREM14A) seeking stockholder approval for a transformative divestiture. The Company proposes to sell 100% of The Odyssey S.A.S. (dba “BeOp”) and its 51% interest in DSL Digital LLC to NYIAX Marketing and Advertising Solutions, Inc., a wholly-owned subsidiary of NYIAX, Inc. Gregg Greenberg, the remaining 49% owner of DSL, will concurrently sell his interest. The transaction (the “Subsidiary Sale”) constitutes the disposition of substantially all of CAUD’s operating assets other than the DLQ business unit.

Consideration structure. NYIAX will issue shares equal to 49% of its fully-diluted common stock post-closing (“Consideration Shares”). Allocation:

• CAUD – 71.63% of Consideration Shares (35.1% of NYIAX on a fully-diluted basis)
• Gregg Greenberg – 18.37% (9% of NYIAX fully-diluted)
• 10% escrowed as Holdback Shares for indemnification.

Key proposals and vote requirements. Stockholders will vote on (1) approval of the Subsidiary Sale and (2) authority to adjourn the meeting to solicit additional proxies if necessary. Proposal 1 requires affirmative votes from a majority of all outstanding CAUD common shares; abstentions, failures to vote, and broker non-votes count as “AGAINST.” Proposal 2 requires a majority of votes cast.

Strategic rationale. The Board cites persistent operating losses, limited access to capital, overlapping technology with NYIAX, and the opportunity to relieve CAUD of BeOp and DSL liabilities while retaining upside through an equity stake in NYIAX. The Board unanimously recommends voting “FOR” both proposals.

Principal terms and conditions. Closing is targeted for Q3 2025, subject to extensive mutual representations, regulatory and third-party consents, no material adverse changes, and satisfactory completion of due diligence. The agreement contains a strict no-solicitation clause and provides customary termination rights, including a July 31 2025 outside date. A two-year survival period applies to most reps & warranties; indemnity claims are capped by the 10% share holdback.

Risks highlighted. • Uncertainty in valuing illiquid NYIAX stock. • No immediate cash inflow to fund residual DLQ operations. • Lock-up limits liquidity. • Failure to obtain stockholder approval or satisfy closing conditions terminates the deal, potentially harming CAUD’s financial position. • CAUD forfeits future upside from BeOp and DSL beyond its indirect NYIAX stake.

Bank of Nova Scotia (BNS) is offering senior unsecured Market Linked Securities that combine contingent quarterly coupons, an auto-call feature and contingent downside principal at risk. The notes, issued at $1,000 face value and maturing on 27 July 2028, are linked to the lowest performing of three sector ETFs: Communication Services, Energy and Technology Select Sector SPDR Funds.

• Contingent coupon: at least 12.50% p.a., paid quarterly only if the worst-performing ETF closes ≥ 75 % of its starting price on the relevant calculation day.
• Auto-call: from January 2026 through April 2028 the notes are automatically redeemed at par plus the coupon if the worst ETF closes ≥ 100 % of its starting price on any quarterly observation date.
• Principal repayment: if not called, investors receive par at maturity only when the worst ETF closes ≥ 70 % of its starting price on the final observation date; otherwise repayment equals par × performance factor, exposing investors to > 30 % loss and up to 100 % downside.
• Estimated value: BNS estimates 92.23 %–95.23 % of face, reflecting dealer spread and hedging costs.
• Distribution: Scotia Capital (USA) sells to Wells Fargo Securities at a 2.575 % discount; total dealer compensation may reach $25.75 per note.
• Credit risk & liquidity: payments depend on BNS credit; notes are not FDIC- or CDIC-insured and are not exchange-listed, limiting secondary-market liquidity.

Investors forgo dividends on the ETFs and any upside beyond coupons, while assuming sector concentration and issuer credit risk.