Bank of Nova Scotia SEC Filings

The Bank of Nova Scotia (BNS) is offering Series A senior unsecured Autocallable Fixed Coupon Trigger Notes linked to the common stock of Advanced Micro Devices, Inc. (AMD). The notes are expected to price on 1 Aug 2025, settle on 6 Aug 2025 (T+3) and mature on 8 Sep 2026 unless called earlier.

Key economic terms

• Principal amount: $1,000 per note (minimum investment $1,000)
• Coupon: $8.792 per $1,000 monthly (0.8792% ≈ 10.55% p.a.) paid until the earlier of maturity or automatic call
• Automatic call: If AMD’s closing price on any observation date (7 dates from Feb 3 to Aug 3 2026) is ≥ the initial price, investors receive $1,000 + accrued coupon on the next payment date and no further payments
• Trigger price: 60% of initial price (downside buffer 40%)
• Payment at maturity if not called:
  • AMD ≥ 60% of initial → return of principal + final coupon
  • AMD < 60% → delivery of AMD shares worth <60% of principal (share delivery amount = $1,000 ÷ initial price); substantial or total loss possible
• Estimated value: $900–$930 (7-10% below issue price)
• Fees: Selling commissions up to 1.50% and structuring fee up to 0.65%; underwriting spread up to 2.15%
• CUSIP/ISIN: 06418VF74 / US06418VF748
• Listing: None; notes are expected to be illiquid

Investment considerations

• The 10.55% headline coupon is attractive relative to conventional BNS debt but compensates investors for equity downside risk in AMD and the credit risk of BNS.
• The automatic call feature could shorten the investment to as little as six months after the first observation date, limiting income but returning capital early if AMD performs well.
• If AMD falls more than 40% from the initial price at final valuation, investors are exposed to direct equity risk via physical delivery of AMD shares, potentially losing most or all of their principal.
• The initial estimated value reflects embedded fees and BNS’s internal funding rate, meaning investors start with an immediate mark-to-market deficit.
• No dividend entitlement, voting rights, or exchange listing; secondary market, if any, will depend on Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC.

Risk highlights

• Unsecured, unsubordinated obligation of BNS; not CDIC or FDIC insured.
• High fees and a bid/ask spread are likely to depress any secondary market price.
• Complex payoff profile; performance depends on AMD volatility, market events, and potential calculation-agent adjustments.

The Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities linked to the common stock of GE Vernova Inc. (GEV UN). Each unlisted note has a $1,000 stated principal amount, a three-year tenor (pricing: 18-Jul-2025; maturity: 21-Jul-2028) and is issued under BNS’s Senior Note Program, Series A.

Income profile: On each quarterly determination date, holders receive a $31.25 coupon (12.50% p.a.) provided the underlying closes at or above the 50% downside threshold. Thanks to a “memory” feature, missed coupons are paid on a later date if the threshold is subsequently met.

Auto-call: If GEV trades at or above its initial price (100% call threshold) on any quarterly observation before the final date, the note is automatically redeemed at par plus the applicable coupon(s), terminating future payments.

Principal repayment: • At maturity, if GEV is ≥ 50% of the initial price, investors receive par plus the final and any unpaid coupons. • If GEV is < 50%, repayment equals par multiplied by the share-performance factor, exposing investors to losses of more than 50% and potentially total loss.

Secondary considerations: The estimated value on the pricing date is $936.28-$966.28, below the issue price, reflecting upfront selling commission of $22.50 (2.25%) and structuring costs. The notes are senior unsecured obligations of BNS and carry its credit risk. They will not be listed, so liquidity relies on the issuer’s discretionary market-making.

Key risks highlighted include principal-at-risk, coupon deferral or non-payment, reinvestment risk if called, limited trading history for GEV, and uncertain U.S./Canadian tax treatment.

Bank of Nova Scotia (BNS) is marketing senior unsecured Contingent Income Auto-Callable Securities (Series A) linked to the common stock of Palantir Technologies Inc. (PLTR). The preliminary terms outline a three-year note (pricing date 18-Jul-2025, maturity 21-Jul-2028) with a $1,000 stated principal amount and the following key mechanics:

• Contingent quarterly coupon: $47.50 per note (19.00% p.a.) paid only when PLTR’s closing price on a determination date is ≥ 50% of the initial share price (“downside threshold”). A “memory” feature accrues missed coupons for later payment if the threshold is subsequently met.
• Automatic redemption (“auto-call”): If PLTR closes ≥ 100% of the initial share price (“call threshold”) on any quarterly determination date other than the final one, the note is redeemed for (i) principal + (ii) the current coupon + any unpaid memory coupons. Investors then forgo further payments.
• Principal at risk: At maturity, if the final share price is < 50% of the initial share price, investors receive principal multiplied by the share performance factor (final ÷ initial), exposing them to a 1-for-1 downside—potentially down to $0.
• No upside participation: Investors do not benefit from stock appreciation beyond receiving coupons; total return is coupon-driven.
• Credit exposure: Payments rely solely on BNS’s ability to pay; the notes are unsecured and unsubordinated. Estimated fair value at pricing (≈ $937.41–$967.41) is below the $1,000 issue price, reflecting selling and hedging costs.
• Liquidity & listing: The securities will not be listed on an exchange; secondary market making, if any, will be by Scotia Capital (USA) Inc. at its discretion.
• Underlying stock snapshot (09-Jul-2025): Price $143.13; 52-week range $24.09–$144.25. Historical data show significant volatility, a driver of the high coupon.

Investor implications: The structure targets yield-oriented investors willing to assume (1) high equity volatility, (2) potential loss of up to 100% of principal, (3) BNS credit risk, and (4) limited liquidity. The 19% headline coupon reflects these risks. Early redemption risk also creates reinvestment uncertainty. Prospective buyers should evaluate the trade-off between the elevated coupon and the substantial downside & credit exposures.

Bank of Nova Scotia (BNS) has filed a Free Writing Prospectus for Contingent Income Auto-Callable Securities linked to the common stock of Tesla, Inc. (TSLA), maturing on 21 Jul 2028. The notes are senior unsecured obligations of BNS and therefore subject to the bank’s credit risk.

Economic terms

• Denomination: $1,000 per note; minimum investment one note.
• Contingent coupon: $36.30 quarterly (14.52% p.a.) paid only if TSLA closes ≥ the 50 % downside threshold on the relevant determination date; missed coupons may be recovered later under the memory feature.
• Auto-call: If TSLA closes ≥ 100 % of the initial price on any quarterly determination date (other than final), the note is redeemed early for principal plus any due coupons.
• Payment at maturity: • If final price ≥ downside threshold, investors receive principal plus coupon(s). • If final price < downside threshold, repayment equals principal × (final/initial price), exposing investors to losses down to 0 % of principal.
• Pricing date: 18 Jul 2025; issue date: 23 Jul 2025.
• Estimated value: $937.95–$967.95 (3.2 %–6.2 % below issue price); commission: $22.50 per note.
• Notes will not be listed on an exchange; secondary liquidity, if any, will be limited and based on dealer pricing.

Key risks highlighted

• Full principal loss if TSLA falls more than 50 % by final determination.
• Coupons are contingent; investors may receive none.
• No upside participation: returns capped at received coupons.
• Credit risk of BNS; product is senior unsecured debt.
• Limited liquidity and estimated value below issue price.
• Tax treatment uncertain under U.S. and Canadian law.

Investors seeking high current income must weigh the attractive 14.52 % coupon against significant downside and liquidity risks.