Bank Nova Scotia SEC Filings

The Bank of Nova Scotia (BNS) has filed a 424(b)(3) amended preliminary pricing supplement for a new market-linked structured product: Autocallable Fixed Coupon Trigger Notes linked to Amazon.com, Inc. (AMZN) common stock, maturing on August 10, 2026.

Key economic terms:

• Coupon: fixed monthly payment of $9.667 per $1,000 principal (0.9667% monthly; up to ~11.60% p.a.), payable until redemption or maturity.
• Automatic call: notes are redeemed at $1,000 plus the monthly coupon if AMZN’s closing price on any call observation date (Jan 2026 – Jul 2026, exact dates TBD) is ≥ the initial price set on the July 2, 2025 trade date.
• Principal repayment: if not called, investors receive $1,000 at maturity only when the final AMZN price is ≥ 70% of the initial price. If the final price is < 70%, repayment equals $1,000 × (1 + Reference Asset Return), exposing holders to a 1-for-1 downside beyond the 30% buffer and potential total loss of principal.
• Issue price & estimated value: offered at 100% of face value; Bank’s internal models estimate an initial value of $900–$930, reflecting structuring fees and the Bank’s internal funding rate.
• Credit & liquidity: senior unsecured obligations of BNS; not CDIC or FDIC insured; not exchange-listed. Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC act as dealers and may make a secondary market but are not obligated to do so.

Risk highlights: investors bear (1) BNS credit risk, (2) potential loss of up to 100% of principal if AMZN falls >30%, (3) price transparency and liquidity limitations, and (4) structural yield premium partly offset by a 7–10% issue-value discount and dealer spreads.

Form 144 Filing for Pinterest, Inc. (PINS) discloses a proposed insider sale by Benjamin Silbermann. The notice covers 102,083 Class A common shares, with an aggregate market value of $3,554,110. The seller intends to execute the transaction through Charles Schwab & Co. on or about 18 June 2025 on the NYSE. The amount equals roughly 0.02 % of the company’s 594,233,850 outstanding shares.

The filing also lists nine prior sales by the same insider during the past three months, totaling 1,129,187 shares and gross proceeds of approximately $36.99 million. The largest single block was 408,332 shares sold on 14 May 2025 for $13.54 million. All shares were originally acquired on 18 April 2019 as “Founders Shares” and are classified as a gift transfer for reporting purposes.

Rule 144 requires insiders to certify that they possess no undisclosed material adverse information at the time of filing. While the sale is relatively small versus total float, the cumulative volume of recent dispositions may draw investor attention to insider sentiment and potential stock-supply pressure.

On 18 June 2025, Omnicell, Inc. (OMCL) filed a Form S-8 to register 1,750,000 additional common shares for issuance under the company’s 2009 Equity Incentive Plan (as amended). The submission references ten earlier S-8 filings dating back to 2009 and incorporates by reference the company’s latest Form 10-K, Form 10-Q and several Form 8-Ks. Customary exhibits—legal opinion, auditor consent, filing-fee table and power of attorney—are included.

This is an administrative capital-markets filing; no new operating or financial data are provided. The registration expands the share reserve available for future equity awards to employees, officers and directors, supporting Omnicell’s long-term compensation strategy. While the move does not immediately change the share count, the issuance and eventual vesting of these awards may create modest dilution for existing shareholders.

• Shares registered: 1,750,000
• Plan affected: Omnicell, Inc. 2009 Equity Incentive Plan
• Principal executive offices: 4220 North Freeway, Fort Worth, TX 76137
• Legal counsel: Foley & Lardner LLP

The Bank of Nova Scotia (BNS) is marketing unsecured, unsubordinated Contingent Coupon Trigger Notes linked to the common stock of SoFi Technologies, Inc. (SOFI) under a Rule 424(b)(2) filing. The notes require a $10,000 minimum investment, carry a 18-month term and will not be listed on any exchange.

Investors may earn a fixed quarterly coupon of $633–$743 per $10,000 note (equivalent to 6.33%–7.43% quarterly or up to 25.32%–29.72% per annum) provided the SOFI closing price on each observation date is at least 80 % of the initial price (the coupon barrier). Coupons are not guaranteed; if the barrier is breached on an observation date, that quarter’s payment is zero.

At maturity: (i) if SOFI’s final price is ≥ 80 % of the initial price, holders receive principal plus the final coupon; (ii) if it is < 80 %, holders receive SOFI shares worth <80 % of principal, producing a negative return and forfeiting the final coupon. Accordingly, substantial loss of principal is possible.

The initial estimated value is $9,290–$9,590 per $10,000 note (92.9 %–95.9 % of issue price), reflecting BNS’s internal funding rate and hedging costs. Underwriting commissions are 1.12 %. Notes are subject to BNS credit risk and are not FDIC or CDIC insured. Settlement is expected on a T+5 basis, and secondary liquidity is not assured.

The Bank of Nova Scotia is offering Autocallable Contingent Coupon Trigger Notes linked to the VanEck4 Semiconductor ETF (SMH). The notes are senior, unsecured obligations that mature on 4 Nov 2026, unless automatically called on any quarterly observation date between January 2026 and July 2026.

Coupon mechanics: Investors receive a quarterly contingent coupon of at least 2.1875 % (≥ 8.75 % per annum) only if SMHs closing price on the relevant observation date is ≥ 70 % of the initial price. If triggered, the coupon equals the fixed amount multiplied by the number of observation dates to date, minus prior coupons.

Autocall feature: The notes are automatically redeemed at par plus the contingent coupon if SMH closes at or above the initial price on any observation date from January 2026 onward.

Downside scenario: If the final price on 30 Oct 2026 is < 70 % of the initial price, investors incur a loss matching the reference assets decline on a 1-for-1 basis, up to full principal loss, and no coupon is paid.

Key terms:

• Principal: $1,000 per note, minimum investment $1,000.
• Issue price: 100 % of principal; initial estimated value: $900–$940.
• Underwriting commission: up to 2.25 %.
• Trade date: 30 Jul 2025; Issue date: 4 Aug 2025 (T+3 settlement).
• No listing; secondary liquidity depends on dealer market-making.

Risks highlighted include: credit risk of the Bank, potential total loss of principal, valuation below issue price at inception, use of the Banks internal funding rate, and limited liquidity. The notes reference SMH price return only; investors receive no ETF dividends or shareholder rights.

Instrument: Bank of Nova Scotia (BNS) is offering unsecured, unsubordinated Capped Trigger Participation Notes linked to the S&P 500® Equal Weight Index (Bloomberg: SPW). The notes are issued under the Senior Note Program, Series A, CUSIP 06418VE42, and will not pay periodic interest.

Key Dates & Settlement: Trade date is expected on 31 Jul 2025; original issue date on 5 Aug 2025 (T+3); valuation date on 31 Jul 2028; and maturity on 3 Aug 2028. The notes will not be listed on any exchange, and investors should expect limited secondary liquidity.

Investment Mechanics:

• Initial level: Lowest closing level of SPW during a 3-month post-trade observation period.
• Final level: Closing level on the valuation date.
• Upside: 100 % participation in the positive price return of SPW, capped at an expected minimum $1,292.50 per $1,000 note (≈ +29.25 %).
• Downside protection: Principal is protected only if the final level is ≥ 80 % of the initial level. Below that 20 % trigger, loss is 1 % for each 1 % decline, up to total loss of principal.

Credit & Pricing: Repayment depends on BNS’s creditworthiness. Original issue price is 100 %, but the initial estimated value is only $890-$930 per $1,000, reflecting selling commissions (up to 1.20 %) and internal funding adjustments. Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC act as dealers and may engage in market-making subject to typical bid/ask spreads and conflicts disclosed in the “Supplemental Plan of Distribution.”

Risks Highlighted: Investors face (i) full downside exposure below the 80 % trigger, (ii) a hard upside cap that limits participation if SPW outperforms, (iii) no dividend or total-return component, (iv) limited liquidity, and (v) potential conflicts in pricing and estimated value. The notes are not insured by CDIC or FDIC.

Cost Structure: For each $1,000 note: original issue price 100 %, underwriting commissions up to 1.20 %, net proceeds to BNS ≥ 98.80 %.

Investor Suitability: The product targets investors who are moderately bullish on the equal-weight S&P 500® over three years, want some downside cushion, accept an upside cap, and can tolerate credit and liquidity risk.

Bank of Nova Scotia (BNS) is offering unsecured, unsubordinated Digital Notes linked to the worst performer of the S&P 500 Index (SPX) and the Russell 2000 Index (RTY). The preliminary terms call for a two-year tenor, with trade date expected 31 July 2025 and maturity 5 August 2027.

• Payout structure: For each US$1,000 principal amount, investors receive (i) the Maximum Payment Amount—set on the trade date and anticipated to be at least US$1,116.50 (≈ 11.65% digital return)—if the final level of both indices is at or above the respective initial level on the 2 Aug 2027 valuation date; or (ii) exactly US$1,000 if either index finishes below its initial level.
• No interim coupons; all cash flow occurs at maturity. The notes will not list on any U.S. exchange.
• Credit profile: Repayment depends solely on the creditworthiness of The Bank of Nova Scotia; the notes are not insured by CDIC or FDIC.
• Pricing economics: Original issue price is 100%, but the initial estimated value is only US$900–US$940, reflecting the bank’s internal funding rate, a structuring fee, and hedging costs. Underwriting commissions are up to 0.50% of face.
• Denomination & settlement: Minimum investment US$1,000; settlement expected T+3. CUSIP 06418VWU4.
• Risk highlights (per filing): downside participation is zero (principal protected only if held to maturity), upside is capped; secondary market liquidity is uncertain; valuations will incorporate dealer spreads and could be materially below issue price.

Prospective investors should review the extensive risk factors on pages P-14, PS-6 and S-2 of the referenced documents before purchase.

Overview: The Bank of Nova Scotia (BNS) is issuing senior, unsecured Series A Buffered Index-Linked Notes (CUSIP 06418VD27) tied to the price return of the S&P 500 Index. Denominated in $1,000 increments, the notes are expected to price on 30 Jul 2025, settle 4 Aug 2025 (T+3), and mature 4 Nov 2026.

Key Economic Terms:

• No coupons; all value is delivered at maturity.
• Upside: 100 % participation in index gains, capped at the Maximum Upside Payment set on the trade date, expected to be at least $1,090 per $1,000 note (≥ +9%).
• Buffer: If the S&P 500 declines ≤ 10 %, investors receive a positive return equal to the absolute value of that move.
• Downside: Beyond a 10 % fall, investors lose 1 % of principal for every additional 1 % decline, exposing up to 90 % loss of capital.
• Performance is measured only on the valuation date (30 Oct 2026); interim index moves do not affect payout.

Pricing & Distribution: Issue price is 100 %, with underwriting commissions of up to 2 %, resulting in ≥ 98 % net proceeds to BNS. The initial estimated value is $900–$940, below face, reflecting the bank’s internal funding rate, structuring fee and hedging costs, implying an up-front economic cost to investors. Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC are joint dealers; the notes will not be listed, and any secondary trading will be on a best-efforts basis.

Risk Highlights:

• Credit risk: Payment depends on BNS’s ability to pay; the notes are not CDIC or FDIC insured.
• Market risk: Up to 90 % principal loss if the S&P 500 falls more than 10 %.
• Valuation risk: Secondary price expected to open 6–10 % below issue due to embedded fees; further discounts likely from bid/ask spreads.
• Liquidity risk: No exchange listing; dealer market-making is discretionary.
• Structural complexity: Capped upside and asymmetric downside may not align with traditional equity return expectations.

Investor Considerations: The notes may suit investors comfortable with BNS credit exposure who seek modest, capped equity upside with a 10 % buffer and who can tolerate limited liquidity, no income, and potential large capital loss. Those expecting strong equity rallies or requiring principal protection beyond 10 % downside should evaluate alternatives.

Bank of Nova Scotia announces Market Linked Securities tied to a Defense Basket due July 21, 2028. The securities offer upside participation to a cap with partial principal protection. Key features include:

• Face amount of $1,000 per security with 90% principal protection ($900 minimum payment)
• Linked to an equally-weighted basket of defense stocks: Lockheed Martin (33.34%), Northrop Grumman (33.33%), and RTX Corporation (33.33%)
• Maximum return capped at at least 40% ($1,400 per security)
• 100% upside participation rate up to the cap
• Estimated value between $925.48-$955.48 per $1,000 face amount

Notable risks include: potential 10% principal loss, no periodic interest payments, limited returns due to cap, credit risk of the Bank, and sector concentration in defense industry. The securities will be distributed through Scotia Capital USA and Wells Fargo Securities with selling concessions up to 2.00%.