BANK OF NOVA SCOTIA SEC Filings

The Bank of Nova Scotia (BNS) is offering $2.766 million of Contingent Income Auto-Callable Securities due 16 July 2026 linked to the common stock of Amazon.com, Inc. (AMZN). The notes are senior unsecured obligations issued under BNS’ Senior Note Program, Series A, and carry principal-at-risk characteristics.

Key economic terms

• Issue price: $1,000 per note (minimum investment one note)
• Estimated value at pricing: $978.60 (reflects distribution & hedging costs)
• Contingent quarterly coupon: $28.70 per note (11.48% p.a.) payable only if AMZN’s closing price on the relevant determination date is ≥ $168.765 (75 % of initial share price); missed coupons may be recovered later via the memory coupon feature.
• Initial & call threshold price: $225.02 (100 %)
• Downside threshold price: $168.765 (75 %)
• Early redemption: automatic on any of the three quarterly determination dates before maturity if AMZN ≥ $225.02; investors receive principal plus current and unpaid coupons.
• Maturity payment scenarios:
  • AMZN ≥ $168.765 – principal plus any due coupons.
  • AMZN < $168.765 – physical delivery of AMZN shares equal to the exchange ratio ($1,000 ÷ $225.02 ≈ 4.4441), plus cash for fractional shares; value could fall to zero.
• Determination dates: 13 Oct 2025, 12 Jan 2026, 13 Apr 2026, 13 Jul 2026 (final).

Risk highlights

• Total loss risk: investors bear full downside of AMZN below the 75 % barrier, potentially forfeiting entire principal.
• Credit risk: all payments depend on BNS’ ability to perform.
• Limited liquidity: no listing; secondary trading solely at dealer discretion (Scotia Capital).
• Valuation gap: initial estimated value is 2.1 % below issue price, illustrating embedded fees.
• Call risk: early redemption shortens investment horizon and caps returns.
• Tax treatment: notes expected to be treated as prepaid derivatives; coupon income taxable as ordinary income; characterization not certain.

The security suits investors seeking above-market coupon potential, who are comfortable with single-stock exposure, credit risk of BNS, limited upside participation and the possibility of receiving depreciated AMZN shares at maturity.

Offering overview The Bank of Nova Scotia (BNS) is marketing US$12.343 million of Contingent Income Auto-Callable Securities due 14 July 2028 linked to the common stock of Robinhood Markets, Inc. (ticker HOOD UW). Each US$1,000 note is senior unsecured, issued under BNS’ Series A programme and settles T+3 on 16 July 2025.

Income mechanics A quarterly contingent coupon of US$51.25 (20.50 % p.a.) is paid only if HOOD’s closing price on the relevant determination date is at least the downside threshold of US$49.17 (50 % of the initial US$98.34). A “memory” feature allows missed coupons to accrue and be paid once the threshold is next satisfied.

Auto-call feature If on any observation date (other than the final one) HOOD closes at or above the call threshold of US$98.34 (100 % of the initial price) the note is automatically redeemed for par plus the applicable coupon (and any accrued coupons). Early redemption could occur as soon as 16 Oct 2025, shortening the investment horizon to roughly three months.

Principal repayment scenarios

• If the note is called: investors receive par + coupon; no further payments.
• If not called and HOOD ≥ US$49.17 at maturity: investors receive par + final (and any accrued) coupons.
• If HOOD < US$49.17 at maturity: repayment is par × (final/initial); loss is 1-for-1 with equity decline and could reach 100 %.

Key risks No principal protection; dependence on a single, high-beta equity; 1-for-1 downside below the 50 % barrier; credit risk of BNS; unlisted note with discretionary market-making; issue price of US$1,000 embeds US$22.50 in selling/structuring fees and exceeds the estimated fair value of US$964.23.

Investor profile Appropriate for investors seeking high conditional income, who are moderately bullish to range-bound on HOOD, can tolerate full loss of capital and accept BNS credit exposure. Unsuitable for investors needing principal protection, dividends, or reliable liquidity.

Key dates Pricing: 11 Jul 2025; first observation: 13 Oct 2025; coupons/auto-call dates quarterly thereafter; maturity: 14 Jul 2028.

Tax & regulatory Expected U.S. treatment: prepaid derivative; coupons taxed as ordinary income. Not CDIC- or FDIC-insured; not bail-inable.

The Bank of Nova Scotia (NYSE: BNS) is marketing five-year Capped Buffered Return Notes linked to the price return of the S&P 500 Index, scheduled to price on July 28 2025 and mature on August 1 2030. The securities are senior, unsecured obligations and all cash flows are subject to the Bank’s credit risk.

Key economic terms

• Principal Amount: $1,000 per Note; minimum investment $1,000.
• Upside Participation: 1:1 on any positive Reference Asset Return, capped by a Maximum Return of at least 67.50 % (final rate set on Trade Date). Maximum payment therefore equals ≤ $1,675 per Note.
• Downside Protection: 15 % Buffer. Investors receive full principal back if the S&P 500 final level is down ≤ 15 %. Below that, loss is linear; worst-case repayment equals $150 (-85 %).
• No periodic coupons and no interim principal repayments.
• Issue price 100 % of face; estimated value $908.59–$938.59, reflecting dealer discount (up to 3.50 %) and hedging costs.
• Liquidity: not listed; Scotia Capital (USA) Inc. may make a market but is not obliged to do so.
• Credit ranking: pari passu with BNS’s other senior unsecured debt; not CDIC/FDIC insured; not bail-inable.
• Tax call: the Bank may redeem early only upon specified adverse tax changes.

Investment profile

The structure suits investors who expect the S&P 500 to be flat-to-moderately positive over the next five years, seek partial downside protection, can forgo dividends, accept a hard cap on upside, and are comfortable with BNS credit risk and limited liquidity. The 15 % Buffer offers conditional protection, yet the initial estimated value shows an immediate 6–9 % “premium” embedded in the price. If the index rises more than roughly 67.5 %, holders surrender excess gains. If it falls more than 15 %, capital erosion accelerates 1-for-1 down to an 85 % maximum loss.

Risk highlights

• Credit exposure to BNS throughout the term.
• Capped upside versus direct equity exposure.
• No income; total return entirely realized at maturity.
• Secondary market, if any, expected to trade at a discount because of dealer spread and model value.
• Complex U.S./Canadian tax treatment; potential Section 871(m) and FATCA considerations for non-U.S. holders.

Cost and conflicts

Scotia Capital, an affiliate of the issuer and calculation agent, will receive underwriting compensation and may engage in hedging and market-making activities, creating potential conflicts of interest and price impacts.

The Bank of Nova Scotia (BNS) is marketing senior unsecured Trigger Autocallable Notes linked to the Nasdaq-100 Index (NDX). The preliminary terms outline a five-year structure (trade date 18 Jul 2025, maturity 23 Jul 2030) with quarterly observation dates beginning after the first year. The note is automatically called if NDX closes at or above the initial level (the call threshold) on any observation date. If called, investors receive the principal plus a fixed ‘call return’; the return accrues at 7.80 % – 8.45 % per annum and rises from 7.80 % after one year to a maximum 39 % at final maturity.

• Face amount: $10 per note; minimum purchase 100 notes ($1,000).
• Downside threshold: 75 % of the initial NDX level. If the notes are not called and NDX closes below this barrier on the final valuation date, principal is reduced one-for-one with the index decline; investors could lose their entire investment.
• Credit exposure: Payments depend solely on BNS’s ability to pay; the notes are not CDIC or FDIC insured and are not bail-inable under Canadian law.
• Estimated value: $9.27 – $9.57, below the $10 issue price, reflecting structuring and distribution costs and BNS’s internal funding rate.
• Distribution: Scotia Capital (USA) will sell to UBS at a $0.25 per-note discount; both firms may act as market makers but are not obliged to provide liquidity.

Key risk factors highlighted by the issuer include: (i) loss of principal if the downside threshold is breached at maturity; (ii) no periodic interest; (iii) limited secondary market and potential bid-ask concessions; (iv) early call reinvestment risk; (v) valuation and hedging conflicts of interest; (vi) tax uncertainty for both U.S. and non-U.S. holders.

Investor profile: the notes suit investors who expect NDX to stay flat or rise modestly, are comfortable with equity-linked downside, can tolerate illiquidity, and are willing to rely on BNS credit. They are unsuitable for investors seeking full principal protection, dividend participation, or unlimited upside.

Overall, the product offers a clearly defined, capped return path in exchange for significant downside and credit risk—effectively transforming equity exposure into a fixed call payoff profile funded at a small discount to par.