Bank Nova Scotia SEC Filings

The Bank of Nova Scotia (BNS) is offering Dual Directional Capped Buffered Notes linked to the price return of the S&P 500 Index, maturing July 1, 2027. The unsecured senior notes carry the full credit risk of BNS, pay no interim coupons, and will be issued on or about July 2, 2025 (T+3) with a minimum investment of $10,000.

Return profile: (i) If the index finishes at or above its June 27 Trade-Date level, investors receive the index’s positive performance, capped at a Maximum Upside Return of at least 14.46 %; (ii) if the index declines by up to 25 %, investors receive a positive return equal to the absolute decline (e.g., −10 % index equals +10 % note return, up to $1,250 cap); (iii) below the 25 % buffer, principal loss accelerates at a 1.3333 × rate, exposing holders to as much as a 100 % loss of principal.

Pricing & costs: Original Issue Price is 100 % of face; placement-agent fees equal 1.50 % (waived for fiduciary accounts). The initial estimated value is $949.22–$979.22 per $1,000, reflecting BNS’s internal funding rate, structuring and hedging costs—meaning investors pay a premium over fair value. The notes will not be listed, and secondary liquidity depends on Scotia Capital (USA) Inc., which is not obligated to make markets.

Key risks: capped upside, potential full principal loss beyond the 25 % buffer, credit risk of BNS, secondary-market and valuation risk, and lack of dividend participation. The notes suit investors comfortable exchanging dividend yield and unlimited upside for a limited buffer and a defined, albeit capped, payoff over a two-year horizon.

The Bank of Nova Scotia (BNS) is marketing senior unsecured Trigger Autocallable Notes linked to the Nasdaq-100 Index (NDX) with a scheduled maturity on 1 July 2030. The notes will be issued at $10 per unit with a minimum purchase of 100 units and will settle on 30 June 2025. Observation dates occur quarterly, but the notes are not callable until 12 months after issuance.

Automatic call mechanics: if on any observation date the NDX closing level is at or above its initial level (the “call threshold”), BNS will redeem the notes for the call price—principal plus a call return that accrues at an annual rate of 8.50%–9.10%, increasing the longer the notes remain outstanding. Once called, no further payments are due.

Principal repayment contingent on index performance: If the notes are not called, and on the final valuation date (26 June 2030) the NDX is at or above the downside threshold of 75 % of the initial level, investors receive only their principal back. If the NDX finishes below that threshold, repayment is reduced dollar-for-dollar with the index decline, exposing investors to up to a 100 % loss of principal.

Key risk disclosures: • No guaranteed positive return unless the notes are called. • Full market-linked downside below the 75 % barrier. • Credit exposure to BNS—payments depend entirely on the bank’s ability to meet its obligations. • The product is not listed on any exchange and may be illiquid. • The initial estimated value is $9.59–$9.89, below the $10 issue price, and the underwriting discount is $0.25 per note.

The offer is made under BNS’s shelf registration (No. 333-282565) via prospectus and supplements all dated 8 November 2024. Neither the SEC nor Canadian deposit insurers have approved the notes. Investors are urged to review the extensive risk factors referenced in the accompanying documents.

The Bank of Nova Scotia (BNS) has filed a preliminary 424(b)(2) pricing supplement for Autocallable Fixed Coupon Trigger Notes linked to the common stock of Amazon.com, Inc. (AMZN). The unsecured, unsubordinated notes have a scheduled maturity of 10 August 2026 but may be automatically called as early as January 2026 if AMZN’s closing price is at or above the initial price set on the expected trade date of 3 July 2025.

Investors will receive a fixed monthly coupon of $9.667 per $1,000 principal (0.9667% p.m.; ≈11.60% p.a.) for each month the notes remain outstanding. Upon an automatic call, holders receive $1,000 principal plus the accrued coupon on the related payment date and no further coupons.

If the notes are not called, repayment at maturity depends on AMZN’s performance:

• Principal returned in full if the final price is ≥70 % of the initial price.
• Downside exposure 1-for-1 if the final price is <70 % of the initial price, resulting in losses up to 100 % of principal.

The initial estimated value is $900–$930 per $1,000, reflecting model-based pricing and the Bank’s internal funding rate. Underwriting commissions are up to 0.65 %, with net proceeds to the Bank of at least 99.35 %. The notes will not be listed on any exchange, are not CDIC/FDIC insured, and are subject to both market risk tied to AMZN and the credit risk of BNS.

Minimum investment is $1,000 in $1,000 increments. The offering is distributed by Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC, which may also engage in market-making transactions after issuance.

Bank of Nova Scotia (BNS) is marketing unsecured structured notes linked to a five-index international equity basket. The “Capped Buffered Enhanced Participation Basket-Linked Notes” deliver 250% upside participation in the basket return, but gains are limited by a maximum payment of approximately $1,256.50-$1,301.50 per $1,000 principal (25.65%-30.15% cap).

The equally timed basket is weighted 38% EURO STOXX 50, 26% TOPIX, 17% FTSE 100, 11% Swiss Market Index, and 8% S&P/ASX 200. The initial basket level is set to 100 on the trade date; the final basket level is determined on a valuation date roughly 23-26 months later. If the basket rises, investors receive principal plus 2.5× the basket return up to the cap. If the basket falls ≤15%, principal is protected. Losses begin beyond the 15% buffer at an accelerated rate of 1.1765% for every 1% decline, exposing investors to up to 100% loss.

No coupons are paid, and notes will not be listed on any exchange, limiting liquidity. The initial estimated value is $944.10-$974.10, below the $1,000 issue price, reflecting the Bank’s internal funding rate and hedging costs. Underwriting commissions are 0%, and minimum subscription is $1,000 (multiples thereof). Credit exposure is solely to Bank of Nova Scotia; the notes are not CDIC or FDIC insured.

Settlement is expected five business days after pricing (T+5). Scotia Capital (USA) Inc., an affiliate, will distribute the notes and may act as a market-maker, creating potential conflicts of interest.

Offering Overview: The Bank of Nova Scotia ("BNS") is issuing senior unsecured Market-Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside—due 23 June 2028. The notes are linked to the lowest performing of the S&P 500, Russell 2000 and Nasdaq-100 indices.

• Size & Pricing: US$1,000 face value per note; total proceeds US$4.039 million. Estimated value is 94.592% (US$945.92) of face, reflecting 5.4% structuring/hedging costs.
• Contingent Coupon: 9.60% p.a., paid monthly only when the lowest index closes at or above 75% of its starting level on the calculation day. Missed observations eliminate that month’s coupon.
• Automatic Call: Quarterly observation dates (Dec-25 through Mar-28). If the lowest index is ≥ starting level, the notes redeem at par plus the final coupon, ending the investment early.
• Downside Protection: If not called, full principal is repaid only if, on 20 Jun 2028, the lowest index is ≥ 75% of its start. Otherwise repayment equals par × index performance factor, exposing holders to >25%—up to 100%—capital loss.
• Key Dates: Pricing 20 Jun 2025; Issue 25 Jun 2025; Maturity 23 Jun 2028.
• Distribution & Fees: Scotia Capital sells to Wells Fargo Securities at a 2.325% discount; additional concessions up to 1.75% go to selected dealers.
• Credit & Liquidity: Senior unsecured obligations of BNS; not CDIC/FDIC insured; no exchange listing—intended for buy-and-hold investors.

Investors receive high conditional income but face early-call reinvestment risk, capped return (no index upside) and full downside exposure below the 75% barrier, all subject to BNS credit risk.

Bank of Nova Scotia announces Autocallable Fixed Coupon Trigger Notes linked to Microsoft stock, due August 10, 2026. The notes offer monthly coupons of $7.00 per $1,000 principal (0.70% monthly, up to 8.40% annually). Features include automatic call provision if Microsoft stock closes at/above initial price on observation dates from January-July 2026. At maturity, if not called, investors receive $1,000 if final price is ≥70% of initial price; below this threshold, investors lose 1% for every 1% stock decline. Initial estimated value between $900-$930 per $1,000 principal, below issue price. Notes carry credit risk of Bank of Nova Scotia and are not FDIC/CDIC insured. Underwriting commissions up to 0.65%, with Scotia Capital and Goldman Sachs as dealers.

The Bank of Nova Scotia (BNS) is offering $6.0 million of Autocallable Contingent Coupon Buffer Notes with Memory Coupon linked to the SPDR® S&P 500® ETF Trust (SPY). The notes are senior, unsecured and unsubordinated, exposing investors to the Bank’s credit risk.

Key structural terms

• Tenor & Settlement: Issued 25-Jun-2025 (T+3), maturing 25-Jun-2026 unless automatically called.
• Automatic call: If SPY’s closing value on any monthly Observation Date is ≥ the Initial Value, investors receive $1,000 principal plus current and unpaid coupons; no further payments.
• Contingent coupon: $10.5417 per $1,000 (≈12.65% p.a.) paid only if SPY is ≥ 90% of the Initial Value on an Observation Date. “Memory” feature accrues missed coupons for future eligible dates.
• Downside protection: 10% buffer. If at final valuation SPY < 90% of Initial Value, redemption equals $1,000 – 1.1111% × percentage decline beyond 10%, risking up to 100% loss.
• Issue economics: Original Issue Price 100%; estimated value $994.63 (reflects internal funding rate); placement-agent fee 0.10%.
• Minimum investment: $10,000 (integral $1,000 thereafter). Notes will not be listed; secondary liquidity, if any, provided by affiliates.

Risks highlighted: No guaranteed interest or principal; credit exposure to BNS; market-linked performance; illiquidity; initial value below issue price; notes not CDIC/FDIC insured.

The Bank of Nova Scotia (BNS) is issuing $1.499 million in Buffered Return Enhanced Notes linked to the EURO STOXX 50 Index (SX5E). The unsecured senior notes settle on 25 Jun 2025, mature on 24 Jun 2027 (≈2 years) and require a $10,000 minimum purchase.

Return profile

• Upside: holders receive 152.27 % participation in any positive index performance (price return only).
• Downside: principal is protected only to the 10 % buffer. Once the EURO STOXX 50 falls below 90 % of its initial 5,233.58 level, losses accelerate at a 1.1111× downside leverage, exposing investors to up to a 100 % loss.
• No interim coupons or interest.

Pricing & fees

• Issue price: 100 % face; underwriting commission: 1.50 %.
• Initial estimated value: $975.07 per $1,000 (≈2.5 % below issue price), reflecting internal funding rate, hedging and distribution costs.
• SCUSA and JPMS act as placement agents; market-making is discretionary and the notes will not be exchange-listed.

Key risks

• Unsecured, unsubordinated claim on BNS; subject to issuer credit risk.
• Liquidity risk: secondary market is limited and may price well below theoretical value, especially after the projected three-month post-issuance “reimbursement” window.
• Product complexity and valuation opacity; price determined by dealer models, not market quotations.
• Not CDIC or FDIC insured; no voting or dividend rights in index constituents.

Investors seeking enhanced equity participation with limited, but not full, downside protection may consider the notes; however, fee drag, credit exposure and the possibility of amplified losses below the 10 % buffer are material considerations.

Bank of Nova Scotia (BNS) is marketing a new 12-month structured note—“Airbag Autocallable Contingent Yield Notes with Memory Interest” —linked to Meta Platforms, Inc. (META) common stock. The $1,000-denominated senior unsecured notes offer a high contingent coupon of 16.80% p.a. (monthly $14) that is paid only when META’s closing price on each monthly observation date is at or above the Coupon Barrier of $575.38 (80% of the $719.22 Initial Level). Any missed coupons may be recovered later under the Memory Interest feature.

Early redemption (“Automatic Call”): if META closes at or above the Initial Level on any observation date before maturity, BNS will call the notes and pay (i) principal, (ii) the current coupon, and (iii) any unpaid coupons. After a call, no further payments are due.

Principal repayment risk: if the notes are not called and META ends below the Conversion Level ($575.38) on the final valuation date (2 Jul 2026), investors receive physical settlement of 1.7380 META shares per note (cash for fractions). The share package will be worth less than the $1,000 face value—potentially a total loss—exposing investors to 100% downside from the Conversion Level.

Credit & liquidity considerations: payments depend on BNS’s credit; the notes are senior unsecured, not CDIC- or FDIC-insured, and will not be listed on an exchange. BNS estimates initial fair value at $962.60–$992.60, below the $1,000 issue price due to selling and hedging costs. Secondary market trading, if any, will occur via affiliates and may involve significant bid/ask spreads.

Key dates: Strike 1 Jul 2025; Trade 2 Jul 2025; Settlement 8 Jul 2025; monthly observations Aug 2025–Jun 2026; Final Valuation 2 Jul 2026; Maturity 8 Jul 2026.

Principal risks highlighted: contingent coupons may never be paid; loss of principal below Conversion Level; exposure to META single-stock volatility; potential conflicts in BNS hedging; uncertain tax treatment; and limited liquidity.

In short, the notes exchange high headline yield for significant equity-, credit-, and liquidity-risk, appropriate only for investors comfortable with potential full loss and complex payoff mechanics.