Bank Nova Scotia SEC Filings

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 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.