Bank Nova Scotia SEC Filings

The Bank of Nova Scotia (BNS) has filed an issuer free writing prospectus for Contingent Income Auto-Callable Securities linked to the common stock of Tesla, Inc. (TSLA). Each unlisted note has a $1,000 stated principal, a 3-year tenor (pricing date 3 Jul 2025, maturity 7 Jul 2028) and is issued under BNS’s Senior Note Program, Series A.

Coupon mechanics: Investors may receive a quarterly contingent coupon of $41.625 (≈ 16.65% p.a.) if, on the relevant determination date, Tesla’s closing price is at or above the 50 % downside threshold. Missed coupons “roll forward” under a memory feature and are paid if a later observation meets the threshold. Should Tesla close at or above the 100 % call threshold on any quarterly date (other than the final date), the note is automatically redeemed at par plus the due coupon(s).

Principal repayment: At maturity, if Tesla is ≥ 50 % of the initial price, holders receive par plus the final coupon (and any unpaid coupons). If Tesla is < 50 %, repayment equals par multiplied by the share-performance factor, exposing investors to losses down to 0 % of principal.

Other key terms:

• Estimated value on pricing date: $932.55 – $962.55 (93.3 %–96.3 % of issue price)
• Commission: $22.50 per note
• Listing: None; secondary liquidity expected to be limited and at dealer discretion
• Credit risk: Payments depend on BNS’s ability to pay.

The prospectus highlights extensive risk factors, including loss of principal, coupon non-payment, limited upside, issuer credit exposure, valuation discount, and uncertain tax treatment.

The Bank of Nova Scotia (NYSE: BNS) has filed a preliminary 424(b)(2) pricing supplement for a new structured product: Autocallable Contingent Coupon Buffered Notes linked to Meta Platforms, Inc. Class A shares (META). Key provisional terms follow:

• Issue / Maturity: Expected trade date 22 Jul 2025; maturity 27 Aug 2026 (≈13 months) unless called earlier.
• Contingent Coupon: $5.834 per $1,000 principal (0.5834% monthly, up to ~7.0% p.a.) paid only if META closes ≥ 75% of initial price on the relevant monthly observation date.
• Automatic Call: Notes are redeemed at par plus coupon if META closes ≥ initial price on any monthly observation date from Jan-2026 through Jul-2026.
• Down-side Buffer: 25%. If not called and META’s final price ≥ 75% of initial, investors receive par plus final coupon. If final price < 75%, investors receive $250 cash plus META shares worth 25% of par, exposing them to up to 75% principal loss.
• Credit & Liquidity: Senior unsecured obligations of BNS; not CDIC/FDIC insured; no exchange listing; market-making only on a best-efforts basis.
• Pricing Economics: Initial estimated value $900-$930 (9-10% below issue price) reflecting up to 2.15% underwriting commission, 0.65% structuring fee and hedging costs. Scotia Capital (USA) and Goldman Sachs act as dealers.
• Risk Highlights: contingent, non-guaranteed coupons; limited upside (no equity participation); potential share delivery and adverse tax timing; valuation driven by BNS internal funding rate; conflicts of interest in hedging and secondary pricing.

Overall, the note targets investors seeking enhanced income relative to conventional short-dated debt, willing to accept both issuer credit risk and single-stock downside risk on META, in exchange for a capped return profile and reduced (but not eliminated) loss exposure through a 25% buffer.

The Bank of Nova Scotia (BNS) has filed a Preliminary Pricing Supplement (Form 424B2) for an offering of Contingent Coupon Trigger Notes linked to the common stock of ConocoPhillips (COP).

Key economic terms:

• Principal: $10,000 per note; minimum purchase $10,000.
• Tenor: Approximately 18-month term; maturity expected two business days after the final valuation date.
• Contingent Coupon: $303–$355 per quarter (3.03%–3.55%), equating to 12.12%–14.20% annualized, paid only if COP’s closing price on the relevant observation date is ≥ 80% of the initial price (the “coupon barrier”).
• Observation schedule: Quarterly, beginning three months after trade date and ending on the final valuation date.
• Redemption at maturity: • If COP ≥ 80% of initial price, holders receive $10,000 plus the final contingent coupon. • If COP < 80% of initial price, holders receive COP shares valued at <80% of principal; no coupon is paid, resulting in a potential substantial or total loss of principal.
• Initial estimated value: $9,356–$9,656 per $10,000 note—3.4%–6.4% below issue price—reflecting BNS’s internal funding rate and hedging costs.
• Underwriting commission: 1.49% of principal; net proceeds to BNS ≈ 98.51%.

Risk considerations:

• Unsecured, unsubordinated obligations of BNS; repayment subject to the bank’s creditworthiness.
• Exposure to COP share price; negative performance below the 80% threshold delivers shares, not cash.
• No listing; secondary market liquidity depends on Scotia Capital (USA) Inc., which is not obligated to make a market.
• Estimated value is below issue price; purchasers face an immediate economic loss at issuance.
• Contingent coupons are not guaranteed and can be missed on any observation date if the barrier is breached.

The notes offer a high potential coupon in exchange for equity downside risk and credit risk. Investors must weigh the attractive yield against the possibility of receiving depreciated COP shares and the limited liquidity of the instrument.

Instrument: Bank of Nova Scotia Senior Note Program Series A – Autocallable Contingent Coupon Trigger Notes linked to Advanced Micro Devices, Inc. (AMD) common stock.

Size & Terms: Aggregate principal of $4.601 million, $1,000 denominations, issued at 100% of par (CUSIP 06418VWH3), trade date 24 Jun 2025, issue date 27 Jun 2025 (T+3), maturity 29 Jul 2026.

Contingent Coupon: $10.834 per $1,000 note (1.0834% monthly, ≈13.0% p.a.) paid only when AMD closes at or above 60% of the $138.43 initial price on each monthly observation date; no payment otherwise.

Automatic Call: From Dec 2025 to Jun 2026, the notes are redeemed at par plus coupon if AMD closes at or above the initial price on any observation date.

Principal Repayment: At maturity investors receive par plus coupon if AMD ≥60% of initial; if AMD <60%, holders receive AMD shares worth <60% of par, resulting in a substantial to total loss of principal.

Risk Disclosure: Notes are unsubordinated, unsecured obligations of BNS, not CDIC/FDIC insured. Initial estimated value $975.54 (97.554% of par) reflects the bank’s internal funding rate, 2.15% underwriting commission, structuring costs and hedging. Secondary‐market liquidity is not assured and GS&Co. bid/ask spread amortises to zero by 24 Sep 2025.

Distribution & Proceeds: Scotia Capital (USA) Inc. and Goldman Sachs & Co. LLC act as dealers; proceeds to BNS total $4.502 million (97.85% of par). Notes will not be listed on any exchange.

Investor Considerations: Product offers above-market income potential and early-call upside, balanced by issuer credit exposure, AMD equity risk below the 60% barrier, and limited liquidity.

Bank of Nova Scotia (BNS) is offering Contingent Income Auto-Callable Securities linked to the common stock of Tesla, Inc. (TSLA). The senior unsecured notes, issued under BNS’ Senior Note Program, Series A, will mature on or about 7 July 2028 unless automatically redeemed earlier.

Coupon mechanics. Investors may receive a quarterly contingent coupon of US$41.625 per US$1,000 principal (16.65% p.a.) on each determination date where TSLA’s closing price is at least 50% of the initial share price (the downside threshold). Missed coupons can be recovered later under the “memory” feature.

Auto-call. If on any non-final determination date TSLA closes at or above 100% of the initial share price (call threshold), the note is redeemed at par plus the applicable coupon (and any unpaid coupons). After redemption, no further payments are made.

Principal risk. At maturity, if TSLA is below the 50% downside threshold, repayment equals the principal multiplied by the share performance factor (final price/initial price), exposing investors to a 1-for-1 loss below the threshold and possibly complete loss of principal. If TSLA is at or above the threshold, investors receive par plus any due coupons.

Issue economics. • Issue price: US$1,000 per note. • Estimated value: US$932.55–US$962.55 (below issue price). • Sales commission: US$17.50 and structuring fee: US$5.00 per US$1,000, paid to Morgan Stanley Wealth Management. • Minimum investment: US$1,000. • Notes will not be listed on any exchange and are subject to BNS credit risk.

Key dates. Pricing: 3 July 2025. Issue: 9 July 2025 (T+3). Twelve quarterly determination dates run from 3 Oct 2025 to 3 Jul 2028; payment dates follow five business days later.

Risk disclosures. The notes do not guarantee principal, interest, or secondary-market liquidity. Investors bear issuer credit risk, TSLA market risk, and may receive no coupons.

Bank of Nova Scotia (BNS) is marketing an 18-month, unsecured structured note that pays a fixed quarterly coupon but exposes principal to Tesla, Inc. (TSLA) share performance. The Fixed Coupon Trigger Notes are offered at par in $10,000 denominations and promise quarterly cash coupons of $441-$518 per note (4.41%-5.18% quarterly, up to 17.64%-20.72% p.a.), beginning roughly three months after trade date and ending at maturity. Principal repayment is contingent on TSLA holding at or above an 80% downside ‘trigger’ relative to the yet-to-be-set initial price on the valuation date. If TSLA closes below that level, investors receive a physical share delivery amount worth less than 80% of par, incurring substantial loss. The notes will not be listed, and secondary liquidity depends solely on Scotia Capital (USA) Inc., which is not obliged to make a market. The preliminary estimated value is $9,353-$9,653 per $10,000, reflecting BNS’s internal funding rate and built-in dealer compensation, meaning investors pay a premium to intrinsic value. In addition to equity risk, holders face credit risk of BNS; the notes are senior but unsecured and are not insured by CDIC or FDIC. Underwriting commissions total 1.49% of principal, and proceeds to BNS are 98.51%. Settlement will occur on a T+5 basis, creating potential trading frictions. Investors forgo dividends, voting rights and other direct benefits of TSLA ownership.

The Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities (senior unsecured notes) linked to the common stock of Palantir Technologies Inc. (ticker: PLTR UW). Each $1,000 note may be automatically called quarterly if PLTR’s closing price on a determination date is at least its initial price. Upon an early call, investors receive the stated principal plus the applicable contingent coupon and any previously unpaid coupons.

Income mechanics: The note pays a contingent coupon of $47.875 per quarter (19.15% p.a.) only when PLTR closes on or above the 50 % downside threshold; missed coupons can be recovered later through a “memory” feature if the threshold is met on a subsequent date.

Maturity outcomes (July 7 2028):

• If PLTR’s final price is ≥ 50 % of its initial price, investors receive full principal plus any due coupons.
• If the final price is < 50 %, repayment is proportional to share performance, exposing investors to losses of more than 50 % and potentially total loss.

Key structural terms: Pricing date July 3 2025; issue date July 9 2025; CUSIP 06418VZW7; not exchange-listed. Estimated value at pricing is $934.70–$964.70, below the $1,000 issue price, reflecting built-in fees (including a $22.50 commission).

Principal risks outlined: loss of principal if PLTR drops below the 50 % threshold; possibility of receiving no coupons; reinvestment risk upon early call; limited liquidity and secondary pricing based on Scotia Capital (USA)’s valuations; payments subject to BNS credit risk; complex tax treatment; potential conflicts from hedging and market-making activities by BNS and its affiliates.

Bank of Nova Scotia (BNS) has filed a prospectus supplement for Contingent Income Auto-Callable Securities linked to Palantir Technologies stock, maturing July 7, 2028. These structured notes offer quarterly contingent coupons of $47.875 (19.15% per annum) if Palantir's stock price remains at or above the 50% downside threshold.

Key features include:

• Principal at risk with no guaranteed interest payments
• Auto-callable if stock price meets/exceeds call threshold (100% of initial price)
• Memory coupon feature allows recovery of missed payments
• Early redemption payment includes principal plus any contingent coupons
• If stock falls below 50% threshold at maturity, investors face 1:1 losses

The securities will be issued at $1,000 per unit with estimated value between $934.70-$964.70. Morgan Stanley Wealth Management will receive total fees of $22.50 per security ($17.50 sales commission + $5.00 structuring fee). These notes are not CDIC insured or bail-inable.

The Bank of Nova Scotia (BNS) has filed a free writing prospectus for Autocallable Strategic Accelerated Redemption Securities linked to the S&P 500 Index. Key features include:

• Principal Amount: $10.00 per unit with approximately 3-year term
• Automatic Call Feature: Notes will be automatically called if the S&P 500 Index reaches or exceeds the Call Level (100% of Starting Value) on observation dates
• Call Amounts: $10.775-$10.875 (Year 1), $11.550-$11.750 (Year 2), $12.325-$12.625 (Year 3)
• Risk Factors: No guaranteed principal, subject to BNS credit risk, limited return potential capped at Call Premium, no interim interest payments

This structured product is designed for investors anticipating S&P 500 Index stability or growth, willing to accept capped returns and full downside exposure if not called. The initial estimated value will be less than the public offering price, with no exchange listing planned.