Bank Nova Scotia SEC Filings

Bank of Nova Scotia (BNS) has filed a Free Writing Prospectus for Series A senior market-linked securities that are auto-callable, principal-at-risk notes linked to the worst performer among Dell Technologies (DELL), Intel (INTC) and Eli Lilly (LLY). Each note is issued in $1,000 denominations, is expected to price on June 26 2025 and settle on July 1 2025, with a stated maturity of June 29 2028, unless automatically called earlier.

Automatic call feature: if on the one-year call date (July 1 2026) the lowest-performing stock closes at or above its starting price, investors receive face value plus a ≥ 50 % call premium (≥ $500), forfeiting any further upside.

Maturity payoff (if not called):

• Bullish scenario: worst-performer ends above its start; payment equals $1,000 plus 350 % of that stock’s price return.
• Sideways scenario: worst-performer ends between 50 % and 100 % of start; principal is returned.
• Bearish scenario: worst-performer ends below 50 % of start; investor loses 1-for-1 with the stock, exposing more than 50 %—up to full—principal loss.

The preliminary internal value is $900-$931.30 (90-93.13 % of face), reflecting dealer spreads and hedging costs. Notes pay no periodic interest, are unsecured obligations of BNS, and lack FDIC insurance or active secondary liquidity. Scotia Capital Inc. acts as calculation agent; Scotia Capital (USA) and Wells Fargo Securities distribute the product, receiving up to 2.575 % in selling concessions.

Key risks highlighted include full downside below the 50 % threshold, dependence on the single worst-performing stock, BNS credit risk, liquidity constraints, potential conflicts of interest, and uncertain tax treatment.

The Bank of Nova Scotia ("BNS") is issuing $17.322 million of Autocallable Contingent Coupon Notes due June 23, 2028. The unsubordinated, unsecured senior notes are linked to the worst performer among the Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and S&P 500 Index (SPX).

Key economic terms:

• Principal Amount: $1,000 per note (minimum $10,000).
• Original Issue Price: 100% of principal; initial estimated value: $953.06.
• Trade Date: June 18 2025; Issue Date: June 24 2025; Maturity Date: June 23 2028 (≈36 months).
• Contingent Coupon: $28.875 per note (2.8875% of par) payable on 12 scheduled dates only if the closing value of each reference asset is ≥ 80% of its Initial Value on the relevant Observation Date.
• Automatic Call: If on any Observation Date prior to the final one all three indices close at or above their Initial Values, the notes are redeemed at par plus the coupon.
• Barrier/Contingent Coupon Threshold: 80% of each index’s Initial Value (NDX 17,375.75; RTY 1,690.371; SPX 4,784.70).
• Payment at Maturity (if not called): Par plus final coupon if the Least Performing Index is ≥ 80% of its Initial Value; otherwise a cash amount reflecting the full negative performance of that index, up to a 100% loss of principal.
• Underwriting/Placement fee: 2.00% ($346,440); proceeds to BNS: 98%.
• CUSIP/ISIN: 06418VXV1 / US06418VXV16; not listed on any exchange.

Risk highlights: Investors face BNS credit risk, market risk on three equity indices, potential loss of the entire principal, and no guaranteed coupons. Liquidity may be limited; Scotia Capital (USA) Inc. is not obliged to make a market. The initial estimated value is below par because it reflects the bank’s internal funding rate and hedging costs.

The notes target investors willing to trade equity index exposure for capped coupon income, with an 80% downside barrier and an autocall feature that could shorten tenor.

Offering overview: The Bank of Nova Scotia (BNS) is marketing unsubordinated, unsecured Autocallable Contingent Coupon Buffer Notes linked to the SPDR S&P 500 ETF (SPY). The notes have a scheduled 12-month tenor from 25 Jun 2025 to 25 Jun 2026, but may terminate early if SPY closes at or above its Initial Value on any monthly Observation Date.

Contingent / “Memory” coupon: For each Observation Date on which SPY is ≥ 90 % of the Initial Value, holders receive a contingent coupon of $10.5417 per $1,000 note (≈ 1.054 % per month, ~12.65 % annualized). Missed coupons accrue and are payable when the condition is next met; no coupon accrues on the final date if SPY is < 90 %.

Automatic call: If SPY is ≥ 100 % of its Initial Value on any Observation Date before the final one, the notes are redeemed at par plus any due coupons; no further payments are made.

Downside exposure: At maturity, investors receive full principal only if SPY is ≥ 90 % of the Initial Value. Below that “buffer,” repayment is reduced by approximately 1.1111 % of par for every 1 % decline beyond the 10 % threshold, exposing investors to up to 100 % loss.

Key terms:

• Principal amount: $1,000 per note; minimum purchase $10,000.
• Strike Date / Trade Date: 18 Jun 2025 / 20 Jun 2025.
• Settlement: 25 Jun 2025 (T+3); Maturity: 25 Jun 2026.
• CUSIP / ISIN: 06418VYP3 / US06418VYP39.
• Initial estimated value: $963.81–$993.81 (below the 100 % issue price).
• Underwriting fee: 0.10 % (waived for fiduciary accounts).

Payments depend on BNS’s credit; the notes are not FDIC or CDIC insured and will not be listed on any exchange. Secondary market liquidity is not guaranteed and pricing may deviate from estimated value.

The Bank of Nova Scotia (BNS) is offering US$61.3 million of Trigger Autocallable Contingent Yield Notes linked to NVIDIA Corporation (NVDA) common stock, maturing 23 June 2028. The notes are senior, unsecured obligations that pay a contingent coupon of 12.55% per annum only when NVDA’s closing price on a quarterly observation date is at or above the 50% coupon barrier (US$72.74). If NVDA closes at or above the initial level (US$145.48) on any observation date after the first six months, the notes are automatically called and investors receive par plus the current coupon.

Repayment profile at maturity (if not called):

• If NVDA ≥ downside threshold (US$72.74, 50% of initial), BNS repays full principal.
• If NVDA < downside threshold, repayment equals principal reduced by the exact percentage decline in NVDA, exposing investors to full downside below the threshold, up to total loss.

Key structural terms and risk considerations:

• Issue price: US$10.00; initial estimated value: US$9.67 (≈3.3% discount).
• Underwriting discount: US$0.20 per note (2%); proceeds to BNS: US$9.80 per note.
• Notes are not listed, not insured by CDIC/FDIC, and are subject to BNS credit risk.
• Investors do not participate in any upside above the coupon; potential coupon payments are conditional.
• Quarterly observation dates; trade date 18 Jun 2025; settlement 24 Jun 2025.

The instrument caters to investors willing to accept equity-like downside and issuer credit risk in exchange for a high conditional yield and the possibility of early redemption. Because the notional size is modest relative to BNS’s balance sheet, the issuance is not expected to be material for BNS shareholders but is significant for prospective noteholders given the potential for principal loss.

Offering overview: The Bank of Nova Scotia (BNS) is marketing senior unsecured market-linked securities that reference the lowest-performing of Dell Technologies Class C, Intel Corporation, and Eli Lilly common shares. The notes are issued under BNS’s Senior Note Program, Series A, pursuant to a 424(b)(2) filing. Face amount is $1,000 per security, with an expected issue date of July 1 2025 and stated maturity of June 29 2028 (three-year tenor unless auto-called).

Key mechanics:

• Automatic call: On the single call date (≈ 1 year after issuance) the securities are redeemed at face plus a call premium of at least 50% if the lowest-performing underlying closes at or above its starting price.
• Upside at maturity: If not called and the lowest performer ends above its starting price, investors receive face plus 350% of that stock’s appreciation.
• Principal protection: None. If the ending price is ≤ 50% of its start, holders incur full downside on a 1:1 basis and can lose >50% (up to 100%) of principal.
• Credit exposure: All payments depend on BNS credit; the notes are senior unsecured and are not CDIC/FDIC-insured.
• Secondary market & liquidity: No exchange listing; any secondary trading will be on a best-efforts basis by Scotia Capital (USA) Inc. and affiliates.

Economics & fees: The preliminary estimated value is 90.00%–93.13% of the $1,000 offering price, reflecting dealer spread (up to 2.575%), projected hedging profit, and structuring costs. Wells Fargo Securities may receive up to 2.00% selling concession and WFA up to 0.075% expense fee per note. Selected dealers may also earn up to $3.00 per note for marketing services.

Risk highlights:

• No periodic coupons or dividends; total return is contingent on equity performance and call outcome.
• Concentration risk in three large-cap equities; investors benefit only from the worst performer.
• Potential for significant or total loss of principal below the 50% threshold.
• Value erosion from bid-offer spread and a Bank-estimated fair value below par on day one.

Investor suitability: The product targets investors with a moderately bullish one-year outlook on the three stocks, willingness to bear BNS credit risk, limited liquidity, and the possibility of substantial loss in exchange for a leveraged upside and a sizable (≥50%) early call premium.

Bank of Nova Scotia (BNS) is issuing US$3.285 million of Buffered Digital Notes linked to the EURO STOXX 50® Index (SX5E) maturing 21 June 2027. These senior, unsubordinated and unsecured notes pay no periodic interest; all value is realized at maturity and is entirely dependent on the SX5E price return from the trade date (16 June 2025) to the valuation date (16 June 2027).

Key payoff mechanics:

• Positive / flat index performance: Investors receive the greater of (i) a fixed Threshold Settlement Amount of US$1,251 (125.1 % of principal) or (ii) US$1,000 plus 100 % of the positive index return.
• Moderate decline (0 % to -5 %): Principal is protected; payment equals US$1,000.
• Decline exceeding 5 %: Losses accelerate at a buffer rate of ~105.26 % of the decline beyond -5 %, exposing investors to a potential total loss of principal.

The initial level is 5,339.57 (SX5E close on 16 June 2025). No interim coupons are paid, and no early redemption is available. Settlement is on a T+5 basis (24 June 2025).

Pricing and cost structure:

• Original issue price: 100 % of par (US$1,000 per note).
• Underwriting commission: 1.50 % (US$49,275 total).
• Net proceeds to BNS: 98.5 % of par (US$3,235,725).
• Initial estimated value: US$974.81 per US$1,000, reflecting BNS’s internal funding rate and hedging assumptions. This is below the issue price, indicating embedded fees and hedging costs borne by investors.

Risk highlights:

• Credit risk of BNS; notes are not CDIC or FDIC insured.
• Market risk of SX5E; a fall > 5 % results in amplified losses.
• No secondary-market listing; liquidity depends on dealers’ willingness to make a market.
• Return excludes dividends because the note references price return only.

Scotia Capital (USA) Inc. will distribute the notes, with Goldman Sachs & Co. LLC acting as dealer and potential market maker. The notes form part of BNS’s Senior Note Program, Series A, CUSIP 06418VXR0 / ISIN US06418VXR04, and are offered in minimum denominations of US$1,000.