Bank Nova Scotia SEC Filings

Bank of Nova Scotia (BNS) has filed a Rule 424(b)(2) pricing supplement for an unsecured, unsubordinated structured product titled “Autocallable Contingent Coupon Trigger Notes Linked to the Common Stock of NVIDIA Corporation (NVDA).” The notes are expected to price on 7 July 2025, settle on 10 July 2025 (T+3) and mature on 12 August 2026, unless called earlier.

Key mechanics

• Face amount: $1,000 per note, minimum investment $1,000.
• Contingent coupon: 1.0292% monthly (≈ 12.35% p.a.) paid only if NVDA’s closing price on the relevant observation date is ≥ 60% of the initial price (the “coupon barrier”).
• Automatic call: Beginning January 2026 through July 2026, the notes are redeemed at par plus the coupon if NVDA’s closing price on any monthly observation date is ≥ the initial price.
• Maturity payment: • Par + final coupon if NVDA final price ≥ 60% of initial price. • Physical delivery of NVDA shares (valued < 60% of par) if NVDA final price < 60% of initial price, resulting in substantial or total principal loss.
• Observation dates: 7th calendar day of each month from August 2025 to August 2026 (subject to standard adjustments).

Pricing information

• Original issue price: 100% of face.
• Initial estimated value: $900 – $930 per $1,000 note (reflects BNS internal funding rate, hedging and fees).
• Underwriting commission: Up to 2.15%; net proceeds ≥ 97.85%.

Risk highlights

• Investors are exposed to (i) NVDA downside below the 40% protection level and (ii) BNS credit risk.
• No principal protection; investors may receive NVDA shares worth substantially less than par.
• The notes will not be listed; secondary market, if any, will be limited and priced below issue value—especially during the first three months when an additional premium amortises to zero.
• Initial estimated value is materially below issue price, implying negative economics at trade inception.

Overall, the product offers high conditional coupons and monthly call opportunities in exchange for significant equity downside risk and limited liquidity. It is suitable only for investors who are moderately bullish to neutral on NVDA over the 13-month horizon and comfortable with unsecured credit exposure to BNS.

The Bank of Nova Scotia ("BNS") has filed a preliminary 424(b)(2) pricing supplement for a new structured note offering: Trigger Autocallable GEARS linked to the EURO STOXX 50® Index. The senior unsecured notes are expected to price on June 24 2025, settle on June 27 2025 and mature on June 27 2030, unless automatically called earlier.

Key economic terms:

• Autocall barrier: 100% of the initial index level; observation date July 1 2026.
• Call return rate: 18.00% of principal; investors receive $10 principal + $1.80 call premium if the barrier is met.
• Upside participation: 1.72× positive index return if not called and index ends above initial level.
• Downside threshold: 75% of the initial level; below this, principal loss is one-for-one with the index decline, down to total loss.
• No coupons; minimum investment $1,000 (100 notes at $10 each).
• Initial estimated value: $9.34–$9.64 versus $10 issue price, reflecting dealer discount and hedging costs.

Risk highlights: • Investors bear full credit risk of BNS and could lose their entire investment. • Market risk equals direct exposure to the EURO STOXX 50®; the notes are not CDIC or FDIC insured and will not be listed. • Liquidity may be limited; secondary trades may settle T+1 while initial settlement is T+3. • Principal protection is only contingent; repayment of $10 is assured only if the index never breaches the 75% threshold at final valuation and the notes are not called.

The supplement is preliminary; final terms, including the actual initial level and offering size, will be set on the trade date. Neither the SEC nor other regulators have approved the securities. Scotia Capital (USA) Inc. will act as underwriter and sell the notes to UBS Financial Services Inc., earning a $0.25 per-note underwriting discount.

Bank of Nova Scotia (BNS) is marketing a new structured note: Contingent Income Auto-Callable Securities linked to the common stock of Tesla, Inc. (TSLA). The notes are senior unsecured debt of BNS, issued under its Series A Senior Note Program and priced at US$1,000 per security with a minimum investment of one security.

Key economic terms include:

• Tenor: 3-year maturity on 30 Jun 2028, with quarterly observation and coupon dates.
• Coupon: 4.50% per quarter (18.00% p.a.) paid only when TSLA’s closing price on the relevant determination date is ≥ the 50% downside threshold; unpaid coupons accrue under a “memory” feature.
• Auto-call: If TSLA closes ≥ 100% of the initial share price on any quarterly determination date (other than final), the notes are redeemed early at par plus the due coupon(s).
• Downside protection: Only conditional. At maturity, if TSLA is ≥ 50% of the initial price, investors receive par plus any due coupons; otherwise repayment is par × (final/initial), exposing investors to 1-for-1 losses below the 50% barrier and as low as zero.
• Estimated value: US$936.42-966.42, reflecting an issuer spread of roughly 3-6% versus issue price, plus a US$22.50 selling concession.
• Liquidity: Not exchange-listed; any secondary market would be solely at Scotia Capital (USA) Inc.’s discretion.

Principal risks highlighted include possible total loss of principal, non-payment of coupons, exposure to TSLA’s high share-price volatility, credit risk of BNS, limited liquidity, and uncertain U.S./Canadian tax treatment.

The product suits income-seeking investors who are willing to forgo TSLA upside and accept significant downside risk and issuer credit risk. Investors should review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and base prospectus before investing.

Issuer: The Bank of Nova Scotia (BNS) — senior unsecured debt, Series A. Product: Trigger Jump Securities linked to the EURO STOXX 50® Index (SX5E).

• Maturity: October 5, 2026 (approximately 15 months).
• Coupon: None; investors forgo index dividends.
• Upside: If the final index value is at or above the initial level, holders receive the $1,000 principal plus a fixed upside payment of $170 (17%). This is the maximum possible return.
• Downside buffer: A 10% trigger (90% of initial level) protects principal against moderate index declines. Below this level, redemption falls 1% for every 1% drop, exposing investors to full loss of principal.
• Pricing details: Issue price $1,000; estimated value on pricing date $947.94–$977.94. Sales commission $13.60 and structuring fee $3.90 per note.
• Settlement: T+3 initial settlement; secondary trades require alternative arrangements due to longer settlement cycle.
• Liquidity / listing: Not listed on any exchange; resale depends on dealer willingness to make a market.
• Credit risk: Payments rely solely on BNS; the notes are not CDIC or FDIC insured.

Investor profile: Suitable for investors comfortable with credit exposure, illiquidity and capped returns who anticipate the EURO STOXX 50 will hold steady or rise modestly through late 2026.

Bank of Nova Scotia (BNS) is offering Contingent Income Auto-Callable Securities linked to Tesla, Inc. common stock (TSLA UW). The notes, issued under BNS’ Senior Note Program, Series A, will price on 27 June 2025, settle on 2 July 2025 and mature on 30 June 2028, unless automatically redeemed earlier.

Key payout mechanics:

• Contingent coupon: $45 per $1,000 note (18.0% p.a.) is paid on each quarterly determination date when TSLA closes at or above the 50% downside threshold of the initial share price. A memory feature allows missed coupons to be paid later if the threshold is subsequently met.
• Auto-call: If TSLA closes at or above 100% of the initial price on any determination date (other than the final one), the notes are redeemed at par plus the current and any unpaid coupons; no further payments are made.
• Maturity payment: • If TSLA ≥ 50% of the initial price, investors receive par plus any due coupons. • If TSLA < 50%, repayment equals par multiplied by the share performance factor (final ÷ initial price), exposing investors to a 1-for-1 downside with losses potentially up to 100%.

Offer details:

• Denomination: $1,000 (minimum investment one note).
• Estimated value: $936.42 – $966.42, below the $1,000 issue price, reflecting selling commissions ($17.50) and structuring fee ($5.00) paid to Morgan Stanley Wealth Management.
• Credit risk: Payments depend entirely on BNS’ ability to pay; the notes are senior unsecured obligations and are not CDIC or FDIC insured.
• Liquidity: Unlisted; any secondary trading will be OTC, potentially at substantial discounts.

Risk highlights:

• No principal protection; investors could lose their entire investment if TSLA falls more than 50% at final valuation.
• Coupon payments are contingent and may never be received if TSLA remains below the downside threshold on every determination date.
• The securities’ fair value at issuance is expected to be up to 6.4% below issue price.

These notes may appeal to investors willing to assume significant equity and issuer credit risk in exchange for potentially high but uncertain income. The offering has not been approved or disapproved by the SEC and involves complex features that should be reviewed alongside the accompanying prospectus documents.

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.