Bank Nova Scotia SEC Filings

Bank of Nova Scotia (BNS) is offering senior unsecured Trigger Autocallable Notes linked to the EURO STOXX 50® Index with a target maturity of approximately five years (trade date 11 Jul 2025; maturity 16 Jul 2030). The notes can be automatically called quarterly after 12 months if the index closes at or above the Call Threshold (100 % of the initial level). Upon an automatic call, investors receive the Call Price = principal + call return, where the call return rate is set between 8.60 % – 9.45 % per annum and increases the longer the notes remain outstanding (e.g., 8.60 % after year 1, 25.8 % after year 3, 43 % at maturity).

If the notes are not called:

• If the Final Level ≥ Downside Threshold (75 % of initial level), BNS repays principal only.
• If the Final Level < Downside Threshold, repayment equals $10 × (1 + Underlying Return); investors incur a one-for-one loss on the index decline and could lose the entire principal.

No periodic coupons are paid, and investors will not participate in index gains beyond the fixed call return. Any payment is subject to BNS credit risk; the notes are not CDIC-insured or bail-inable.

Key commercial terms:

• Issue price: $10 per note; minimum purchase $1,000 (100 notes).
• Initial estimated value: $9.35 – $9.65, below issue price, due to selling costs and BNS internal funding rate.
• Underwriting: Scotia Capital (USA) Inc. (affiliate) sells to UBS; $0.25 per-note underwriting discount.
• Secondary market: not exchange-listed; liquidity expected to be limited and dependent on SCUSA.
• Tax: expected to be treated as prepaid derivative contracts; U.S. tax consequences are uncertain; non-U.S. holders must consider potential §871(m) exposure.

Risk highlights: potential loss of principal, limited upside, market risk of Eurozone equities, currency exposure (EUR/USD not hedged), conflicts of interest in pricing/hedging, and valuation/ liquidity risks. Suitability is restricted to investors who understand structured products, can tolerate principal loss, and accept BNS credit exposure.

Offering overview: The Bank of Nova Scotia (BNS) is marketing senior unsecured Trigger Autocallable Contingent Yield Notes linked to the Nasdaq-100 Index (NDX). The notes carry a 3-year maturity (settlement 10-Jul-2025, maturity 11-Jul-2028) but can be automatically called quarterly after the first year if NDX closes at or above the initial level (22,685.57). Issue price is US$10 per note; minimum investment 100 notes.

Income profile: Investors receive a fixed quarterly contingent coupon of 0.1575 USD (6.30% p.a.) only when NDX closes at or above the 60% coupon barrier (13,611.34) on the relevant observation date. Missed coupons are not recaptured.

Principal repayment: • If automatically called, holders receive par plus the current coupon.
• If not called and the final index level is ≥ downside threshold (also 60% of initial), principal is returned.
• If the final level is < downside threshold, repayment equals par × (1 + index return), exposing investors to full downside below the 40% buffer; maximum loss is 100% of principal.

Key economic terms:

• Contingent coupon rate: 6.30% p.a.
• Coupon barrier / downside threshold: 60% of initial level.
• Initial estimated value: US$9.40 – 9.70 (below the US$10 issue price, reflecting fees and hedging costs).
• Call frequency: quarterly, first callable 9-Jul-2026.
• Issuer & credit risk: senior unsecured claim on BNS; not CDIC-insured, not bail-inable.

Risk highlights: Investors face (1) potential loss of principal if NDX falls > 40% at final valuation, (2) coupon deferral or elimination if NDX is below the barrier on observation dates, (3) liquidity risk—notes will not be exchange-listed and secondary trading will rely on dealer discretion, and (4) credit risk of BNS. The lower initial estimated value underscores negative carry versus par.

Target investor profile: Suitable for investors seeking enhanced conditional yield, comfortable with equity downside, limited upside participation, early-call reinvestment risk, and BNS credit exposure.

The Bank of Nova Scotia is offering Capped Buffered Enhanced Participation Notes linked to the S&P 500® Index. The unsecured notes have an expected tenor of 13-15 months and do not pay periodic interest. Investors’ return depends solely on the index level at a single valuation date.

Upside mechanics: if the index finishes above the initial level, the notes pay principal plus 180 % participation in the positive index return, capped by a Maximum Payment Amount of 111.34-113.338 % of principal (equates to a 6.30-7.41 % index gain).

Downside mechanics: principal is protected only for a 10 % buffer. Below 90 % of the initial level, losses accelerate at roughly 1.1111 % per 1 % decline, exposing investors to up to 100 % loss of principal.

Key terms:

• Participation rate: 180 %
• Buffer level: 90 % of initial
• Buffer rate: ~111.11 %
• Minimum investment: US$1,000, book-entry form
• No exchange listing; maturity payment only
• Initial estimated value: US$958.90-988.90 per US$1,000 (below issue price)
• Issuer credit: senior unsecured claim on Bank of Nova Scotia; not CDIC/FDIC-insured

Liquidity & valuation: Scotia Capital (USA) Inc. may make a market but is not obliged to. Secondary prices will reflect the dealer’s models, the bank’s internal funding rate and a declining premium, likely resulting in an immediate value drop after trade date.

Risk highlights: investors face issuer credit risk, market risk concentrated in one observation date, limited upside due to the cap, no interim interest or dividend participation, and potential adverse tax treatment. The notes may be unsuitable for investors needing capital preservation, steady income or ready liquidity.