[144] LiveRamp Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

The Bank of Nova Scotia (NYSE:BNS) is offering $20.077 million of senior unsecured Autocallable Contingent Coupon Trigger Notes linked to the common stock of NVIDIA Corporation (NVDA). The notes price on 8 July 2025 (T+3 settlement) and mature on 6 August 2026, unless automatically called earlier.

Key economics

• Principal: $1,000 per note
• Initial NVDA price: $157.25 (NYSE close 2 Jul 2025)
• Monthly contingent coupon: 1.0959% (≈13.15% p.a.) paid only if NVDA ≥ 60% of the initial price on the relevant observation date.
• Coupon / trigger barrier: 60% of initial price ($94.35)
• Automatic call: If NVDA ≥ initial price on any monthly observation from Jan-Jul 2026, investors receive $1,000 plus the coupon; no further payments accrue.
• Redemption at maturity (if not called):
  • NVDA ≥ 60% of initial price – receive $1,000 + final coupon.
  • NVDA < 60% of initial price – receive physical delivery of NVDA shares equal to $1,000/initial price (≈6.3596 shares), worth less than $600 at the trigger level; no coupon paid.

Pricing & fees

• Issue price: 100% of face; initial estimated value: 97.981%.
• Underwriting commissions: 2.15% (dealer concession 1.50% + 0.65% structuring fee).
• Net proceeds to BNS: 97.85% of face.

Risk highlights

• Principal at risk: investors may lose up to 100% if NVDA closes <60% of initial price on final valuation date.
• Coupon not guaranteed: paid only when the barrier is respected; extended periods without payment possible.
• No upside participation: return capped at cumulative coupons; any NVDA appreciation beyond par benefits only to the extent of early call.
• Credit exposure: payments rely solely on The Bank of Nova Scotia; notes are senior but unsecured, not CDIC or FDIC insured.
• Liquidity: notes are unlisted; secondary trading is at brokers’ discretion and may reflect a bid–ask discount plus hedging costs.
• Conflict & valuation: initial value below issue price due to internal funding rate and fees; affiliates act as calculation agent, hedging counter-party and market-maker.

Investor profile

The structure suits investors who (1) are moderately bullish or neutral on NVDA over the next 13 months, (2) can tolerate full downside risk in exchange for double-digit coupon potential, (3) accept early redemption risk and lack of dividends, and (4) are comfortable with BNS credit exposure.

Positive

• Double-digit coupon potential: 13.15% annualised contingent income if NVDA stays above the 60% barrier.
• Short 13-month maximum tenor: limits exposure duration and enhances annualised yield metrics.
• Early call feature: investors may receive par plus coupon as early as January 2026 if NVDA recovers to initial price.

Negative

• Full principal risk below 60% barrier: investors receive depreciated NVDA shares and may lose up to 100% of capital.
• Coupons not guaranteed: any month NVDA closes below 60% results in zero income for that period.
• No upside participation: returns capped at coupons; strong NVDA rally benefits the issuer via early call.
• Initial value discount: 97.981% vs. 100% issue price highlights embedded fees and hedging costs.
• Liquidity & valuation risk: unlisted note, dealer market-making discretionary; secondary prices may be well below theoretical value.
• Credit exposure: payment dependent on The Bank of Nova Scotia’s solvency; note is unsecured and uninsured.

Insights

Structured-Products Analyst

TL;DR High coupon but high tail-risk: pays 13.15% p.a. only if NVDA stays ≥60%; downside converts to NVDA shares, exposing investors to full equity loss.

The note offers attractive headline income relative to short tenor, yet its risk/return is asymmetric. The 60% barrier provides limited buffer given NVDA’s historical 40–50% annualised volatility; a single event-driven sell-off could breach the trigger. Automatic call likely if NVDA rallies, which truncates coupons and forces reinvestment at lower yields. Initial value (97.981%) indicates roughly 2 points of embedded fees; secondary liquidity will trade at a discount once the additional amount amortises. For BNS, not financially material; proceeds augment funding mix. For investors, impact hinges on near-term NVDA stability and appetite for credit-linked exposure. Overall assessment: neutral to slightly negative.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2500	83875.00	64991785	07/07/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/13/2019	Compensation	Issuer			2500	02/13/2019	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What coupon does the BNS NVDA-linked note pay?

A contingent 1.0959% monthly coupon (≈13.15% p.a.) but only when NVIDIA’s closing price is ≥60 % of the initial $157.25.

When can the note be automatically called?

On any monthly observation between January and July 2026 if NVDA’s close is ≥ the $157.25 initial price.

What happens at maturity if NVDA is below the 60% trigger price?

Investors receive ≈6.3596 NVDA shares per $1,000 note (cash for fractions), exposing them to all further downside and forfeiting the coupon.

Is the principal protected on this structured note?

No. Principal is at full risk. A sub-60% final price results in delivery of depreciated shares worth less than $600 at the trigger level.

How does the note’s initial estimated value compare to the issue price?

BNS estimates the fair value at $979.81 per $1,000, about 2.0 % below the 100% issue price due to fees and funding spread.

Will the note be listed on an exchange?

No. The securities are not exchange-listed; any liquidity will depend on dealer market-making, which is not guaranteed.