Citigroup Inc SEC Filings

UBS AG is offering $1.17 million of Trigger Callable Contingent Yield Notes maturing 6 July 2028 and linked to the worst performer among the Nasdaq-100, Russell 2000 and S&P 500 indices. The notes pay a contingent coupon of 11.60% p.a. (monthly $9.6667 per $1,000) only if every index closes at or above 75 % of its initial level (coupon barrier) on the relevant observation date. UBS may call the notes in whole on any monthly observation date beginning October 2025; investors would then receive par plus any due coupon. If the notes are not called and, on the final valuation date, every index is at or above 70 % of its initial level (downside threshold), investors receive par. Otherwise, the redemption value equals par multiplied by 1 + the worst-performing index’s return, exposing holders to full downside below the 30 % buffer.

Key economic terms: Initial levels—NDX 22,679.01; RTY 2,175.035; SPX 6,204.95. Coupon barrier 75 % of each initial level; downside threshold 70 %. Estimated initial value $973.10 (≈97.3 % of issue price) reflects underwriting discount, hedging and funding costs. Issue price $1,000, underwriting discount up to $9 per note, and a structuring fee up to $9.

Principal risks: 1) Investors may lose up to 100 % of principal if any index breaches its downside threshold at maturity. 2) Coupons are not guaranteed; any single index below its barrier eliminates the coupon for that period. 3) Early call creates reinvestment risk and caps total return. 4) Secondary liquidity is limited; notes will not list on an exchange. 5) All payments depend on UBS’s credit; the notes are unsecured, senior obligations of UBS AG London Branch. 6) The product’s valuation is below issue price at inception, and bid/ask spreads plus dealer mark-ups may further reduce secondary prices.

These notes may appeal to yield-oriented investors comfortable with equity market and issuer credit risk, willing to forego dividends, accept potential loss of principal, and tolerate early redemption.

Morgan Stanley Finance LLC, a finance subsidiary of Morgan Stanley, is offering long-dated Trigger GEARS (Growth Enhanced and Accelerated Return Securities) linked to the S&P 500 Index. The unsecured notes mature on 18 July 2035, carry no periodic interest, are not listed on any exchange and are fully and unconditionally guaranteed by Morgan Stanley. Each $10 note provides:

• Leveraged upside: If the S&P 500 final level is above the initial level, investors receive their principal plus the index return multiplied by an Upside Gearing set between 1.10 and 1.17 (to be fixed on the trade date 16 July 2025).
• Contingent principal protection: If the index return is ≤ 0% but the final level is at or above 65 % of the initial level (the Downside Threshold), investors are repaid the full $10 principal.
• Full downside exposure below the threshold: If the final level falls below the Downside Threshold, repayment equals $10 + ($10 × index return); investors can lose some or all principal.

Key economic terms (indicative):

• Issue price: $10 | Estimated value on trade date: $8.906 (± $0.406) → includes $0.50 sales commission and structuring/hedging costs.
• Downside Threshold: 65 % of initial level.
• Minimum purchase: 100 notes ($1,000).
• Issuer: Morgan Stanley Finance LLC; Guarantor: Morgan Stanley.
• Tenor: 10 years (strike 15 Jul 2025 – maturity 18 Jul 2035).

Risk highlights (see “Key Risks”, page 5):

• No guaranteed return of principal; notes are principal-at-risk.
• Payments subject to credit risk of Morgan Stanley/MSFL.
• No interest or dividend entitlement; investors forgo S&P 500 dividends.
• Limited or no secondary market; MS&Co. is not obligated to make a market.
• Estimated value materially below issue price because of embedded costs and a funding rate advantageous to the issuer.
• Complex U.S. federal tax treatment; counsel’s opinion will be provided only on trade date.

Illustrative scenarios show maximum upside is uncapped (e.g., +100 % index return → +110 % note return with 1.10 gearing), while a 60 % index decline below the threshold results in a 60 % principal loss.

The product is positioned for investors who expect moderate to strong long-term appreciation in the S&P 500, can tolerate substantial downside and illiquidity, and are comfortable with exposure to Morgan Stanley’s credit.

On July 1, 2025, BKV Corp’s Chief Legal and Administrative Officer, Lindsay B. Larrick, sold 10,000 shares of BKV common stock at a weighted-average price of $23.1307 under a pre-arranged Rule 10b5-1 trading plan adopted on November 22, 2024. Following the sale, the officer continues to hold 210,528 shares, representing a reduction of roughly 4.5% of her prior direct holding. No derivative transactions were reported. The filing is a routine Form 4 disclosure required under Section 16(a) and does not, by itself, indicate any change to BKV’s fundamentals or strategy.

Nomura Holdings, Inc. (NYSE: NMR) filed a Form 6-K with the U.S. SEC that primarily furnishes exhibits related to prospective U.S. dollar-denominated debt offerings. The filing attaches:

• $1.0 billion 7.000% Fixed-Rate Resetting Perpetual Subordinated Debt Securities – governed by a newly executed perpetual subordinated indenture with Citibank, N.A. as trustee.
• $750 million 4.904% Senior Fixed-Rate Notes due 2030.
• $500 million 5.491% Senior Fixed-Rate Notes due 2035.
• Legal opinions from Sullivan & Cromwell LLP and Anderson Mori & Tomotsune covering validity and enforceability of each security.

The exhibits are incorporated by reference into Nomura’s effective shelf registration statement on Form F-3 (No. 333-283915) filed 19 Dec 2024, enabling the company to issue up to $2.25 billion of new debt under the program when market conditions are favorable. No financial results, earnings guidance, or transaction pricing details beyond coupon, tenor and principal amount are provided. The filing is procedural, but it signals management’s intent to bolster liquidity and optimize its capital structure through a mix of senior and subordinated instruments that can qualify as additional Tier 1 capital under Basel standards.

Roblox Corporation (RBLX) Form 144 filing discloses that insider Anthony Patrick Lee intends to sell up to 66,000 common shares, valued at approximately $6.86 million, through Fidelity Brokerage Services on or about 1 July 2025. The proposed disposition equals roughly 0.01 % of the 629.99 million shares outstanding.

The document also lists 198,000 shares already sold by Lee between 1 April 2025 and 2 June 2025 for total gross proceeds of $14.32 million. If the new trade is executed, cumulative insider sales over the four-month window would rise to 264,000 shares, or about 0.04 % of Roblox’s float.

The shares were originally received via a 31 Jan 2025 fund distribution from Altos Ventures. The filer certifies no undisclosed material adverse information and may be acting under a Rule 10b5-1 trading plan. While the dollar amount is meaningful in absolute terms, the percentage of ownership being sold is modest, suggesting limited direct dilution or governance impact. Nevertheless, continued insider selling can influence market sentiment and merits monitoring by investors.

T Stamp Inc. (IDAI) – Form 4 insider transaction

Director William McClintock filed a Form 4 disclosing the grant of 52 Restricted Stock Units (RSUs) on 06/30/2025. Each RSU converts into one share of Class A common stock at no cost to the director. The grant is coded “A” (acquisition), indicating the shares were awarded to the insider rather than purchased in the open market.

Following the award, McClintock now beneficially owns 312 RSUs. The RSUs carry a stated expiration/settlement date of 01/02/2026, implying a vesting or settlement schedule around that date. The filing was signed on 07/01/2025 by Lance Wilson under a power of attorney.

The transaction size is immaterial (52 shares) relative to T Stamp’s public float and does not affect ownership control or share-count in a meaningful way. Nonetheless, insider awards can signal board alignment with shareholders and provide modest incremental equity incentives.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 3-Year Autocallable Barrier Securities linked to the worst of the Russell 2000 (RTY) and S&P 500 (SPX) indexes. Each security has a $1,000 stated principal amount and is scheduled to price on 28 Jul 2025, mature on 2 Aug 2028, and features two key valuation dates.

• Upside: Investors participate in 200 % of any positive return of the worst-performing index at maturity, subject to automatic call.
• Automatic early redemption: If, on the interim valuation date (29 Jul 2026), the worst performer is at or above its initial level, the notes are called at par plus a ≥ 10.50 % annualized premium (≈ $1,105 per note at the minimum premium).
• Principal protection: Conditional. A final barrier is set at 80 % of the initial level for each index. If the worst performer closes below this barrier on the final valuation date, principal is reduced 1-for-1 with the index decline and can be wiped out entirely.
• Income: No periodic coupons or interest payments.
• Credit risk: Payments depend on the solvency of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the securities are unsecured and unsubordinated.
• Liquidity: No exchange listing; secondary market likely limited and at a discount to estimated value.

The product suits investors with a moderately bullish to neutral view on both RTY and SPX over three years and a willingness to accept downside exposure below a 20 % buffer in exchange for enhanced upside (2× participation) and the potential early premium.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is marketing 13-month Autocallable Contingent Coupon Securities linked to the share performance of Apple Inc. (AAPL). The notes are senior unsecured obligations that combine monthly contingent coupons with conditional principal protection.

• Coupon mechanics: Investors may receive a monthly coupon of at least 10.00% per annum (≈0.833% per month) only if AAPL’s closing price on the relevant valuation date is ≥ 77% of the initial price (the “coupon barrier”). Coupons are not accrued if the barrier is breached.
• Autocall feature: Beginning six months after issuance, the notes are automatically redeemed on any monthly valuation date if AAPL closes at or above its initial price. Early redemption pays par plus the coupon for that month.
• Maturity payment (if not called): • If AAPL ≥ 77% of initial on the final valuation date, investors receive par. • If AAPL < 77%, repayment equals $1,000 × (1 + underlying return), exposing investors to one-for-one downside and potential 100% loss of principal.
• Key dates: Pricing 10 Jul 2025; monthly observations; maturity 13 Aug 2026.
• Credit & liquidity: All payments depend on the credit of Citigroup Global Markets Holdings Inc. and its guarantor, Citigroup Inc.; the securities will not be listed, and secondary liquidity may be limited.
• Illustrative payouts: Hypothetical tables show that a −23% move in AAPL still returns par due to the 77% barrier, whereas a −25% move cuts principal to $750 and a full −100% move results in zero repayment.
• Risks highlighted: possibility of full principal loss, missed coupons, issuer credit risk, valuation below issue price at launch, tax uncertainty and potential conflicts of interest.

The offering is documented in a Free Writing Prospectus filed under SEC Rule 433 and must be read together with the preliminary pricing supplement dated 1 Jul 2025 and accompanying prospectus documents (File Nos. 333-270327 & 333-270327-01).

Fiserv, Inc. (symbol FI) has filed a Form 25 with the U.S. Securities and Exchange Commission to remove its 2.250% Senior Notes due 2025 from listing and registration on the New York Stock Exchange (NYSE) under Section 12(b) of the Exchange Act. The NYSE certifies that it has met all requirements for striking the securities and that the issuer has complied with exchange and SEC Rule 12d2-2 procedures for voluntary withdrawal. The notification was signed on 1 July 2025 by an authorized NYSE representative. The filing affects only this specific debt class and does not reference Fiserv’s common equity or operational metrics.