Greif SEC Filings

Greif, Inc. (NYSE: GEF) filed a Form 8-K on July 3, 2025 under Item 7.01 (Regulation FD). The filing furnishes the transcript of a management conference call held on July 1, 2025 with investors and analysts to discuss the planned divestiture of two subsidiaries—Greif Containerboard Solutions, LLC and Box-Board Holding Corporation. The transcript is provided as Exhibit 99.1.

The 8-K does not contain the purchase price, closing timetable, pro-forma financials, or other quantitative details of the transaction, nor does it include additional financial statements under Item 9.01. Investors therefore have disclosure of the discussion, but limited data on the divestiture’s financial impact.

Form 4 filing overview: Clover Health Investments (CLOV) reported insider activity by Jamie L. Reynoso, listed as “CEO, Medicare Advantage.” On 30 June 2025 Ms. Reynoso earned 217,523 Class A shares through the final tranche of a March 16 2023 performance-based RSU award. To satisfy withholding taxes, the company automatically sold 85,596 shares at $2.79 per share. After the automatic sale, Ms. Reynoso’s direct ownership stands at 3,328,328 Class A shares, up roughly 132 k shares versus the prior balance.

• Nature of transaction: “A” code denotes acquisition from equity award; “F” code denotes shares withheld for taxes—neither represents an open-market trade.
• Cost basis: RSUs were settled at no cash cost to the insider; only the tax-withholding sale carries a market price.
• Alignment impact: The executive retains a sizable equity stake (≈3.3 million shares), reinforcing incentive alignment, but no new cash investment was made.

Overall, the filing reflects routine equity-compensation vesting and related tax withholding rather than a discretionary buy or sell decision. Market impact is expected to be neutral barring other catalysts.

Qualcomm Inc. (QCOM) Form 144 filing discloses that an insider, Akash Palkhiwala, has notified the SEC of an intent to sell 3,333 common shares on or about 07/02/2025 through Goldman Sachs & Co. LLC. The shares have an estimated aggregate market value of $541,012.56, representing roughly 0.0003% of the company’s 1.098 billion outstanding shares.

The filing also details recent activity: over the past three months the same insider sold 9,999 shares across six transactions, generating ~$1.40 million in gross proceeds at prices consistent with market levels. All shares referenced were originally acquired on 09/23/2021 as restricted stock awards granted by the issuer and are being liquidated under Rule 144.

No additional financial metrics, corporate developments or 10b5-1 plan details are provided. Because the contemplated sale is immaterial relative to total shares outstanding and involves previously disclosed compensation stock, the filing is regarded as a routine insider-selling notice rather than a signal of fundamental change at Qualcomm.

Clarivate Plc (CLVT) – Form 4 insider transaction filed 07/02/2025.

Director Andrew M. Snyder reported routine quarterly equity compensation in lieu of a cash retainer. On 06/30/2025 he acquired 11,918 ordinary shares at the 06/30/2025 closing price of $4.30, equivalent to the $51,250 board fee. To cover withholding taxes, 527 shares were surrendered at the same price. After these transactions Mr. Snyder holds 164,489 shares directly.

In addition, Snyder has large indirect holdings totalling 24,374,148 shares through Cambridge Information Group entities and a family trust, though he disclaims beneficial ownership beyond his pecuniary interest.

No options or other derivative securities were reported. The filing reflects normal director compensation rather than a discretionary open-market purchase, so market impact is expected to be minimal.

Greif, Inc. (GEF) filed a Form 144 disclosing that an insider plans to sell up to 19,248 Class A shares through Fidelity Brokerage Services on or about 01 July 2025. The block carries an aggregate market value of $1.35 million and represents approximately 0.07 % of the 26.13 million Class A shares outstanding.

The filing also lists a prior disposition: on 09 June 2025 the same individual, named as Ole Rosgaard, sold 30,000 Class A shares for gross proceeds of $1.97 million. Taken together, recent and proposed sales total 49,248 shares, or roughly 0.19 % of the current float.

The shares to be sold were acquired on 16 January 2024 via restricted-stock vesting and are being sold for the insider’s own account. No operational, earnings or strategic information is included; the document strictly serves as notice under Rule 144 and contains the standard representation that the seller is not in possession of undisclosed material adverse information.

For investors, the key takeaway is the continued insider selling activity, which, while small relative to total shares outstanding, may be monitored as a gauge of insider sentiment toward Greif’s equity.

Thermo Fisher Scientific Inc. (TMO) filed a Form 4 on July 1, 2025 disclosing that director Jennifer M. Johnson was credited with 76.54 phantom stock units on June 28, 2025 under the company’s Deferred Compensation Plan for Directors. The units, valued at $408.28 each, convert to common stock on a 1-for-1 basis when the director leaves the board or upon a change of control. After the credit, Johnson holds 474.05 stock-equivalent units, all recorded as direct ownership.

The transaction represents routine deferral of quarterly board retainer fees rather than an open-market purchase or sale. With an estimated market value of roughly $31 thousand, the filing is financially immaterial relative to Thermo Fisher’s multi-billion-dollar market capitalization. No options were exercised, no common shares were sold, and the company’s share count and cash position remain unchanged. The filing nevertheless reinforces incentive alignment by tying a portion of Johnson’s compensation to future shareholder returns.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering $7.774 million of Contingent Income Callable Securities due 1-Jul-2027. The notes are linked to the worst performing of three U.S. equity indices: Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX).

Coupon mechanics: Investors may receive a quarterly contingent coupon of 2.5375% (10.15% p.a.) when, on every trading day in the observation period, no index closes below its Coupon Barrier (70 % of the initial level). A single intraperiod breach cancels that quarter’s coupon.

Downside & principal repayment: At maturity, if the final level of the worst performing index is at or above the Downside Threshold (also 70 % of the initial level), the holder is repaid the full $1,000 principal plus any final coupon. If it is below 70 %, principal is reduced 1-for-1 with the index loss (e.g., –40 % index return ⇒ $600 repayment). There is no minimum redemption value; principal can be completely lost.

Issuer call feature: Citigroup may redeem the notes in full on any quarterly Potential Redemption Date (first date 2-Oct-2025) with three business-day notice. Early redemption pays $1,000 plus the corresponding coupon and terminates future coupons.

Credit & valuation: The notes are senior, unsecured obligations of Citigroup Global Markets Holdings Inc. and carry Citigroup Inc.’s full guarantee—payments depend on the group’s creditworthiness. Estimated value on the pricing date is $977 per note, $23 below the $1,000 issue price, reflecting structuring/hedging costs and internal funding rate. CGMI acts as underwriter, collects a $20 fee per note, pays $15 selling concession and $5 structuring fee to Morgan Stanley Wealth Management. No exchange listing is planned; secondary liquidity will rely on CGMI’s discretionary market-making.

Key parameters: Initial index levels—NDX 22,534.20; RTY 2,172.526; SPX 6,173.07. Barrier/threshold levels are 70 % of each initial level. CUSIP 17333KEA1; pricing date 27-Jun-2025; issue date 2-Jul-2025; final valuation 28-Jun-2027; maturity 1-Jul-2027.

Investor profile: Suitable only for sophisticated investors comfortable with equity-index risk, issuer credit exposure, potential illiquidity, and asymmetric return (high coupons but no upside participation and full downside beyond 30 % decline).

The Bank of Nova Scotia (BNS) is offering $7.418 million of Partial Principal at Risk Securities linked to the S&P 500® Index, issued under its Senior Note Program, Series A. The six-year notes price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 3 Jul 2031. Each $1,000 security:

• No coupon; investors forgo dividends on the underlying index.
• Upside: 100% participation in positive index performance, capped at a 64.89 % gain (maximum payment $1,648.90).
• Downside: 1-for-1 loss if the index is below its initial level, but losses are limited by a minimum payment of 95 % of principal ($950). Maximum loss is therefore 5 %.
• Initial index value: 6,204.95 (SPX close 30 Jun 2025); valuation date: 30 Jun 2031.
• Credit exposure: Senior unsecured, subject to BNS default risk; not CDIC/Fed-insured and not bail-inable.

The issue price equals par, but BNS’ estimated value is $949.50, reflecting selling commissions ($30) and a structuring fee ($5) paid to Morgan Stanley Wealth Management. The economic cost to investors is therefore ~5 % above the bank’s internal model value. Scotia Capital Inc. acts as calculation agent and market-maker but is not obliged to provide secondary liquidity; the notes are unlisted.

Investor profile: suitable only for investors who can hold to maturity, are comfortable with BNS credit risk, accept tax treatment as contingent payment debt instruments (CPDI) that generates annual OID income, and are willing to exchange potential unlimited equity upside and dividend income for a capped 64.89 % return and limited 5 % downside.

Key risks: credit risk of BNS, illiquidity, price may trade below par before maturity, complex U.S./Canadian tax rules, and the embedded fee spread between issue price and estimated value. The $7.4 million size is immaterial to BNS’ capital structure and earnings.

Bluerock Homes Trust, Inc. (NYSE American: BHM) has filed an amended Form 8-K (8-K/A) to provide audited and pro forma financial statements connected to its April 28, 2025 acquisition of Southern Pines Reserve, a 272-unit multifamily community in Aberdeen, NC.

Transaction structure

• Purchase price: $56.6 million.
• Financing: (i) $30.7 million senior mortgage loan at a fixed 5.13% rate maturing 5/1/2035; (ii) $20.0 million draw on KeyBank revolving credit facility; (iii) $2.0 million capitalized acquisition costs, including $1.4 million related-party fee.

Property performance (stand-alone)

• Year ended 12/31/24 rental revenue: $4.922 million; operating expenses: $1.566 million; revenue in excess of certain expenses: $3.356 million.
• Unaudited Q1-25 rental revenue: $1.211 million; operating expenses: $0.400 million; excess: $0.811 million.
• Fire on 2/8/25 destroyed eight units, reducing unit count from 280 to 272; purchase price and pro forma data adjusted accordingly.

Pro forma impact on BHM

• Balance sheet (3/31/25): Total assets rise by $49.6 million to $1.014 billion; net real estate investments grow to $734.6 million. Debt increases by $49.6 million (mortgages + credit facility).
• Q1-25 operations: Rental revenue up $1.19 million to $17.10 million; depreciation, interest and fees add costs, resulting in incremental net loss attributable to common stockholders of $0.07 million (loss widens to $(2.60) million).
• FY-24 operations: Rental revenue up $4.78 million; net loss attributable to common stockholders deepens by $0.86 million to $(5.09) million.

Key considerations for investors

• The acquisition expands BHM’s multifamily footprint and is expected to be immediately revenue-accretive but not yet earnings-accretive due to higher depreciation and financing costs.
• Fixed-rate mortgage provides interest-rate visibility, while near-term credit-facility borrowing introduces refinancing risk after one year.
• Loss of eight units highlights property-specific risk, but purchase price was adjusted and insurance outcomes are not disclosed.
• Related-party acquisition and asset-management fees create potential governance and cost scrutiny.