Hamilton Beach B SEC Filings

Hamilton Beach Brands Holding Co. (HBB) – Form 4 insider filing

Director Thomas T. Rankin reported the award of 1,610 Class A common shares on 07/01/2025 under the company’s Non-Employee Directors’ Equity Compensation Plan (transaction code A). The shares were credited to a trust for which he serves as trustee, bringing that trust’s stake to 185,075 shares. No open-market purchases or sales were recorded and no derivative transactions were reported.

Including various family and estate trusts, Rankin now reports indirect beneficial ownership of several additional blocks (6,444 shares held by spouse; three trusts of 780 shares each; 5,322 shares held for an estate). The filing contains no changes to these balances and Rankin disclaims beneficial ownership of them.

The transaction represents a routine equity compensation grant amounting to less than 0.02% of HBB’s ~13 million shares outstanding and therefore has minimal immediate market impact. Nonetheless, it modestly increases director equity alignment without indicating any bearish sentiment.

Form 4 filing summary for L3Harris Technologies (LHX)

On 1 July 2025, non-employee director Joanna L. Geraghty acquired 168.81 phantom stock units of L3Harris through the company’s 2019 Non-Employee Director Compensation Plan. The units were credited in lieu of a portion of her quarterly cash retainer and are to be settled in L3Harris common stock when she leaves Board service. The reference share value used for the credit was $252.18 per unit.

Following the transaction, Geraghty’s total beneficial holding under the plan increased to 4,430.78 phantom stock units, which includes 13.03 units earned from dividend equivalents since her last report. All holdings are listed as direct and there were no derivative securities involved.

The filing reflects routine director compensation deferral rather than an open-market purchase; therefore, the transaction is unlikely to be materially significant to L3Harris’s share-count or governance profile.

Hamilton Beach Brands Holding Company (HBB) Form 4 filing shows Director Paul D. Furlow acquired 1,610 Class A common shares on 07/01/2025. The transaction is coded “A” and reflects “Required Shares” granted under the Non-Employee Directors’ Equity Compensation Plan. After the award, Furlow’s direct beneficial ownership stands at 67,125 shares. No shares were sold, and no derivative securities were reported. The filing represents routine board compensation and does not materially affect the company’s capital structure.

Bank of Montreal (BMO) plans to issue Senior Medium-Term Notes, Series K – “Callable Barrier Notes with Contingent Coupons” – maturing 15 July 2027. The notes are linked to the least-performing of three U.S. equity benchmarks: the S&P 500, NASDAQ-100 and Russell 2000 indices. They are unsecured, unsubordinated obligations of BMO and will not be listed on any exchange, leaving investors reliant on BMO Capital Markets (BMOCM) for secondary liquidity.

Key economic terms

• Principal amount: US$1,000 minimum denomination.
• Contingent Interest Rate: 0.8125 % per month (≈9.75 % p.a.). A coupon is paid only if, on the relevant monthly Observation Date, each index closes at or above 75 % of its Initial Level (“Coupon Barrier”).
• Issuer Call: From 10 July 2026 (≈ 1 year before maturity) BMO may redeem the notes in whole on any Observation Date, returning par plus the coupon due.
• Maturity payment (if not called): Investors receive par unless any index has fallen below 70 % of its Initial Level (“Trigger Level”). If a Trigger Event occurs, payoff = $1,000 × (1 + % change of the worst-performing index), exposing principal to a 1 : 1 downside with losses up to 100 %.
• Pricing Date: 10 July 2025; Settlement Date: 15 July 2025; Valuation Date: 12 July 2027.
• Estimated initial value: $982 per $1,000, reflecting issuance fees and hedging costs; final estimate will not be below $935.

Investor profile & trade-offs

The product targets yield-seeking investors comfortable with equity-market risk and potential early redemption. Coupons are attractive relative to conventional debt, but are contingent and may cease during market stress – the same environment in which principal is most at risk. Because performance is driven by the worst of three indices, diversification benefits are limited; a sharp decline in any single index can both cancel coupons and trigger principal loss.

Key risks highlighted in the filing

• Principal risk: no protection below the 70 % Trigger Level.
• Coupon risk: coupons are skipped whenever any index is below its barrier.
• Call & reinvestment risk: BMO likely to call when market conditions favour the issuer, capping upside and forcing reinvestment at lower rates.
• Liquidity & valuation: no exchange listing; secondary prices likely below issue price and influenced by BMO’s credit spread and hedging costs.
• Credit risk: payments depend on BMO’s ability to pay; notes are not FDIC/CDIC-insured.
• Tax uncertainty: treated as prepaid contingent income-bearing derivative contracts; IRS could challenge this characterization.

Illustrative scenarios show full par repayment when the worst index closes at or above 70 % of its start level, but a proportional loss thereafter (e.g., a 40 % index decline → $600 payoff; 60 % decline → $400; 100 % decline → $0).

Overall, the filing offers detailed disclosure of terms, mechanics and extensive risk factors to satisfy Rule 433 requirements for a Free Writing Prospectus.

comScore, Inc. (SCOR) – Form 4 insider filing

Director Matthew F. McLaughlin received an equity grant of 10,000 restricted stock units (RSUs) on 07/01/2025 under the company’s 2018 Equity and Incentive Compensation Plan. Each RSU represents one share of common stock.

Vesting schedule: the award vests in full on the earliest of (i) the 2026 annual shareholder meeting, (ii) 30 June 2026, or (iii) a change-of-control event, subject to continued board service. Shares are delivered after separation from service or a change of control.

Compensation changes: the grant’s fair-value target is $120,000, calculated by dividing the target amount by a reference price of $12.00. This represents a significant reduction from the prior director compensation formula, which allocated $170,000 divided by the market price at grant (previously $5.07). The Board reduced overall compensation and applied a higher share price to more closely align directors’ incentives with long-term shareholder value.

Post-transaction ownership: McLaughlin now beneficially owns 10,000 derivative securities (RSUs) held directly; no non-derivative common shares were reported.

The filing is routine and involves no open-market transactions, cash outflow, or immediate dilution; it primarily signals a shift in board compensation structure rather than a material operational event.

Hamilton Beach Brands Holding Co. (HBB) – Form 4 filing discloses a minor insider share acquisition by director John P. Jumper on 01 July 2025. Under the company’s Non-Employee Directors’ Equity Compensation Plan, Jumper received 663 Class A common shares, coded “A” (award). After the transaction, his total indirect beneficial ownership—held as trustee of a family trust—rose to 47,976 shares. No derivative securities or sales were reported, and no purchase price was listed, indicating the shares were granted rather than bought on the open market. The filing does not disclose any additional transactions, option grants, or sales.

White Pine LLC and its parent Laird Norton Company LLC filed Amendment No. 4 to Schedule 13G disclosing that their combined beneficial ownership of Zevia PBC (ticker ZVIA) has fallen below the 5 % reporting threshold. As of 30 June 2025 they hold 951,548 Class A shares and 2,405,938 exchangeable Class B units/shares, totalling 3,357,486 shares, equal to 4.9 % of the Class A float and roughly 4.5 % of all outstanding capital stock. All voting and dispositive power is shared; neither entity has sole authority.

The amendment also corrects an earlier overstatement: Amendment No. 3 had reported 4,838,288 shares, but the accurate figure for 31 December 2024 was 4,747,490. Because the current stake is now below 5 %, this filing constitutes an exit filing; future 13G updates are not required unless ownership again exceeds the threshold.

Implications for investors are moderate. A previous >5 % holder has marginally reduced (or been diluted in) its position, slightly increasing Zevia’s free-float and diminishing the potential influence of White Pine/LNC on shareholder matters. No operational, financial or strategic changes are mentioned.

GS Finance Corp., a wholly owned subsidiary of The Goldman Sachs Group, Inc., is offering $1.496 million of principal-protected, equity-linked Market Linked Notes – Upside Participation to a Cap (Series F) that mature on 7 July 2028. The notes are tied to the lowest performing of three mega-cap technology stocks—Amazon.com (AMZN), Microsoft (MSFT) and NVIDIA (NVDA). Key commercial terms are:

• Face amount: $1,000 per note, issued at par.
• Upside participation: 100% of any positive return in the worst-performing stock, capped at 38.80% (maximum redemption = $1,388).
• Principal protection: Full return of face amount at maturity even if the reference stock declines, subject only to issuer and guarantor credit risk.
• Starting prices (1 Jul 25): AMZN $220.46, MSFT $492.05, NVDA $153.30.
• Calculation day: 3 Jul 28; maturity payment is based solely on the closing price of the lowest performer on that day.
• No coupons or dividends: investors forgo periodic income and any distributions on the stocks.
• Estimated value: $944 per $1,000, about 5.6% below issue price; difference reflects underwriting fee (3.325%), selling concessions and structuring costs.
• Distribution: Goldman Sachs & Co. LLC is lead underwriter; Wells Fargo Securities acts as selling agent. Total underwriting discount = $49,742.
• Tax: Treated as contingent payment debt instruments (CPDI); holders accrue OID based on a comparable yield of 4.40% p.a., compounding semi-annually.

Investment profile: the product seeks to attract investors who (1) want equity upside with capital preservation, (2) are comfortable with a four-year lock-up, (3) accept a hard cap on returns, (4) can evaluate issuer/guarantor credit and complex tax treatment, and (5) understand that performance depends only on the worst-performing share.

Principal risks cited include credit exposure to GS Finance Corp. and its parent, secondary-market illiquidity, valuation below issue price, correlation risk among the three stocks, limited upside because of the cap, zero interim cash flow, and the need to hold to maturity to realize principal protection. The pricing supplement emphasises that the estimated value will decline to the model value once the initial selling concession amortises by 30 Sep 25, and GS&Co. is not obliged to make a market.

Filing overview: On 27 June 2025 Axiom Intelligence Holdings 1 LLC (“Sponsor”), together with Richard H. Dodd and Douglas Ward, filed a Schedule 13D reporting their beneficial ownership of Axiom Intelligence Acquisition Corp 1 (ticker AXINU) following the SPAC’s 20 June 2025 IPO.

Ownership: The group beneficially owns 7,066,667 ordinary shares (400,000 Class A and 6,666,667 Class B), representing 26.1 % of the 27,066,667 total ordinary shares outstanding. Class B shares automatically convert one-for-one into Class A shares at, or prior to, the initial business combination.

Cost basis & funding: Aggregate consideration paid was US$4.025 million, sourced from the Sponsor’s working capital. This includes:

• US$25,000 for 6,708,333 founder Class B shares purchased on 30 Jan 2025 (41,666 later cancelled because the over-allotment option was not exercised).
• US$4.0 million for 400,000 private-placement units bought at US$10.00 each on 20 Jun 2025. Each unit contains one Class A share and one right to receive one-tenth of a Class A share upon closing of a business combination.

Key contractual provisions:

• Founder and private-placement securities are subject to transfer restrictions until 30 days after the business combination.
• Under an “Insider Letter” the Sponsor and insiders must vote all founder shares, private-placement shares and public shares they hold in favour of any proposed business combination and refrain from seeking redemption.
• The Sponsor agreed to indemnify the company to keep the trust account whole in limited circumstances.
• Registration rights grant the Sponsor demand and piggy-back registrations post-business combination.

Governance implications: The 26.1 % stake gives the Sponsor and its two managing members significant influence over shareholder votes, particularly the approval of a future business combination.