Morgan Stanley SEC Filings

DevvStream Corp. has called a virtual special meeting of shareholders for 8:00 a.m. PT on July 28 2025 to vote on two key items.

• Proposal 1 – Reverse Stock Split: Authorizes the Board, at any time within one year after approval, to file Articles of Amendment implementing a reverse split of outstanding common shares at a ratio between 1-for-5 and 1-for-50. The exact ratio will be selected by the Board and announced publicly.
• Proposal 2 – Adjournment: Allows one or more adjournments of the meeting to solicit additional proxies if votes are insufficient to pass Proposal 1.

The record date is June 23 2025; on that date 33,461,734 common shares were outstanding. A quorum requires one-third of those shares (11,153,911) to be present online or by proxy. Proposal 1 needs approval by holders of at least two-thirds of votes cast; Proposal 2 requires a simple majority.

Rationale. The primary objective is to regain or maintain compliance with the Nasdaq Capital Market $1.00 minimum bid price rule, after DevvStream received a notice of non-compliance on February 12 2025. The Company has until August 13 2025 to cure the deficiency. Management also cites potential improvements to liquidity, analyst coverage, and institutional ownership that a higher share price could bring.

Key mechanics. • No change to the unlimited authorized share capital.
• No fractional shares will be issued; holdings will be rounded down to the nearest whole share.
• All outstanding options, warrants and convertible securities will be proportionally adjusted.
• Shareholders holding certificates will receive instructions from Continental Stock Transfer & Trust to exchange them; book-entry holders will be adjusted automatically.
• The Board may abandon the split at any time before filing, even if shareholders approve it.

Risks. Management cannot guarantee that the split will raise or sustain the share price above $1.00, nor prevent future delisting for other rule breaches. A higher price may reduce trading volume, and rounding down fractions slightly dilutes affected holders.

The Board unanimously recommends voting FOR both proposals.

NVIDIA Corporation (NVDA) director A. Brooke Seawell filed a Form 4 covering activity on 26 June 2025. The filing shows the automatic, cost-free award (Transaction Code “A”) of 1,799 restricted stock units (RSUs) granted as part of the company’s annual board compensation program. These RSUs carry a two-step vesting schedule:

• 50 % on 19 Nov 2025
• 50 % on 20 May 2026

Following the grant, the director’s direct holdings stand at 10,387 common shares. Substantial additional ownership is reported indirectly through three family trusts: 1,000,000 shares (Revocable Trust), 1,679,361 shares (Administrative Trust) and 2,000,000 shares (Survivor Trust). No shares were sold or otherwise disposed of in the reported period.

The filing reflects routine board equity compensation and signals continued insider alignment, but it does not involve open-market purchasing or selling that might indicate a directional view on NVIDIA’s valuation.

Citigroup Inc. (ticker C) is marketing a new tranche of Medium-Term Senior Notes, Series G – Callable Fixed-Rate Notes due 21 July 2032. The securities are unsecured senior debt subject to Citigroup’s credit risk and are intended to qualify as Total Loss Absorbing Capacity (TLAC) eligible instruments, meaning they could be written down or converted in a Citigroup bankruptcy resolution.

Key commercial terms

• Denomination: $1,000 per note
• Coupon: fixed, ≥ 5.00 % per annum (final rate set on the 16 July 2025 pricing date) paid semi-annually on 21 January and 21 July, 30/360 convention
• Tenor: 7 years, maturing 21 July 2032
• Issuer call: Citigroup may redeem the notes in whole (not in part) on any 21 January, 21 April, 21 July or 21 October beginning 21 October 2026 upon ≥ 5 business-day notice, at 100 % of principal plus accrued interest
• Listing: None; investors must rely on an over-the-counter market that CGMI may, but is not obliged to, make
• Issue price: $1,000 par; eligible institutional / fee-based accounts may pay as low as $986
• Underwriting fee: up to $14 per note, paid to affiliate Citigroup Global Markets Inc. (CGMI)
• CUSIP / ISIN: 17290AG61 / US17290AG617

Principal risk considerations

• Call risk: Citigroup is more likely to redeem when prevailing rates fall below the 5 % coupon, capping investor upside and reinvestment potential.
• Credit & TLAC bail-in risk: In a resolution, losses are imposed first on shareholders and then on senior creditors; the notes may be bailed-in before other liabilities.
• Liquidity risk: No exchange listing and CGMI may discontinue making a market at any time.
• Price performance: Immediate secondary prices will include a temporary upward adjustment that amortises to zero over four months; early sellers may realise losses.
• Tax uncertainty: A future assumption of the notes by a Citigroup subsidiary could constitute a taxable modification, though Citigroup believes it should not.

Proceeds will be used for general corporate purposes and to hedge the issuer’s obligations. The offering is routine funding activity rather than a transformational event, but the 5 %+ coupon may appeal to yield-focused fixed-income investors willing to accept liquidity and call risks.

Form 4 filing overview – The Hanover Insurance Group, Inc. (THG)

Executive Vice President Jeffrey M. Farber reported a routine, non-open-market acquisition of THG common stock on 27 June 2025. The transaction reflects the automatic issuance of 51.978 restricted stock units (RSUs) representing dividend-equivalent rights under the company’s 2022 Long-Term Incentive Plan. The RSUs were acquired at a stated price of $0.00 because they are dividend equivalents rather than market purchases. These units will vest on the third anniversary of the original RSU grant to which they relate.

Following this accrual, Farber’s direct beneficial ownership rises to 45,942.68 shares of THG common stock. No derivative securities were transacted, and no sales were reported.

Investment significance

• The filing signals continued equity alignment by a senior executive, yet the incremental 52-share increase (≈0.1% of his holdings) is immaterial in absolute and relative terms.
• Because the RSUs stem from routine dividend accruals and carry a standard three-year vesting schedule, the event is considered administrative rather than directional.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing SPX Dual Directional Buffered Participation Securities maturing on August 1, 2030. The note’s performance is linked to the S&P 500 Index (SPX) and offers both upside participation and limited protection against moderate declines.

• Upside mechanics: Investors receive 100% of any index gain, capped by a maximum payment of 147.5%–152.5% of principal (≈ $1,475–$1,525).
• Downside mechanics: A 20% buffer absorbs the first 20% of index losses. Within this range, the note pays an amount equal to the absolute return (e.g., –10% SPX = +10% payout). Losses beyond –20% are borne on a 1-for-1 basis, up to an 80% maximum loss.
• Key dates: Pricing 7/28/2025, single observation 7/29/2030, maturity 8/1/2030.
• Issue price: $1,000; estimated value: ≈ $926.70 (reflects dealer margin and hedging costs).
• Credit & liquidity: Payments depend on Morgan Stanley’s credit. The securities are unlisted, and secondary trading may be limited.

The offering is made under Registration Statement Nos. 333-275587 and 333-275587-01, via preliminary pricing supplement No. 9,061. Prospective investors should review the detailed risk factors and tax considerations before investing.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing three-year principal-protected market-linked notes tied to the S&P 500 Index (SPX) and the Dow Jones Industrial Average (INDU). The investor’s return is based solely on the worst performing index at the single observation date of July 28 2028.

Key Terms

• Stated principal: $1,000 per note
• Participation rate: 100 % of any index gain
• Maximum payment: 119 %–124 % of principal ($1,190–$1,240)
• Downside protection: payment will not be less than principal, regardless of index loss
• No periodic coupons or interim payments
• Pricing date: July 28 2025; Maturity: August 2 2028
• Estimated value: $951.90 (4.8 % below issue price) reflecting dealer costs and hedging

Risk Highlights

• Limited upside: gains are capped at 19 %–24 %; any index rise above this level is forgone.
• No interest: investors receive no income before maturity.
• Credit exposure: repayment depends on Morgan Stanley’s ability to pay.
• Worst-of structure: a decline in either index nullifies upside from the other.
• Liquidity: the notes are unlisted; secondary trading, if any, could be at a discount.
• Estimated value below par signals embedded fees; price transparency may be limited.

These notes may appeal to investors seeking full principal protection with modest equity upside over a three-year horizon, but they sacrifice dividend income, broader upside participation, and carry issuer credit and liquidity risk.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing Worst-of SPX and RTY Trigger Jump Securities (CUSIP 61778NEB3) that mature on August 1, 2030. Each $1,000 security offers a fixed upside payment of $375–$425 (37.50%–42.50%) if, on the single observation date (July 29, 2030), the worst performing of the S&P 500 Index (SPX) and Russell 2000 Index (RTY) is at or above its initial level, or has not declined by more than 35%. If the worst underlier closes below the 65% downside threshold, principal is lost 1-for-1 on the decline and can reach zero. No periodic coupons are paid.

The preliminary estimated value is $922 (±$55) per $1,000 note, reflecting dealer margins and hedging costs. The notes will not be listed, and secondary liquidity may be limited. All payments are subject to Morgan Stanley’s credit risk; MS Finance LLC is a finance subsidiary with no independent operations.

Key terms

• Issuer: Morgan Stanley Finance LLC; Guarantor: Morgan Stanley
• Underliers: SPX & RTY (worst-of)
• Pricing date: July 28, 2025; Maturity: August 1, 2030
• Downside threshold: 65% of initial level for each index
• Maximum payoff: $1,375–$1,425 per $1,000 note (depending on final pricing)

Risk highlights

• No principal protection and no interim interest
• Performance measured only on the single final observation date
• Estimated value is below issue price, implying an initial economic loss to investors
• Credit exposure to Morgan Stanley; notes are unsecured and unsubordinated
• Unlisted security; resale value influenced by market and credit factors

Canadian Imperial Bank of Commerce (CM) is offering US$26.85 million of Accelerated Return Notes (ARNs) linked to the iShares U.S. Aerospace & Defense ETF (ITA). The notes are senior, unsecured obligations that expose holders to CIBC’s credit risk and the market performance of ITA over an approximately 14-month term (pricing date: June 26 2025; maturity: August 28 2026).

Key economic terms

• Principal: US$10 per unit; 2,684,947 units issued.
• Participation Rate: 300% of any positive price return.
• Capped Value: US$11.29 per unit, limiting maximum gain to 12.90%.
• Downside: 1-to-1 exposure; investors can lose up to 100% of principal if ITA declines.
• Initial estimated value: US$9.655 (≈3.45% below issue price) due to underwriting discount (US$0.175) and hedging cost (US$0.05).
• No periodic coupons, no early redemption, and no exchange listing; liquidity will be limited to dealer bid-offer.

Risk highlights

• Full downside exposure and capped upside create an unfavorable risk-reward profile compared with direct ETF ownership.
• Credit risk of CIBC: any payment depends on the bank’s ability to meet its obligations.
• Valuation friction: internal funding rate and hedging costs depress fair value; secondary prices likely below issue price.
• Sector concentration: ITA’s top three holdings equal 44.03% of fund weight, heightening single-stock impact.

Investor profile: Suitable only for investors who 1) expect a modest rise in ITA, 2) can tolerate full principal loss, 3) do not need income or dividends, and 4) accept limited liquidity.