Morgan Stanley SEC Filings

Arcutis Biotherapeutics Inc. (NASDAQ: ARQT) has submitted a Form 144 notifying the SEC of an intended sale of 9,208 common shares by insider Howard Welgus. The shares are to be brokered through Merrill Lynch on or about 01 July 2025 and carry an aggregate market value of roughly $127,431. With 119,201,724 shares outstanding, the contemplated transaction represents approximately 0.008 % of the float.

The stock being sold originates from three restricted-stock vesting events: 06 Jun 2023 (2,583 sh), 27 Feb 2024 (2,250 sh) and 31 May 2024 (4,375 sh). The filing also discloses previous dispositions by the same insider over the past three months—10,000 shares on 01 May 2025 for $146,357 and 10,139 shares on 18 Jun 2025 for $135,269—bringing total recent insider sales to 29,347 shares valued at $409,057.

No additional operational, earnings or strategic information is provided; the document solely fulfills Rule 144 notice obligations for this limited insider sale.

Morgan Stanley Finance LLC (Series A Global Medium-Term Notes) – Preliminary Pricing Supplement No. 9,133 announces the launch of Callable Jump Notes due Aug-1-2030 that are fully and unconditionally guaranteed by Morgan Stanley. The $1,000-denominated securities are linked to the S&P 500 Futures Excess Return Index (SPXFP) and are designed to return principal at a minimum, while offering either (i) a stepped, call-triggered redemption schedule beginning Jul-31-2026, or (ii) 120% participation in index appreciation at maturity if the notes are not called and the final index level exceeds the initial level.

Key structural terms

• Issue price: $1,000; estimated value on pricing date: ≈$933.20 (down ~6.7% from issue price due to fees and internal funding rate).
• Strike & pricing date: Jul-28-2025; maturity: Aug-1-2030 (≈5-year term after first call eligibility).
• Call feature: MS may redeem in whole (not in part) on any of 48 predefined quarterly dates if a risk-neutral valuation model deems redemption economically rational. Minimum call price rises ≈$10 every date, equating to an annualized return of ≥12% on the first call and ≥11% over the life of the schedule.
• Payment at maturity (if not called): • If Final > Initial, investor receives principal + 120% × index gain. • If Final ≤ Initial, investor receives principal only. No downside exposure below principal.
• No periodic coupons; principal protection only at maturity; senior unsecured obligations of MSFL, guaranteed by Morgan Stanley.
• Not listed on any exchange; MS & Co. may make markets but is not obligated to do so; expected limited secondary liquidity.

Risk highlights

• Credit risk: repayment dependent on Morgan Stanley; notes are unsecured.
• Call/early-redemption risk: issuer has unilateral right to redeem when it is most advantageous to Morgan Stanley, capping upside; investors bear reinvestment risk.
• Value erosion: Estimated value < issue price due to distribution, structuring and hedging costs plus an internal funding rate below MS secondary spreads.
• Zero coupon & inflation risk: no interim interest; if index does not appreciate investors earn 0% before inflation.
• Taxation: expected treatment as Contingent Payment Debt Instrument (CPDI); holders must accrue phantom income annually.
• Liquidity risk: no listing; secondary market prices likely below par and below estimated value; bid/offer spread applies.

The offering caters to investors seeking principal protection with potential equity upside, who are willing to accept issuer credit exposure, call risk and a negative issue-to-value differential in exchange for ≥12% potential annualized call premiums or 120% equity participation at maturity.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing “Worst-of RTY and SPX Callable Jump Notes” maturing on August 1, 2030. The $1,000-denominated structured notes are linked to the Russell 2000 (RTY) and S&P 500 (SPX) and provide:

• 100 % upside participation in the worst-performing index at maturity, subject to issuer call.
• Full principal repayment at maturity even if either index falls to –100 % (credit risk of Morgan Stanley applies).
• No periodic coupon; potential return comes from either a step-up issuer-call premium or index appreciation at maturity.

The issuer can redeem the notes in whole on any of 48 monthly dates starting July 31 2026. If called, holders receive a fixed cash amount that starts at $1,087.50 (+8.8 %) and escalates to $1,430.208 (+43.0 %) by July 3 2030. Whether calling is “economically rational” is determined by Morgan Stanley’s internal risk-neutral valuation model, creating significant reinvestment uncertainty.

Key economic terms:

• Issue price: $1,000
• Estimated value: $937.20 (±$55) ― implies roughly 6 % embedded fees/hedging costs.
• Pricing / Observation dates: July 28 2025 / July 29 2030.
• CUSIP: 61778NDX6; notes will not be exchange-listed.

Risks highlighted include absence of interest, early-call risk, valuation and liquidity constraints, worst-of performance drag, small-cap exposure via RTY, and Morgan Stanley credit risk. Investors should consult the preliminary pricing supplement and tax discussion before investing.

TransDigm Group Incorporated, through its wholly owned subsidiary TDG Rise Merger Sub, Inc., has completed the cash tender offer for all outstanding shares of Servotronics, Inc. (NYSE American: SVT).

• Offer terms: $47.00 per share in cash, net of withholding taxes.
• Tender results: 2,228,197 shares were validly tendered and not withdrawn, representing 87.09 % of outstanding shares, thereby satisfying the minimum-tender condition.
• Acceptance & payment: All validly tendered shares have been irrevocably accepted for purchase; cash payment will be made promptly in accordance with the offer terms.
• Subsequent merger: On 1 July 2025, the offeror effected a short-form merger under DGCL §251(h). Servotronics survived as a wholly owned subsidiary of TransDigm, and each remaining untendered share (other than those subject to appraisal or held in treasury) has been converted into the right to receive the same $47.00 cash consideration.
• Delisting & deregistration: SVT shares ceased trading prior to market open on 1 July 2025 and will be delisted from NYSE American. TransDigm plans to terminate Servotronics’ Exchange Act registration and suspend all related reporting obligations as soon as practicable.

This filing (Schedule TO-T/A Amendment No. 2) constitutes the final amendment reporting completion of the tender offer and merger. No additional financial statements were required under Item 10. A joint press release dated 1 July 2025 detailing the results is included as Exhibit (a)(5)(B).

Planet Labs PBC (NYSE: PL) filed a Form 8-K on 1 July 2025 under Item 7.01 (Reg FD). The company disclosed that it has entered into an unspecified agreement; details such as counterparties, scope, duration or financial terms were not provided in the filing.

The accompanying press release (Exhibit 99.1) states that the agreement does not alter Planet’s previously issued revenue, EBITDA and cash-flow guidance for the quarter ending 31 July 2025 or for fiscal year ending 31 January 2026, as last reaffirmed on 4 June 2025. Therefore, management views the arrangement as immaterial to its near-term financial outlook.

No other Items (e.g., 1.01 material definitive agreement, 2.02 results, 5.02 leadership changes) were triggered, suggesting the disclosure is strictly informational to comply with Regulation FD.

Key exhibits: 99.1 (press release) and 104 (iXBRL cover data). There are no financial statements, pro formas or updated risk factors included.

JPMorgan Chase Financial Company LLC is offering Buffered Callable Range Accrual Notes linked to the S&P 500® Index maturing on 31 July 2030. The notes are senior, unsecured obligations of the issuer and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Investors purchase the notes in $1,000 increments; pricing is expected on 28 July 2025 with settlement on 31 July 2025.

Coupon mechanics. Interest accrues monthly at a variable rate determined by the following formula: Interest Rate = 5.90% × (Variable Days / Actual Days). “Variable Days” are trading days during which the S&P 500 closes at or above 85% of the initial index value (the “Minimum Index Level”). If the index is below that threshold for an entire period, the rate is 0%. The rate is capped at 5.90% and floored at 0.00% per annum. Payments are made on the last business day of each month, beginning 29 August 2025.

Principal repayment. At maturity, holders receive par only if the S&P 500 final value is at or above the Buffer Level (85% of initial). Otherwise, investors lose 1% of principal for every 1% the index is below the buffer, exposing them to a maximum loss of 85% of principal. Hypothetical examples show repayment ranging from $1,000 (no loss) down to $150 per $1,000 note in a full-drawdown scenario.

Issuer call option. JPMorgan may redeem the notes monthly, beginning 31 July 2026, at 100% of principal plus accrued interest. Early redemption would truncate the investor’s upside and create reinvestment risk.

Pricing economics. Indicative selling commissions are approximately $35 per $1,000 note (not to exceed $40). The estimated value, if priced today, is roughly $939.80, at least 6% below the expected issue price, reflecting fees, hedging costs and the bank’s internal funding rate. The final estimated value will not be less than $900 per $1,000.

Key risks. 1) Credit exposure to both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; 2) market loss of up to 85% if the S&P 500 drops below the buffer; 3) variable coupon that may be 0% for extended periods; 4) issuer’s right to call the notes, limiting upside; 5) secondary-market liquidity likely thin, with prices expected below par; 6) tax treatment uncertain—issuer intends to treat the notes as income-bearing prepaid derivative contracts.

These notes suit investors seeking enhanced income relative to traditional debt, willing to trade equity-linked risk, coupon variability and call risk for a capped coupon and limited principal protection.

Kineta, LLC (successor to Kineta, Inc.) filed Post-Effective Amendment No. 1 to nine prior Form S-8 registration statements to deregister all remaining unsold shares of common stock that had been reserved for issuance under multiple legacy equity incentive and employee stock purchase plans of Proteostasis Therapeutics, Yumanity Therapeutics and Kineta. The action follows the closing of Kineta’s two-step merger with TuHURA Biosciences on 30 June 2025. In the transaction, Kineta first merged into a TuHURA subsidiary, then into a second subsidiary, creating Kineta, LLC as a wholly owned TuHURA subsidiary. Because these corporate events terminated the underlying equity plans, the share offerings registered on the affected statements are no longer needed; the company is therefore removing them from registration in accordance with SEC rules.

Penguin Solutions, Inc. (ticker: SGH) filed Post-Effective Amendment No. 1 to sixteen previously effective Form S-8 registration statements following completion of its court-approved redomiciliation from the Cayman Islands to the State of Delaware on 30 June 2025. Acting under Rule 414 of the Securities Act, the Delaware successor issuer formally adopts each S-8 as its own, thereby maintaining registration of shares issuable under three employee equity plans: the Amended & Restated 2017 Stock Incentive Plan, 2018 Employee Stock Purchase Plan and 2021 Inducement Plan.

The amendment does not register additional securities; instead it provides that all outstanding awards will settle in Delaware common stock on a one-for-one basis with the former Cayman ordinary shares, preserving both share count and economic rights for plan participants and shareholders. The company continues to qualify as a large accelerated filer and incorporates by reference all historical reports filed by the Cayman entity, plus future Exchange Act filings, ensuring uninterrupted periodic reporting.

The filing also supplies updated governance documents (certificate of incorporation, bylaws) and customary exhibits, restates indemnification provisions for directors and officers under Delaware law, and confirms that directors and officers are covered by D&O insurance. Overall, the amendment is primarily administrative, aligning the company’s equity plans and SEC filings with its new U.S. domicile while leaving capital structure and operating results unchanged.

Royal Bank of Canada (RY) has filed a preliminary 424(b)(2) pricing supplement for three separate Capped Enhanced Return Buffer Notes maturing 4 August 2027. Each note is linked to a single equity index—Nasdaq-100 (NDX), Russell 2000 (RTY) or S&P 500 (SPX)—and will be issued in $1,000 denominations on 5 August 2025.

Upside mechanics. If the Final Underlier Value exceeds the Initial Underlier Value, investors receive 150 % of the index return, capped at a Maximum Return set on the trade date (indicative ranges: NDX 24.5-26.5 %, RTY 28-30 %, SPX 20-22 %).

Downside mechanics. A 10 % buffer protects principal as long as the index does not lose more than 10 %. Below that threshold, principal is reduced point-for-point beyond the 10 % loss. Example: a 50 % index decline produces a 40 % note loss ($600 redemption).

Key terms.

• Participation Rate: 150 % (subject to cap)
• Buffer Value: 90 % of initial index level
• Trade Date: 31 Jul 2025  |  Valuation Date: 30 Jul 2027
• Maturity: 4 Aug 2027 (2-year term)
• Price to public: 100 % of face; underwriting discount 1 % (dealer concessions up to $10 per $1,000)
• Initial estimated value: $928-$979 (i.e., 92.8-97.9 % of face), below issue price

Risk highlights. The notes pay no coupons, have limited upside due to the cap, and expose investors to 1-for-1 downside beyond the 10 % buffer. They are senior unsecured obligations of Royal Bank of Canada—payments depend on the bank’s credit. The securities are intended to be held to maturity; no exchange listing is planned and secondary liquidity is expected to be thin, with bid-ask spreads and dealer mark-downs likely. The issuer’s initial estimated value—calculated using RBC’s internal funding rate—will be lower than the offering price, creating an immediate economic cost to the investor. U.S. tax treatment is uncertain; RBC expects the notes to be treated as prepaid financial contracts.

Investors seeking enhanced, but capped, equity exposure with partial downside protection may find the structure useful; however, the product’s risk/return trade-off, illiquidity, and issuer credit considerations must be carefully weighed.