Rent The Runway, Inc. SEC Filings

Integer Holdings Corporation (NYSE: ITGR) filed an 8-K on July 10, 2025 announcing a governance change. The Board of Directors has elected Michael J. Coyle as a new director, effective immediately, and increased the board size from 10 to 11 members.

Mr. Coyle will join three key committees—Audit; Compensation & Organization; and Technology Strategy—and will receive compensation under the company’s standard Director Compensation Policy as previously disclosed in the April 7, 2025 proxy statement. His initial term runs until the next annual shareholder meeting. The filing states there are no related-party transactions and no special arrangements connected to his appointment.

The company simultaneously furnished a press release (Exhibit 99.1) under Item 7.01. Consistent with Reg FD instructions, the press release is deemed “furnished,” not “filed,” and therefore carries no Section 18 liability and is not automatically incorporated into other SEC filings.

Royal Gold, Inc. (Nasdaq: RGLD) has entered into two binding arrangement agreements dated 6 July 2025:

• Sandstorm Agreement – International Royalty Corporation (Royal Gold’s wholly owned subsidiary) will acquire 100% of Sandstorm Gold Ltd. in an all-stock exchange. Each Sandstorm share will be exchanged for 0.0625 Royal Gold common share. Outstanding Sandstorm options and share-based awards will convert on the same ratio. Completion requires (i) ≥66 ⅔ % Sandstorm shareholder approval (plus minority approval), (ii) a simple majority of Royal Gold shareholders to approve the new share issuance, (iii) court approval in British Columbia and (iv) key regulatory clearances. Either party may terminate under customary conditions; termination fees are $200 million (Royal Gold) or $130 million (Sandstorm).
• Horizon Agreement – Royal Gold will acquire Horizon Copper Corp. for C$2.00 cash per share; options/warrants will be cash-settled for any in-the-money value. Completion requires ≥66 ⅔ % Horizon shareholder and warrant-holder approval and similar court and regulatory clearances. Termination fees are $15 million (Royal Gold) or $10 million (Horizon).

Support and voting agreements are already signed covering ~1 % of Sandstorm shares (RGLD insiders) and ~54 % of Horizon shares (Horizon insiders and Sandstorm). Royal Gold insiders (holding <1 % of RGLD) have agreed to vote in favour of the Sandstorm deal.

Key closing conditions include absence of material adverse effects, Nasdaq listing of new RGLD shares, dissent rights capped at 5 % (Sandstorm) and 10 % (Horizon), plus receipt of Canadian Competition Act, Investment Canada Act and South African approvals. Outside date is 6 January 2026, extendable to 6 April 2026 if regulatory reviews are still pending.

The Sandstorm share consideration will be issued under the U.S. Securities Act §3(a)(10) exemption following a fairness hearing. Both transactions trigger proxy materials: a Royal Gold proxy statement (SEC), a Sandstorm circular (SEDAR+) and a Horizon circular (SEDAR+).

Royal Gold, Inc. (Nasdaq: RGLD) has signed two definitive arrangement agreements dated July 6, 2025:

• Sandstorm Agreement: all-stock acquisition of Sandstorm Gold Ltd. Through wholly owned subsidiary International Royalty Corporation (IRC), Royal Gold will exchange 0.0625 Royal Gold common shares for each Sandstorm common share. All Sandstorm equity awards will convert into equivalent Royal Gold awards or cash as specified. Break-up fees are US$200 million (payable by Royal Gold) or US$130 million (payable by Sandstorm) in certain circumstances.
• Horizon Agreement: all-cash acquisition of Horizon Copper Corp. IRC will pay C$2.00 per Horizon share. Outstanding options, warrants and restricted share rights will be cashed out based on the same consideration. Break-up fees are US$15 million (Royal Gold) or US$10 million (Horizon).

Key closing conditions for both deals include multiple super-majority security-holder approvals, Supreme Court of British Columbia approval, listing of newly issued Royal Gold shares on Nasdaq, no material adverse effect, and receipt of all required regulatory clearances. Either deal may be extended to April 6, 2026 if regulatory approvals are outstanding.

Royal Gold will seek shareholder approval to issue new common stock for the Sandstorm transaction; the shares will be issued under Securities Act §3(a)(10). Support and voting agreements have been secured: approximately 1 % of Sandstorm shares and ~54 % of Horizon shares are already committed to vote in favour. Royal Gold directors owning <1 % of RGLD stock have likewise agreed to support the Sandstorm deal.

The company warns that completion is uncertain and lists extensive termination rights for each agreement. Forward-looking statements highlight risks such as failure to obtain approvals, regulatory delays, and potential adverse market reactions. No financial earnings data or quantified synergy estimates are provided.

Rent the Runway, Inc. (RENT) – Form 4 insider transaction

Director Gwyneth Paltrow reported receiving 1,685 restricted stock units (RSUs) of Class A common stock on 07/08/2025. The award, granted under the company’s Non-Employee Director Compensation Program, was recorded with Transaction Code A at a cost of $0 per unit.

The RSUs will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the date of Rent the Runway’s next Annual Meeting of Stockholders, contingent on her continued board service. After this grant, Paltrow’s total beneficial ownership increases to 8,334 shares, all held directly.

No shares were sold and no derivative securities were reported. The filing, submitted on 07/10/2025, represents a routine equity grant intended to align director incentives rather than a market transaction.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity-Linked Securities tied to the common stock of Tesla, Inc. (TSLA). Each unlisted security has a $1,000 stated principal, prices on 8 Jul 2025, issues on 11 Jul 2025 and, unless called, matures on 13 Jul 2028.

Income mechanics: On each quarterly valuation date, holders receive a 4.0375 % coupon (16.15 % p.a.) only if TSLA’s closing price is at least the coupon-barrier of $146.97 (50 % of the $293.94 initial price). Miss the barrier and the coupon for that quarter is forfeited permanently. Automatic early redemption may occur on any of ten ‘potential autocall dates’ (starting 8 Jan 2026) if TSLA closes at or above the initial price, in which case investors receive $1,000 plus the coupon for that period.

Principal mechanics: If not previously called, final repayment depends on TSLA’s final price on 10 Jul 2028. • At or above the final barrier ($146.97): return of principal plus final coupon. • Below the barrier: delivery of 3.40205 TSLA shares (or cash equivalent), exposing investors to full downside; value could be zero.

Structural economics: The securities price at par but carry an estimated value of $975.60, reflecting selling/hedging costs and Citigroup’s internal funding rate. CGMI earns up to $23.50 per note in underwriting fees and may realise additional hedging profits. Notes are unsecured, senior obligations ranking pari passu with Citigroup Global Markets Holdings’ other senior debt and are fully and unconditionally guaranteed by Citigroup Inc.

Key risks highlighted: (1) up to 100 % capital loss if TSLA falls >50 %; (2) contingent nature of coupons; (3) call risk truncating income; (4) credit risk of Citigroup entities; (5) no exchange listing, thus limited liquidity; (6) secondary value expected < issue price; (7) complex U.S. tax treatment and potential 30 % withholding for non-U.S. investors.

Target investors are those seeking enhanced yield and willing to accept high equity, volatility, liquidity and credit risks with sophisticated tax considerations.

JPMorgan Chase Financial Company LLC is marketing unlisted, unsecured Digital Equity Notes due August 9, 2027 linked to the S&P 500® Index. The notes offer a single, capped payoff and no periodic interest.

• Upside: If the final S&P 500® level on the August 5 2027 determination date is ≥ 90 % of the initial level, holders receive a fixed Threshold Settlement Amount expected between $1,139.20 and $1,163.70 for every $1,000 of principal—a total return of roughly 13.92 %-16.37 % over the 2-year, 11-month term.
• Downside: If the index falls more than the 10 % buffer, repayment equals $1,000 plus 1.1111 × (index return + 10 %). Each additional 1 % decline beyond the buffer erodes principal by about 1.111 %, exposing investors to up to 100 % loss.
• Key terms: principal $1,000 per note; trade date on/around Jul 15 2025; settlement Jul 22 2025; no interest; no early redemption; not exchange-listed; CUSIP 48136FC42.
• Pricing: Original issue price 100 %; estimated value $959.60-$969.60 (includes internal funding spread and selling costs); underwriting commission up to 1.52 % paid to JPMS and an unaffiliated dealer.
• Credit: Payment depends on the unsecured obligations of JPMorgan Financial and the unconditional guarantee of JPMorgan Chase & Co.
• Liquidity: The notes are not listed; secondary market making by JPMS is discretionary and could reflect significant bid-ask spreads, especially after the initial pricing period.
• Tax: Treated as open transactions (prepaid forward contracts) under current Davis Polk opinion; IRS may challenge; Section 871(m) expected not to apply.

Investor profile: Suits investors seeking modest, fixed upside in exchange for accepting downside risk beyond a 10 % buffer, and who are comfortable with JPMorgan credit exposure and limited liquidity.

Rent the Runway Chief Supply Chain Officer Andrew Rau reported a sale of 803 shares of Class A Common Stock on June 17, 2025, at a weighted average price of $4.77 per share. The transaction was executed under a Rule 10b5-1 trading plan established on June 9, 2023.

Key details of the transaction:

• The sale was specifically to cover tax obligations from vesting restricted stock units
• Shares were sold at prices ranging from $4.30 to $5.12
• Following the transaction, Rau retains beneficial ownership of 21,950 shares held directly
• The sale represents a pro rata portion of total shares sold for tax coverage for multiple employees

This transaction was executed pursuant to a pre-established tax coverage instruction and does not appear to reflect a discretionary trading decision by the insider.

Rent the Runway CFO Siddharth Thacker reported a sale of 2,019 shares of Class A Common Stock on June 17, 2025 at a weighted average price of $4.77 per share. Following the transaction, Thacker retains direct ownership of 41,784 shares.

Key transaction details:

• The sale was executed under a pre-established Rule 10b5-1 trading plan dated June 9, 2023
• Shares were sold solely to cover tax obligations from vesting restricted stock units
• The shares were sold in multiple transactions with prices ranging from $4.30 to $5.12
• The transaction represents Thacker's pro rata portion of total shares sold for tax coverage for multiple employees

This routine tax-related sale was executed through the company's broker and appears to be part of a standard equity compensation arrangement.

Rent the Runway (RENT) Chief Legal & Administrative Officer Cara Schembri reported a Form 4 filing disclosing a sale of 826 shares of Class A Common Stock on June 17, 2025, at a weighted average price of $4.77 per share.

Key details of the transaction:

• The sale was executed pursuant to a Rule 10b5-1 trading plan established on December 22, 2021
• Shares were sold solely to cover tax obligations from vesting restricted stock units
• Transaction prices ranged from $4.30 to $5.12 per share
• Following the transaction, Schembri retains beneficial ownership of 25,144 shares held directly

This transaction appears to be a routine tax-related sale rather than a discretionary trading decision by the insider, as it was executed under a pre-established trading plan specifically for tax withholding purposes.