Royal Bk Can SEC Filings

Royal Bank of Canada (RBC) is offering Market-Linked One Look Notes with Enhanced Buffer linked to the Class A common stock of Tesla, Inc. (TSLA). The notes are senior, unsecured debt securities that mature in approximately 14 months (September 2026) and are subject to RBC’s credit risk.

Key terms:

• Principal: $10 per unit; minimum purchase pricing to be set on the pricing date.
• Step Up Payment: between $3.00 and $3.60 per unit (30.00%–36.00%) if the Ending Value of TSLA is ≥ 85% of the Starting Value (the Threshold Value).
• Buffer: First 15% downside is absorbed; below the Threshold Value, investors lose principal on a 1-to-1 basis, exposing up to 85% of capital.
• No interim interest and no dividend participation.
• Credit & liquidity: Unsecured obligations of RBC; no FDIC/CDIC insurance; limited secondary market and no exchange listing.
• Fees: Public offering price $10.00; underwriting discount $0.175; hedging-related charge $0.05. For ≥300,000 units the price/discount improve to $9.95 and $0.125, respectively.
• Initial estimated value: $9.19–$9.69 per unit, below the public price, reflecting RBC’s internal funding rate and hedging costs.

Investors who believe TSLA will stay flat or rise above a 15% draw-down over the 14-month term can earn a fixed 30%–36% return. Conversely, a decline beyond 15% results in proportional losses, and a severe fall could result in an 85% maximum loss. All payments occur only at maturity, and repayment depends on RBC’s ability to pay.

UBS AG is offering $350,000 of unlisted Trigger Autocallable Contingent Yield Notes (principal amount $1,000 per Note) linked to the worst performer of Shift4 Payments (FOUR), Mastercard (MA) and Taiwan Semiconductor ADRs (TSM). The three-year Notes (trade: 27-Jun-2025; maturity: 30-Jun-2028) pay a contingent coupon of 11.25% p.a., assessed monthly and featuring a memory mechanism. A coupon is paid only if each underlying closes at or above its coupon barrier (60% of initial level) on the relevant observation date.

• Automatic call: From month 13 onward, the Notes are redeemed at par plus accrued coupons if all underlyings are at or above their call threshold (100% of initial).
• Maturity payoff: If not previously called and no Threshold Event occurs, investors receive par. A Threshold Event requires (i) each underlying below the upper barrier (100%) and (ii) any underlying below the downside threshold (60% of initial). If triggered, redemption equals par reduced by the worst underlying’s percentage loss, up to total loss of principal.
• Estimated initial value: $959.00 (95.9% of issue price), reflecting distribution costs and UBS’s funding spread.
• Distribution economics: UBS Securities receives a $2.50 underwriting discount and pays a $5.00 marketing fee per Note.
• Risks: equity market risk in three names, credit risk of UBS, potential illiquidity (no exchange listing) and possibility of receiving no coupons.

The structure suits investors comfortable with concentration risk in the three underlyings, seeking high income and willing to accept full downside exposure below a 60% threshold.

Form 4 Overview: Maravai LifeSciences Holdings, Inc. (MRVI) disclosed that director John A. DeFord acquired 89,139 shares of Class A common stock on 16 June 2025.

Transaction details: The shares were granted as restricted stock units (RSUs) under the company’s 2020 Omnibus Incentive Plan at an assigned value of $2.16 per share. These RSUs will vest in full on the earlier of (i) one year from the grant date or (ii) the date of the 2026 annual shareholder meeting.

Post-transaction ownership: Following the award, DeFord’s beneficial ownership rises to 159,185 shares, all held directly.

Implications: A director increasing his stake—albeit via equity compensation—tends to align management and shareholder interests and can be interpreted as a vote of confidence in MRVI’s long-term prospects. Because the grant stems from an incentive plan rather than an open-market purchase, any cash outlay by the insider is not indicated in the filing.

Royal Bank of Canada (RY) has filed a 424B2 preliminary pricing supplement for Senior Global Medium-Term Notes, Series J—Market Linked Securities that are Auto-Callable with a Contingent Coupon and Contingent Downside. The $1,000-denominated notes are linked to the lowest performing of The Goldman Sachs Group, Inc. (GS), Meta Platforms, Inc. (META) and Exxon Mobil Corporation (XOM).

Holders will receive a quarterly coupon of at least 21.00% per annum provided the worst-performing stock on the observation date is at or above 70 % of its initial level. Beginning January 2026, the notes are automatically called if the worst-performer is at or above its starting value, returning par plus the coupon. If not called, maturity is 21 Jul 2028.

Principal is at risk: if, on the final observation date (18 Jul 2028), the worst-performing stock closes below 70 % of its start value, repayment is reduced one-for-one with the decline, exposing investors to losses up to 100 %. Investors do not share in stock appreciation and forgo all dividends.

The preliminary estimated value is $910–$960 per $1,000 note, below the offering price, reflecting dealer discount of $23.25 and additional concessions of up to $2.00. The notes are senior unsecured obligations of RBC, carry full credit risk of the bank, are not FDIC/CDIC insured, are not bail-inable, and will not be exchange-listed, limiting liquidity.

Royal Bank of Canada (RY) filed a Rule 424(b)(2) pricing supplement for a $2.76 million offering of Auto-Callable Contingent Coupon Barrier Notes linked to the common stock of Apollo Global Management (APO).

The three-year notes pay a contingent coupon of 12.50% p.a. (3.125% quarterly) when APO’s closing price is at least 65% of the $139.35 initial value on the relevant observation date. Missed coupons carry forward under a “memory” feature.

Automatic call: beginning 26 Dec 2025, the notes are redeemed at par plus accrued coupons if APO closes at or above its initial value on any quarterly observation date.

Principal repayment: if not called and APO is ≥ 65% of the initial value on 28 Jun 2027, investors receive par; otherwise they receive roughly 7.18 APO shares per $1,000, exposing them to losses below the 35% buffer.

The notes are unsecured obligations of RBC, not deposit-insured, not bail-in-able, and will not be exchange-listed. Net proceeds are $2.709 million after a 1.85% underwriting discount. The initial estimated value is $973.34 per $1,000, indicating an issue premium versus RBC’s internal valuation.

Big 5 Sporting Goods Corp. (BGFV) has entered into a definitive Agreement and Plan of Merger dated June 29, 2025 with Worldwide Sports Group Holdings LLC. Under the agreement, WSG Merger LLC, a wholly-owned subsidiary of Worldwide Sports Group Holdings, will merge with and into Big 5, with Big 5 surviving as a wholly owned subsidiary of the parent.

Key economic terms for shareholders

• Each outstanding share of Big 5 common stock will be converted into the right to receive $1.45 in cash, subject to customary tax withholdings.
• Equity awards are treated in cash: options with strike below $1.45 receive the intrinsic value, options at/above $1.45 are canceled for no consideration; RSUs and restricted shares receive cash equal to $1.45 per underlying share plus any unpaid accrued dividends.

Process and governance

• The Board has unanimously approved the merger agreement and will recommend shareholder approval via a forthcoming proxy statement.
• The company is bound by customary “no-shop” restrictions but may engage on unsolicited superior proposals subject to fiduciary duties.
• The special meeting must occur before the outside date of November 26, 2025; failure to close by then allows either party to terminate.

Conditions to closing

• Major conditions include: (i) shareholder approval, (ii) no injunctions, (iii) absence of a Material Adverse Effect, and (iv) inventory levels meeting a contractually defined threshold.

Termination fees

• Big 5 must pay a $2 million fee if it terminates to accept a superior offer or after a change in Board recommendation.
• The parent must pay a $3 million reverse termination fee under specified failure-to-close scenarios.

Next steps: Big 5 will file a detailed proxy statement with the SEC. Until shareholder approval and satisfaction of closing conditions, the transaction remains subject to execution risk.

Royal Bank of Canada ("RY") has filed a pricing supplement for a small, $3.165 million tranche of Redeemable Fixed Rate Notes under its Senior Global Medium-Term Notes, Series J program.

Key economic terms:

• Coupon: 4.25% fixed, paid on 30 Sep 2025, 30 Dec 2025, 30 Mar 2026, 30 Jun 2026 and at maturity (stub period).
• Tenor: Issued 30 Jun 2025; maturity 30 Jul 2026 (≈13 months).
• Redemption: Callable at issuer’s option, in whole only, on 30 Dec 2025 and each subsequent interest payment date with 10 business-day notice; redemption price equals par plus accrued interest.
• Denomination: $1,000 minimum; CUSIP 78014RF54.
• Pricing: 100.00% offer price; 0.10% underwriting discount; 99.90% net proceeds to issuer.
• Day-count: 30/360; Calculation Agent: RBC Capital Markets, LLC.

Risk highlights (as disclosed):

• Senior unsecured obligations subject to Royal Bank of Canada credit risk.
• Early-call risk could force reinvestment at lower rates if the notes are redeemed.
• No exchange listing; secondary liquidity may be limited and involve wide bid/ask spreads.
• Embedded costs (underwriting, hedging) may reduce secondary market value.

The notes are not insured by CDIC or FDIC, are not bail-inable, and are offered only where lawful. Investors should review the full prospectus, prospectus supplement and product supplement referenced in the filing for additional details and risk factors.

Royal Bank of Canada is offering Auto-Callable Fixed Coupon Barrier Notes linked to the performance of Amazon and Netflix stocks, due July 7, 2028. Key features include:

• Fixed Coupon Rate: 9.25% per annum paid monthly if notes are not called
• Automatic Call Feature: Notes will be called if both stocks close at or above their initial values on quarterly observation dates starting January 2026
• Principal Protection Barrier: 60% of initial stock values
• Risk Features: If not called and worst-performing stock falls below 60% barrier at maturity, investors receive shares of worst-performing stock worth less than principal

The notes' initial estimated value is expected to be between $911.00 and $961.00 per $1,000 principal amount, below the public offering price. Underwriting discount is 2.50%. The notes will not be listed on any securities exchange and are subject to RBC's credit risk.

Royal Bank of Canada is offering $716,000 in Auto-Callable Enhanced Return Barrier Notes linked to a basket of five major financial institutions: Bank of America, Citigroup, Goldman Sachs, Morgan Stanley, and Wells Fargo. The notes mature on June 30, 2027.

Key features include:

• Auto-Call Feature: Notes automatically redeem with 13% return if basket value equals/exceeds initial value on July 8, 2026
• Enhanced Return: If not called and final basket value exceeds initial value, investors receive 150% of basket return
• Principal Protection Barrier: Full principal returned if final basket value is above 75% of initial value
• Downside Risk: 1:1 loss if final basket value falls below 75% barrier

The initial estimated value is $964.08 per $1,000 principal amount, below the public offering price. Notes involve significant risks including potential loss of principal, are subject to RBC's credit risk, and will not be listed on any securities exchange.