Royal Bk Can SEC Filings

Royal Bank of Canada (RY) has filed a 424B2 pricing supplement for a new $3.67 million offering of “Airbag In-Digital Securities” linked to the S&P 500 Index. The two-year senior unsecured notes pay no coupons; instead, investors receive a fixed Digital Return of 18.45% at maturity only if the final S&P 500 level is at least 90% of the initial level (the Digital Barrier/Downside Threshold).

If the index closes below that 90% threshold on the final valuation date (21 Jun 2027), principal is exposed to 1.11111× downside gearing, resulting in a loss of roughly 1.11% of principal for each 1% decline beyond the 10% threshold—up to total loss. The securities, issued in $10 denominations (minimum purchase $1,000), will not be exchange-listed and can be sold only through UBS fee-based advisory accounts. UBS, acting as placement agent, receives no sales commission.

The initial estimated value calculated by RBC is $9.95 per $10 note, below the $10 public offering price, reflecting placement fees, structuring costs and hedging expenses. Key dates are Trade: 18 Jun 2025; Settlement: 23 Jun 2025; Final Valuation: 21 Jun 2027; Maturity: 23 Jun 2027.

Risk highlights: unsecured creditor exposure to RBC; potential full loss of principal; limited upside capped at 18.45%; no interim payments; limited liquidity; market value may trade below the $9.95 estimated value. These notes suit investors with a moderately bullish or neutral two-year view on the S&P 500 who can tolerate high downside risk and illiquidity.

Royal Bank of Canada has announced Capped Return Notes linked to the MSCI Emerging Markets Index, due June 27, 2030. The notes offer investors potential upside participation in the index's performance with a maximum return capped at 61% and principal protection if the index declines.

Key features include:

• 100% participation rate in the index's positive performance up to the 61% cap
• Return of principal if the index declines
• $1,000 minimum investment
• No periodic interest payments
• Maximum payment at maturity of $1,610 per $1,000 principal amount

Notable risks include credit risk of Royal Bank of Canada, limited upside potential due to the return cap, and no interest payments. The notes will not be listed on any securities exchange. The initial estimated value is expected to be between $904.00 and $954.00 per $1,000 principal amount, below the public offering price.

Royal Bank of Canada (RY) is marketing a new Series J senior unsecured structured note linked to the S&P 500® Index. The Capped Leveraged Buffered Notes will mature in roughly 26-29 months and pay no periodic interest. Investors purchase in $1,000 denominations and receive a cash payment at maturity determined as follows:

• Upside: 180 % participation in any positive index performance, capped at a maximum settlement amount expected between $1,209.16 and $1,246.06 (≈ +20.9 % to +24.6 %).
• Principal protection: A 15 % downside buffer. If the S&P 500 declines ≤ 15 %, investors receive full principal; below the buffer, losses accelerate at ~1.1765 × the decline beyond -15 %, exposing holders to a total loss of principal in a severe draw-down.
• Key levels set on trade date (June 2025): Initial index level = closing SPX on pricing date; Cap level ≈111.62 %–113.67 % of initial; Buffer level = 85 % of initial.
• Credit terms: Senior unsecured obligation of RBC, not deposit-insured or bail-inable; payments subject to RBC’s credit risk.
• Pricing / liquidity: Issue price 100 % of principal; initial estimated value expected $965–$995, below par, reflecting hedging costs and RBC’s funding spread. No exchange listing; secondary market, if any, will be made by RBC Capital Markets (RBCCM) on a best-efforts basis and likely at a discount.
• Risk highlights: capped upside, potential full loss, no interim interest, price volatility, limited liquidity, tax uncertainty, and conflicts of interest as RBCCM acts as calculation agent.

The deal provides leveraged equity exposure with partial downside protection but sacrifices dividends, uncapped upside and liquidity. It primarily appeals to investors comfortable with RBC credit exposure who seek enhanced upside over a 2-year horizon while accepting a hard cap and the risk of substantial principal loss below a 15 % decline.

JPMorgan Chase Financial Company LLC is offering $1.554 million of Auto-Callable Contingent Interest Notes maturing 25 June 2030, fully and unconditionally guaranteed by JPMorgan Chase &Co. The notes are unsecured, unsubordinated debt that combine periodic coupon exposure with equity-index risk.

Income profile: Investors receive a Contingent Interest Payment of 2.50 % per quarter (10 % p.a.) for any Review Date on which both reference indices—the S&P 500 Equal Weight Index (SPW) and the EURO STOXX 50 Index (SX5E)—close at or above their Interest Barriers (75 % of strike). If either index is below its barrier on a Review Date, no coupon is paid for that quarter.

Automatic call: If on any quarterly Review Date other than the final one both indices close at or above their original Strike Values (7,179.75 for SPW; 5,233.58 for SX5E), the notes are redeemed early for $1,000 principal + the current coupon. Thus the term can be as short as roughly three months.

Principal repayment: At maturity, provided the notes have not been called, investors receive:

• Par + final coupon if both indices are ≥ their 70 % Trigger Values (5,025.825 for SPW; 3,663.506 for SX5E)
• Par reduced by the full downside of the lesser-performing index if either index finishes < its Trigger Value. A finish ≤ 70 % results in loss of at least 30 % of principal; a worst-case 100 % decline would wipe out the investment.

Issue economics: Price to public is par; investors pay a built-in fee of $2 per $1,000 (0.20 %) plus embedded structuring/hedging costs. The bank’s estimated value is $975.20, implying an initial valuation discount of 2.48 % versus issue price.

Key calendar: Strike Date 20 Jun 2025; Pricing 23 Jun 2025; Settlement 26 Jun 2025. Twenty quarterly Review/Interest dates run through the final Review on 20 Jun 2030.

Material risks: Investors face issuer/guarantor credit risk, potential loss of principal, uncertain coupon payment, limited upside (maximum total coupon $500 per $1,000), lack of liquidity (no listing), valuation discount, and potential conflicts of interest arising from JPMorgan’s roles as issuer, guarantor, calculation agent, and hedging counterparty.

The notes may suit investors comfortable with equity-index downside risk and seeking above-market income, but unwilling to pay fixed coupons or accept full market participation. They are not appropriate for investors requiring capital preservation, assured income, or ready secondary-market liquidity.

Royal Bank of Canada (RY) is issuing US$1,000,000 of Bearish Leveraged Buffered S&P 500 Index-Linked Notes due July 21, 2026. The notes are senior unsecured obligations linked to the performance of the S&P 500 Index (initial level 5,982.72 on June 17, 2025). They pay no periodic interest; the sole return is a cash payment at maturity that depends on the index level on the determination date (July 17, 2026).

• Bearish payoff: If the S&P 500 closes below the initial level, investors receive principal plus 300 % of the index decline, up to a maximum settlement of US$1,390 per US$1,000 (i.e., maximum 39 % return, achieved when the index falls 13 %).
• Neutral range: If the index is flat or rises by ≤ 6 %, investors receive the principal (US$1,000).
• Down-buffered loss: If the index rises by > 6 %, repayment equals principal plus (index return + 6 %). The payment cannot be lower than US$60 (94 % loss).
• Initial estimated value: US$983.44 per US$1,000, below the 100 % issue price, indicating embedded fees and hedging costs.
• Underwriting terms: Issue price 100 %, underwriting discount 1.08 %, net proceeds 98.92 %.
• The notes are not FDIC or CDIC insured, are senior unsecured debt, and are explicitly not bail-inable under Canadian law.

Investors face Royal Bank of Canada credit risk, potential illiquidity, and exposure to adverse S&P 500 movements outside the defined bearish window. The offer is made under a 424(b)(2) prospectus supplement dated June 17, 2025 and must be read together with the December 20, 2023 base prospectus, Series J prospectus supplement, Underlying Supplement 1A, and Product Supplement 1A.

Kronos Bio, Inc. (KRON) filed a Form 15-12G with the U.S. SEC on 30 June 2025, certifying the termination of registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934 and suspending the company’s duty to file reports under Sections 13 and 15(d).

The company relied on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), disclosing an approximate holder count of one. No other securities remain subject to reporting obligations. The notice was signed by Chief Financial Officer Michael Hearne.

Once the Form 15 becomes effective, Kronos Bio will no longer submit periodic filings such as Forms 10-K, 10-Q or 8-K, significantly reducing public disclosure and potentially affecting liquidity for remaining shareholders.

Royal Bank of Canada (RY) has filed a Rule 424(b)(2) pricing supplement for a $5.477 million issuance of Auto-Callable Contingent Coupon Barrier Notes with a Memory Coupon, maturing 23 June 2028. The notes are linked to the least-performing of Amazon.com, Inc. (AMZN) and The Charles Schwab Corp. (SCHW).

Key structural terms:

• Contingent coupon: 10.00% p.a. (2.50% quarterly) payable only if both underliers close ≥ 50 % of their initial values (coupon threshold) on the relevant observation date; missed coupons can be “made-up” on later dates if the threshold is met (memory feature).
• Automatic call: Quarterly; notes are redeemed at par plus any due coupons if both underliers close ≥ their initial values on a call observation date.
• Barrier at maturity: 50 % of initial value. If not called and the least-performing underlier closes ≥ barrier on the valuation date, principal is repaid in full; otherwise, repayment equals par plus the underlier return, exposing investors to a 1 % loss of principal for every 1 % decline below the initial value.
• Issue price/fees: 100 % issue price; 2 % underwriting discount; net proceeds to RBC 98 %. Initial estimated value set by RBC is $968.20 per $1,000 note, below the public offer price.
• Credit & liquidity: Senior unsecured obligations of RBC; not deposit-insured or bail-inable; the notes will not be listed on any exchange.

The instrument offers elevated income potential but carries credit risk of RBC, market risk tied to AMZN and SCHW performance, and limited secondary market liquidity. Investors may receive no coupons and could lose substantial principal if the barrier is breached and the notes are not called.

Royal Bank of Canada (RY) is offering $8.32 million of STEP Income Securities® (831,980 units, $10 principal per unit) linked to the common stock of Halliburton Company (NYSE: HAL). The senior unsecured notes mature on 6 July 2026 (term ≈ 1 year + 2 weeks) and are subject to RBC’s credit risk. Investors will receive quarterly interest of 15.25 % p.a. (≈ 3.8125 % per quarter). At maturity an additional Step Payment of $0.306 per unit (3.06 %) is paid only if HAL’s closing price on the valuation date (26 June 2026) is ≥ $26.52 (115.25 % of the $23.01 Starting Value).

If HAL’s Ending Value is below the $23.01 Threshold Value, principal is reduced 1-for-1; there is no downside protection. All payments are unsecured, not FDIC/CDIC insured and rely on RBC’s ability to pay. The public offering price of $10 exceeds the initial estimated value of $9.74, reflecting a $0.15 underwriting discount and a $0.05 hedging-related charge. No exchange listing is planned and secondary-market liquidity is expected to be limited; BofA Securities acts as calculation agent.

Key risks disclosed include potential loss of principal, limited upside (interest + Step Payment cap), market value likely below issue price before maturity, tax uncertainty for U.S. and non-U.S. holders, and multiple conflicts of interest in hedging and calculation. The notes are intended for investors seeking high periodic income, willing to accept HAL equity risk, full principal-at-risk, and limited liquidity.

Royal Bank of Canada (RY) filed a Rule 424(b)(2) pricing supplement for the issuance of $2.71 million of Capped Enhanced Return Buffer Notes due 23 June 2027. The notes are linked to an unequally-weighted basket of five equity benchmarks: S&P 500® (41%), iShares MSCI EAFE ETF (23%), SPDR S&P MidCap 400® ETF Trust (15%), Russell 2000® (12%) and iShares MSCI Emerging Markets ETF (9%).

Key economic terms

• Issue price: 100% of face; minimum investment $1,000.
• Participation rate: 150% of positive basket return.
• Maximum return (cap): 28.05% → maximum redemption value of $1,280.50 per $1,000.
• Downside protection: 5% buffer. Principal is reduced 1-for-1 for losses beyond –5%.
• No periodic coupons; return realised only at maturity.
• Initial estimated value: $987.64 (2.24% below offer price) reflecting structuring and hedging costs.
• Distribution: sold at par; RBC Capital Markets LLC acts as agent and may pay unaffiliated brokers up to $8.00 per $1,000 as referral fee; no underwriting commission recorded.
• Listing: none; secondary market, if any, will be limited and at issuer’s discretion.
• Credit: senior unsecured obligation of Royal Bank of Canada; payment subject to issuer credit risk and not insured by CDIC or FDIC.

Investor outcomes

• If Basket rises, payoff = $1,000 + 150% × Basket Return, capped at 28.05%.
• If Basket finishes between –5% and 0%, investor receives full principal.
• If Basket falls more than 5%, principal loss equals Basket loss minus 5 pp (e.g., –50% Basket → –45% investor loss).

Risk disclosures emphasise potential loss of principal, limited upside, lack of liquidity, valuation below offer price, issuer conflicts of interest, tax uncertainty (possible Section 1260 “constructive ownership”), currency risk in non-USD components, and concentration in mid-cap, small-cap and emerging-market equities. Notes may be accelerated on change-in-law events.