Royal Bk Can SEC Filings

Royal Bank of Canada (RY) has filed a Free Writing Prospectus for an issuance of Market-Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk maturing on 21 July 2028. The $1,000-denominated notes are linked to the worst performer among Goldman Sachs (GS), Meta Platforms (META) and Exxon Mobil (XOM).

Key structural terms: investors may receive a quarterly contingent coupon of at least 21% p.a. when the lowest-performing stock closes at or above 70% of its starting value. From January 2026 through April 2028 the notes are auto-callable at par plus the current coupon if the worst performer is at or above its starting value on any calculation day. If not called, principal is protected only down to the 70% downside threshold; below that level, repayment is reduced one-for-one with the worst performer’s decline, exposing investors to a potential 100% loss of capital.

Pricing considerations: the issuer’s estimated initial value is $910-$960 (9-4% discount to issue price), reflecting agent fees of up to 2.325% and dealer concessions. Secondary market liquidity is expected to be limited and pricing will be sensitive to equity volatility, dividends, credit spreads and correlation among the three underlyings.

Principal risks include full downside exposure beyond the 30% buffer, possibility of no coupons, reinvestment risk if early called, RBC credit risk, complex tax treatment and potential conflicts of interest with the calculation agent (RBCCM). The product does not participate in any upside of the underlying stocks.

These notes may appeal to investors seeking elevated income and willing to assume equity, issuer-credit and structural risks in exchange for high contingent coupons and a conditional 30% buffer.

Bank of Montreal (BMO) is offering Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside Principal at Risk Securities—linked to the performance of the iShares 20+ Year Treasury Bond ETF (the “Underlier”). Each security has a $1,000 face amount and will price on June 26 2025, with an expected issue date of July 1 2025 and maturity on June 29 2028.

Automatic call feature: If on the single call date (July 1 2026) the Underlier’s closing value is at or above its starting value, the note is automatically called and investors receive the face amount plus a call premium of at least 14.60 %. No further upside is available once called.

Payment at maturity (if not called):

• If the ending value > starting value: $1,000 + ($1,000 × Underlier return × 125 % upside participation).
• If the ending value ≤ starting value but ≥ 75 % of starting value (the “threshold”): return of principal.
• If the ending value < threshold: $1,000 + ($1,000 × Underlier return), resulting in losses greater than 25 % and up to 100 % of principal.

Key structural details: The securities pay no periodic interest, expose holders to BMO credit risk, and will not be listed on any exchange. BMO Capital Markets Corp. is calculation agent. Estimated initial value is $956.90, not less than $920 at pricing, reflecting up to a 2.575 % agent discount to Wells Fargo Securities (of which up to 2.00 % may be a selling concession).

Principal risks highlighted include potential loss of principal below the 75 % threshold, limited upside if automatically called, lack of secondary market liquidity, reinvestment risk, and uncertain U.S. tax treatment. The note provides price-only exposure to the Underlier, excluding its interest distributions.

On 18 June 2025, Omnicell, Inc. (OMCL) filed a Form S-8 to register 1,750,000 additional common shares for issuance under the company’s 2009 Equity Incentive Plan (as amended). The submission references ten earlier S-8 filings dating back to 2009 and incorporates by reference the company’s latest Form 10-K, Form 10-Q and several Form 8-Ks. Customary exhibits—legal opinion, auditor consent, filing-fee table and power of attorney—are included.

This is an administrative capital-markets filing; no new operating or financial data are provided. The registration expands the share reserve available for future equity awards to employees, officers and directors, supporting Omnicell’s long-term compensation strategy. While the move does not immediately change the share count, the issuance and eventual vesting of these awards may create modest dilution for existing shareholders.

• Shares registered: 1,750,000
• Plan affected: Omnicell, Inc. 2009 Equity Incentive Plan
• Principal executive offices: 4220 North Freeway, Fort Worth, TX 76137
• Legal counsel: Foley & Lardner LLP

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.