Royal Bk Can SEC Filings

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.

Mullen Automotive Inc. (Nasdaq: MULN) has filed Amendment No. 2 to its Form S-1 to register 40 million shares of common stock for resale by existing investors. The shares are issuable upon conversion of senior secured convertible notes and the cashless exercise of five-year warrants that were issued in a series of private placements completed between May 2024 and April 2025. The filing does not involve a primary offering—Mullen will receive no proceeds from share sales by the selling stockholders and is unlikely to receive cash from warrant exercises because the warrants allow a cashless mechanism that becomes more lucrative as the share price falls.

Capital structure & potential dilution

• Only 10,539,020 common shares were outstanding on 24 Jun 2025, yet the notes and warrants already outstanding could convert into 8.288 billion shares at their floor prices—roughly an 800-fold increase.
• The filing covers just 40 million of those potential shares; additional registration statements are contractually required.
• Conversion and exercise are capped at 9.99 % beneficial ownership per holder, but investors can sequentially convert, sell and reconvert, enabling large volume over time.
• Seven reverse stock splits (most recently 1-for-100 on 2 Jun 2025) have been executed since May 2023; the board is seeking authority for another split of 1-for-2 to 1-for-250.

Financings

• 5 % Original-Issue-Discount Senior Secured Notes accrue 15 % interest and mature four months after issuance. Conversion price is 95 % of the lowest VWAP in the prior five trading days, subject to noted floors ($1.16–$0.02).
• Warrants entitle holders to 200 % of the note share count at 105 % of the reference price or via cashless exercise using a Black-Scholes formula with a $0.01 floor.
• Investors hold additional rights to purchase up to $62.5 m (May 2024 round), $6.3 m (Jan 2025) and $3.1 m (Feb 2025) of further notes and warrants.

Listing status

• On 25 Feb 2025 Nasdaq notified Mullen that its Market Value of Listed Securities had been below the $35 m minimum for 30 consecutive days; the company has until 25 Aug 2025 to regain compliance.
• Earlier bid-price deficiencies were remedied via reverse splits, but cumulative splits above the 250-to-1 threshold could jeopardize future compliance periods.

Operating snapshot

• Mullen has pivoted to commercial EVs, acquiring 95 % of Bollinger Motors and beginning Class 3 truck shipments (Sep 2023) and Class 1 van shipments (Nov 2023).
• Tunica, MS plant is operational; Bollinger’s Class 4 truck is contract-manufactured by Roush (started Sep 2024).
• The consumer crossover program (Mullen FIVE) is on hold.

Key risks highlighted

• Massive potential dilution and “overhang” from continuous note conversion and warrant exercise.
• Dependence on further reverse splits to maintain Nasdaq listing.
• Anti-dilution features in existing preferred stock and convertible securities.
• Short-sale pressure encouraged by the structure of financing instruments.

Form 4 filing overview

On 06/27/2025, Richard W. Lavey, Executive Vice President of The Hanover Insurance Group, Inc. (THG), reported the acquisition of 32.568 restricted stock units (RSUs) at a price of $0.00. The RSUs represent dividend-equivalent rights linked to RSUs previously granted under the company’s 2022 Long-Term Incentive Plan and will vest on the third anniversary of the original underlying grant.

Following the transaction, Lavey’s direct beneficial ownership increased to 39,111.708 shares of common stock. No sales, option exercises, or other derivative transactions were disclosed. Because the filing reflects routine dividend accrual rather than an open-market purchase or sale, it is unlikely to exert material market impact.

The Free Writing Prospectus outlines the key terms of Morgan Stanley Finance LLC’s Contingent Income Auto-Callable Securities linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (ticker: SPUMP40). The notes offer a contingent coupon of 9.00%-10.00% per annum, paid monthly if the index closes at or above the 50% coupon-barrier on the relevant observation date. Beginning one year after issuance, the securities are auto-callable quarterly at par if the index is at or above its initial level (100% call threshold). If not redeemed early, investors receive par at maturity on 1 Aug 2030 provided the index has not fallen more than 50%. Should the index close below the 50% downside threshold on the final observation date, principal is reduced 1-for-1, exposing investors to substantial loss (e.g., a 51% decline delivers $490 per $1,000 note).

The issue price is $1,000, but Morgan Stanley’s estimated value is $882.50 (±$32.50), reflecting embedded fees and hedging costs. The notes are unsecured, unsubordinated obligations of Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, and will not be listed on any exchange, limiting secondary-market liquidity. Key risks include credit exposure to Morgan Stanley, potential loss of principal, lack of upside participation beyond coupon payments, early-redemption reinvestment risk, tax uncertainty, and the limited operating history and leveraged methodology of the underlier, which incorporates a 4% annual decrement.

• Issuer: Morgan Stanley Finance LLC (guaranteed by Morgan Stanley)
• Maturity: 5 years (Aug 1 2030) with quarterly call from year 1
• Barriers: 50% coupon & downside threshold; 100% call threshold
• CUSIP: 61778NEA5 | Pricing date: 28 Jul 2025 | Estimated value: $882.50

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering Fixed Income Buffered Auto-Callable Securities linked to the S&P® U.S. Equity Momentum 40% VT 4% Decrement Index (ticker: SPUMP40). The notes price on July 28 2025, may be called monthly after the first year, and mature on August 1 2030.

Key economic terms

• Fixed coupon: 7.00%-8.00% p.a., paid monthly until the earlier of redemption or maturity.
• Automatic early redemption: triggered when the underlier’s closing level on a determination date is ≥ 100% of the initial level; investors then receive par plus final coupon, with no further upside participation.
• Downside protection: 15% buffer. If the underlier falls > 15% at final observation and the notes were not called, principal is reduced 1-for-1 beyond the buffer, exposing investors to up to an 85% loss.
• Estimated value: $919.60 per $1,000 note (± $55), reflecting issuer pricing models and embedded costs, and below the issue price.

Risk highlights (summarised from “Risk Considerations”): investors forgo all upside beyond coupons, face early-redemption reinvestment risk, bear Morgan Stanley credit risk, lack exchange listing and may encounter limited liquidity. The underlier itself includes a 4% decrement, leverage, limited operating history (since March 14 2022) and potential regulatory, futures-market and small-cap exposure risks.

Overall, the security appeals to income-oriented investors comfortable with issuer credit exposure, potential principal loss beyond a 15% buffer, and the possibility of early call that caps returns.

Conagra Brands, Inc. (NYSE: CAG) filed an 8-K announcing that on June 27, 2025 it executed a Third Amended & Restated Revolving Credit Agreement with Bank of America and a syndicate of lenders.

The new facility is an unsecured revolving line of credit of up to $2.0 billion, replacing the company’s prior 2022 agreement. Key terms include:

• Maturity: June 27, 2030, with optional 1- or 2-year extensions available annually.
• Pricing: • Term SOFR + 0.805% – 1.30% or • Base Rate (prime/fed funds/1-m SOFR + 1.00%, whichever is highest) + 0.00% – 0.30%, both tied to CAG’s unsecured long-term debt ratings.
• Facility fee: 0.07% – 0.20% per annum, payable quarterly, rating-based.
• Covenants: Maximum net leverage and minimum interest-coverage ratios typical for investment-grade borrowers, plus standard affirmative/negative covenants and events of default.
• Usage: No borrowings were outstanding under the prior facility on the closing date; the agreement therefore enhances liquidity without adding immediate debt.

The amendment extends liquidity by roughly three years, maintains investment-grade covenant flexibility, and keeps the credit line unsecured—supporting working-capital needs, potential share repurchases, and bolt-on M&A capacity. While pricing is floating and will fluctuate with ratings and SOFR, the structure preserves optionality and refinancing runway through 2030.

Royal Bank of Canada (RY) is offering US$48.99 million of Accelerated Return Notes (ARNs) linked to the EURO STOXX 50 Index. The issuance comprises 4,898,973 units with a $10 face value each, priced on June 26 2025, settling July 3 2025 and maturing August 28 2026 (≈14 months).

Pay-off profile:

• 300% participation in any positive index performance, subject to a maximum redemption of $11.942 per unit (19.42% cap).
• 1-for-1 downside exposure: investors lose principal in proportion to any decline in the EURO STOXX 50; total loss possible.
• No interim coupons or dividends; payment occurs only at maturity.

The notes are senior unsecured obligations of RBC. All amounts are subject to RBC’s credit risk and are not covered by FDIC, CDIC or other insurance schemes.

Pricing economics: Public offering price is $10.00, but the initial estimated value is $9.72, reflecting (i) RBC’s lower internal funding rate, (ii) a $0.175 underwriting discount and (iii) a $0.05 hedging-related charge. Net proceeds to RBC, before expenses, are $9.825 per unit ($48.13 million total).

Key terms:

• Starting Value: 5,244.03 (EURO STOXX 50 closing on pricing date).
• Maturity Valuation Period: Aug 19–25 2026 (5 observation days).
• Calculation Agent: BofA Securities.
• Limited or no secondary market; notes will not be listed on any exchange.

Principal risks highlighted: full downside risk, capped upside, illiquidity, valuation below offer price, conflicts of interest in hedging/calculation, uncertain U.S. tax treatment, exposure to Eurozone market and currency factors, and complete reliance on RBC creditworthiness.

Royal Bank of Canada (RY) is offering US$48.99 million of Accelerated Return Notes (ARNs) linked to the EURO STOXX 50 Index. The issuance comprises 4,898,973 units with a $10 face value each, priced on June 26 2025, settling July 3 2025 and maturing August 28 2026 (≈14 months).

Pay-off profile:

• 300% participation in any positive index performance, subject to a maximum redemption of $11.942 per unit (19.42% cap).
• 1-for-1 downside exposure: investors lose principal in proportion to any decline in the EURO STOXX 50; total loss possible.
• No interim coupons or dividends; payment occurs only at maturity.

The notes are senior unsecured obligations of RBC. All amounts are subject to RBC’s credit risk and are not covered by FDIC, CDIC or other insurance schemes.

Pricing economics: Public offering price is $10.00, but the initial estimated value is $9.72, reflecting (i) RBC’s lower internal funding rate, (ii) a $0.175 underwriting discount and (iii) a $0.05 hedging-related charge. Net proceeds to RBC, before expenses, are $9.825 per unit ($48.13 million total).

Key terms:

• Starting Value: 5,244.03 (EURO STOXX 50 closing on pricing date).
• Maturity Valuation Period: Aug 19–25 2026 (5 observation days).
• Calculation Agent: BofA Securities.
• Limited or no secondary market; notes will not be listed on any exchange.

Principal risks highlighted: full downside risk, capped upside, illiquidity, valuation below offer price, conflicts of interest in hedging/calculation, uncertain U.S. tax treatment, exposure to Eurozone market and currency factors, and complete reliance on RBC creditworthiness.

Form 4 overview: On 06/30/2025, UFP Industries (UFPI) Chief Financial Officer Michael R. Cole reported the acquisition of 14 phantom stock units at an implied price of $99.36 apiece through the company’s Deferred Compensation Plan. Each unit converts into one share of UFPI common stock upon the executive’s death, disability, or retirement.

After this transaction, Cole’s total beneficial ownership rises to 31,617 share-equivalents, all held directly. No open-market purchases or sales of common shares were disclosed, and there was no change in derivative positions other than the incremental award.

Given the transaction’s small dollar value (≈ $1.4 thousand) and its deferred settlement terms, the filing is regarded as routine and non-material for near-term valuation. Nonetheless, ongoing insider accumulation can be interpreted as continued management alignment with shareholder interests over the long run.