Simon Prop Grp SEC Filings

Everi Holdings Inc. (EVRI) filed Post-Effective Amendment No. 1 to twelve prior Form S-8 registration statements covering an aggregate of approximately 48.6 million shares of common stock reserved for various equity compensation plans dating back to 2006. The amendment formally deregisters all unsold shares under those statements.

The action follows the 1 July 2025 closing of a multi-party transaction in which funds managed by affiliates of Apollo Global Management (through Voyager Parent, LLC) simultaneously acquired Everi and International Game Technology PLC’s Gaming & Digital business:

• IGT transferred its Gaming & Digital assets to Ignite Rotate LLC ("Spinco") and related liabilities (the “Separation”).
• Buyer purchased all Spinco units and IGT Canada Solutions ULC shares.
• Voyager Merger Sub, Inc. merged with and into Everi, making Everi a wholly owned subsidiary of Buyer (the “Merger”).

Because Everi’s common stock will be delisted and deregistered under Section 12(b) of the Exchange Act, the company is terminating all outstanding securities offerings. Upon effectiveness of this filing, no shares remain registered for sale under the referenced S-8 statements.

Viking Holdings Ltd (VIK) – Form 144 overview: The filing discloses that insider Jeffrey Dash has notified the SEC of his intent to sell up to 25,000 ordinary shares of Viking Holdings through broker Morgan Stanley Smith Barney LLC. The proposed sale, scheduled for 01 July 2025, carries an aggregate market value of $1.33 million, based on prevailing market prices. Viking currently has 314,950,576 shares outstanding; the new sale therefore represents roughly 0.008 % of total shares.

Recent 10b5-1 activity: The same account has conducted four 10b5-1 sales in the last three weeks, totaling 150,000 shares for gross proceeds of $7.33 million (06/12/2025–06/26/2025). Including the newly noticed shares, cumulative planned and completed sales over the period reach 175,000 shares, or about 0.055 % of shares outstanding.

Key contextual points for investors:

• The filing is solely a notice of intention; the sale may or may not occur, but the insider must file if the sale could exceed Rule 144 thresholds.
• Sales are being made under a pre-arranged Rule 10b5-1 plan, which can mitigate concerns of trading on undisclosed information.
• The dollar amounts are modest relative to Viking’s equity base, yet a pattern of insider liquidation—even in small increments—can influence sentiment, particularly for newly public or thinly traded stocks.

IZEA Worldwide, Inc. (ticker: IZEA) filed a Form 4 on 1 July 2025 reporting that director Daniel R. Rua received 5,882 shares of common stock on 30 June 2025. The shares represent payment of Q2 2025 director fees valued at $15,000, calculated at the closing market price of $2.55 per share on the grant date. The restricted-stock award vested immediately and was acquired at $0 cash cost. Following the grant, Rua’s direct beneficial ownership increased to 85,259 shares. No derivative securities, sales, or additional transactions were disclosed, and the filing was made under Rule 10b5-1.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, intends to issue Fixed-Income Buffered Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (ticker SPXF40D4). The securities offer a fixed coupon of 7.00%-8.00% per annum paid monthly and mature on 1 August 2030, unless automatically redeemed earlier.

Auto-call feature: beginning 12 months after issuance and on each monthly determination date thereafter, the notes will be redeemed at par (plus the coupon) if the index closes at or above its initial level (100%). Once called, no further payments are due.

Downside protection: at maturity, investors receive full principal repayment so long as the index has not fallen by more than the 15% buffer. Below this threshold, repayment is reduced 1-for-1, exposing holders to up to an 85% maximum loss.

Pricing details: • Pricing date: 28 July 2025 • Settlement/Maturity: 1 Aug 2030 • Estimated value: $920.10 (± $55) per $1,000 face, reflecting issuance costs and Morgan Stanley’s internal models • CUSIP: 61778NBH3

Key risks called out by the issuer

• No participation in any index appreciation beyond par.
• Potential early redemption limits total coupon receipts.
• Full exposure to Morgan Stanley credit risk; MSFL has no independent assets.
• Index-specific risks: 4% annual decrement drag, leverage, short operating history (inception 30 Aug 2024).

Tax treatment and other detailed structural provisions are summarized in the preliminary pricing supplement (SEC link provided) and should be reviewed before investing.

Venus Concept Inc. (NASDAQ: VERO) has completed a series of related financing amendments designed to ease near-term liquidity pressure and realign its capital structure.

On 30 June 2025 the Company executed an Exchange Agreement with its senior lender Madryn Health Partners. Two existing secured subordinated convertible notes with aggregate principal of $17.0 million were exchanged for (i) new promissory notes totalling $11.1 million and (ii) 325,651 shares of newly issued Series Y Convertible Preferred Stock priced at $19.96 per share. Each preferred share converts into 9.0909 common shares, implying potential issuance of roughly 3.0 million additional common shares once conversion limits are lifted.

The transaction immediately reduces debt principal by about $5.9 million, shifts a portion of lender exposure into equity and carries no registration requirement under Section 3(a)(9). A Third Amended & Restated Registration Rights Agreement obligates the Company to file a shelf registration for the conversion shares within 60 days after all preferred shares convert.

Concurrently, the Company and Madryn executed several consent and amendment agreements: (1) waiver of minimum liquidity covenants on both the Main Street Priority Loan and the new notes through 31 July 2025, (2) permission to apply the 8 July 2025 interest payment to principal, and (3) a sixteenth amendment to the Bridge Loan extending maturity by one month to 31 July 2025.

To support the larger preferred issuance, Venus filed a Certificate of Amendment increasing authorized Series Y shares from 1.2 million to 1.5 million. A shareholder vote will be sought to remove Nasdaq-related conversion limits.

Overall, the package provides short-term covenant relief and modest debt reduction but adds potential equity dilution and highlights ongoing liquidity constraints, with several key maturities now deferred only to late July 2025.

Wayfair Inc. (symbol W) has filed a Form 144 indicating the intention to sell 180,943 Class A shares through Fidelity Brokerage Services on or about 01 July 2025. The shares carry an aggregate market value of $9.51 million and represent roughly 0.17 % of the company’s 103.66 million shares outstanding.

The shares were originally acquired on 01 January 2002 as “Founder Shares” received as compensation. Within the past three months, related parties named in the filing—Steven K. Conine and the Conine Family Foundation—have already sold 153,963 shares for total gross proceeds of approximately $6.71 million.

• Proposed sale class: Class A
• Broker: Fidelity Brokerage Services LLC, Smithfield RI
• Exchange: NYSE
• Planned sale date: 07/01/2025
• Recent insider sales (last 3 months): ~154 k shares

While the dollar amount is sizeable, the percentage of outstanding shares is small, suggesting limited direct dilution. Nonetheless, the continued disposition of shares by founder-linked entities may influence investor sentiment.

Liquidia Corporation (Nasdaq: LQDA) filed a Form 8-K announcing the appointment of Dana Boyle as Chief Accounting Officer effective July 1, 2025. Boyle, 41, has led the company’s accounting function since January 2021 as SVP-Finance and Controller. Her background includes senior finance roles at Aerami Therapeutics and Aralez Pharmaceuticals, plus public-accounting experience at Deloitte & Touche. She is a licensed CPA (NY) and holds a B.S. in Accounting from Rutgers University.

Compensation package:

• Annual base salary: $425,000
• Target cash bonus: 50 % of base salary
• Equity award: Restricted Stock Units valued at $300,000 on the effective date. Vesting schedule: 25 % on July 11, 2026; remaining 75 % in equal quarterly installments over the following three years, subject to continued employment.

Severance terms: Under the Amended & Restated Executive Severance and Change in Control Plan, Boyle is entitled to up to 12 months of salary continuation, COBRA premium payments, and—if terminated within a change-in-control period—accelerated vesting of 100 % of unvested equity plus target bonus payout.

The filing states that no family relationships or related-party transactions exist. The appointment was not made pursuant to any arrangement with other parties.

Investor take-away: While the event does not directly influence revenue or near-term financials, installing a seasoned CAO may enhance financial reporting quality and internal controls—an incremental positive for governance‐focused investors.

Thermo Fisher Scientific Inc. (TMO) filed a Form 4 on July 1, 2025 disclosing that director Jennifer M. Johnson was credited with 76.54 phantom stock units on June 28, 2025 under the company’s Deferred Compensation Plan for Directors. The units, valued at $408.28 each, convert to common stock on a 1-for-1 basis when the director leaves the board or upon a change of control. After the credit, Johnson holds 474.05 stock-equivalent units, all recorded as direct ownership.

The transaction represents routine deferral of quarterly board retainer fees rather than an open-market purchase or sale. With an estimated market value of roughly $31 thousand, the filing is financially immaterial relative to Thermo Fisher’s multi-billion-dollar market capitalization. No options were exercised, no common shares were sold, and the company’s share count and cash position remain unchanged. The filing nevertheless reinforces incentive alignment by tying a portion of Johnson’s compensation to future shareholder returns.

Salesforce, Inc. (CRM) has filed a Form 144 signaling the intended sale of 144,000 common shares through Merrill Lynch on the NYSE around 01 July 2025. At the reference price used in the filing, the transaction is valued at approximately $39.24 million. The seller—whose name and relationship to Salesforce are not disclosed—originally obtained the shares on 22 March 2019 via the exercise of a stock option and paid for them in cash on 22 March 2023. No additional Salesforce shares have been sold by this filer during the past three months. The proposed sale represents roughly 0.015 % of the company’s 956 million shares outstanding, suggesting minimal impact on overall float or control. The filing contains no indication of a Rule 10b5-1 trading plan, nor any remarks beyond the standard certification language.