[144] Sapiens International Corporation N.V. SEC Filing

Rhea-AI Filing Summary

Royal Bank of Canada (RY) is issuing US$1.554 million of five-year, unsecured Lookback Entry Enhanced Return Buffer Notes linked to the S&P 500 Futures Excess Return Index (Bloomberg: SPXFP). The securities are offered at par but carry no periodic interest and will not be listed on any exchange, limiting liquidity. Principal repayment and any upside are determined at the July 3 2030 maturity date using a six-month “look-back” mechanism that locks in the lowest closing level of the Underlier between June 30 2025 and December 30 2025 as the reference entry point.

Upside profile: If the Final Underlier Value on the June 28 2030 valuation date exceeds the Lookback Underlier Value, investors receive 120 % of the index return (Participation Rate). Illustrative tables show a 20 % index gain producing a 24 % note return (US$1,240 per US$1,000 principal).

Downside protection: A 10 % Buffer shields principal for losses of up to 10 % relative to the Lookback level. Below that, repayment is reduced by 1 % for every additional 1 % decline. A 50 % drop in the index would cut principal to US$600, a 40 % loss, as demonstrated in the issuer’s example.

Key structural terms

• Trade Date: June 30 2025; Issue Date: July 3 2025.
• Maturity Date: July 3 2030 (5.0-year tenor).
• Minimum investment/denomination: US$1,000.
• Initial estimated value: US$968.43 per US$1,000, or ≈3.2 % below the public offering price, reflecting hedging costs, internal funding spread and a 0.25 % underwriting discount.
• Credit exposure: senior unsecured debt of Royal Bank of Canada; payments subject to the Bank’s ability to pay.

Risk highlights

• Investors may lose substantial principal if the index falls more than 10 % from the Lookback value.
• No interim coupons; opportunity cost versus conventional fixed-rate debt.
• Notes are unlisted and market making is discretionary, creating potential illiquidity and significant bid-ask spreads.
• The Lookback Underlier Value is unknown until December 30 2025, leaving entry price uncertainty for six months.
• Initial estimated value is materially below issue price; secondary market value likely lower than purchase price.
• Product complexity and uncertain U.S. tax treatment (prepaid forward contract approach) require specialist advice.

Overall, the Notes offer leveraged upside and partial downside buffer tied to S&P 500 futures but trade off liquidity, current income and full downside protection, while embedding issuer credit and valuation risks.

Insights

Structured Products Analyst

TL;DR: Leveraged upside (120%) with 10% buffer, but illiquid, no coupons and 3% pricing premium.

The Lookback feature lowers the effective strike, giving investors a potentially advantageous entry if the S&P 500 futures fall during the first six months. Coupled with a 120% participation rate, the payoff is attractive versus plain-vanilla equity-linked notes. However, the buffer is thin beyond 10%, after which losses are linear. The initial estimated value of 96.843% confirms a sizeable embedded cost, and the 0.25% fee suggests limited dealer compensation, indicating reliance on internal spread. Credit risk is standard senior unsecured RBC exposure. From a capital-markets standpoint, this is routine funding for the bank, with negligible balance-sheet impact, therefore I classify overall investor impact as neutral.

Risk Analyst

TL;DR: Product complexity, no listing, and thin buffer drive meaningful downside risk despite RBC credit strength.

The note’s risk/return trade-off hinges on mid-term equity market performance and futures roll costs inherent in SPXFP. Negative roll yield and higher rates could hurt index levels independent of spot S&P 500 performance, undermining the perceived 10% cushion. Investors also face valuation opacity: secondary prices incorporate dealer bid/ask and could fall well below the already discounted initial value. Absence of coupons intensifies reinvestment and inflation risk over five years. Liquidity and tax uncertainties further reduce suitability for all but long-term, risk-tolerant clients. Hence, from a risk standpoint, I see no material positive or negative shift for RBC, but considerable risk for noteholders—net neutral from an issuer perspective.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Oppenheimer & Co. Inc. 85 Broad St. New York NY 10004	100000	2936000.00	55887225	07/02/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/07/2017	Exercised Options	Issuer			225000	09/07/2017	Cash - Upon Exercise

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Al-Dor Ron AZRIELI CENTER 26 HAROKMIM ST. Holon L3 5885800	Common	04/02/2025	32626	892685.63
Al-Dor Ron AZRIELI CENTER 26 HAROKMIM ST. Holon L3 5885800	Common	05/01/2025	127516	3657039.77
Al-Dor Ron AZRIELI CENTER 26 HAROKMIM ST. Holon L3 5885800	Common	06/03/2025	91736	2666801.03
Al-Dor Ron AZRIELI CENTER 26 HAROKMIM ST Holon L3 5885800	Common	07/01/2025	15934	469066.69

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the participation rate on Royal Bank of Canada’s Lookback Buffer Notes (RY)?

The Notes pay 120% of any positive Underlier Return above the Lookback Underlier Value at maturity.

How much downside protection do the RY Lookback Buffer Notes provide?

There is a 10% Buffer; losses begin only if the S&P 500 Futures Excess Return Index falls more than 10% from the Lookback value.

Do the Royal Bank of Canada Buffer Notes pay interest before maturity?

No. The Notes do not pay any periodic interest; all returns are realized only at maturity on July 3 2030.

Why is the initial estimated value (US$968.43) below the US$1,000 issue price?

The difference reflects hedging costs, internal funding spread, underwriting discount (0.25%) and issuer profit embedded in the product.

Will the Notes be listed on an exchange for trading?

No. The Notes will not be listed; secondary liquidity, if any, will depend on RBC Capital Markets’ willingness to make a market.

When will the Lookback Underlier Value be determined?

It is the lowest closing level of the index recorded from June 30 2025 through December 30 2025.