Toronto Domin SEC Filings

The Toronto-Dominion Bank (TD) is marketing a new structured product – Autocallable Market-Linked Step Up Notes linked to the Russell 2000® Index (RTY).

• Structure: $10 principal per unit; senior unsecured, Series H. Four annual Observation Dates (≈ Jul 2026-2029). Notes are automatically called if the Index is ≥ 100% of its Starting Value on any Observation Date.
• Call payouts: Investors receive $10 plus a Call Premium that steps from $0.85-$0.95 (8.5-9.5%) in year 1 to $3.40-$3.80 (34-38%) in year 4. Corresponding Call Amounts range from $10.85-$13.80.
• Maturity (≈ Jul 2030): • If not called and Ending Value ≥ Starting Value but ≤ 145% (Step Up Value), a fixed 45% return ($14.50 per unit). • Above 145%, 1-for-1 participation in RTY upside. • Downside is 1-for-1 below the Threshold (100% of Starting Value), exposing up to 100% loss of principal.
• Pricing economics: Public offering price $10.00; initial estimated value $9.196-$9.496. Gap reflects an underwriting discount ($0.20/unit) and hedging charge ($0.05/unit). Minimum purchase 100 units; discounted pricing for ≥300,000 units.
• Risk highlights: • Credit risk of TD (senior unsecured). • No periodic interest, no dividend pass-through. • Limited or no secondary market; prices likely below issue price. • Small-cap index volatility may increase risk. • U.S. and Canadian tax treatment uncertain. • Notes are not FDIC/CDIC insured.
• Key parties: Co-calculation agents TD & BofA Securities; distributors include BofA Securities, MLPF&S and TD Securities (USA).

The product targets investors who are moderately bullish on U.S. small-caps over the next four years, are comfortable with TD credit exposure, and can tolerate full downside loss in exchange for capped annual call premiums and a 45% “step-up” payoff if held to maturity.

Royal Bank of Canada (RBC) has filed a Free Writing Prospectus for Market-Linked One Look Notes with Enhanced Buffer tied to the common stock of Tesla, Inc. (TSLA). Each $10 unit matures in roughly 14 months and offers a fixed Step Up Payment of $3.00–$3.60 (30%-36% return) provided TSLA’s ending value is at least 85% of its starting value. If TSLA declines by more than 15%, investors incur 1-for-1 downside exposure; the maximum loss is 85% of principal. The structure therefore protects the first 15% decline but caps upside at the Step Up Payment.

The notes will not be listed on an exchange, and RBC does not expect a secondary market. Investors face RBC credit risk; changes in the bank’s perceived creditworthiness or hedging activities may affect note value. The public offering price will exceed RBC’s initial estimated value, creating an inherent premium. Tax treatment remains uncertain.

Key terms are finalized on the pricing date. Investors should consult the linked preliminary offering documents for full disclosure, risk factors, and U.S. federal tax considerations.

The Toronto-Dominion Bank (TD) is offering $13.77 million of Senior Debt Securities, Series H, branded as Leveraged Capped Buffered S&P 500 Index-Linked Notes due 22 September 2027. The notes are issued in $1,000 denominations, priced at par, and do not pay periodic interest.

Investment mechanics: for each $1,000 note, investors receive at maturity: (i) the principal plus 180 % upside leverage on any positive S&P 500 performance, up to the Maximum Payment Amount of $1,254.70 (25.47 % cap); (ii) full principal return if the index is flat or falls by ≤15 % (Buffer Level = 85 % of the 6,141.02 initial level); or (iii) a loss magnified by the ≈117.65 % downside multiplier once the buffer is breached, exposing investors to potential 100 % principal loss.

Key terms: Pricing Date 26 Jun 2025; Issue Date 3 Jul 2025; Valuation Date 20 Sep 2027; no underwriting discount shown (0 %), and the initial estimated value equals $995.40 per $1,000, below the public offer price, reflecting TD’s internal funding rate and hedging costs.

Principal risks: (1) Credit risk—payments rely on TD’s ability to pay; (2) Market risk—a >15 % decline in the S&P 500 triggers leveraged losses; (3) Liquidity risk—no exchange listing and discretionary market-making only; (4) Valuation risk—initial estimated value is below issue price and may not reflect secondary prices; (5) Tax uncertainty—treated as prepaid derivative contracts, but other characterizations are possible.

These notes may suit investors seeking short-dated, equity-linked exposure with partial downside protection and a defined upside cap, who understand the trade-offs between leverage, buffer and issuer credit.

Overview: Morgan Stanley Finance LLC ("MSFL") is marketing $1,000-denominated Buffered Jump Securities with an Auto-Callable feature that mature on August 5, 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index and do not pay periodic interest.

Auto-call mechanics: Beginning with the first determination date on August 3, 2026, the notes will be automatically redeemed if the Underlier closes at or above 90 % of its initial level. Early-redemption payments escalate from roughly $1,152.50 (≈ 15.25 % return) on the first call date to about $1,798.96 (≈ 79.9 % return) on the last call date prior to maturity. Once called, no further payments are made.

Principal repayment scenarios at maturity:

• If the notes have not been called and the Underlier is ≥ 90 % of its initial level, investors receive $1,762.50–$1,812.50 (≈ 76 %–81 % upside).
• If the Underlier is < 90 % but ≥ 80 % (the 20 % buffer), investors receive only the $1,000 principal.
• If the Underlier is < 80 %, repayment equals $1,000 × (final level / initial level + 0.20), subject to a minimum of 20 % of principal, exposing investors to up to 80 % loss.

Valuation & distribution: The estimated value on the July 31, 2025 pricing date is approximately $934.20—about 6.6 % below the $1,000 issue price—reflecting structuring and hedging costs. The notes will be sold only to fee-based advisory accounts; MS&Co. receives no traditional sales commission but may pay dealers a structuring fee up to $6.25 per note.

Key risks: (i) principal at risk and limited upside participation; (ii) unsecured creditor exposure to Morgan Stanley; (iii) no exchange listing; (iv) secondary market prices expected to be below issue price; (v) reinvestment risk if auto-called early.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (NYSE: C), is issuing three series of senior unsecured Airbag Autocallable Yield Notes maturing 29 June 2026. Each $1,000 note is linked to a single equity: lululemon athletica (LULU), Novo Nordisk ADSs (NVO) or Norwegian Cruise Line Holdings (NCLH).

Coupon & Call: Investors receive fixed monthly coupons of 11.50%, 11.30% and 11.60% per annum, respectively. On any quarterly observation date, the notes are automatically called at par plus the current coupon if the underlying closes at or above its Initial Underlying Price, capping further income.

Maturity Pay-off: If not called, holders receive either (i) full principal in cash if the underlying closes at or above the Conversion Price (75% LULU, 80% NVO, 70% NCLH of initial) or (ii) a fixed share delivery amount valued at the Conversion Price, exposing investors to unlimited downside below that level.

Size & Economics: Aggregate issuance is $13.39 million: $4.56 m LULU, $6.58 m NVO, $2.25 m NCLH. Underwriting discount is $15 (1.5%) per note; net proceeds are $985. Estimated initial values range from $978.20 to $981.10, below the $1,000 issue price, indicating embedded fees and funding costs.

Risk Profile: The notes are unrated, unlisted and subject to Citigroup credit risk, market risk, call risk and liquidity constraints. Investors sacrifice upside in exchange for high coupons and may receive shares worth materially less than principal at maturity.

Bank of Montreal (Series K) Autocallable Barrier Notes with Contingent Coupons are three-year, unsecured senior medium-term notes linked to the S&P 500, NASDAQ-100 and Russell 2000 indices (each a "Reference Asset").

Key economic terms

• Issue/Settlement: 31 Jul 2025 (expected)
• Maturity: 31 Jul 2028 unless called earlier
• Denomination: $1,000 minimum, integral multiples thereof
• Contingent interest: 1.75 % per quarter (≈7.00 % p.a.) paid only if the closing level of each Reference Asset on the relevant Observation Date is ≥ 70 % of its Initial Level (the "Coupon Barrier").
• Automatic redemption: starting 27 Jan 2026, the notes are called if the closing level of each Reference Asset is > 100 % of its Initial Level on any Observation Date. Investors then receive par plus the applicable coupon.
• Principal at risk: if not called and any Reference Asset closes < 70 % of its Initial Level on the Valuation Date (26 Jul 2028), holders suffer a loss of 1 % of principal for every 1 % decline of the least-performing index, down to a possible zero recovery.
• Estimated initial value: $959.10 per $1,000 (c. 4.1 % issue premium excluding up to 3 % selling concession).
• Listing: none; secondary liquidity limited.
• Credit: direct, unsecured claim on Bank of Montreal; not FDIC/CDIC insured.

Primary risk factors

• No guaranteed coupons or principal repayment.
• Downside exposure begins after a 30 % decline in any index.
• Potential misalignment between note value and underlying indices due to issuer margin, credit spread, and market factors.
• Investors forego upside beyond coupons and are exposed to early call reinvestment risk.

Form 4 Overview: Director Matthew I. Hirsch reported routine dividend-reinvestment transactions in UMH Properties, Inc. (UMH) common stock effective 06/16/2025.

• Non-derivative shares: 576.81 new shares were automatically acquired under the company’s dividend reinvestment plan (DRIP), lifting Mr. Hirsch’s direct holdings to 55,107.85 shares. His spouse received 61.16 DRIP shares, raising indirect holdings to 5,465.96.
• Derivative holdings: No option exercises or new grants were reported. The filing restates existing options: 11,000 options at $15.80 (exp. 01/10/2034), 10,000 at $14.36 (exp. 03/21/2033) and 12,000 at $16.86 (exp. 06/16/2035).
• Transaction code: The absence of a transaction code indicates the reported DRIP acquisitions are exempt from typical open-market codes and are considered automatic.
• Post-transaction ownership: Aggregate beneficial ownership equals approximately 60,574 common shares plus 33,000 stock options.

Investor takeaways: The filing reflects modest, non-discretionary share accumulation rather than an active purchase. Such DRIP activity signals continued shareholder alignment but is unlikely to materially affect market sentiment or valuation.

Shanghai Fosun Pharmaceutical ("Fosun Pharma") and its U.S. affiliate Fosun Pharma USA Inc. (FPUSA) have sharply reduced their position in Nature's Sunshine Products Inc. (NASDAQ: NATR). On 25 June 2025 FPUSA entered into an underwriting agreement with D.A. Davidson & Co. to sell 2,854,607 common shares at a public offering price of $12.00 per share. After the $0.54 per-share underwriting discount, FPUSA netted $11.46 per share, or roughly $32.7 million. The secondary offering closed on 27 June 2025 and was effected under NATR's Form S-3 shelf registration that became effective on 18 June 2025.

As a result of the sale, Fosun Pharma now beneficially owns 64,167 shares—only 0.35 % of the 18,463,179 shares outstanding—meaning the reporting persons no longer hold more than 5 % of the company's equity. FPUSA has signed a 90-day lock-up restricting further dispositions. Concurrently, NATR may repurchase up to $15.0 million of the offered shares from the underwriter under its existing buy-back programme, potentially offsetting some secondary-market supply.

This Amendment No. 3 to Schedule 13D updates ownership data, adds the underwriting, lock-up and share-repurchase agreements as exhibits, and confirms that the 2.85 million-share sale was the only NATR transaction by the reporting persons since the prior amendment.

KALA BIO, Inc. (KALA) has filed a Form 144 indicating an insider’s intent to sell up to 4,058 shares of common stock through E*TRADE on or after 06/24/2025. The shares have an aggregate market value of $16,272.58, implying a price of roughly $4.01 per share. Given the company’s 6,452,398 shares outstanding, the transaction represents only about 0.06% of total shares. The stock to be sold originated from a restricted stock unit (RSU) vesting on the same date and is flagged as a gift transaction. The filing also discloses a prior sale of 3,390 shares on 06/03/2025 for $12,678.60. No operational or financial performance data are provided, making the notice purely transactional. While the dollar amount is modest, the disclosure gives the market advance notice of potential insider selling activity, fulfilling SEC requirements under Rule 144.