Toronto Domin SEC Filings

Morgan Stanley Finance LLC is offering $1.097 million aggregate principal amount of five-year Market-Linked Notes (Series A) that mature on 5 July 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P 500 Futures Excess Return Index (ticker SPXFP) and are designed to provide principal protection at maturity with leveraged upside exposure.

• Issue & pricing: Denomination $1,000; issue price $1,000; estimated value on the 30 June 2025 pricing date $966.60, reflecting embedded distribution and hedging costs.
• Return profile: • If the final index level > initial level (514.49), investors receive $1,000 plus 133 % of the index appreciation. • If the final level ≤ initial level, only the principal is repaid. No interim coupons are paid.
• Key dates: Strike/Pricing 30 Jun 2025; Original issue 3 Jul 2025; Observation 1 Jul 2030; Maturity 5 Jul 2030.
• Distribution economics: Sold exclusively to fee-based advisory accounts. Agent (MS & Co.) commissions/fees equal $7.50 (0.75 %) per note; selected dealers may earn up to $6.25 structuring fee. Net proceeds to issuer $992.50 per note.
• Liquidity & listing: The notes will not be listed; MS & Co. may provide a secondary market but is not obligated to do so. Secondary prices likely to be below par and below the estimated value once bid-offer and credit spreads are considered.
• Credit considerations: Payment depends solely on the credit of Morgan Stanley (A-/A1) and its finance subsidiary; the product is unsecured and unsubordinated.
• Risk highlights: • No periodic income and potential zero upside if the index is flat or down.
  • Market value highly sensitive to index volatility, interest-rate moves and MS credit spreads.
  • Tax treatment as a contingent payment debt instrument; U.S. holders must accrue OID at a comparable yield of 4.5259 %.

In essence, the notes suit investors seeking principal protection plus enhanced equity participation within a discretionary advisory framework, willing to accept liquidity, credit and tax complexities and to forego dividend income and total-return benefits of direct equity or ETF exposure.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering Structured Investments titled “Capped Dual Directional Buffered Equity Notes” linked to the Nasdaq-100 Index (NDX) and the S&P 500 Index (SPX).

The notes are expected to price on or about 28 Jul 2025, settle on 31 Jul 2025 and mature on 2 Feb 2028 (3-year, 6-month tenor). Minimum denomination is $1,000; CUSIP 48136FEN8.

Pay-off structure

• Upside: If both indices finish above their initial levels, holders receive 1:1 participation up to a Maximum Upside Return of at least 32.20 % (max redemption ≥ $1,322).
• Directional buffer: If the lesser-performing index (“LPI”) ends ≤ Initial but not more than 15 % lower, investors receive the absolute value of that decline, producing a gain of up to 15 % (max $1,150).
• Downside: If the LPI falls by > 15 %, principal is reduced 1 % for every 1 % loss beyond the buffer; worst-case repayment is $150 (-85 %).

Key economics

• Price to public: $1,000; estimated value if priced today: $960.90 (final estimate ≥ $900).
• Selling commissions: up to $26 per note; secondary trading expected to be limited and at a discount.
• No periodic coupons or dividends; investors forgo index distributions.

Primary risks highlighted by the issuer include: (1) up to 85 % capital loss beyond the 15 % buffer; (2) upside capped at 32.2 % even if indices rally sharply; (3) payments depend on the worse of the two indices; (4) exposure to the unsecured credit of both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; (5) estimated value is below issue price; (6) lack of exchange listing.

The notes appeal to investors seeking limited upside participation, modest protection against first-loss equity risk, and acceptance of credit and liquidity risk in exchange for potential buffered gains.

Toronto-Dominion Bank (TD) is issuing $1,000,000 of Autocallable Contingent Interest Barrier Notes with Memory Interest linked to the Nasdaq-100 Index (NDX). The notes are senior unsecured obligations, Series H, priced at $1,000 per note (minimum investment $10,000) and will settle on 7 Jul 2025, maturing on 16 Jul 2026 unless called earlier.

Cash-flow mechanics

• Contingent Interest: $20 per $1,000 note (2% of par) paid on each quarterly Review Date if NDX closes at or above the Barrier Level 16,430.9427 (72.45% of the Initial Level 22,679.01). Maximum cumulative coupon is 8% if all four payments occur.
• Memory Interest: Unpaid coupons are carried forward and paid when a future Review Date meets the barrier condition.
• Automatic Call: If on any Review Date other than the final one NDX ≥ Initial Level, TD redeems at par plus the due coupon(s); investors then cease to receive further payments.
• Principal at Maturity: • If NDX ≥ Barrier, return of par plus final coupon(s). • If NDX < Barrier, repayment = $1,000 + ($1,000 × Percentage Change), exposing investors to 1:1 downside with potential total loss.

Key dates – Strike 30 Jun 2025; Pricing 1 Jul 2025; Review Dates: 13 Oct 2025, 12 Jan 2026, 13 Apr 2026, 13 Jul 2026.

Pricing & costs

• Public offering price: $1,000; underwriting discount: $10 (1%).
• Estimated value: $986.20, below offer price, reflecting structuring and hedging costs.
• Notes will not be listed; secondary liquidity depends on dealer willingness, likely at a discount.

Risk highlights

• Full downside exposure below the barrier; no participation in NDX upside beyond coupons.
• Credit exposure to TD; instruments are not FDIC or CDIC insured.
• Tax treatment uncertain; non-U.S. holders face 30% withholding on coupons.

The issuance is immaterial to TD’s balance sheet but offers investors a short-dated, high-coupon structure with significant principal risk linked to U.S. tech-heavy equity performance.

The Toronto-Dominion Bank (TD) has filed a 424(b)(2) pricing supplement for Callable Contingent Interest Barrier Notes linked to the least-performing of the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX). The notes are senior unsecured obligations of TD, denominated in USD, with a 5-year scheduled term maturing on or about 11 July 2030, unless TD exercises its monthly call option from the third interest period onward. Investors will receive a contingent coupon of ~9.35% p.a. (paid monthly) only if, on each observation date, all three indices close at or above 70 % of their initial levels (the Contingent Interest Barrier). If any index closes below its barrier on an observation date, no coupon is paid for that period.

If TD calls the notes, holders receive par plus the accrued coupon; otherwise, final repayment depends on index performance at maturity. Principal is protected only when every index remains ≥70 % of its initial level on the final valuation date. Should any index finish below its barrier, investors incur a loss matching the worst-performing index’s percentage decline, up to a 100 % loss of principal.

The public offering price is $1,000 per note; estimated value is $940–$975, reflecting a 0.75 % underwriting discount and embedded hedging costs. The notes are unlisted, lack secondary-market liquidity, expose holders to TD credit risk and feature complex tax treatment. Detailed risk factors highlight reinvestment risk due to the issuer call, market volatility of multiple indices, and the possibility of zero income and significant capital loss.

Deal overview. The Toronto-Dominion Bank (TD) plans to issue senior unsecured Contingent Income Auto-Callable Securities maturing 10 July 2026 that are linked to the common stock of Apple Inc. (AAPL).

Key economics. Investors pay US$1,000 per note and may receive a quarterly contingent coupon of US$28.55 (11.42% p.a.) on any determination date at which AAPL closes at or above 80% of its initial share price (the “downside threshold”). If on any of the first three determination dates AAPL closes at or above 100% of the initial share price (the “call threshold”), the notes are automatically redeemed for par plus the coupon. If not redeemed, principal is protected only when the final price is at or above the 80% threshold; otherwise holders suffer a 1-to-1 loss on the decline in AAPL, potentially forfeiting their entire investment.

Structural and credit considerations. • Tenor: ~12 months (pricing 7 Jul 2025, maturity 10 Jul 2026). • Estimated value: US$940-975 (94-97.5% of issue price) reflecting dealer margin and hedge costs. • Distribution fees total US$17.50 per note (1.75%). • TD is the sole calculation agent; all payments depend on TD’s credit as senior unsecured obligations of its Series H debt. • Notes will not list on an exchange; secondary liquidity, if any, will be provided on a best-efforts basis by TD affiliates and may be materially below par.

Risk/return profile. Investors trade equity upside and dividend participation for an above-market coupon that is contingent, limited upside (coupons only) and full downside exposure below the 80% barrier. Automatic redemption can shorten the holding period, creating reinvestment risk. In adverse scenarios—persistent AAPL weakness or a TD credit event—investors may earn no coupons and lose significant principal.

Target investor. Suitable only for investors who: 1) are comfortable with single-stock volatility, 2) can tolerate 100% capital loss, 3) desire potentially high income for one year, and 4) accept TD credit and liquidity risk.

Flora Growth Corp. (NASDAQ: FLGC) – Form 4 insider transaction

Director Harold Wolkin reported a single set of transactions dated 30 June 2025 involving his previously granted 30,000 Stock Appreciation Rights (SARs). The filing shows a two-step modification approved by shareholders:

• Disposition (Code D): Cancellation of the original 30,000 SARs carrying a $1.30 exercise price.
• Acquisition (Code A): Issuance of an equal number of replacement SARs at a reduced exercise price of $0.58, maintaining the same 12 Dec 2034 expiration date.

The amendment effectively reprices the award to a level more in line with Flora Growth’s current market valuation, enhancing the economic value of the director’s incentive without changing the underlying share count. Following the adjustment, Mr. Wolkin continues to hold 30,000 SARs; no common shares were bought or sold, and no change occurred in his direct equity ownership.

Investor takeaways

• The repricing is shareholder-approved, indicating formal governance compliance.
• Total potential dilution is unchanged (still 30,000 shares), but the lower strike increases the likelihood that the award will be exercised, marginally raising dilution risk if the stock price recovers.
• The disclosure is routine and does not affect current revenue, earnings, or cash flow figures.

JPMorgan Chase Financial Company LLC is issuing $89,000 of Step-Up Auto Callable Notes linked to the proprietary J.P. Morgan Dynamic BlendSM Index (ticker: JPUSDYBL). The notes priced on 30 Jun 2025, settle 3 Jul 2025, and mature 6 Jul 2028 unless called earlier.

Economic terms

• Denomination: $1,000; CUSIP 48136EPU3.
• Automatic call if the Index closes at or above the Call Value on a review date: 100.5% of initial on 30 Jun 2026 (10% premium) or 101% on 30 Jun 2027 (20% premium).
• If not called, maturity payment equals principal plus 100% of any positive Index return; downside is floored at par.
• No periodic coupons; investors forgo interim income.
• Price to public = $1,000; estimated value = $957.40 (reflecting dealer fees and hedging costs).

Underlying index – a rules-based strategy that reallocates daily between an S&P 500 futures index and 2-year U.S. Treasury futures to target 3% volatility, less a 0.95% annual index deduction. Low volatility targeting means the strategy may hold large bond exposure, potentially muting equity upside.

Risk & structural considerations

• The notes are unsecured obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.; repayment depends on their creditworthiness.
• No listing is planned; secondary liquidity will rely on dealer bids that are expected to be below the issue price.
• Tax counsel expects contingent payment debt instrument treatment, requiring holders to accrue OID at a 5.22% comparable yield.

The product targets investors comfortable with a potential three-year hold, willing to exchange liquidity and interest income for principal protection, limited call premiums, and uncapped participation in any index appreciation at maturity.

Netflix, Inc. (NFLX) has filed a Form 144 disclosing the proposed sale of 290 common shares with an aggregate market value of $388,347.70. The shares are expected to be sold on or about July 1, 2025 on the NASDAQ through Morgan Stanley Smith Barney LLC – Executive Financial Services. The seller is identified in the accompanying tables as Strive Masiyiwa, who previously sold 1,002 shares for $1,126,508.52 on May 12, 2025 under a Rule 10b5-1 trading plan.

The shares to be sold represent less than 0.0001% of Netflix’s approximately 425.7 million shares outstanding, indicating a de minimis impact on the company’s capital structure. Rule 144 filings are routine disclosures that allow insiders to sell restricted or control securities in compliance with SEC regulations. The use of a pre-arranged 10b5-1 plan suggests the sale was scheduled in advance, mitigating concerns of trading on undisclosed information.

Key details

• Seller: Strive Masiyiwa (Netflix board member)
• Shares to be sold: 290
• Planned sale date: 07/01/2025
• Broker: Morgan Stanley Smith Barney LLC
• Previous sales: 1,002 shares on 05/12/2025 for $1.13 million

Given the small size of the transaction relative to Netflix’s market capitalization, the filing is not expected to have a material financial impact, but investors may monitor insider activity for sentiment signals.

Bowman Consulting Group Ltd. (BWMN) – Form 4 filing: Director Patricia Mulroy reported selling 400 shares of common stock on 06/30/2025 at $29.06 per share. The transaction was executed under a Rule 10b5-1 trading plan adopted on 03/14/2025 that permits the sale of up to 800 shares between June and July 2025. After the sale, Mulroy directly owns 23,136 shares. No derivative securities were involved, and there were no other transactions disclosed in this filing.