Toronto Domin SEC Filings

Peoples Bancorp Inc. (PEBO) filed a Form 4 indicating that EVP & General Counsel Michael Ryan Kirkham acquired 11.5562 shares of common stock on 06/30/2025 through the company’s employee stock purchase plan (transaction code “J”). The shares were purchased at $25.96 each, increasing his direct holdings to 11,666.4766 shares. No dispositions or derivative security transactions were reported.

The purchase, valued at roughly $300, is immaterial relative to PEBO’s market capitalization and to Kirkham’s existing stake. Because the acquisition occurred under an automatic plan, it provides limited insight into management’s discretionary sentiment. There are no indications of broader strategic or financial changes associated with this filing.

Barclays Bank PLC is offering $8.386 million of Autocallable Contingent Barrier Return Enhanced Lookback Entry Notes linked to the S&P 500® Index. The Notes are part of the bank’s Global Medium-Term Notes, Series A program and were priced on 27 June 2025 for expected issuance on 2 July 2025.

Key economic terms

• Initial issue price: $1,000 per Note; minimum $10,000 denominations.
• Automatic call: If, on the Review Date (27 Aug 2026), the S&P 500 closing level is ≥ the Lookback Underlier Value (lowest close recorded between the Pricing Date and 25 July 2025), investors receive the Call Price of $1,118 (11.80% premium) on 1 Sept 2026 and the Note terminates.
• Maturity: 1 Sept 2027, unless called early.
• Upside participation: If not called and the Final Underlier Value exceeds the Lookback Underlier Value, return equals 1.5× the positive Underlier Return.
• Barrier: 80% of the Lookback Underlier Value. If final value < barrier, principal is reduced 1-for-1 with the index decline, potentially to $0.
• Estimated value: $981.70 per $1,000 Note (1.8% below issue price).
• Issuer credit: Unsecured, unsubordinated obligations of Barclays Bank PLC; subject to U.K. Bail-in Power.

Investor considerations

• No periodic coupons; total return derives solely from call premium or leveraged upside.
• Lookback feature lowers the effective entry level, potentially increasing call probability and downside cushion, yet investors remain exposed to full downside below the 80% barrier.
• Liquidity: No exchange listing; secondary market, if any, will be made solely by Barclays affiliates and may be illiquid and at prices below issue price.
• Fees & charges: Placement agents (J.P. Morgan) receive up to $15.83 per $1,000; these fees contribute to the gap between estimated and issue price.
• Risks disclosed: loss of principal, reinvestment risk if called after ~14 months, model-driven estimated value, tax uncertainty (pre-paid forward treatment), potential U.K. regulatory bail-in.

Tax & ERISA: Barclays’ counsel expects the Notes to be treated as prepaid forward contracts; IRS could challenge this view. Section 871(m) withholding is not expected to apply. ERISA fiduciaries must confirm adequate consideration and lack of Barclays discretionary control.

The supplement highlights extensive Selected Risk Considerations, including volatility risk, absence of dividends, calculation-agent discretion, change-in-law acceleration, and conflicts of interest arising from Barclays’ dual roles as issuer, hedger and calculation agent.

Toronto-Dominion Bank (TD) is offering US$500,000 of Autocallable Contingent Buffer Notes linked to Alphabet Inc. Class A shares (GOOGL). The product is issued under TD’s Senior Debt Securities, Series H programme and is documented by this June 30 2025 pricing supplement to the February 26 2025 base prospectus.

Structure & Key Economics

• Principal Amount: $10,000 per note (minimum investment one note).
• Tenor: ~2 years (Issue 3 Jul 2025 – Maturity 1 Jul 2027), subject to one review date (9 Jul 2026).
• Automatic Call: If GOOGL closes ≥ $173.54 (100 % of Initial Price) on the review date, TD redeems early for $11,535 (Principal + 15.35 % Call Premium).
• Payment at Maturity (if not called):
  • GOOGL ≥ Initial Price → cash redemption of Principal plus the greater of 30.70 % (Digital Return) or actual upside.
  • GOOGL between 85 % and 100 % of Initial Price → full principal return only.
  • GOOGL < 85 % of Initial Price → physical delivery of 67.7925 GOOGL shares per note (worth $147.509 per share), exposing investors to uncapped downside beyond a 15 % buffer.
• Initial/Call Price: $173.54 (GOOGL close on 26 Jun 2025); Buffer Price: $147.509 (85 %).
• Estimated value on pricing date: $9,765 (97.65 % of face) versus $10,000 public offering price.
• Secondary trading: not listed; TD Securities (USA) LLC may make a market but is not obliged to do so.
• Distribution: 1.50 % underwriting discount ($150 per note). JP Morgan acts as placement agent and receives its fee from TD Securities.

Risk-Return Profile

• Investors receive no coupons and forgo GOOGL dividends until maturity or call.
• The 15 % buffer provides limited protection; losses beyond that level are amplified (≈1.1765 % loss per additional 1 % drop).
• Early redemption limits upside to 15.35 % if GOOGL is at or above the initial level after ~1 year (re-investment risk).
• The notes are senior unsecured obligations of TD; payment depends on TD’s creditworthiness.
• Liquidity is expected to be thin; secondary prices will reflect bid/ask spreads, dealer mark-ups, hedging costs and TD funding levels.

Investor Suitability – The notes target investors comfortable with single-stock exposure, willing to accept TD credit risk, limited liquidity, absence of income, and the possibility of receiving GOOGL shares instead of cash, in exchange for an enhanced contingent return.

The Bank of Nova Scotia (BNS) is offering $4.116 million of Trigger Jump Securities (senior unsecured notes, Series A) linked to the EURO STOXX 50® Index (SX5E). The notes price on 30 June 2025, settle on 3 July 2025 (T+3) and mature on 5 October 2026, giving an effective tenor of roughly 15 months.

Return profile. The securities pay no coupons. At maturity investors receive:

• $1,170 per $1,000 note (17% fixed upside) if the final index value ≥ initial value (5,303.24).
• Par if the final index value is below the initial but ≥ the trigger level (90% of initial, i.e. 4,772.916).
• Stated principal minus 1% for every 1% drop if the final index value is < trigger. Maximum loss is 100% of principal.

Credit & structural considerations. The notes are direct, senior, unsecured obligations of BNS and rank pari-passu with other senior debt. No principal is protected; all payments depend on BNS’s creditworthiness. The securities are not bail-inable under the Canada Deposit Insurance Corporation Act, are not FDIC-insured, and will not be listed on any exchange, limiting liquidity.

Pricing economics. Issue price is $1,000 per note. BNS’s initial estimated value is $982.30, reflecting a dealer markup of $17.70 (sales commission $13.60 + structuring fee $3.90) retained by Morgan Stanley Wealth Management. Scotia Capital Inc. is calculation agent; Scotia Capital (USA) Inc. is agent and faces conflicts of interest under FINRA Rule 5121.

Risk highlights. Investors face: (1) potential full loss of principal below the 10% buffer, (2) limited upside versus direct index ownership, (3) secondary-market liquidity risk, (4) valuation that will generally be below issue price after launch, (5) currency, geopolitical and market risks associated with a euro-denominated index, and (6) tax uncertainty—notes are intended to be treated as prepaid derivatives but alternative treatments are possible.

Target investor. The product is aimed at investors who are moderately bullish to neutral on European large-cap equities over 15 months, can tolerate equity-like downside, are willing to forego dividends and upside beyond 17%, and are comfortable taking BNS credit risk and liquidity risk through maturity.

The Toronto-Dominion Bank (TD) is offering unsecured, senior Digital S&P 500® Index-Linked Notes (Series H) with a term of roughly 49-52 months. The Notes are denominated in U.S. dollars, issued in minimum $1,000 denominations and do not pay periodic interest.

Payment mechanics:

• Initial Level: closing level of the S&P 500 on the Pricing Date.
• Threshold Level: 80 % of the Initial Level.
• Threshold Settlement Amount: set on Pricing Date, expected between $1,295.90 – $1,347.10 per $1,000 note (equates to a fixed gross return of roughly 29.6 – 34.7 %).
• If Final Level ≥ Threshold Level (Percentage Change ≥ -20 %), investor receives the Threshold Settlement Amount.
  
• If Final Level < Threshold Level, investor receives $1,000 + ($1,000 × Percentage Change); principal declines one-for-one with any index drop beyond 20 %, down to total loss at a 100 % decline.

Key offering economics:

• Public offering price: $1,000.
• Underwriting discount: $33.30; net proceeds to TD: $966.70.
• Initial estimated value: $928.70 – $958.70 (≈4.1 – 7.1 % below offer price); lower value reflects embedded distribution costs and TD’s internal funding rate.
• Notes will not be listed; liquidity, if any, depends on dealer market-making.
• Credit risk: full recourse to TD; not covered by FDIC or CDIC insurance.

Risk highlights:

• Principal at risk; investors could lose up to 100 % of invested amount.
• Upside is capped at the Threshold Settlement Amount; no participation in index appreciation above this level.
• Secondary market price likely below offer price due to bid/ask spreads, hedging costs and estimated value discount.
• Product complexity, potential tax uncertainty and reliance on TD’s creditworthiness.

Settlement: T+5 following Pricing Date; maturity expected two business days after Valuation Date.

First US Bancshares, Inc. (FUSB) – Form 4 insider filing: Director David Peter Hale reported the acquisition of 655.38 phantom stock units on 30 June 2025 under the company’s Non-Employee Directors’ Deferred Compensation Plan. The units convert to common stock on a 1-for-1 basis and include 93.29 dividend-equivalent shares. Following the transaction, Hale directly holds 18,477.14 phantom units. The filing indicates routine deferred-compensation accrual rather than an open-market purchase, suggesting limited immediate market impact but continued alignment of the director’s interests with shareholders.

Morgan Stanley Finance LLC is issuing $280,000 aggregate principal amount of Buffered PLUS due July 2, 2030, unsecured and fully guaranteed by Morgan Stanley. Each $1,000 note offers:

• Upside participation: 150 % leverage on any S&P 500 Index appreciation, capped at a maximum redemption of $1,455 (45.5 % total return).
• Downside protection: 20 % buffer. If the index falls <=20 %, principal is returned. Beyond that, investors lose 1 % of principal for every additional 1 % decline, subject to a minimum payment of $200.
• No coupons; repayment occurs only at maturity on July 2, 2030.
• Issue price: $1,000; estimated value: $945.80 (reflects structuring/hedging costs and Morgan Stanley’s internal funding rate).
• Sales commission: $32 per note (3.2 %). Selected dealers receive the full amount.
• Credit considerations: Notes are senior unsecured obligations of MSFL; repayment depends solely on Morgan Stanley’s creditworthiness. They are not FDIC-insured and will not be listed on an exchange, so secondary liquidity may be limited.
• Key dates: Strike/Pricing – Jun 27 2025; Maturity – Jul 2 2030; Observation – Jun 27 2030.

The product targets investors seeking leveraged, but capped, equity exposure with partial downside protection, who can tolerate principal-at-risk, illiquidity, and credit risk in exchange for the structured payoff.

LCI Industries (LCII) – Form 4 insider transaction

Director James F. Gero filed a Form 4 covering equity awards dated 30 June 2025. The filing shows no open-market trades of common shares; instead it documents routine director compensation in the form of deferred and restricted stock units.

• Non-derivative holdings: Gero continues to hold 319,486 shares of LCII common stock directly; no shares were bought or sold in the period.
• Derivative awards granted:
  • 316 Deferred Stock Units (DSUs) awarded at a reference price of $91.19 per share. DSUs settle in one share each when board service concludes. Total DSUs now stand at 10,753 (includes 135 dividend-equivalent units).
  • 1,709 Restricted Stock Units (RSUs) granted; these vest in full on the earlier of 15 May 2026 or the 2026 annual meeting. Current RSU balance: 1,709 (includes 22 dividend-equivalent units).

No 10b5-1 trading plan was indicated, and the director remains classified as an independent board member (no officer role).

The transaction modestly increases the director’s aligned, at-risk equity exposure but is routine compensation rather than an active market purchase. As a result, the filing is generally viewed as neutral from a valuation or near-term trading perspective.

Offering: Toronto-Dominion Bank (TD) is marketing senior unsecured Capped Notes with Absolute Return Buffer Linked to the S&P 500 Index under Form 424B2.

Key economics: Each $10 note matures in roughly 14 months (Sept 2026). Investors receive: (1) 1-to-1 upside participation if the Index rises, capped at a 10% maximum return ($11 redemption per unit); (2) a positive "absolute" payoff when the Index declines but remains at or above the Threshold Value set between 90-95% of the Starting Value (exact level fixed on pricing date). Example – a 5% Index decline pays a 5% gain. (3) If the Index finishes below the Threshold, principal is lost point-for-point beyond that level, exposing up to 90-95% of principal.

Structural features: No periodic coupons; all cash flows occur at maturity. Notes are unsecured, not FDIC/CDIC insured, and payments depend on TD’s credit. Public offering price is $10 with a $0.175 underwriting discount (reduced to $0.125 for ≥300,000 units) plus a $0.05 hedging-related charge. TD’s initial estimated value will be below the offering price because it uses an internal funding rate and includes selling & hedging costs.

Liquidity & market considerations: No exchange listing; secondary trading, if any, will be limited and may occur at prices well below par and the initial estimated value. TD and BofA Securities act as joint calculation agents and counterparties in hedging, creating potential conflicts of interest.

Risk highlights: Possible substantial principal loss, 10% upside cap, no dividends or interest, valuation dependent on TD models, tax treatment uncertain, and full exposure to TD credit risk.

Investor profile: Suitable for investors who expect the S&P 500 to stay within ±10% over 14 months, can tolerate illiquidity and credit risk, and are comfortable exchanging uncapped equity returns for a defined buffer and capped upside.