[144] Upbound Group, Inc. SEC Filing

Rhea-AI Filing Summary

Royal Bank of Canada (RY) is offering US$48.99 million of Accelerated Return Notes (ARNs) linked to the EURO STOXX 50 Index. The issuance comprises 4,898,973 units with a $10 face value each, priced on June 26 2025, settling July 3 2025 and maturing August 28 2026 (≈14 months).

Pay-off profile:

• 300% participation in any positive index performance, subject to a maximum redemption of $11.942 per unit (19.42% cap).
• 1-for-1 downside exposure: investors lose principal in proportion to any decline in the EURO STOXX 50; total loss possible.
• No interim coupons or dividends; payment occurs only at maturity.

The notes are senior unsecured obligations of RBC. All amounts are subject to RBC’s credit risk and are not covered by FDIC, CDIC or other insurance schemes.

Pricing economics: Public offering price is $10.00, but the initial estimated value is $9.72, reflecting (i) RBC’s lower internal funding rate, (ii) a $0.175 underwriting discount and (iii) a $0.05 hedging-related charge. Net proceeds to RBC, before expenses, are $9.825 per unit ($48.13 million total).

Key terms:

• Starting Value: 5,244.03 (EURO STOXX 50 closing on pricing date).
• Maturity Valuation Period: Aug 19–25 2026 (5 observation days).
• Calculation Agent: BofA Securities.
• Limited or no secondary market; notes will not be listed on any exchange.

Principal risks highlighted: full downside risk, capped upside, illiquidity, valuation below offer price, conflicts of interest in hedging/calculation, uncertain U.S. tax treatment, exposure to Eurozone market and currency factors, and complete reliance on RBC creditworthiness.

Positive

• 300% participation on index gains up to a 19.42% cap allows enhanced upside versus direct index exposure.
• Short 14-month tenor reduces exposure duration compared with longer structured notes.

Negative

• Full downside exposure with no principal protection can lead to 100% loss of invested capital.
• Capped return at $11.942 limits upside to 19.42%, creating unfavorable asymmetry relative to risk.
• Initial estimated value ($9.72) below offer price embeds immediate ~2.8% value erosion for investors.
• No secondary market listing and issuer not obligated to provide liquidity, raising exit-risk.
• Payments depend on RBC credit; any deterioration in creditworthiness could impair note value.

Insights

Structured Products Analyst

TL;DR Routine structured-note deal: 3x leverage with 19.4% cap, full downside, modest size, neutral credit impact for RBC.

The ARNs follow common market-linked note design: leveraged upside to a major equity index with a hard cap and no principal protection. The $48.1 million net proceeds are immaterial to RBC’s balance sheet, so the transaction is credit-neutral. For investors, economics are typical: a 28 bp fee load (underwriting + hedge cost) pushes the initial value to 97.2% of par. Limited liquidity and sub-par theoretical value mean secondary prices are likely to trade at a discount. Risk disclosure comprehensively warns of full principal loss potential and valuation uncertainties. Overall, the filing signals no strategic shift—simply ongoing structured-product funding activity.

Portfolio Manager

TL;DR Product offers capped 19.4% upside vs unlimited downside—risk/reward skew favors issuer, not buy-and-hold investors.

From an allocation standpoint these ARNs are a tactical play on a mild Eurozone equity rally by August 2026. Investors sacrifice dividends and face 100% downside for at most ~19% upside—an unattractive asymmetric profile unless one forecasts a modest, low-volatility rise. The lack of secondary liquidity limits active management. Given the uncertain macro backdrop in Europe and RBC’s strong investment-grade status, the dominant risk is market, not credit. I view the product as non-impactful for diversified portfolios and would classify it as an alternative trade rather than a core holding.

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	UBS Financial Services Inc 1000 Harbor Blvd 3rd Floor Weehawken NJ 07086	8423	215630	57825534	06/30/2025	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	06/30/2025	Stock Option Exercise	Upbound Group, Inc.			8423	06/30/2025	N/A

* 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
Ann Davids 3626 Marble Hill Rd Frisco TX 75034	Common	05/08/2025	6193	148632

144: Remarks and Signature

Remarks

Date of Notice

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 CUSIP and size of RBC’s new Accelerated Return Notes (RY)?

The notes carry CUSIP 78017M256 and total 4,898,973 units, equivalent to $48.99 million at the $10 face value.

How much upside do investors receive on the EURO STOXX 50 with these notes?

Investors get 300% participation in positive index moves, but returns are capped at $11.942 per unit (19.42%).

What happens if the EURO STOXX 50 declines during the term?

The redemption amount falls point-for-point with the index; a 10% drop yields $9.00, and a 50% drop yields $5.00—principal is at risk.

Why is the initial estimated value ($9.72) lower than the $10 offer price?

The difference reflects RBC’s lower internal funding rate, a $0.175 underwriting discount and a $0.05 hedging charge embedded in pricing.

Are the notes insured or principal-protected by RBC or regulators?

No. They are senior unsecured obligations of RBC and are not insured by FDIC, CDIC or any government agency.

When do the notes mature and how is the Ending Value calculated?

Maturity is August 28 2026. The Ending Value equals the average closing level of the index over five calculation days between Aug 19-25 2026.