MicroSectors™ Energy 3X Leveraged ETN SEC Filings

Allied Gaming & Entertainment Inc. (AGAE) has released an amended preliminary Schedule 14A covering its combined 2024-2025 virtual annual meeting. Six proposals will be presented: (1) election of three Class B directors, (2) election of three Class C directors, (3) 2023 say-on-pay, (4) frequency of future say-on-pay votes, and (5-6) ratification of ZH CPA, LLC as independent auditor for fiscal-years 2024 and 2025.

Proxy contest. Activist shareholder Knighted Pastures, LLC and affiliates, holding roughly 31.5 % of outstanding common stock, has notified the company of its intent to run an opposition slate of three Class B and three Class C nominees and to seek removal of sitting director Yangyang Li. AGAE’s board rejects all Knighted nominees and has sued Knighted under Section 13(d), asking the U.S. District Court (C.D. Cal.) to declare Knighted’s second notice invalid and to block the opposition slate until proper Schedule 13D filings are made. Depending on the court’s ruling, shareholders may have to re-vote on a universal proxy card that includes Knighted’s candidates.

Board recommendations. The company urges investors to vote “FOR” the six management proposals, to use only the WHITE proxy card, and to withhold on Knighted’s names if they appear. The board also recommends a triennial (three-year) frequency for future say-on-pay votes.

Litigation and cost disclosures. Management details two Chancery Court actions initiated by Knighted in 2024 (both largely moot) and the current federal suit filed by the company on June 11 2025. Estimated incremental proxy-fight expenses total approximately $ [•], including engagement of Mackenzie Partners as proxy solicitor.

Governance structure. AGAE maintains a staggered (Class A/B/C) board. Assuming the company slate is elected, Class B terms will run to 2027 and Class C to 2028. Current Chief Financial Officer Roy Anderson has been nominated to fill a Class C seat, replacing outgoing director Yuanfei Qu.

Key implications for investors:

• Potential change-in-control risk if Knighted captures four or more seats.
• Short-term uncertainty around court outcome and proxy mechanics could depress voting participation and raise administrative cost.
• Auditor continuity is expected through 2025, but material weaknesses identified in 2022-2023 internal-control reviews remain partly under remediation.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Autocallable Phoenix Medium-Term Senior Notes (Series N) linked to the common stock of Eli Lilly & Co. (LLY), maturing in July 2026.

Key economics: Each $1,000 note may pay a 3.9125% quarterly contingent coupon (≈ 15.65% annualized) whenever LLY’s closing price on an interim or final valuation date is at least 80% of the initial share price (the “coupon barrier”). Missed coupons can be caught up if a later valuation date meets the barrier. If on any interim valuation date LLY closes at or above the initial price, the note is automatically redeemed for $1,000 plus the current coupon. Absent early redemption, maturity payment equals: (i) $1,000 + coupon if the final price is ≥ 80% of initial; or (ii) $1,000 + $1,000 × 1.25 × (share return + 20%) if the final price is below 80%. Investors therefore absorb losses beyond a 20% buffer with 1.25× leverage and could lose their entire principal.

Structural details: Pricing and issue dates are expected 3 & 9 July 2025, respectively; interim valuation dates fall in Oct-25, Jan-26 and Apr-26; CUSIP 17333LGE9. Notes are unsecured, unsubordinated and unlisted; liquidity will rely solely on dealer willingness. Estimated value on pricing date is projected at ≥ $936.50, below the $1,000 issue price, reflecting dealer margins and hedge costs. CGMI earns a $10 underwriting fee per note (waived for fiduciary accounts); J.P. Morgan entities act as placement agents.

Principal risks: investors face (1) credit risk of Citigroup entities; (2) possible loss of some or all principal if LLY falls > 20% at final valuation; (3) non-payment of coupons if barriers are breached; (4) early redemption risk limiting upside and reinvestment options; (5) limited or no secondary market; (6) tax uncertainty, including potential 30% withholding for non-U.S. holders. The product affords no participation in LLY dividends or upside beyond coupon receipts.

Bank of Montreal (BMO) is offering US$600,000 of Senior Medium-Term Notes, Series K – “Buffer Notes” – that mature on December 26, 2025 and are linked to the common stock of Tesla, Inc. (TSLA). The notes pay a fixed coupon of 9.70 % per semi-annual period (approximately 19.40 % per annum), with the single coupon scheduled to be paid at maturity. In exchange for this elevated yield, investors forgo any upside participation in TSLA and are exposed to significant downside risk.

Principal repayment is conditional. If, on the Valuation Date (December 22 2025), TSLA’s closing price is below the 20 % Buffer Level (80 % of the Initial Level of $278.94), a “Trigger Event” occurs. In that case, investors will receive either a Physical Delivery Amount of TSLA shares or, at BMO’s election, a Cash Delivery Amount. The payout is levered to downside at 1.25 % per 1 % decline beyond the buffer; a maximum loss of 80 % of principal is possible. If TSLA remains at or above the Buffer Level, investors receive full principal plus the coupon.

Key structural details

• Initial Level: $278.94 TSLA close on June 23 2025
• Buffer Level: $278.94 × 80 % = $222. (rounded)
• Downside Leverage Factor: 125 %
• Denomination: $1,000; CUSIP 06369N3P4
• Issue / Settlement: June 26 2025; Maturity: December 26 2025 (≈6-month tenor)
• Price to public: 100 %; Agent’s commission: 0.75 %
• Estimated initial value: $985.50 per $1,000 (1.45 % issuance premium)
• Not exchange-listed; secondary liquidity solely through dealer market-making
• All payments subject to Bank of Montreal credit risk

Risk profile. The supplement lists numerous risks, notably: potential loss of up to 80 % of principal, lack of upside, single-stock volatility, illiquidity, uncertain tax treatment and conflicts arising from BMO’s hedging and calculation-agent roles.

Bank of Montreal (BMO) is offering US$999,000 of Senior Medium-Term Notes, Series K, Autocallable Barrier Notes with Contingent Coupons due June 30 2028. The notes are linked to the worst performer between Delta Air Lines, Inc. (DAL) and lululemon athletica inc. (LULU).

• Contingent Coupon: 1.6375% monthly (≈19.65% p.a.) paid only if both stocks close on or above their Coupon Barrier (70% of initial level) on each monthly Observation Date.
• Automatic Redemption: From Sep 25 2025, if both stocks close above their Call Level (85% of initial level) on any Observation Date, the notes are redeemed early at par plus the applicable coupon.
• Principal Risk: If not called and any stock closes below its Trigger Level (70% of initial) on the Valuation Date (Jun 27 2028), investors lose 1% of principal for every 1% decline in the worst-performing stock; loss can reach 100%.
• Unsecured & Unlisted: Payments depend on BMO’s credit; the notes will not trade on an exchange, limiting liquidity.
• Issue Economics: Estimated initial value is $961.01 per $1,000 (≈3.9% discount to par); agent’s commission 2.75%.
• Denominations: $1,000 and multiples thereof; settlement Jun 30 2025; maturity Jun 30 2028.

These structured notes suit investors seeking high contingent income and willing to assume equity downside, early-call reinvestment, credit, and liquidity risks.

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.

Bank of Montreal (BMO) is marketing Senior Medium-Term Notes, Series K — Callable Barrier Notes with Contingent Coupons due 31 July 2028. The $1,000-denominated notes are linked to the least-performing of the S&P 500, NASDAQ-100 and Russell 2000 indices.

The notes pay a monthly contingent coupon of 0.625 % (≈7.50 % p.a.) when the closing level of each index on an observation date is at least 70 % of its initial level (the Coupon Barrier). If any index closes below that barrier, no coupon is paid for that month.

Starting 27 January 2026, BMO may call the notes in whole on any observation date, returning par plus any due coupon. If the notes remain outstanding to maturity, the principal repayment depends on index performance. Should the final level of any index be below 70 % of its initial level (a “Trigger Event”), investors lose 1 % of principal for every 1 % decline in the worst-performing index; repayment could be zero. If no Trigger Event occurs, holders receive full principal plus any final coupon.

Key economic terms include: estimated initial value of $955.10 per $1,000 (4.5 % below issue price), CUSIP 06376ENN8, unlisted status, and exposure to BMO’s senior unsecured credit risk. The securities are not FDIC or CDIC insured.

• Pricing Date: 28 Jul 2025 | Settlement: 31 Jul 2025
• Observation Dates: monthly, three trading days before each payment date
• Valuation Date: 26 Jul 2028 | Maturity: 31 Jul 2028
• Coupon Barrier & Trigger Level: 70 % of initial index levels

Bank of Montreal (BMO) is offering unsecured, senior medium-term Market Linked Securities tied to the S&P 500 Index (SPX), maturing February 5, 2030. Each $1,000 note provides 150% leveraged upside, capped at a minimum 51.60% total return (≥ $1,516 maturity payment). The downside is contingently protected only to a 25% decline; if the SPX falls more than 25% from the starting value, investors are fully exposed to further losses and could lose all principal. The notes pay no coupons or dividends and are designed to be held to maturity with no secondary listing.

Key terms:

• Face amount: $1,000 per note; denominations of $1,000.
• Pricing date: July 31, 2025; issue date: August 5, 2025.
• Upside participation rate: 150%.
• Maximum return: ≥ 51.60% of face (exact level set on pricing date).
• Threshold value: 75% of the starting value (25% buffer).
• Estimated initial value: $956.60 (no less than $910) per note, reflecting fees and hedging costs.
• Agent discount: up to $33.25 per note to Wells Fargo Securities; additional dealer concessions up to $2.00.
• Credit risk: all payments depend on BMO’s ability to pay; the securities are not FDIC-, CDIC-, or government-insured.

The notes suit investors with a moderately bullish view on the S&P 500 over the 4.5-year term, willing to forgo dividends and accept both issuer credit risk and uncapped downside below the 25% buffer in exchange for enhanced—but capped—upside.

Federal Signal Corp. (FSS) – Form 4 filing (06/30/2025)

Director Katrina L. Helmkamp reported an acquisition of 131 common shares on 06/27/2025 (Transaction Code A). The form lists a transaction price of $0.00, implying the shares were received through a non-cash award (e.g., director equity grant). Following the transaction, Helmkamp’s direct holdings increased to 4,326 shares. No derivative security activity was reported.

The filing represents a routine, immaterial change in individual ownership and does not disclose any broader corporate events, financial results, or derivative transactions.