ETRACS Whitney US Critical Techs ETN SEC Filings

Owlet, Inc. (NYSE: OWLT) – Schedule 13G/A filed 8 July 2025

Kinderhook 2 LP, together with its general partner Kinderhook 2 GP LLC and co-managing members Stephen J. Clearman and Tushar Shah, reported beneficial ownership of 1,138,278 Class A common shares of Owlet, Inc. The position represents 6.89 % of the company’s 16,524,690 shares outstanding as of 31 March 2025.

All shares are held directly by Kinderhook 2 LP, with voting and dispositive power delegated to the GP. Both individual managers disclaim pecuniary interest beyond their indirect holdings. The certification language indicates the stake is passive and not intended to influence control.

Key ownership details

• Amount owned: 1,138,278 shares
• Voting power: Sole – 1,138,278; Shared – 0
• Dispositive power: Sole – 1,138,278; Shared – 0
• Filing triggered: Ownership above 5 % threshold as of 30 June 2025

No purchase price, transaction dates, or prior ownership levels are disclosed in this amendment, leaving the timing and cost basis of the position unclear. The filing merely updates the market on the size of Kinderhook’s passive stake.

UBS AG has filed a preliminary 424(b)(2) pricing supplement for “Trigger Autocallable Contingent Yield Notes” linked to Palantir Technologies Inc. (PLTR) common stock. The unsubordinated, unsecured notes are expected to price on 17 July 2025, settle on 22 July 2025 and mature on 22 January 2027 unless called earlier.

• Coupon mechanics: Investors receive a contingent coupon of 18.15% p.a. (≈ $15.125 per $1,000 note each month) only if PLTR closes ≥ the Coupon Barrier (50 % of the Initial Level) on the relevant monthly observation date.
• Autocall feature: Beginning after three months, the notes are automatically redeemed at par plus the coupon if PLTR closes ≥ the Call Threshold (100 % of Initial Level) on any observation date.
• Principal at risk: If not called and PLTR closes ≥ the Downside Threshold (50 % of Initial Level) at final valuation, principal is repaid in full. Otherwise, repayment is $1,000 × (1 + Underlying Return), exposing holders to a 1-for-1 loss below the threshold and potential total loss of capital.
• Pricing economics: Issue price is $1,000; estimated initial value is $929.50–$959.50 (≈ 4–7 % discount); underwriting discount up to $22.25 and structuring fee up to $5 reduce investor value. Net proceeds to UBS are at least $977.75 per note.
• Credit & liquidity: Payments depend on UBS’s credit. Notes will not be listed, and secondary market making is discretionary, so liquidity may be limited and prices may differ materially from theoretical values.
• Key risks highlighted: potential loss of principal, possibility of receiving few or no coupons, reinvestment risk if called, tax uncertainty, and FINMA resolution powers over UBS.

The filing is preliminary; final terms (initial level, thresholds, pricing) will be fixed on the trade date and disclosed in the final pricing supplement.

UBS AG is offering three-year Trigger Autocallable Contingent Yield Notes linked to the common stock of Constellation Energy Corporation (CEG). The $10-denominated notes pay a contingent coupon of 14.91% per annum on each quarterly coupon payment date only if CEG’s closing price on the corresponding observation date is at or above the coupon barrier, which will be set between 50% and 55% of the initial level. Beginning after six months, the notes will be automatically called if CEG closes at or above the call threshold level (100% of the initial level) on any observation date; investors would then receive par plus the due coupon and the note would terminate early.

If the notes are not called, principal repayment depends on the final share price. At maturity (July 14 2028):

• If CEG ≥ downside threshold (same 50-55% range), investors receive the $10 principal.
• If CEG < downside threshold, repayment equals $10 × (1 + underlying return), exposing the holder to the full downside of the stock; a total loss of principal is possible.

The estimated initial value is $9.332-$9.632, reflecting a 3.7-6.7% issuer premium above fair value due to underwriting discount ($0.20), hedging and issuance costs. Minimum purchase is 100 notes ($1,000). The notes are unsubordinated, unsecured debt of UBS AG, subject to its credit risk and to Swiss bail-in powers (FINMA).

Key dates: trade 11-Jul-2025; settlement 16-Jul-2025 (T+3); first potential call 14-Jan-2026. Observation dates and coupon dates occur quarterly thereafter. The notes will not be listed; secondary liquidity, if any, will be provided by UBS affiliates on a best-efforts basis and likely at prices below the issue price once the short-term market-making premium amortises.

Principal risks include market risk on CEG, loss of up to 100% of principal below the 50-55% barrier, non-payment of coupons, credit risk of UBS, limited liquidity, conflicts of interest, and uncertain U.S. tax treatment. The high coupon signals elevated expected volatility and risk.

UBS AG is offering three-year Trigger Autocallable Contingent Yield Notes linked to the common stock of Constellation Energy Corporation (CEG). The $10-denominated notes pay a contingent coupon of 14.91% per annum on each quarterly coupon payment date only if CEG’s closing price on the corresponding observation date is at or above the coupon barrier, which will be set between 50% and 55% of the initial level. Beginning after six months, the notes will be automatically called if CEG closes at or above the call threshold level (100% of the initial level) on any observation date; investors would then receive par plus the due coupon and the note would terminate early.

If the notes are not called, principal repayment depends on the final share price. At maturity (July 14 2028):

• If CEG ≥ downside threshold (same 50-55% range), investors receive the $10 principal.
• If CEG < downside threshold, repayment equals $10 × (1 + underlying return), exposing the holder to the full downside of the stock; a total loss of principal is possible.

The estimated initial value is $9.332-$9.632, reflecting a 3.7-6.7% issuer premium above fair value due to underwriting discount ($0.20), hedging and issuance costs. Minimum purchase is 100 notes ($1,000). The notes are unsubordinated, unsecured debt of UBS AG, subject to its credit risk and to Swiss bail-in powers (FINMA).

Key dates: trade 11-Jul-2025; settlement 16-Jul-2025 (T+3); first potential call 14-Jan-2026. Observation dates and coupon dates occur quarterly thereafter. The notes will not be listed; secondary liquidity, if any, will be provided by UBS affiliates on a best-efforts basis and likely at prices below the issue price once the short-term market-making premium amortises.

Principal risks include market risk on CEG, loss of up to 100% of principal below the 50-55% barrier, non-payment of coupons, credit risk of UBS, limited liquidity, conflicts of interest, and uncertain U.S. tax treatment. The high coupon signals elevated expected volatility and risk.

The Toronto-Dominion Bank (TD) is offering unsecured Digital S&P 500® Index-Linked Notes (Series H) with a tenor of roughly 48-51 months. The notes are U.S.-dollar-denominated, issued in $1,000 minimum denominations and will settle five business days after pricing. They pay no periodic interest and all value is realized at maturity.

Pay-off structure

• Upside / flat performance: If the S&P 500 Final Level on the single observation date is ≥ 80 % of the Initial Level, investors receive a fixed Threshold Settlement Amount of $1,291.80 – $1,342.40 per $1,000 note (≈ 29 %-34 % gross return).
• Downside: If the Final Level is < 80 % of the Initial Level, principal is reduced dollar-for-dollar with the index’s decline beyond –20 %. A 60 % index drop, for example, delivers only $400; a total index loss eliminates principal.

Economic considerations

• Initial estimated value: $925.80 – $955.80, 4 %-7 % below the $1,000 offering price, reflecting hedging costs, selling concessions and TD’s internal funding rate.
• The notes are senior unsecured obligations; payments depend solely on TD’s creditworthiness and are not CDIC/FDIC insured. They are specifically not bail-inable under Canadian regulations.
• No exchange listing; TD Securities (USA) LLC may act as market maker but is not obliged to do so. Any initial secondary market premium is expected to last about three months.
• Investors face complex U.S. and Canadian tax treatment; TD and holders agree to treat the notes as prepaid derivative contracts, although alternative characterisations could apply.

Key risks

• Principal at risk beyond a 20 % index decline; upside capped at the Threshold Settlement Amount—no participation in further index gains.
• Credit spread widening, TD rating changes, index volatility and illiquidity may sharply depress secondary-market prices.
• Estimated value significantly below offer price underscores embedded distribution and structuring costs.
• Potential withholding under Section 871(m) and FATCA for non-U.S. holders; uncertain future tax guidance could force current income recognition.

Investor profile: Suitable only for investors willing to sacrifice dividends, accept issuer credit risk, forego upside beyond ~30 % and assume full principal loss below the 80 % threshold in exchange for a fixed, digital payoff if the S&P 500 is flat or modestly down at maturity.

Offering overview: UBS AG London Branch is marketing capped leveraged buffered S&P 500® Index-Linked Medium-Term Notes maturing 15 Sept 2026 (≈14 months). The notes pay no coupon; investor payoff depends solely on index performance between the 8 July 2025 strike and the 11 Sept 2026 determination date.

• Upside: 150% participation in any positive index return, subject to a cap at $1,124.65 per $1,000 face (12.465% maximum gain, reached when the S&P 500 is ≥108.31% of its initial 6,225.52 level).
• Downside protection: A 10% buffer. If the index finishes between 90% and 100% of its initial level, principal is returned. Below 90%, losses accelerate at ≈1.1111% for every 1% decline, exposing holders to up to 100% loss.
• Key economics: Estimated initial value: $954-$984; underwriting discount: 1.17%; net proceeds: 98.83% of face. No listing is planned; UBS Securities LLC will act as calculation agent and may (but is not required to) make a secondary market.
• Credit & structural risks: Unsecured, unsubordinated UBS AG debt. Investors face issuer credit risk, potential FINMA bail-in, liquidity constraints, and tax uncertainty (prepaid derivative treatment; Section 871(m) exposure).
• Investor profile: Suitable only for investors who understand structured products, can absorb substantial loss, are comfortable with a capped return and limited liquidity, and are willing to hold to maturity.

Key dates: Trade 10 July 2025; issue/settlement 17 July 2025 (T+5); determination 11 Sept 2026; maturity 15 Sept 2026.

UBS AG London Branch is offering Trigger Callable Contingent Yield Notes maturing on or about 3 Aug 2028. The $1,000-denominated notes are linked to the least-performing of three equity benchmarks—the Dow Jones Industrial Average (INDU), Nasdaq-100 Technology Sector Index (NDXT) and Russell 2000 Index (RTY).

Income profile. The notes pay a contingent coupon of 9.00% p.a. (≈ 0.75% monthly). A coupon is paid only if, on the relevant monthly observation date, all three indices close at or above 60% of their initial levels (the “coupon barrier”). Miss any barrier and that month’s coupon is forfeited.

Issuer call. UBS may redeem the notes in whole, quarterly after six months. Upon call, investors receive par plus any due coupon; no further payments accrue. This embeds re-investment risk for holders if rates fall.

Principal risk. If the notes are not called and, on the final valuation date (31 Jul 2028), any index finishes below its 60% downside threshold, repayment equals $1,000 × (1 + return of the worst index). Investors therefore face up to 100% capital loss. If all indices remain at or above the threshold, par is repaid.

• Trade date: 31 Jul 2025; settlement: 5 Aug 2025
• Estimated initial value: $950.80–$980.80 (95.1%–98.1% of issue price) reflecting dealer spread and hedging costs
• Underwriting discount: $2.50 per note; marketing fee up to $5.00 possible
• Secondary market: notes will not be listed; UBS Securities LLC may provide liquidity but is not obliged to do so

Key risks.

• No guarantee of any coupons; higher coupon compensates for elevated risk
• Exposure to three indices increases barrier-breach probability—particularly given low historical correlation
• Callable structure caps upside and may lead to early redemption when coupons are most attractive
• Credit risk of UBS AG; notes are senior unsecured obligations
• Initial value below issue price implies negative carry if sold early

Investor profile. Suitable only for investors who (1) can tolerate loss of principal, (2) seek high conditional income, (3) understand equity-index and issuer credit risk, and (4) accept limited liquidity and reinvestment uncertainty.

The Toronto-Dominion Bank (TD) has filed a Rule 424(b)(2) pricing supplement for a new structured product: Callable Contingent Interest Barrier Notes linked to the worst performer among the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX) indices.

Key commercial terms

• Principal Amount: $1,000 per note; minimum investment $1,000.
• Tenor: Approximately 3 years; Issue Date 5 Aug 2025, Maturity Date 3 Aug 2028, subject to call.
• Contingent Interest: 12.70% p.a. (≈ 1.0583% monthly) paid only if, on the observation date, the closing value of each index is ≥ 80% of its initial value (the “Contingent Interest Barrier”).
• Issuer Call: TD may redeem the notes in whole on any monthly payment date starting with the third, upon 3 business days’ notice. If called, investors receive par plus any accrued contingent interest; no further payments are due.
• Protection/Barrier: At final valuation, if any index closes < 80% of its initial value, principal is reduced 1-for-1 with the worst performing index; investors can lose up to 100% of principal.
• Estimated Value: $930 – $970 per note (93-97% of par), below the $1,000 public offering price, reflecting selling concessions (0.50%), hedging and structuring costs.
• Secondary Market: No listing; TD Securities (USA) LLC may make a market but is not obligated. Liquidity and pricing are expected to be limited.
• Credit: Senior unsecured debt of TD (Series H); payments subject to TD’s credit risk. Notes are not FDIC/CDIC insured and are not bail-inable.

Risk highlights

• No guarantee of interest or principal; any index breach of the 80% barrier on an observation date cancels that coupon, and a breach at final valuation erodes principal.
• Worst-of structure creates higher probability of missed coupons and principal loss versus single-index notes.
• Issuer Call reinvestment risk: TD is more likely to redeem when coupons are being earned and rates are favorable to the issuer.
• Estimated value is 3-7% below issue price; secondary prices likely lower due to bid/ask spreads and dealer mark-ups.
• Complex U.S./Canadian tax treatment; product is not designed for non-U.S. holders.

Illustrative outcomes

• If TD calls after three months with at least one index below the barrier, total return ≈ 2.12%.
• If never called and all indices stay ≥ barriers, total return ≈ 12.7% p.a.
• If never called and worst index falls 60%, investor receives $400, a 60% loss.

Strategic context: The notes cater to yield-seeking investors willing to accept equity downside and issuer credit risk in exchange for a double-digit contingent coupon. For TD, the issuance provides low-cost senior funding (internal funding rate < market yield) and fee income to its U.S. securities subsidiary.

UBS AG is offering unsecured, unsubordinated Airbag Autocallable Contingent Yield Notes with Memory Interest due 14 July 2027. The $1,000-denominated Notes are linked to the least-performing of three U.S. equity indices: the Dow Jones Industrial Average (INDU), Nasdaq-100 Technology Sector Index (NDXT) and Russell 2000 Index (RTY).

Income potential. Investors are eligible to receive a contingent coupon of 11.60% p.a. ($29 per quarter) on any observation date—quarterly starting 9 Oct 2025—if each index closes at or above 85% of its initial level (the “coupon barrier”). Missed coupons may be recaptured later under the Memory Interest provision.

Early redemption. The Notes are automatically called if on any quarterly observation date before final valuation (9 Jul 2027) all indices close at or above 100% of their initial levels. Upon call, holders receive par plus the current and any unpaid coupons; no further payments accrue.

Principal at risk. If not called, repayment depends on index performance at maturity. Full principal is returned only if every index finishes at or above its downside threshold of 85% of the initial level. Should any index finish below that threshold, principal loss is leveraged according to:
$1,000 × [1 + 1.1765 × (Index Return + 15%)]. Thus each 1% decline beyond the 15% buffer erodes roughly 1.1765% of principal, up to a 100% loss.

Key initial terms.

• Initial levels (9 Jul 2025): INDU 44,458.30; NDXT 11,852.66; RTY 2,252.490.
• Coupon barrier / downside threshold: 85% of each initial level.
• Call threshold: 100% of each initial level.
• Estimated initial value: $946.40 – $976.40 (94.6%–97.6% of face), reflecting hedging and distribution costs.
• CUSIP 90309KDM3; ISIN US90309KDM36.

Risk highlights. Investors face full market risk of each index, leveraged downside beyond the 15% buffer, reinvestment risk if called early, liquidity constraints (no exchange listing), and credit risk of UBS AG. The product is suited only for investors who understand complex structured notes and can tolerate loss of principal.