ETRACS Whitney US Critical Techs ETN SEC Filings

UBS AG is marketing two-year Trigger Callable Contingent Yield Notes that are linked to the worst performer among the Nasdaq-100, Russell 2000 and S&P 500 indices. The notes are unsecured senior obligations of UBS and therefore subject to the bank’s credit risk.

Key economic terms

• Principal: $1,000 per note
• Term: about 2 years, trade 16 Jul 2025, mature 21 Jul 2027
• Contingent coupon: 10.50 % p.a. (monthly $8.75) paid only if the closing level of each index is ≥ 70 % of its initial level (the “coupon barrier”) on the related observation date
• Issuer call: UBS may redeem the notes in whole on any monthly observation date starting after three months; redemption price equals $1,000 plus any due coupon
• Principal repayment: if not called and every index closes ≥ 70 % of its initial level on the final valuation date, investors receive par; otherwise repayment equals $1,000 × (1 + worst index return), exposing holders to full downside below the 70 % threshold
• Estimated initial value: $944.40 – $974.40 (94.4 %–97.4 % of face), reflecting structuring fees and dealer margin
• Issue price / proceeds: $1,000 price to public; $6.50 underwriting discount; proceeds to UBS $993.50

Risk highlights

• Loss of principal: if any index is < 70 % of its initial level at maturity and the notes have not been called, repayment declines one-for-one with the worst index; investors could lose all capital.
• Coupon uncertainty: no coupon is paid for any month in which a single index breaches its barrier.
• Issuer discretion: early call caps total return and creates reinvestment risk; UBS is more likely to call when coupons are expensive to it (i.e., when markets are flat or rising).
• Credit & resolution risk: payments depend on UBS; Swiss FINMA resolution powers could impose write-down or conversion on senior debt.
• Liquidity: no exchange listing; secondary market, if any, will be dealer-driven and may be at material discounts, especially after the temporary market-making premium expires.

Investor profile: suitable only for investors who (i) can tolerate loss of principal, (ii) need high current income and are willing to forgo index upside, (iii) accept issuer call and weak liquidity, and (iv) understand multi-index correlation risk.

UBS AG is offering unsubordinated, unsecured Trigger Callable Contingent Yield Notes due 21 October 2027, linked to the Russell 2000 Index (RTY) and the S&P 500 Index (SPX). Each US$1,000 note pays a contingent coupon of 7.90% p.a. (US$19.75 per quarter) only if, on any quarterly observation date, the closing level of each index is at or above its coupon barrier (60 % of its initial level). If the requirement is not met, the coupon for that quarter is forfeited.

UBS may, at its sole discretion, call the notes in whole (not in part) on any observation date beginning nine months after issuance. Holders then receive the principal plus any due coupon on the related call-settlement date and the notes terminate.

If the notes are not called, the final payment at maturity depends on index performance: (i) if the final level of each index ≥ downside threshold (also 60 % of initial level), investors receive the full principal; (ii) if the final level of any index < downside threshold, repayment equals principal multiplied by (1 + least-performing index return), exposing investors to a dollar-for-dollar loss below the threshold and potentially a total loss of principal.

Key dates include Trade Date 16 July 2025, Settlement 21 July 2025 (T+3), quarterly observations, Final Valuation 18 October 2027, and Maturity 21 October 2027. Estimated initial value is expected between US$950.50 – US$980.50, below the issue price, reflecting dealer compensation (US$2.50 per note), hedging, and funding costs.

Principal risks highlight potential loss of principal, non-payment of coupons, reinvestment risk if called, liquidity limitations (no exchange listing), credit risk of UBS AG, market risk of each individual index, and Swiss resolution-authority powers that could impose write-downs in a UBS restructuring.

The product suits investors who understand structured-note risk, can tolerate loss of capital, and seek enhanced conditional income linked to U.S. equity indices. It is unsuitable for investors needing principal protection, guaranteed income, or broad market upside participation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal, a July 16 2025 pricing date, July 21 2025 issue date and will mature on July 21 2031 unless automatically redeemed earlier.

Automatic Early Redemption: On any of 21 quarterly valuation dates, if the underlying’s closing value is at or above the initial value, the notes are redeemed for $1,000 plus a preset premium starting at 25% (July 2026) and escalating to 150% (July 2031). After redemption, investors forgo further payments.

Payment at Maturity (if not called):

• Underlying ≥ initial value: $1,000 + applicable final premium.
• Underlying < initial but ≥ 60% of initial (final barrier): return of principal only.
• Underlying < 60% of initial: loss of 1% principal for each 1% decline (down to zero).

Pricing & Fees: Issue price is $1,000; underwriting fee up to $42.50 (4.25%); minimum proceeds to issuer $957.50. CGMI estimates the initial fair value at ≥ $852.50, reflecting structuring and hedging costs. Securities are unsecured, unsubordinated obligations subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. and will not be listed on any exchange, limiting liquidity.

Key Risks: Investors face full downside below the 60% barrier, no interest income, capped upside via fixed premiums, potential early redemption reinvestment risk, and exposure to a highly leveraged, decrement-adjusted index expected to underperform the S&P 500 Index. The underlying’s 40% volatility target can impose up to 500% leverage, and a 6% annual decrement drags returns.

Photronics Inc. (PLAB) – Form 4 Insider Filing

CEO George Macricostas reported the grant of 109,830 restricted stock units (RSUs) on 07/09/2025 under the company’s 2025 equity incentive compensation plan. The RSUs carry no cash cost to the executive (reported price $0) and will vest in four equal annual installments of 25% each on May 28 of 2026, 2027, 2028 and 2029. Following this award, Macricostas’ direct ownership stands at 277,830 common shares. No derivative securities were reported in Table II and no dispositions occurred.

The filing is a standard compensation-related grant designed to incentivize and retain the CEO over a multi-year horizon; it does not reflect an open-market purchase or sale.

Form Type: Form 4 – Statement of Changes in Beneficial Ownership

Radius Recycling, Inc. (RDUS) VP & Chief Accounting Officer Erika K. Kelley reported the disposition of all 4,016 Class A common shares/RSUs on 07/10/2025. The event coincides with the closing of the previously announced merger in which TAI Merger Corporation combined with Radius Recycling, making the issuer a wholly owned subsidiary of Toyota Tsusho America, Inc.

Merger payout terms

• Each Class A and Class B share converted into the right to receive $30.00 in cash, without interest and less applicable withholding.
• All outstanding Company RSU Awards vested immediately at the effective time and were cashed out on the same $30-per-share basis, accounting for Ms. Kelley’s 4,016 units.
• Following settlement, the reporting officer now holds 0 shares of Radius Recycling.
• The filing confirms that RDUS common stock will no longer trade publicly as the company is now a private, wholly owned subsidiary.

This Form 4 does not reflect a discretionary sale by the insider but rather the mandatory conversion of equity in connection with the merger, providing cash liquidity to former shareholders.

Sempra (SRE) – SEC Form 3 insider filing

Executive Vice President Caroline A. Winn has filed her initial statement of beneficial ownership dated 07 July 2025. The filing discloses:

• Common stock (direct): 44,315.94 shares
• Common stock (indirect): 10,990.93 shares held through the company 401(k) plan as of 09 July 2025
• Derivative position: 663.4 phantom shares under Sempra’s deferred-compensation plan, convertible 1-for-1 to common shares and payable in cash

The Form 3 does not represent a new purchase or sale; it simply establishes Ms. Winn’s Section 16 reporting status and confirms her existing equity alignment with shareholders. No valuation, exercise price changes, or expiration concerns are noted, and the phantom shares are immediately exercisable with no set expiration date.

Form 4 filing overview: On 07/09/2025, Dare Bioscience, Inc. (DARE) reported that director William H. Rastetter received a new stock option grant for 4,500 shares of common stock at an exercise price of $2.44 per share. The option vests in full on the earlier of (i) one year from the grant date or (ii) immediately prior to the company’s next annual meeting, provided the director remains in service, and becomes fully exercisable upon a change-in-control event. The option has a 10-year term expiring on 07/09/2035 and is held directly by the director.

No shares were sold or otherwise disposed of, and the transaction represents a standard equity incentive intended to align board member interests with those of shareholders. Given the small size of the award and its routine nature, the filing does not signal any material change in ownership structure or future corporate strategy.

Dare Bioscience, Inc. (DARE) filed a Form 4 disclosing the grant of 4,500 non-qualified stock options to independent director Jessica D. Grossman on 07/09/2025. The options carry an exercise price of $2.44 per share and expire on 07/09/2035.

Vesting terms: The award vests in full on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the company’s first annual shareholder meeting following the grant. Full acceleration occurs upon a change in control, provided the director remains on the board.

Post-grant holdings: Following this transaction, Dr. Grossman beneficially owns 4,500 derivative securities (stock options) and no change was reported for common shares in Table I, indicating the grant is additive rather than a sale.

Governance context: Routine equity compensation for directors aligns incentives with shareholder interests but results in a modest potential dilution of approximately 0.01% of outstanding shares, assuming ~45 million shares outstanding (company total not provided in filing). No cash was exchanged and there is no immediate earnings impact.

UBS AG is offering $1.825 million of Trigger Autocallable Contingent Yield Notes linked to the common stock of Amgen Inc. (AMGN). The three-year notes are unsubordinated, unsecured debt obligations of UBS AG (London branch) and settle on 14 July 2025, with final maturity on 14 July 2028, unless automatically called earlier.

Key commercial terms

• Issue price: $10.00 per note (minimum purchase 100 notes).
• Estimated initial value: $9.65 per note (reflects underwriting discount, hedging & funding costs).
• Underlying: Amgen common stock – initial level $300.37.
• Contingent coupon: 8.00% p.a. ($0.20 quarterly) paid only if AMGN closes ≥ coupon barrier on a given observation date.
• Coupon barrier & downside threshold: $186.23 (62% of initial level).
• Automatic call: Quarterly, first possible on 14 Jan 2026; triggered if AMGN closes ≥ initial level on any observation date. Holder then receives principal plus latest coupon and the note terminates.
• Principal repayment: • 100% at maturity if not previously called and AMGN ≥ downside threshold. • Otherwise, cash redemption = $10 × (1 + underlying return), exposing investor to full downside below the threshold, up to 100% loss.

Risk highlights

• No guaranteed coupons; investors may receive few or none.
• Market risk mirrors downside of AMGN once the 38% buffer is pierced.
• Credit risk of UBS AG; notes are not FDIC-insured.
• Limited liquidity: unlisted, secondary market making at UBS discretion only.
• Conflict-of-interest and pricing considerations: issue price exceeds model value; early secondary quotes may temporarily include a premium that amortises within three months.

Timeline

• Trade date: 10 Jul 2025
• Settlement: 14 Jul 2025 (T+2)
• 12 scheduled quarterly observation dates; final valuation 12 Jul 2028

Illustrative outcomes

• Best case: first call (≈6 months) delivers $10.20 total, a 4.0% absolute return in half a year.
• Hold to maturity with AMGN ≥ threshold: receive principal plus any final coupon (maximum compounded return ≈8% p.a. if all coupons are paid and never called).
• AMGN at 41% below initial at maturity (example): redemption $5.89, plus $0.20 prior coupon = 39% loss.

The structure suits investors comfortable with single-stock exposure, contingent income and potential early redemption, who can withstand significant capital loss and the credit risk of UBS.