ETRACS Whitney US Critical Techs ETN SEC Filings

Morgan Stanley Finance LLC (Series A GMTN Program) is issuing $3.254 million of Buffered Jump Securities with an Auto-Callable Feature maturing 22 March 2028. The unsecured notes are fully and unconditionally guaranteed by Morgan Stanley and are linked to the worst-performing of two sector ETFs: the VanEck Gold Miners ETF (GDX) and the SPDR S&P Metals & Mining ETF (XME).

Key economics

• Issue price: $1,000; estimated value on the pricing date: $957.30 (≈4.3% issuer discount).
• Sales commission: $32.50 per security (3.25%).
• Aggregate principal issued: $3.254 million.
• No periodic coupons; investors rely solely on redemption features.

Auto-call profile

• First observation: 17 Dec 2025; thereafter monthly until Feb 2028 (27 observation dates).
• If on any observation (other than final) both ETFs close ≥85% of their initial levels (“call threshold”), the notes are automatically redeemed at a price that compounds to ≈8.25% simple annualised return (e.g., $1,041.25 at observation #1 rising to $1,220.00 at observation #27).
• Once called, no further payments are made.

Payment at maturity (if not called)

• If the final level of each ETF ≥ 85% of its initial level (the 15% buffer), investors receive a fixed $1,226.875 (≈22.7% total return, identical to the final auto-call payout).
• If either ETF ends below its buffer, repayment = $1,000 × (worst-performer performance factor + 15%). Loss is therefore 1-for-1 beyond the 15% buffer, subject to a minimum $150 (15% of principal).

Risk / structural considerations

• Principal at risk; no participation above the fixed payouts.
• “Worst-of” design materially increases downside probability versus single-underlier structures.
• Credit exposure to Morgan Stanley; MSFL is a finance subsidiary with no independent operations.
• Liquidity risk: the notes will not be listed; secondary market making is discretionary by MS & Co.
• Estimated value is below issue price due to embedded fees, hedging and an internal funding rate advantageous to the issuer.

Suitable only for investors comfortable with (1) sector-concentrated equity risk in metals & mining and precious-metal miners, (2) limited upside, (3) potential loss of principal beyond 15%, and (4) unsecured exposure to Morgan Stanley’s credit.

UBS AG is offering three-year Trigger Autocallable Notes (unsubordinated, unsecured debt) linked to the worst performer among the Dow Jones Industrial Average®, the Nasdaq-100® Technology Sector IndexSM and the Energy Select Sector SPDR® Fund (XLE). The notes pay no coupons but can be automatically called on any of five semi-annual observation dates, beginning July 13 2026 and ending on the final valuation date, if each underlying closes at or above 90 % of its initial level (the “call threshold”).

• Call return rate: 13.85 % per annum, producing call prices from 113.85 % to 141.55 % of principal depending on when the call occurs.
• Downside protection: Conditional only. If the notes are not called and every underlying finishes at or above 70 % of its initial level (the “downside threshold”), principal is repaid at par. Otherwise, investors are fully exposed to the decline of the worst performing underlying, with a potential 100 % loss of principal.
• Key dates: Trade 8 Jul 2025; settle 11 Jul 2025 (T+3); maturity 13 Jul 2028.
• Issue price: 100 % of face; estimated initial value 94.29 – 97.29 % (reflecting dealer discounts of up to USD 9.50 per note and UBS’ internal funding rate).
• Credit risk: Payments depend solely on UBS AG; the notes are not FDIC-insured and rank pari passu with other senior unsecured UBS debt.
• Liquidity: No exchange listing; secondary market making is discretionary by UBS Securities LLC and may reflect a bid-ask spread and a declining market-making premium.

Investment thesis: The product targets investors who expect all three reference assets to hold above the 90 % call threshold on at least one observation date and do not anticipate a drawdown beyond -30 % on the worst asset by maturity. The 13.85 % annual call yield is attractive relative to traditional fixed-income, but investors face: (1) limited upside capped at the call price, (2) significant downside below the 70 % barrier, (3) concentration risk because only the weakest asset matters, and (4) UBS credit exposure including potential Swiss bail-in measures. The note therefore suits tactical, yield-seeking investors comfortable with equity-style risk and illiquidity, and who can independently assess UBS’ credit profile.

JPMorgan Chase & Co. is offering $6.3 million of unsecured, unsubordinated Callable Fixed-Rate Notes due 22 June 2035. The notes pay a fixed 5.60% annual coupon, calculated on a 30/360 basis and paid in arrears every 23 June from 2026 through 2034 and at maturity, subject to earlier redemption.

Issuer call option: Beginning 23 June 2027 and every 23 June/23 December thereafter until 23 December 2034, the issuer may redeem the notes in whole at par plus accrued interest, with at least five business days’ notice to DTC. If called, investors face reinvestment risk and lose future coupons.

Structure & settlement: Minimum denomination is $1,000. Issue price is 100% of par; investors pay $1,000 and receive net proceeds of $997 after a $3.00 selling concession. Original Issue Date is 23 June 2025; Business Day Convention is Following; Interest Accrual Convention is Unadjusted; CUSIP 48130CU37.

Risk highlights:

• Credit risk – payments depend on JPMorgan’s ability to meet obligations; the notes constitute TLAC-eligible debt and may absorb losses in a resolution.
• Call risk – early redemption reduces total yield if rates decline or do not rise materially.
• Duration risk – 10-year tenor makes market value sensitive to rate changes.
• Liquidity risk – no exchange listing; secondary market, if any, is expected to be limited and dealer-driven.

Proceeds will be used for general corporate purposes. The SEC has neither approved nor disapproved the offering.

On 06/30/2025, American Electric Power Co. (AEP) director Margaret M. McCarthy filed a Form 4 reporting the acquisition of 409.59 phantom stock units at an indicative price of $103.76 each under the AEP Stock Unit Accumulation Plan for Non-Employee Directors. Phantom stock units mirror AEP share value and are delivered in cash or shares after board service ends, so no cash was exchanged at the time of grant. Following the award, McCarthy's direct holding in the plan totals 2,196.4 phantom units. No open-market purchase, sale, or change in non-derivative share ownership was reported, indicating a routine director compensation transaction with limited market significance.

Southern Company (SO) – Form 4 insider filing dated 07/02/2025

Director Shantella E. Cooper reported the routine crediting of 785.4821 Deferred Stock Units (DSUs) on 07/01/2025 under the company’s Deferred Compensation Plan. The DSUs carry an exercise price of $0 because they represent phantom stock that converts into common shares only upon termination of service; therefore, no cash was exchanged and no market transaction occurred.

Following the credit, Cooper’s holdings stand at 19,901 directly-owned common shares and 29,383.6952 DSUs. The filing shows the acquisition code “A,” indicating an automatic, non-open-market grant. The reference price of $92.30 appears only for valuation disclosure and does not represent a purchase price.

Because the award is part of standard director compensation and involves fewer than 1,000 equivalent shares—immaterial relative to Southern Company’s ~1.1 billion shares outstanding—the filing is unlikely to affect the share price or alter the firm’s governance structure. No sales, option exercises, or other derivative transactions were disclosed.

UBS AG is offering Trigger Callable Contingent Yield Notes that expose investors to the least-performing of three major U.S. equity indices—the Nasdaq-100, Russell 2000 and S&P 500—over an expected three-year term (trade date 16 Jul 2025, maturity 20 Jul 2028). The $1,000-denominated Notes pay a fixed contingent coupon of 10.65% p.a. (monthly installments of $8.875) only if, on the relevant observation date, the closing level of each index is ≥ 75% of its initial level (the “coupon barrier”).
• Issuer call: UBS may redeem the Notes in whole on any monthly observation date beginning three months after issuance; investors then receive par plus the applicable coupon.
• Principal protection is conditional. If the Notes are not called and the final level of every index is ≥ 70% of its initial level (the “downside threshold”), investors receive full principal. If any index finishes < 70% of its initial level, repayment is reduced dollar-for-dollar with the worst-performing index and could be zero.
• Key economic terms (to be fixed on trade date):

• Initial levels: closing levels on 16 Jul 2025
• Coupon barrier: 75% of each initial level
• Downside threshold: 70% of each initial level
• Estimated initial value: $936.10 – $966.10 (reflects underwriting discount up to $9 and internal funding spread)

Risk highlights: Investors may receive no coupons, face full downside exposure below the 70% threshold, and are subject to UBS credit risk and limited liquidity (no exchange listing; secondary market making is discretionary). A higher coupon rate signals elevated expected volatility in the reference indices. Because UBS can call when market conditions favor it, investors may experience reinvestment risk if coupons stop early.
Fees & distribution: Issue price $1,000; UBS Securities LLC receives up to $9 per Note in underwriting compensation and may pay equivalent structuring fees to third-party dealers.
The preliminary supplement stresses that these Notes are intended only for investors who fully understand equity-linked, callable, contingent-coupon structures and can tolerate losing a significant—or all—portion of capital.

Flora Growth Corp. (NASDAQ: FLGC) – Form 4 insider transaction

Director Harold Wolkin reported a single set of transactions dated 30 June 2025 involving his previously granted 30,000 Stock Appreciation Rights (SARs). The filing shows a two-step modification approved by shareholders:

• Disposition (Code D): Cancellation of the original 30,000 SARs carrying a $1.30 exercise price.
• Acquisition (Code A): Issuance of an equal number of replacement SARs at a reduced exercise price of $0.58, maintaining the same 12 Dec 2034 expiration date.

The amendment effectively reprices the award to a level more in line with Flora Growth’s current market valuation, enhancing the economic value of the director’s incentive without changing the underlying share count. Following the adjustment, Mr. Wolkin continues to hold 30,000 SARs; no common shares were bought or sold, and no change occurred in his direct equity ownership.

Investor takeaways

• The repricing is shareholder-approved, indicating formal governance compliance.
• Total potential dilution is unchanged (still 30,000 shares), but the lower strike increases the likelihood that the award will be exercised, marginally raising dilution risk if the stock price recovers.
• The disclosure is routine and does not affect current revenue, earnings, or cash flow figures.

UBS AG is offering Trigger Callable Contingent Yield Notes linked to Palantir Technologies Inc. (PLTR) common stock, maturing on or about 14 Jan 2027. The notes are unsecured senior obligations of UBS AG London Branch with approximately 18-month tenor and monthly observation dates. Investors receive a contingent coupon of 20.95% p.a. (≈ 1.746% monthly, $17.4583 per $1,000) only when Palantir’s closing price is at or above the Coupon Barrier (50 % of the Initial Level). If UBS exercises its issuer call (permitted on any observation date after three months), holders are repaid par plus the scheduled coupon and the trade terminates early.

At maturity, if the notes are not called:

• Principal is repaid in full if Palantir’s final level is ≥ the Downside Threshold (also 50 % of Initial Level).
• Full downside exposure applies below the threshold: investors lose 1 % of principal for every 1 % decline in PLTR below the Initial Level, potentially losing all capital.

The indicative estimated initial value is $935.40 – $965.40, meaning a 3.5 %-6.5 % issuance premium over economic value, largely reflecting an underwriting discount of up to $22.25 and structuring/hedging costs. UBS Securities LLC will act as dealer and market-maker but the notes will not be listed, implying limited secondary liquidity. Credit exposure is entirely to UBS AG; Swiss regulator FINMA has statutory bail-in powers that could write off or convert the notes if UBS becomes non-viable.

Key dates: Trade 11 Jul 2025, Settle 16 Jul 2025 (T+3); monthly observations start 11 Aug 2025; final valuation 11 Jan 2027; maturity/payment 14 Jan 2027. The first possible call settlement date is 16 Oct 2025.

Material risks include: loss of principal below the 50 % threshold; coupon cancellation when PLTR is below the barrier; reinvestment risk if called; valuation discounts in any sale; complex U.S. tax treatment; and potential conflicts as UBS both structures and may hedge the product. Higher coupon compensates for elevated volatility of PLTR and the short downside buffer. The notes may suit investors seeking high, but uncertain, income, willing to accept equity-like risk, illiquidity, and UBS credit risk.

UBS AG is offering unsubordinated, unsecured Trigger Callable Contingent Yield Notes maturing on or about 13 July 2027. The notes are linked to the worst performer among three underlying assets: the Nasdaq-100 Index® (NDX), the Russell 2000® Index (RTY) and the Real Estate Select Sector SPDR® Fund (XLRE).

• Contingent coupon: fixed 9.50% p.a. (≈ 0.79167% monthly) paid only if, on each monthly observation date, the closing level of every underlying is ≥ 75% of its initial level (the “coupon barrier”).
• Issuer call: UBS may redeem the notes in whole on any observation date beginning six months after issuance. If called, investors receive par plus the due coupon; no further payments accrue.
• Maturity payoff: • If not called and each final level is ≥ 60% of its initial level (the “downside threshold”), investors receive par. • If any final level is < 60%, repayment = par × (1 + worst underlying return), creating uncapped downside to a total loss of principal.
• Key dates (expected): trade 8 Jul 2025, settle 11 Jul 2025 (T+3), monthly observations through final valuation 8 Jul 2027.
• Issue economics: issue price = $1,000; underwriting discount up to $8.50; estimated initial value 93.61%–96.61% of par, reflecting internal funding and hedging costs.
• Liquidity & listing: the notes will not be listed on any exchange; UBS Securities LLC intends (but is not obliged) to make a secondary market.
• Credit exposure: all payments are subject to UBS AG’s credit risk; the Swiss regulator (FINMA) resolution regime could impose write-down or conversion of the notes in stress.

Investor profile: suitable only for investors who understand structured products, can tolerate potential loss of principal, are comfortable with monthly performance triggers, and accept early-call and limited secondary-market liquidity.