ETRACS Whitney US Critical Techs ETN SEC Filings

Classover Holdings, Inc. (KIDZW) has called a virtual special meeting for July 18, 2025 to seek stockholder approval for two pivotal capital-structure actions.

Proposal 1 – “Nasdaq Proposal”: authorizes the issuance of Class B common stock above the 19.99% threshold required by Nasdaq rules in connection with (i) a $400 million Equity Purchase Facility Agreement (EPFA) with Solana Strategic Holdings LLC and (ii) up to $500 million of senior secured convertible notes under a May 30, 2025 Securities Purchase Agreement. Both agreements allow issuance below the Nasdaq “Minimum Price” and could trigger a change of control, hence the need for shareholder consent.

Proposal 2 – “Authorized Share Proposal”: amends the certificate of incorporation to raise authorized Class B shares from 450 million to 2 billion. The board says the additional capacity will (1) cover all shares issuable under the EPFA and note conversions and (2) support future financing, equity compensation and strategic M&A.

Voting dynamics: CEO & Chair Hui Luo owns all 6.54 million Class A shares (25 votes each) plus 522.8 k Class B shares, giving management roughly 91% of total voting power. A Voting Agreement obligates Luo to vote “FOR” both items, effectively guaranteeing passage.

Capital & structural implications:

• The EPFA allows discounted share sales at 95% of the lowest VWAP over the prior three trading days, incentivising rapid resale by the investor.
• The notes are senior, secured by all company assets (including crypto holdings) and prohibit cash dividends while outstanding.
• If approved, common shareholders face potentially massive dilution and a decline in per-share voting and economic interests.

Strategic rationale & risks: Proceeds back a “Solana-centric” digital-asset treasury strategy that includes buying, staking and validator operations. The proxy enumerates extensive risks: crypto price volatility, potential classification of SOL as a security, 1940 Act “investment company” issues, custody & cyber-security exposure, restrictive debt covenants and dilution. Failure to obtain approval would cap issuances at 19.99%, limit access to capital, and force repeated shareholder meetings.

Board recommendation: vote FOR both proposals.

Toronto-Dominion Bank (TD) is offering US$10.6 million of senior unsecured Capped Notes with an Absolute Return Buffer linked to the Russell 2000® Index (RTY). The notes price on 26 June 2025, settle on 3 July 2025 and mature on 28 August 2026, giving a term of roughly 14 months.

Key economic terms

• Principal: $10.00 per unit; 1,059,816 units issued.
• Upside: 1-to-1 participation in RTY gains, capped at the Capped Value of $11.20 (+12.0%).
• Downside / buffer: If RTY ends between 90.30% and 100% of the Starting Value (2,172.108), investors receive a positive return equal to the absolute decline (max +9.70%). Below the 90.30% Threshold Value (1,961.414) investors incur 1-for-1 loss beyond the buffer, exposing up to 90.30% of principal.
• No interim coupons or principal protection; payment occurs only at maturity and is subject to TD’s credit risk.
• Initial estimated value: $9.718 (97.18% of face) reflecting a $0.05 hedging-related charge and TD’s internal funding rate.
• Fees: underwriting discount $0.175 per unit (1.75% of face) plus the $0.05 hedging charge.
• Secondary market: no listing, limited liquidity; TD, BofA Securities (BofAS) and MLPF&S are not obligated to make a market.

Risk highlights

• Credit risk: payments depend on TD’s ability to pay.
• Market risk: up to 90.30% loss if RTY falls sharply; upside is limited to 12% even if RTY gains exceed that level.
• Valuation risk: initial value below offer price; secondary prices likely below $10.00.
• Liquidity risk: investors may be unable to exit before maturity or may face significant discounts.
• Tax uncertainty: notes treated as prepaid derivatives; alternative IRS views could alter tax outcomes.

Investor profile

• Moderately bullish or moderately bearish investors expecting RTY performance between -9.70% and +12.0% over 14 months.
• Willing to forego dividends, interim interest and accept TD credit exposure.

Strategic context: The small $10.6 million issuance is immaterial to TD’s funding profile, but the product broadens TD’s U.S. structured-note shelf and generates fee income. For investors, the appeal lies in the short duration and defined risk/return trade-off versus outright RTY exposure, though the capped upside, modest buffer and credit risk limit its attractiveness relative to other hedged equity strategies.

Leggett & Platt (LEG) filed a Form 4 disclosing that Executive Vice-President and President of the Specialized Products and Furniture, Flooring & Textile segment, Robert S. Smith Jr., acquired common stock on June 27 2025.

The filing lists two open-market purchases totaling 338.6914 shares: 120.3968 shares at $7.8625 and 218.2946 shares at $7.40. Following the transactions, Smith’s direct beneficial ownership rose to 97,505.9266 shares. No derivative security activity or dispositions were reported, and the transactions were effected directly rather than through an indirect vehicle.

Bank of Montreal (BMO) is offering Capped Buffer Notes linked to the S&P 500 Index, maturing 5 August 2030. The notes provide 150% leveraged upside exposure to any positive index performance, but total return is capped at 57.00% (US $1,570 per US $1,000). Investors benefit from a 20% downside buffer; principal is fully protected only if the index does not fall more than 20% at maturity. Below that threshold, holders incur 1% principal loss for every additional 1% index decline, up to an 80% maximum loss.

Key economic terms: Pricing Date 31 Jul 2025; Settlement 5 Aug 2025; Valuation 31 Jul 2030; Maturity 5 Aug 2030. The initial estimated value is US $977.40, at least US $930 on the pricing date, reflecting dealer margin and hedge costs. Issue price is 100%; agent’s commission 1.225%.

Structural considerations: The notes pay no coupons, are unsecured obligations of BMO, and will not be listed on an exchange. Secondary liquidity depends solely on BMO Capital Markets Corp. Investors face BMO credit risk and may receive less than par if sold prior to maturity. Tax treatment is uncertain; BMO intends to treat the notes as prepaid derivative contracts.

Risk highlights: Capped upside, potential 80% principal loss, illiquidity, model-based valuation discount, conflicts of interest in calculation and hedging, and general market factors affecting secondary pricing.

The Toronto-Dominion Bank (TD) is offering $13.77 million of Senior Debt Securities, Series H, branded as Leveraged Capped Buffered S&P 500 Index-Linked Notes due 22 September 2027. The notes are issued in $1,000 denominations, priced at par, and do not pay periodic interest.

Investment mechanics: for each $1,000 note, investors receive at maturity: (i) the principal plus 180 % upside leverage on any positive S&P 500 performance, up to the Maximum Payment Amount of $1,254.70 (25.47 % cap); (ii) full principal return if the index is flat or falls by ≤15 % (Buffer Level = 85 % of the 6,141.02 initial level); or (iii) a loss magnified by the ≈117.65 % downside multiplier once the buffer is breached, exposing investors to potential 100 % principal loss.

Key terms: Pricing Date 26 Jun 2025; Issue Date 3 Jul 2025; Valuation Date 20 Sep 2027; no underwriting discount shown (0 %), and the initial estimated value equals $995.40 per $1,000, below the public offer price, reflecting TD’s internal funding rate and hedging costs.

Principal risks: (1) Credit risk—payments rely on TD’s ability to pay; (2) Market risk—a >15 % decline in the S&P 500 triggers leveraged losses; (3) Liquidity risk—no exchange listing and discretionary market-making only; (4) Valuation risk—initial estimated value is below issue price and may not reflect secondary prices; (5) Tax uncertainty—treated as prepaid derivative contracts, but other characterizations are possible.

These notes may suit investors seeking short-dated, equity-linked exposure with partial downside protection and a defined upside cap, who understand the trade-offs between leverage, buffer and issuer credit.

Citizens Financial Services Inc. (CZFS) has filed a Form 4 disclosing that director R. Joseph Landy executed a Code G transaction, gifting 20 shares of common stock on 30 June 2025 at a price of $0. Following the transaction, Landy’s direct ownership stands at 27,665.7745 shares. No derivative securities were involved, and the transfer represents an immaterial change (<0.1%) in his holdings, leaving overall insider ownership essentially unchanged.

UBS AG is offering $7.315 million of two-year, unsecured Trigger Callable Contingent Yield Notes that are linked to the least-performing of the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX) indices. The notes pay a contingent coupon of 10.35% per annum on monthly observation dates, but only when all three indices close at or above 70% of their respective initial levels (the “coupon barriers”).

Issuer call feature: Beginning after the third monthly observation date, UBS may redeem the notes on any observation date at par plus the applicable coupon, eliminating any further upside for investors while limiting downside risk to zero.

Maturity payoff: • If the notes have not been called and the final level of every index is at least 60% of its initial level (the “downside thresholds”), investors receive 100% of principal.
• If any index finishes below its downside threshold, investors suffer a loss equal to the worst index’s decline, up to 100% of principal.

Key terms

• Trade date: 27 Jun 2025  |  Maturity: 1 Jul 2027 (≈ 2 years)
• Issue price: $1,000 per note  |  Estimated initial value: $981.60 (98.16% of par)
• Underwriting discount: $6.50 per note
• Not listed; secondary liquidity only through dealers
• Obligations of UBS AG (credit rating & default risk apply)

Investment considerations: The structure offers an above-market headline coupon in exchange for exposure to the worst performer among three major U.S. equity indices, the possibility of early redemption at the issuer’s discretion, and full downside participation below a 40% index drawdown. Investors seeking enhanced yield with moderate term and who can tolerate equity and credit risk may find the notes attractive; those requiring principal protection, assured income streams, or secondary-market liquidity should avoid.

Offering Overview: Deutsche Bank AG is marketing 5.35% Fixed Rate Callable Senior Debt Funding Notes due July 16, 2035 under its shelf registration (424B2). The preliminary pricing supplement indicates a 100% issue price, with pricing on or about July 14, 2025 and settlement July 16, 2025.

Key Terms:

• Coupon: 5.35% fixed, paid annually in arrears every July 16, calculated on an unadjusted 30/360 basis; first payment July 16, 2026.
• Optional Redemption: Deutsche Bank may redeem the notes in whole at par plus accrued interest on any Jan 16 or Jul 16 from Jan 16, 2027 through Jan 16, 2035, with at least 5 business-day notice and required regulatory approval.
• Tenor & Denomination: 10-year maturity (Jul 16, 2035); minimum $1,000 principal and integral multiples thereafter.
• Structure: Unsecured, unsubordinated senior preferred obligations intended to qualify as MREL-eligible liabilities.
• CUSIP/ISIN: 25161FDB1 / US25161FDB13; no stock-exchange listing (DTC book-entry only).

Pricing & Distribution: Public price $1,000 per note; Deutsche Bank Securities Inc. (affiliate) earns up to $40 per-note concession. Institutional or fee-based accounts may purchase between $975.10 and $1,000.

Risk Highlights: The notes are subject to EU/German bail-in powers, allowing authorities to write down or convert principal and interest if the bank is deemed non-viable. Holders face issuer credit risk, reinvestment risk from the semi-annual call feature, lack of listing-driven liquidity constraints, and no governmental insurance.

Investor Takeaway: The 5.35% coupon offers a yield pick-up over comparable U.S. Treasuries, but investors must weigh bail-in, call and credit risks when assessing risk-adjusted return.

Citigroup Global Markets Holdings Inc., fully and unconditionally guaranteed by Citigroup Inc. (ticker C), is offering $1,000-denominated Autocallable Securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. The notes, issued under the Series N MTN program and sold via 424(b)(2) prospectus supplement, carry no periodic interest and are unsecured senior debt.

Key mechanics: Beginning 12 months after issuance, 50 scheduled quarterly valuation dates provide investors an opportunity for automatic early redemption if the closing index level is at or above its initial value. Early redemption pays $1,000 plus a premium that starts at 20.70% and accretes to 103.50% by the final valuation date on 29 Jul 2030.

If not redeemed early, maturity payment depends on index performance: (i) $1,000 + final-date premium if the index is at or above its initial level; (ii) principal only if the index is below the initial level but at or above the 50% barrier; or (iii) principal reduction 1:1 with index loss if the index closes below the barrier, potentially resulting in a total loss of principal.

Structural considerations: The underlying index embeds both an implicit financing cost and a fixed 6% annual decrement, creating a notable performance drag relative to the S&P 500® Price Index. Liquidity is limited—notes will not be listed—and all payments are subject to the credit risk of Citi. Estimated value on the pricing date is expected to be at least $850, noticeably below the $1,000 issue price, reflecting dealer margin, hedging costs and funding spread. CGMI receives an up-to-4.5% underwriting fee.

Investors must weigh the attractive, predefined premiums and 50% downside buffer against the decrement-dragged underlying, potential large principal loss below the barrier, absence of dividend participation, limited secondary market, and Citi credit exposure.