ETRACS Whitney US Critical Techs ETN SEC Filings

Bank of Montreal (BMO) is offering Senior Medium-Term Notes, Series K—Autocallable Barrier Notes with Memory Coupons—linked to the common shares of Applied Materials, Inc. (AMAT) and Micron Technology, Inc. (MU). The notes mature on 3 July 2028 but can be automatically called as early as the first observation date on 30 September 2025 if both reference shares close at or above their Call Level (100 % of Initial Level).

Income feature. Each $1,000 note may pay a 4.50 % quarterly contingent coupon (≈ 18 % p.a.). Coupons are paid only if both shares close on the observation date at or above a Coupon Barrier set at 60 % of their Initial Level. Thanks to the Memory Coupon provision, missed coupons are paid later if barrier conditions are subsequently met.

Principal risk. If the notes are neither redeemed early nor trigger-free at maturity and any share closes below its Trigger Level (60 % of Initial Level) on the valuation date, investors receive a physical delivery of the worst-performing stock (or its cash value) equal to $1,000/Initial Level, exposing them to a one-for-one downside below the trigger—up to total loss.

Additional terms.

• Issue price: 100 % of face; estimated initial value: $968.80 (3.12 % underwriting discount and hedging cost).
• Denomination: $1,000; not exchange-listed.
• All payments subject to BMO credit risk; notes are unsecured and not CDIC/FDIC insured.
• Citigroup Global Markets acts as selling agent; up to 2.00 % selling concession.

Investor profile. Suitable only for investors comfortable with single-stock downside exposure, issuer credit risk, illiquidity, and the possibility of losing principal in exchange for a high contingent coupon and potential early redemption.

Shanghai Fosun Pharmaceutical ("Fosun Pharma") and its U.S. affiliate Fosun Pharma USA Inc. (FPUSA) have sharply reduced their position in Nature's Sunshine Products Inc. (NASDAQ: NATR). On 25 June 2025 FPUSA entered into an underwriting agreement with D.A. Davidson & Co. to sell 2,854,607 common shares at a public offering price of $12.00 per share. After the $0.54 per-share underwriting discount, FPUSA netted $11.46 per share, or roughly $32.7 million. The secondary offering closed on 27 June 2025 and was effected under NATR's Form S-3 shelf registration that became effective on 18 June 2025.

As a result of the sale, Fosun Pharma now beneficially owns 64,167 shares—only 0.35 % of the 18,463,179 shares outstanding—meaning the reporting persons no longer hold more than 5 % of the company's equity. FPUSA has signed a 90-day lock-up restricting further dispositions. Concurrently, NATR may repurchase up to $15.0 million of the offered shares from the underwriter under its existing buy-back programme, potentially offsetting some secondary-market supply.

This Amendment No. 3 to Schedule 13D updates ownership data, adds the underwriting, lock-up and share-repurchase agreements as exhibits, and confirms that the 2.85 million-share sale was the only NATR transaction by the reporting persons since the prior amendment.

UBS AG is offering $30.94 million of Airbag Callable Contingent Yield Notes (424B2) maturing 30 June 2028 and linked to the least-performing of three underlying assets: the Nasdaq-100 Index (NDX), the Utilities Select Sector SPDR Fund (XLU) and the Health Care Select Sector SPDR Fund (XLV). The notes pay a 10.00% p.a. contingent coupon, but only when the closing level of each underlying is at or above its respective coupon barrier (72% of the initial level) on the monthly observation dates. UBS may call the notes in whole (but not in part) on any observation date beginning after two months; if called, investors receive par plus the coupon for that period.

Principal is conditionally protected. If the notes are not called and all underlyings finish at or above their downside thresholds (75% of initial level), holders receive full principal at maturity. If any underlying closes below its downside threshold, repayment is reduced by an airbag leverage factor of ~1.3333×: investors lose about 1.3333% of principal for every 1% decline beyond the 25% threshold, potentially up to a total loss.

Key terms

• Issue price: $1,000 per note; estimated initial value: $996.10.
• Contingent coupon barrier: 72% of initial level.
• Downside threshold: 75% of initial level (25% buffer).
• Downside leverage: approximately 1.3333× below threshold.
• Trade date: 27 Jun 2025; settlement: 2 Jul 2025; maturity: 30 Jun 2028.
• Notes are senior unsecured obligations of UBS AG and are not FDIC-insured or exchange-listed.
• Underwriting discount: $0.60 per note; additional marketing fee: $1.40 per note.

Risks highlighted by the issuer include credit risk of UBS, potential non-payment of coupons, leveraged downside exposure, lack of liquidity, and discretionary issuer call that could cap upside. Investors are directed to the “Key Risks” and “Risk Factors” sections for further detail.

UBS AG is offering $30.94 million of Airbag Callable Contingent Yield Notes (424B2) maturing 30 June 2028 and linked to the least-performing of three underlying assets: the Nasdaq-100 Index (NDX), the Utilities Select Sector SPDR Fund (XLU) and the Health Care Select Sector SPDR Fund (XLV). The notes pay a 10.00% p.a. contingent coupon, but only when the closing level of each underlying is at or above its respective coupon barrier (72% of the initial level) on the monthly observation dates. UBS may call the notes in whole (but not in part) on any observation date beginning after two months; if called, investors receive par plus the coupon for that period.

Principal is conditionally protected. If the notes are not called and all underlyings finish at or above their downside thresholds (75% of initial level), holders receive full principal at maturity. If any underlying closes below its downside threshold, repayment is reduced by an airbag leverage factor of ~1.3333×: investors lose about 1.3333% of principal for every 1% decline beyond the 25% threshold, potentially up to a total loss.

Key terms

• Issue price: $1,000 per note; estimated initial value: $996.10.
• Contingent coupon barrier: 72% of initial level.
• Downside threshold: 75% of initial level (25% buffer).
• Downside leverage: approximately 1.3333× below threshold.
• Trade date: 27 Jun 2025; settlement: 2 Jul 2025; maturity: 30 Jun 2028.
• Notes are senior unsecured obligations of UBS AG and are not FDIC-insured or exchange-listed.
• Underwriting discount: $0.60 per note; additional marketing fee: $1.40 per note.

Risks highlighted by the issuer include credit risk of UBS, potential non-payment of coupons, leveraged downside exposure, lack of liquidity, and discretionary issuer call that could cap upside. Investors are directed to the “Key Risks” and “Risk Factors” sections for further detail.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering unsecured Medium-Term Senior Notes linked to the S&P 500 Futures Excess Return Index, maturing on August 5, 2030. The $1,000-denominated notes pay no periodic interest; instead, investors receive at maturity (i) the full principal and (ii) a positive return only if the index closes above its initial level on the valuation date. Any appreciation will be multiplied by an upside participation rate of at least 120%, providing leveraged exposure to gains. If the index is flat or declines, investors merely receive the $1,000 principal, resulting in zero return.

Key structural terms include: pricing date July 31 2025; issue date August 5 2025; valuation date July 31 2030. The notes are not listed on an exchange and may have limited secondary liquidity. CGMI will act as underwriter, receiving up to $11.30 per note; the issuer’s estimated value is at least $902.50, materially below the $1,000 issue price, reflecting structuring costs and dealer margin.

The underlying index tracks S&P 500 futures, so it lags the total-return S&P 500 by the embedded financing cost and excludes dividends, lowering expected performance relative to equities. Investors also assume (i) credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., (ii) liquidity risk because the notes are unlisted, and (iii) opportunity cost of forgone dividends and interest. The offering targets investors seeking principal protection at maturity with leveraged upside to equity futures but who are comfortable with the noted structural and credit risks.

• Stated principal: $1,000 per security
• Minimum upside participation: 120%
• No coupons; no dividend entitlement
• Guaranteed by Citigroup Inc.
• CUSIP/ISIN: 17333LFC4 / US17333LFC46

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing medium-term senior notes in the form of Autocallable Securities linked to the Energy Select Sector SPDR Fund (XLE) that mature on July 6, 2028. Each $1,000 security offers no periodic interest, may be redeemed automatically after any of the three annual valuation dates, and is principal-at-risk. If XLE closes at or above its initial value on a valuation date, the note is called and pays $1,000 plus a preset premium of at least 12.5%, 25.0% or 37.5%, depending on the year. If not called, the maturity payment depends on XLE’s performance on June 30, 2028: (i) principal plus the 37.5% minimum premium if the fund is unchanged or higher; (ii) full principal only if the fund is below the initial level but not lower than 70% of that level; or (iii) a dollar-for-dollar loss of principal in excess of a 30% decline, with a potential total loss, if XLE finishes below the 70% barrier. The securities will not be listed, carry no dividend entitlement and are subject to the credit risk of both the issuer and Citigroup Inc. The issue price is $1,000, but the estimated value on the pricing date is expected to be about $904.50, reflecting a built-in underwriting fee of up to $22.50 and hedging costs. Investors must therefore accept limited liquidity, the possibility of substantial principal loss and the risk that actual premiums may be well below the fund’s upside performance.

UBS AG is offering unsecured, unsubordinated Capped Market-Linked Notes linked to the worse performer between the Nasdaq-100 Index (NDX) and the S&P 500 Index (SPX). The Notes price on 9 July 2025, settle on 14 July 2025 and mature on 14 January 2027 (final valuation 11 January 2027).

Return profile: at maturity investors receive the principal plus (i) the least-performing underlying return if positive, subject to a maximum gain of 15.20% (maximum payment $1,152); or (ii) the greater of the least-performing underlying return and a minimum return of –5.00% if the underlying return is zero or negative. Accordingly, principal is 95 % protected when held to maturity, but upside is capped.

Key economics: issue price $1,000; underwriting discount $6.50 (0.65 %); net proceeds $993.50. The estimated initial value is $959.40–$989.40, below issue price due to internal funding spreads and distribution costs. UBS Securities LLC is the underwriter and may re-allow the full discount to third-party dealers.

Risk considerations: investors bear the credit risk of UBS and market risk of each index on the final valuation date. The Notes pay no coupons, forgo all dividends, are not listed, and may exhibit limited or no secondary liquidity. Trades executed prior to settlement require T+3 settlement arrangements. The offering documents highlight additional risks under “Key Risks” and “Risk Factors.”

Investor suitability: appropriate only for investors who can tolerate up to a 5 % loss, accept capped upside, understand structured products, and intend to hold to maturity.

UBS AG is offering $6.62 million of Phoenix Autocallable Buffer Notes with Memory Interest linked to the common stock of Meta Platforms, Inc. (META). The Notes are unsecured, unsubordinated debt that mature on 15 July 2026.

Key terms:

• Principal amount: $1,000 per Note (minimum purchase 10 Notes).
• Contingent interest: $44.875 per Note on each interest payment date if META’s closing price on the related observation date is ≥ the interest barrier of $623.59 (85 % of the $733.63 initial price). Missed coupons accrue and are paid on the next date on which the barrier is satisfied ("memory" feature).
• Autocall: The Notes redeem early at par plus any due memory interest if META’s price on any autocall observation date is ≥ the initial price.
• Downside protection: At maturity investors receive 100 % of principal if META closes ≥ the downside threshold of $623.59. Otherwise they receive a cash amount reflecting a 1.1765 % loss for every 1 % decline below the threshold, potentially down to zero.
• Estimated initial value: $983.80 per $1,000 (1.62 % discount to issue price), reflecting dealer margins and UBS’s internal funding rate.
• Fees: Underwriting/placement fee of $10 per Note; net proceeds to UBS $990 per Note. J.P. Morgan Securities LLC and UBS Investment Bank act as placement agents.
• Credit risk: Payments depend solely on UBS AG’s ability to pay; the Notes are not FDIC-insured and will not be listed on any exchange, limiting liquidity.

Investor profile: Suitable only for investors who (a) understand structured products, (b) can tolerate loss of some or all principal, (c) are moderately bullish to neutral on META through July 2026, and (d) can accept UBS credit exposure and limited secondary market liquidity.

UBS AG is offering $350,000 of unlisted Trigger Autocallable Contingent Yield Notes (principal amount $1,000 per Note) linked to the worst performer of Shift4 Payments (FOUR), Mastercard (MA) and Taiwan Semiconductor ADRs (TSM). The three-year Notes (trade: 27-Jun-2025; maturity: 30-Jun-2028) pay a contingent coupon of 11.25% p.a., assessed monthly and featuring a memory mechanism. A coupon is paid only if each underlying closes at or above its coupon barrier (60% of initial level) on the relevant observation date.

• Automatic call: From month 13 onward, the Notes are redeemed at par plus accrued coupons if all underlyings are at or above their call threshold (100% of initial).
• Maturity payoff: If not previously called and no Threshold Event occurs, investors receive par. A Threshold Event requires (i) each underlying below the upper barrier (100%) and (ii) any underlying below the downside threshold (60% of initial). If triggered, redemption equals par reduced by the worst underlying’s percentage loss, up to total loss of principal.
• Estimated initial value: $959.00 (95.9% of issue price), reflecting distribution costs and UBS’s funding spread.
• Distribution economics: UBS Securities receives a $2.50 underwriting discount and pays a $5.00 marketing fee per Note.
• Risks: equity market risk in three names, credit risk of UBS, potential illiquidity (no exchange listing) and possibility of receiving no coupons.

The structure suits investors comfortable with concentration risk in the three underlyings, seeking high income and willing to accept full downside exposure below a 60% threshold.