UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
| ☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 |
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| OR |
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| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission
File Number of issuing entity: 001-32867
Central Index Key Number of issuing entity: 0001357660
STRATS
TRUST FOR ALLSTATE CORPORATION
SECURITIES, SERIES 2006-3
(Exact name of issuing entity as specified in its
charter)
Commission
File Number of depositor and sponsor: 001-31818
Central Index Key Number of depositor and sponsor: 0001140396
SYNTHETIC
FIXED-INCOME SECURITIES, INC.
(Exact name of depositor and sponsor as specified
in its charter)
New
York
(State of incorporation or organization
of the issuing entity) |
26-6115117
(IRS Employer Identification No.) |
30
Hudson Yards, 14th Floor
New York, New York
(Address of principal executive offices) |
10001-2170
(Zip Code) |
(212)
214-6289
(Telephone Number) |
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|
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SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on which Registered |
| STRATS Certificates,
Series 2006-3 |
|
GJT |
|
New
York Stock Exchange (“NYSE”) |
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒ No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐
Yes ☒ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
☒
Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
☒
Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
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|
|
| |
Non-accelerated
filer ☒ |
Smaller
Reporting Company ☐ |
| |
|
|
| |
|
Emerging
growth Company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
☐
Yes ☒ No
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.
Not
applicable.
DOCUMENTS
INCORPORATED BY REFERENCE
List
hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders; (2) Any proxy information statement; and, (3) Any prospectus
filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
None.
PART
I
The
following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item
1. Business.
Item
1A. Risk Factors.
Item
1C. Cybersecurity.
Item
2. Properties.
Item
3. Legal Proceedings.
Item
1B. Unresolved Staff Comments.
Not
Applicable.
Item
4. Mine Safety Disclosures.
Not
Applicable.
PART
II
The
following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item
6. [Reserved]
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
Item
8. Financial Statements and Supplementary Data.
Item
9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.
Item
9A. Controls and Procedures.
Item
9B. Other Information.
None.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not
Applicable.
PART
III
The
following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item
10. Directors, Executive Officers and Corporate Governance.
Item
11. Executive Compensation.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
Item
14. Principal Accountant Fees and Services.
Substitute
information provided in accordance with General Instruction J to Form 10-K:
Item
1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
The
Allstate Corporation, the issuer of the underlying securities, is subject to the information reporting requirements of the Securities
Exchange Act of 1934 (the “Exchange Act”). For information on The Allstate Corporation please see its periodic and current
reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-11840.
The Commission maintains a site on the World Wide Web at “http://www.sec.gov” at which users can view and download copies
of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis
and Retrieval system, or “EDGAR.” Periodic and current reports and other information required to be filed pursuant to the
Exchange Act by The Allstate Corporation may be accessed on this site. Neither Synthetic Fixed-Income Securities, Inc. nor the Trustee
has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information
provided therein. Neither Synthetic Fixed-Income Securities, Inc. nor the Trustee has verified the accuracy or completeness of such documents
or reports. There can be no assurance that events affecting the issuer of the underlying securities or the underlying securities themselves
have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents
described above.
Item
1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).
None.
Item
1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
None.
Item
1117 of Regulation AB. Legal Proceedings.
There
are no legal proceedings pending, or any proceedings known to be contemplated, by governmental authorities against the depositor, the
Trustee or the issuing entity, or any property thereof, that is material to the holders of the Certificates.
Item
1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
In
accordance with the Instruction to Item 1119, affiliations and certain relationships and related transactions are described below in
response to this item.
Wells
Fargo Bank, National Association (“Wells Fargo Bank”), as successor to Wachovia Bank, National Association, is the “Swap
Counterparty” with respect to its obligations under the ISDA Master Agreement including the Schedule thereto and a confirmation
thereunder, by and among the Swap Counterparty and the issuing entity, dated as of April 28, 2006. Wells Fargo Bank is an
affiliate of Synthetic Fixed-Income Securities, Inc., the sponsor of the issuing entity and the depositor of the issuing entity and Wells
Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), who acted as an underwriter of the Certificates issued by the
issuing entity.
The
Trustee is unaffiliated with, but may have normal banking relationships with, the sponsor, the depositor and their respective affiliates.
Item
1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
The
Trustee has been identified as a party participating in the servicing function during the reporting period with respect to the pool assets
held by the issuing entity. The Trustee’s report on an assessment of compliance with the servicing criteria applicable to it during
the Issuing Entity’s fiscal year ending December 31, 2025 and an attestation report by a registered independent public accounting
firm regarding the Trustee’s related report on assessment are attached as exhibits to this Form 10-K.
Neither
the report on assessment nor the related attestation report has identified any material instances of noncompliance with the servicing
criteria described in the report on assessment as being applicable to the Trustee.
Item
1123 of Regulation AB. Servicer Compliance Statement.
The
Trustee has provided a compliance statement, signed by an authorized officer, attached as an exhibit to this Form 10-K.
PART
IV
Item
15. Exhibit and Financial Statement Schedules.
| (a) | List
the following documents filed as a part of the report: |
| (3) | See
Item 15 (b), below. |
| (b) | Exhibits
Required by Item 601 of Regulation S-K. |
| 31.1 | Rule 13a-14/15d-14 Certification (Section 302 Certification). |
| 33.1 | Report on Assessment of Compliance with Applicable Servicing Criteria of The Bank of New York Mellon for the year ended December 31, 2025. |
| 34.1 | Independent Accountants’ Attestation Report concerning servicing activities of The Bank of New York Mellon for the year ended December 31, 2025. |
| 35.1 | Compliance Statement of The Bank of New York Mellon for the year ended December 31, 2025. |
(c) Omitted.
Item
16. Form 10-K Summary.
Not
Applicable.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
Synthetic
Fixed-Income Securities, Inc. |
| |
(Depositor) |
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|
| Dated:
March 30, 2026 |
By: |
/s/ Barbara Garafalo |
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|
Barbara Garafalo |
| |
|
President |
| |
|
(senior officer of depositor in charge of securitization) |
EXHIBIT
INDEX
| EXHIBIT |
DESCRIPTION |
| |
|
| 31.1 |
Rule 13a-14/15d-14 Certification (Section 302 Certification). |
| |
|
| 33.1 |
Report on Assessment of Compliance with Applicable Servicing Criteria of The Bank of New York Mellon for the year ended December 31, 2025. |
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|
| 34.1 |
Independent Accountants’ Attestation Report concerning servicing activities of The Bank of New York Mellon for the year ended December 31, 2025. |
| |
|
| 35.1 |
Servicer Compliance Statement of The Bank of New York Mellon for the year ended December 31, 2025. |
