[144] Immunovant, Inc. SEC Filing

Rhea-AI Filing Summary

Bank of Montreal (BMO) is offering unsecured Senior Medium-Term Notes, Series K, branded “Digital Return Buffer Notes” linked to the S&P 500® Futures Excess Return Index (ticker SPXFP). The product is a two-part payoff structure maturing 2 November 2026 (≈15 months) that caps upside at a fixed 11.80% “Digital Return” while providing a 10% downside buffer.

Key economic terms

• Denomination: US$1,000 minimum, CUSIP 06376EPE6
• Digital Barrier: 100% of the Initial Level; if the Final Level ≥ barrier, investors receive principal plus 11.80% ($1,118)
• Buffer: 90% of Initial Level; losses begin only when the Reference Asset falls >10%
• Downside: Dollar-for-dollar loss beyond the 10% buffer, up to 90% of principal
• No periodic coupons; payment occurs only at maturity
• Pricing Date: 28 July 2025; Settlement: 31 July 2025; Valuation Date: 28 Oct 2026
• Initial estimated value: US$970.30 per $1,000 (≈97.0% of issue price) driven by internal funding and hedging costs
• Distribution: BMOCM acts as sole agent; selling concession up to 2.05%

Risk highlights

• Credit risk: payments depend on BMO’s solvency; the notes are senior unsecured obligations.
• Market risk: if SPXFP declines >10%, principal erodes one-for-one, exposing investors to as much as 90% loss.
• Structural limitations: upside is strictly limited to 11.80% regardless of how much the index rises; investors forgo dividends, collateral interest and total-return benefits.
• Liquidity: no exchange listing; any secondary trading will be on a best-efforts basis through BMOCM and may involve significant bid-ask spreads.
• Valuation gap: initial fair value is ≈$970, implying an immediate 3% economic cost to new buyers.
• Reference-asset nuances: index tracks front-month E-mini S&P 500 futures (excess-return) and is subject to roll yield drag, financing costs and contango effects, which can diverge materially from the spot S&P 500 price return.

Investor profile: Suitable for investors with a firmly bullish or mildly neutral 15-month outlook on U.S. equities who desire buffered downside, are willing to cap gains at 11.80%, and have confidence in BMO’s credit.

Positive

• 10% downside buffer protects principal against modest market declines.
• Fixed 11.80% return achieved even if the index is only flat, providing certainty versus uncapped but uncertain upside.
• Short 15-month tenor limits exposure to long-term interest-rate and credit-spread shifts.

Negative

• Downside risk up to 90% once the index falls more than 10%.
• Upside capped at 11.80%, underperforming direct equity exposure in strong bull markets.
• Credit risk of Bank of Montreal; note holders rank as unsecured creditors.
• Liquidity constraints: no exchange listing and potential wide bid-ask spreads.
• Initial economic value 3% below offer price, creating negative carry on day one.

Insights

Structured Products Analyst

TL;DR – Fixed 11.8% cap, 10% buffer, potential 90% loss; fair value ~97%.

The note converts equity-index futures exposure into a binary payoff: investors earn 11.8% if SPXFP is flat or higher, receive par if the index is down ≤10%, and absorb linear losses thereafter. Relative to vanilla BMO debt, buyers sacrifice coupons and assume basis risk tied to futures roll cost. The embedded option package is priced such that the bank captures ~300 bps upfront, reflected in the 97.03% estimated value and 2.05% selling concession. For a marginally bullish view over 15 months with moderate volatility, the risk-adjusted reward is modest; a direct index investment delivers uncapped upside and dividend pass-through, while protective puts could offer more transparent hedging. Credit spread widening or liquidity shocks could depress resale quotes.

Portfolio Manager

TL;DR – Attractive if you expect flat-to-slightly-up market; otherwise downside asymmetric.

The structure may fit a satellite allocation inside a diversified portfolio seeking equity-linked carry with limited duration. However, the 11.8% maximum gain equates to roughly one year of average S&P 500 returns; any stronger rally leaves money on the table. Conversely, a 15-20% market pullback erodes capital quickly despite the 10% buffer. With no interim liquidity guarantee and no coupon, opportunity cost is significant. Given comparable buffered ETFs and defined-outcome funds in the market, investors should compare fees, daily liquidity and sponsor credit. I view the deal as neutral overall; useful only for specific tactical views.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	30000	474861.00	170923191	06/25/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/31/2021	Restricted Stock	Issuer			30000	12/31/2021	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
WILLIAM MACIAS 320 West 37th Street New York NY 10018	Common	06/13/2025	50000	778490.00
WILLIAM MACIAS 320 West 37th Street New York NY 10018	Common	06/03/2025	80000	1248616.00
WILLIAM MACIAS 320 West 37th Street New York NY 10018	Common	05/21/2025	3078	45331.44
WILLIAM MACIAS 320 West 37th Street New York NY 10018	Common	04/16/2025	2918	43456.95
WILLIAM MACIAS 320 West 37th Street New York NY 10018	Common	04/09/2025	7730	100435.81

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the payoff structure of BMO’s Digital Return Buffer Notes (symbol WTIU)?

At maturity you receive $1,118 per $1,000 if the S&P 500 Futures Excess Return Index is ≥ initial level; par if it is down ≤10%; otherwise principal is reduced one-for-one beyond a 10% buffer.

What maximum return can WTIU investors earn?

The maximum (and fixed) upside is 11.80% regardless of how high the index rises.

How much principal can I lose with these notes?

If the index declines more than 10%, you lose 1% of principal for every 1% drop beyond the buffer, up to a 90% loss.

Do the notes pay periodic interest or dividends?

No; they are zero-coupon instruments. All cash flow occurs at maturity based on the payoff formula.

Are the notes exchange-listed or easily tradable?

No; they will not be listed. Any secondary liquidity depends solely on BMOCM’s willingness to make markets.

What is the estimated initial value versus the offer price?

BMO’s internal model values the notes at $970.30 per $1,000, about 3% below the 100% public offering price.