[Form 4] Lakeland Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

The Bank of Nova Scotia (BNS) is marketing a one-year, principal-at-risk structured note linked to Apple Inc. (AAPL) common stock. The Contingent Income Auto-Callable Securities, issued under BNS’s Senior Note Program (Series A), are expected to settle on 16 July 2025 and mature on 16 July 2026 unless called earlier.

Key commercial terms

• Denomination: $1,000 per security; minimum investment $1,000.
• Contingent quarterly coupon: $28.20 (11.28% p.a.) paid if AAPL’s closing price on a determination date is ≥ 80% of the initial share price (“downside threshold”). Missed coupons accrue under a memory feature.
• Automatic call: If on any observation date (other than the final) AAPL closes ≥ 100% of the initial share price (“call threshold”), the note is redeemed for par plus the applicable coupon(s). First call can occur after ~3 months.
• Principal repayment at maturity:
  • If final share price ≥ 80% of initial: return of par plus due coupon(s).
  • If final share price < 80%: physical delivery of AAPL shares (exchange ratio = $1,000 ÷ initial price) whose value may be substantially below par; fractional shares paid in cash.
• Initial estimated value: $946.40 – $976.40 (94.6%–97.6% of issue price) reflecting selling & structuring costs and BNS’s internal funding rate.
• Secondary market / listing: none; any liquidity to be provided by Scotia Capital (USA) Inc., but not guaranteed.
• Credit: senior unsecured obligation of BNS; subject to issuer default risk; not CDIC or FDIC insured and not bail-inable.
• CUSIP/ISIN: 06419DAQ6 / US06419DAQ60.

Investor profile: suited only for investors who (1) accept full downside risk in exchange for an above-market coupon, (2) can tolerate potential delivery of depreciated AAPL shares, (3) do not require dividends, liquidity or upside participation, and (4) are comfortable with BNS credit exposure.

Principal risks

• Loss of principal: a ≥20% decline in AAPL at final observation triggers share delivery worth less than par; loss can reach 100%.
• Coupon uncertainty: coupons are contingent; none may be paid if AAPL trades below the 80% barrier on all observation dates.
• Re-investment risk: early call could limit return to 3–9 months, forcing reinvestment at potentially lower yields.
• Valuation / liquidity: bid prices will reflect dealer models and could be materially below par before maturity.
• Conflict & hedging: BNS and affiliates may hedge or trade AAPL in ways that affect note valuations.
• Tax: intended U.S. treatment as prepaid derivative contracts; coupons taxable as ordinary income; tax results remain uncertain.

Positive

• High current income potential: contingent coupon of 11.28% p.a. plus memory feature enhances catch-up payments.
• Short tenor (≈12 months): reduces duration and credit-spread exposure compared with longer-dated structured notes.
• Automatic call at 100%: offers possibility of par redemption within three months if Apple remains strong, locking in gains.

Negative

• Full principal at risk: final Apple price below 80% triggers share delivery and potential 100% loss.
• No upside participation: investors forego any appreciation above coupons despite exposure to downside.
• Issuer credit & liquidity risk: unsecured claim on BNS with no exchange listing; bid/ask set by affiliate dealer.
• Estimated value below issue price: 2.4–5.4 points of embedded costs reduce economic value at inception.
• Early call reinvestment risk: note may be redeemed after first quarter, limiting total return.

Insights

Structured Products Analyst

TL;DR High-coupon note offers 11.28% p.a. but embeds 20% soft protection; investors face full equity and issuer risk with limited upside.

This 424B2 continues BNS’s use of Apple as a reference equity. The design is straightforward: a 100% call trigger and 80% barrier mirror the current structured-note sweet-spot. At-market call level increases the chance of a short holding period—historically Apple closes above par roughly 50-55% of days—so the effective yield could be well below headline 11.28% if called early. The memory coupon is attractive versus plain autocallables, especially given only four observations, but note that missed coupons are paid only if a subsequent barrier breach is met, not at maturity by default.

Estimated value at 94.6–97.6 indicates an all-in spread of 2.4–5.4 points, in line with market norms. Credit risk is non-trivial: BNS 1-year CDS trades ~45 bps; investors implicitly accept this risk without compensation beyond coupon. Liquidity will depend on Scotia’s bid; the note will likely screen in the low-mid 90s on issue if Apple sells off, amplifying mark-to-market volatility.

Overall the security is best viewed as a yield play for investors with a neutral-to-modestly bullish 12-month view on Apple and high risk tolerance. Not appropriate for capital-preservation mandates.

Portfolio Manager – Multi-Asset Income

TL;DR Attractive headline income, but asymmetric payoff and limited liquidity make it unsuitable for core income sleeves.

From a portfolio-construction angle, the 11% coupon looks tempting against 1-year IG corporates (~5.4%) and Apple equity dividends (~0.5%). However, the structure offloads tail risk to the buyer: a 20% drawdown in Apple—well within its historical volatility—forces share settlement. Given Apple’s single-name concentration and current valuation headwinds, I’d treat the position as a tactical trade, sizing it small (<1% NAV).

Early call risk is significant: a sideways or slightly up market caps returns quickly, impeding compounding and potentially leaving reinvestment into lower yields. In stressed scenarios the note behaves much like long Apple equity with no upside beyond coupons; therefore, exposure overlaps with any existing Apple or tech overweight.

Impact on diversified portfolios: neutral to slightly negative risk-adjusted return relative to traditional bonds; may fit opportunistic buckets but not core fixed income.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Augsburger Blake

(Last) (First) (Middle)

LAKELAND FINANCIAL CORPORATION

P.O. BOX 1387

(Street)

WARSAW IN 46581

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LAKELAND FINANCIAL CORP [ LKFN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/08/2025		A		650	A	$0	18,213	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	07/07/2025		A		460		(2)	(3)	Common Stock	460	$65.2852	18,342	D

Explanation of Responses:

1. Each phantom stock unit exercises into 1 share of Common Stock.

2. Phantom Stock is exercisable after the directors' retirement as a Board member.

3. Phantom shares expire after the directors' retirement as a Board member.

Remarks:

	/s/ Becka J. Turnbow, Attorney-in-Fact	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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