Morgan Stanley SEC Filings

Kineta, LLC (successor to Kineta, Inc.) filed Post-Effective Amendment No. 1 to nine prior Form S-8 registration statements to deregister all remaining unsold shares of common stock that had been reserved for issuance under multiple legacy equity incentive and employee stock purchase plans of Proteostasis Therapeutics, Yumanity Therapeutics and Kineta. The action follows the closing of Kineta’s two-step merger with TuHURA Biosciences on 30 June 2025. In the transaction, Kineta first merged into a TuHURA subsidiary, then into a second subsidiary, creating Kineta, LLC as a wholly owned TuHURA subsidiary. Because these corporate events terminated the underlying equity plans, the share offerings registered on the affected statements are no longer needed; the company is therefore removing them from registration in accordance with SEC rules.

Penguin Solutions, Inc. (ticker: SGH) filed Post-Effective Amendment No. 1 to sixteen previously effective Form S-8 registration statements following completion of its court-approved redomiciliation from the Cayman Islands to the State of Delaware on 30 June 2025. Acting under Rule 414 of the Securities Act, the Delaware successor issuer formally adopts each S-8 as its own, thereby maintaining registration of shares issuable under three employee equity plans: the Amended & Restated 2017 Stock Incentive Plan, 2018 Employee Stock Purchase Plan and 2021 Inducement Plan.

The amendment does not register additional securities; instead it provides that all outstanding awards will settle in Delaware common stock on a one-for-one basis with the former Cayman ordinary shares, preserving both share count and economic rights for plan participants and shareholders. The company continues to qualify as a large accelerated filer and incorporates by reference all historical reports filed by the Cayman entity, plus future Exchange Act filings, ensuring uninterrupted periodic reporting.

The filing also supplies updated governance documents (certificate of incorporation, bylaws) and customary exhibits, restates indemnification provisions for directors and officers under Delaware law, and confirms that directors and officers are covered by D&O insurance. Overall, the amendment is primarily administrative, aligning the company’s equity plans and SEC filings with its new U.S. domicile while leaving capital structure and operating results unchanged.

Royal Bank of Canada (RY) has filed a preliminary 424(b)(2) pricing supplement for three separate Capped Enhanced Return Buffer Notes maturing 4 August 2027. Each note is linked to a single equity index—Nasdaq-100 (NDX), Russell 2000 (RTY) or S&P 500 (SPX)—and will be issued in $1,000 denominations on 5 August 2025.

Upside mechanics. If the Final Underlier Value exceeds the Initial Underlier Value, investors receive 150 % of the index return, capped at a Maximum Return set on the trade date (indicative ranges: NDX 24.5-26.5 %, RTY 28-30 %, SPX 20-22 %).

Downside mechanics. A 10 % buffer protects principal as long as the index does not lose more than 10 %. Below that threshold, principal is reduced point-for-point beyond the 10 % loss. Example: a 50 % index decline produces a 40 % note loss ($600 redemption).

Key terms.

• Participation Rate: 150 % (subject to cap)
• Buffer Value: 90 % of initial index level
• Trade Date: 31 Jul 2025  |  Valuation Date: 30 Jul 2027
• Maturity: 4 Aug 2027 (2-year term)
• Price to public: 100 % of face; underwriting discount 1 % (dealer concessions up to $10 per $1,000)
• Initial estimated value: $928-$979 (i.e., 92.8-97.9 % of face), below issue price

Risk highlights. The notes pay no coupons, have limited upside due to the cap, and expose investors to 1-for-1 downside beyond the 10 % buffer. They are senior unsecured obligations of Royal Bank of Canada—payments depend on the bank’s credit. The securities are intended to be held to maturity; no exchange listing is planned and secondary liquidity is expected to be thin, with bid-ask spreads and dealer mark-downs likely. The issuer’s initial estimated value—calculated using RBC’s internal funding rate—will be lower than the offering price, creating an immediate economic cost to the investor. U.S. tax treatment is uncertain; RBC expects the notes to be treated as prepaid financial contracts.

Investors seeking enhanced, but capped, equity exposure with partial downside protection may find the structure useful; however, the product’s risk/return trade-off, illiquidity, and issuer credit considerations must be carefully weighed.

DevvStream Corp. has called a virtual special meeting of shareholders for 8:00 a.m. PT on July 28 2025 to vote on two key items.

• Proposal 1 – Reverse Stock Split: Authorizes the Board, at any time within one year after approval, to file Articles of Amendment implementing a reverse split of outstanding common shares at a ratio between 1-for-5 and 1-for-50. The exact ratio will be selected by the Board and announced publicly.
• Proposal 2 – Adjournment: Allows one or more adjournments of the meeting to solicit additional proxies if votes are insufficient to pass Proposal 1.

The record date is June 23 2025; on that date 33,461,734 common shares were outstanding. A quorum requires one-third of those shares (11,153,911) to be present online or by proxy. Proposal 1 needs approval by holders of at least two-thirds of votes cast; Proposal 2 requires a simple majority.

Rationale. The primary objective is to regain or maintain compliance with the Nasdaq Capital Market $1.00 minimum bid price rule, after DevvStream received a notice of non-compliance on February 12 2025. The Company has until August 13 2025 to cure the deficiency. Management also cites potential improvements to liquidity, analyst coverage, and institutional ownership that a higher share price could bring.

Key mechanics. • No change to the unlimited authorized share capital.
• No fractional shares will be issued; holdings will be rounded down to the nearest whole share.
• All outstanding options, warrants and convertible securities will be proportionally adjusted.
• Shareholders holding certificates will receive instructions from Continental Stock Transfer & Trust to exchange them; book-entry holders will be adjusted automatically.
• The Board may abandon the split at any time before filing, even if shareholders approve it.

Risks. Management cannot guarantee that the split will raise or sustain the share price above $1.00, nor prevent future delisting for other rule breaches. A higher price may reduce trading volume, and rounding down fractions slightly dilutes affected holders.

The Board unanimously recommends voting FOR both proposals.

NVIDIA Corporation (NVDA) director A. Brooke Seawell filed a Form 4 covering activity on 26 June 2025. The filing shows the automatic, cost-free award (Transaction Code “A”) of 1,799 restricted stock units (RSUs) granted as part of the company’s annual board compensation program. These RSUs carry a two-step vesting schedule:

• 50 % on 19 Nov 2025
• 50 % on 20 May 2026

Following the grant, the director’s direct holdings stand at 10,387 common shares. Substantial additional ownership is reported indirectly through three family trusts: 1,000,000 shares (Revocable Trust), 1,679,361 shares (Administrative Trust) and 2,000,000 shares (Survivor Trust). No shares were sold or otherwise disposed of in the reported period.

The filing reflects routine board equity compensation and signals continued insider alignment, but it does not involve open-market purchasing or selling that might indicate a directional view on NVIDIA’s valuation.

Citigroup Inc. (ticker C) is marketing a new tranche of Medium-Term Senior Notes, Series G – Callable Fixed-Rate Notes due 21 July 2032. The securities are unsecured senior debt subject to Citigroup’s credit risk and are intended to qualify as Total Loss Absorbing Capacity (TLAC) eligible instruments, meaning they could be written down or converted in a Citigroup bankruptcy resolution.

Key commercial terms

• Denomination: $1,000 per note
• Coupon: fixed, ≥ 5.00 % per annum (final rate set on the 16 July 2025 pricing date) paid semi-annually on 21 January and 21 July, 30/360 convention
• Tenor: 7 years, maturing 21 July 2032
• Issuer call: Citigroup may redeem the notes in whole (not in part) on any 21 January, 21 April, 21 July or 21 October beginning 21 October 2026 upon ≥ 5 business-day notice, at 100 % of principal plus accrued interest
• Listing: None; investors must rely on an over-the-counter market that CGMI may, but is not obliged to, make
• Issue price: $1,000 par; eligible institutional / fee-based accounts may pay as low as $986
• Underwriting fee: up to $14 per note, paid to affiliate Citigroup Global Markets Inc. (CGMI)
• CUSIP / ISIN: 17290AG61 / US17290AG617

Principal risk considerations

• Call risk: Citigroup is more likely to redeem when prevailing rates fall below the 5 % coupon, capping investor upside and reinvestment potential.
• Credit & TLAC bail-in risk: In a resolution, losses are imposed first on shareholders and then on senior creditors; the notes may be bailed-in before other liabilities.
• Liquidity risk: No exchange listing and CGMI may discontinue making a market at any time.
• Price performance: Immediate secondary prices will include a temporary upward adjustment that amortises to zero over four months; early sellers may realise losses.
• Tax uncertainty: A future assumption of the notes by a Citigroup subsidiary could constitute a taxable modification, though Citigroup believes it should not.

Proceeds will be used for general corporate purposes and to hedge the issuer’s obligations. The offering is routine funding activity rather than a transformational event, but the 5 %+ coupon may appeal to yield-focused fixed-income investors willing to accept liquidity and call risks.

Form 4 filing overview – The Hanover Insurance Group, Inc. (THG)

Executive Vice President Jeffrey M. Farber reported a routine, non-open-market acquisition of THG common stock on 27 June 2025. The transaction reflects the automatic issuance of 51.978 restricted stock units (RSUs) representing dividend-equivalent rights under the company’s 2022 Long-Term Incentive Plan. The RSUs were acquired at a stated price of $0.00 because they are dividend equivalents rather than market purchases. These units will vest on the third anniversary of the original RSU grant to which they relate.

Following this accrual, Farber’s direct beneficial ownership rises to 45,942.68 shares of THG common stock. No derivative securities were transacted, and no sales were reported.

Investment significance

• The filing signals continued equity alignment by a senior executive, yet the incremental 52-share increase (≈0.1% of his holdings) is immaterial in absolute and relative terms.
• Because the RSUs stem from routine dividend accruals and carry a standard three-year vesting schedule, the event is considered administrative rather than directional.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing SPX Dual Directional Buffered Participation Securities maturing on August 1, 2030. The note’s performance is linked to the S&P 500 Index (SPX) and offers both upside participation and limited protection against moderate declines.

• Upside mechanics: Investors receive 100% of any index gain, capped by a maximum payment of 147.5%–152.5% of principal (≈ $1,475–$1,525).
• Downside mechanics: A 20% buffer absorbs the first 20% of index losses. Within this range, the note pays an amount equal to the absolute return (e.g., –10% SPX = +10% payout). Losses beyond –20% are borne on a 1-for-1 basis, up to an 80% maximum loss.
• Key dates: Pricing 7/28/2025, single observation 7/29/2030, maturity 8/1/2030.
• Issue price: $1,000; estimated value: ≈ $926.70 (reflects dealer margin and hedging costs).
• Credit & liquidity: Payments depend on Morgan Stanley’s credit. The securities are unlisted, and secondary trading may be limited.

The offering is made under Registration Statement Nos. 333-275587 and 333-275587-01, via preliminary pricing supplement No. 9,061. Prospective investors should review the detailed risk factors and tax considerations before investing.