AG真人官方

Thermo Fisher Scientific Inc. (TMO) filed a Form 4 on July 1, 2025 disclosing that director Jennifer M. Johnson was credited with 76.54 phantom stock units on June 28, 2025 under the company鈥檚 Deferred Compensation Plan for Directors. The units, valued at $408.28 each, convert to common stock on a 1-for-1 basis when the director leaves the board or upon a change of control. After the credit, Johnson holds 474.05 stock-equivalent units, all recorded as direct ownership.

The transaction represents routine deferral of quarterly board retainer fees rather than an open-market purchase or sale. With an estimated market value of roughly $31 thousand, the filing is financially immaterial relative to Thermo Fisher鈥檚 multi-billion-dollar market capitalization. No options were exercised, no common shares were sold, and the company鈥檚 share count and cash position remain unchanged. The filing nevertheless reinforces incentive alignment by tying a portion of Johnson鈥檚 compensation to future shareholder returns.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker C), is offering $7.774 million of Contingent Income Callable Securities due 1-Jul-2027. The notes are linked to the worst performing of three U.S. equity indices: Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX).

Coupon mechanics: Investors may receive a quarterly contingent coupon of 2.5375% (10.15% p.a.) when, on every trading day in the observation period, no index closes below its Coupon Barrier (70 % of the initial level). A single intraperiod breach cancels that quarter鈥檚 coupon.

Downside & principal repayment: At maturity, if the final level of the worst performing index is at or above the Downside Threshold (also 70 % of the initial level), the holder is repaid the full $1,000 principal plus any final coupon. If it is below 70 %, principal is reduced 1-for-1 with the index loss (e.g., 鈥�40 % index return 鈬� $600 repayment). There is no minimum redemption value; principal can be completely lost.

Issuer call feature: Citigroup may redeem the notes in full on any quarterly Potential Redemption Date (first date 2-Oct-2025) with three business-day notice. Early redemption pays $1,000 plus the corresponding coupon and terminates future coupons.

Credit & valuation: The notes are senior, unsecured obligations of Citigroup Global Markets Holdings Inc. and carry Citigroup Inc.鈥檚 full guarantee鈥攑ayments depend on the group鈥檚 creditworthiness. Estimated value on the pricing date is $977 per note, $23 below the $1,000 issue price, reflecting structuring/hedging costs and internal funding rate. CGMI acts as underwriter, collects a $20 fee per note, pays $15 selling concession and $5 structuring fee to Morgan Stanley Wealth Management. No exchange listing is planned; secondary liquidity will rely on CGMI鈥檚 discretionary market-making.

Key parameters: Initial index levels鈥擭DX 22,534.20; RTY 2,172.526; SPX 6,173.07. Barrier/threshold levels are 70 % of each initial level. CUSIP 17333KEA1; pricing date 27-Jun-2025; issue date 2-Jul-2025; final valuation 28-Jun-2027; maturity 1-Jul-2027.

Investor profile: Suitable only for sophisticated investors comfortable with equity-index risk, issuer credit exposure, potential illiquidity, and asymmetric return (high coupons but no upside participation and full downside beyond 30 % decline).

The Bank of Nova Scotia (BNS) is offering $7.418 million of Partial Principal at Risk Securities linked to the S&P 500庐 Index, issued under its Senior Note Program, Series A. The six-year notes price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 3 Jul 2031. Each $1,000 security:

• No coupon; investors forgo dividends on the underlying index.
• Upside: 100% participation in positive index performance, capped at a 64.89 % gain (maximum payment $1,648.90).
• Downside: 1-for-1 loss if the index is below its initial level, but losses are limited by a minimum payment of 95 % of principal ($950). Maximum loss is therefore 5 %.
• Initial index value: 6,204.95 (SPX close 30 Jun 2025); valuation date: 30 Jun 2031.
• Credit exposure: Senior unsecured, subject to BNS default risk; not CDIC/Fed-insured and not bail-inable.

The issue price equals par, but BNS鈥� estimated value is $949.50, reflecting selling commissions ($30) and a structuring fee ($5) paid to Morgan Stanley Wealth Management. The economic cost to investors is therefore ~5 % above the bank鈥檚 internal model value. Scotia Capital Inc. acts as calculation agent and market-maker but is not obliged to provide secondary liquidity; the notes are unlisted.

Investor profile: suitable only for investors who can hold to maturity, are comfortable with BNS credit risk, accept tax treatment as contingent payment debt instruments (CPDI) that generates annual OID income, and are willing to exchange potential unlimited equity upside and dividend income for a capped 64.89 % return and limited 5 % downside.

Key risks: credit risk of BNS, illiquidity, price may trade below par before maturity, complex U.S./Canadian tax rules, and the embedded fee spread between issue price and estimated value. The $7.4 million size is immaterial to BNS鈥� capital structure and earnings.

Bluerock Homes Trust, Inc. (NYSE American: BHM) has filed an amended Form 8-K (8-K/A) to provide audited and pro forma financial statements connected to its April 28, 2025 acquisition of Southern Pines Reserve, a 272-unit multifamily community in Aberdeen, NC.

Transaction structure

• Purchase price: $56.6 million.
• Financing: (i) $30.7 million senior mortgage loan at a fixed 5.13% rate maturing 5/1/2035; (ii) $20.0 million draw on KeyBank revolving credit facility; (iii) $2.0 million capitalized acquisition costs, including $1.4 million related-party fee.

Property performance (stand-alone)

• Year ended 12/31/24 rental revenue: $4.922 million; operating expenses: $1.566 million; revenue in excess of certain expenses: $3.356 million.
• Unaudited Q1-25 rental revenue: $1.211 million; operating expenses: $0.400 million; excess: $0.811 million.
• Fire on 2/8/25 destroyed eight units, reducing unit count from 280 to 272; purchase price and pro forma data adjusted accordingly.

Pro forma impact on BHM

• Balance sheet (3/31/25): Total assets rise by $49.6 million to $1.014 billion; net real estate investments grow to $734.6 million. Debt increases by $49.6 million (mortgages + credit facility).
• Q1-25 operations: Rental revenue up $1.19 million to $17.10 million; depreciation, interest and fees add costs, resulting in incremental net loss attributable to common stockholders of $0.07 million (loss widens to $(2.60) million).
• FY-24 operations: Rental revenue up $4.78 million; net loss attributable to common stockholders deepens by $0.86 million to $(5.09) million.

Key considerations for investors

• The acquisition expands BHM鈥檚 multifamily footprint and is expected to be immediately revenue-accretive but not yet earnings-accretive due to higher depreciation and financing costs.
• Fixed-rate mortgage provides interest-rate visibility, while near-term credit-facility borrowing introduces refinancing risk after one year.
• Loss of eight units highlights property-specific risk, but purchase price was adjusted and insurance outcomes are not disclosed.
• Related-party acquisition and asset-management fees create potential governance and cost scrutiny.

Greif, Inc. (NYSE: GEF) has entered into a definitive agreement to divest its entire containerboard business鈥攈eld through Greif Containerboard Solutions, LLC (GCS) and Box-Board Holding Corporation (BBH)鈥攖o Packaging Corporation of America (PCA) for $1.8 billion in cash, subject to customary adjustments. The transaction was executed on June 30, 2025 and disclosed via Form 8-K on July 1, 2025.

Under the Purchase and Sale Agreement, Greif Packaging LLC (the 鈥淪eller鈥�) will first contribute all containerboard assets鈥攎ills, sheet feeder facilities, equipment and related items鈥攖o GCS. PCA will then acquire 100 % of the Seller鈥檚 equity interests in both GCS and BBH. Closing is conditioned on standard requirements, most notably the expiration or early termination of the Hart-Scott-Rodino (HSR) antitrust waiting period.

Outside Date & Termination: Either party may terminate if closing has not occurred by June 30, 2026, with up to two 90-day extensions available (one mutual, one at Greif鈥檚 option). Additional termination rights exist for mutual consent, non-appealable governmental prohibition, or uncured breaches of representations, warranties or covenants by either party.

The filing cautions investors not to rely solely on the representations and warranties within the agreement for factual determinations, noting that conditions may change over time. A related press release dated July 1, 2025 (Exhibit 99.1) announces the divestiture, and the full Agreement is furnished as Exhibit 10.1.

Strategic Implications: If completed, the sale will bring a substantial influx of cash and marks Greif鈥檚 exit from the containerboard segment, potentially reshaping its product portfolio toward remaining industrial packaging operations. However, completion risk remains until all regulatory and contractual conditions are met.