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Stagwell Inc. (STGW) â€� Form 4 insider transaction

Director Eli Samaha elected to take his Q2-2025 board fee in equity rather than cash, receiving 4,444 fully-vested Class A shares on 01-Jul-2025. The implied conversion of a US$20,000 fee equates to an estimated price of roughly $4.50 per share (based on the prior-day close). Following the grant, Samaha’s direct ownership rises to 134,281 shares. In addition, he continues to indirectly control 8,014,322 shares through funds managed by Madison Avenue Partners, LP, for which he serves as managing partner. The transaction is coded “A� (acquisition) and reflects routine non-cash director compensation rather than an open-market purchase. No derivative securities were reported.

The filing modestly increases insider ownership but does not represent a material capital commitment or signal a directional view on the company’s valuation.

Bitcoin Depot Inc. (Nasdaq: BTM) has filed a shelf registration statement on Form 424B5 allowing it to issue up to $100 million in securities, including Class A common stock, preferred stock, warrants and/or units, in one or more offerings. Specific terms, pricing and underwriters will be disclosed in future prospectus supplements.

Capital structure & potential dilution: The company currently has 22,555,710 Class A shares outstanding, 41,193,024 Class M shares (10 votes per share) controlled by the CEO, and 43,848,750 warrants exercisable at $11.50 until June 30 2033. Any issuance under the shelf could materially increase the public float and dilute existing holders, though proceeds will fund “general corporate purposes.â€�

Business snapshot: Bitcoin Depot operates the largest Bitcoin ATM (BTM) network in North America with 8,483 kiosks and BDCheckout access in 10,926 retail locations as of March 31 2025. Q1 2025 revenue was $164.2 million, up from $138.5 million in Q1 2024, yet the company notes a 9.7 % revenue decline on a trailing-twelve-month basis despite a 15.7 % rise in Bitcoin prices, underscoring limited correlation between revenue and crypto price movements.

Key relationships & competitive position: The firm is the exclusive BTM provider for approximately 900 U.S. and Canadian Circle K stores and also licenses its BitAccess processing software to third-party operators, generating recurring software revenue.

Risk highlights (summarised from filing):

• High dilution risk from additional equity or equity-linked issuances.
• Complex, multi-class share structure with super-voting Class M and Class V shares.
• Regulatory, competitive and litigation uncertainties outlined under “Risk Factors.â€�

Trinity Capital Inc. (Nasdaq: TRIN) filed a Form 8-K disclosing that on June 26, 2025 it executed an Underwriting Agreement with Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, acting for several underwriters, to issue and sell $125 million aggregate principal amount of 6.750% senior unsecured notes due 2030 (the “Notesâ€�).

The Notes are being offered under the company’s effective shelf registration statement on Form N-2 (File No. 333-275970) and related prospectus supplements dated June 26, 2025. Closing is scheduled for July 3, 2025.

The agreement contains customary representations, warranties, covenants, indemnification and contribution provisions. Exhibit 1.1 provides the full Underwriting Agreement; Exhibit 104 contains the Inline XBRL cover-page data.

No other material events were reported. The filing does not constitute an offer or solicitation where prohibited by law.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing five-year, auto-callable “Worst-of� Jump Securities linked to the Dow Jones Industrial Average (INDU), Nasdaq-100 (NDX) and Russell 2000 (RTY).

• Issue price: $1,000 per security; estimated value: $956.70 (â‰�4.3% below issue price).
• Auto-call feature: If on the first determination date (5 Aug 2026) each index closes at or above its initial level, the note is redeemed early for $1,197.50-$1,227.50 (â‰�+20-23%) and terminates.
• Participation: 150% of any positive performance of the worst-performing index, payable at maturity if not auto-called.
• Protection: Principal is returned in full provided the worst index does not fall below its 70% downside threshold (-30%) on the final observation date. Below that level, repayment is reduced 1-for-1 with the index decline (e.g., -40% worst index â‡� $600).
• Maturity & key dates: Pricing 31 Jul 2025; final determination 31 Jul 2030; maturity 5 Aug 2030; CUSIP 61778NCG4.

The securities do not pay periodic interest, are unsecured and unsubordinated MSFL obligations, and will not be listed. Investors face credit risk, market risk, liquidity constraints, and potential tax complexity. The worst-of structure amplifies downside exposure and caps upside via auto-call.

Bank of Montreal (BMO) is offering US$425,000 of Senior Medium-Term Notes, Series K � “Digital Return Buffer Notes� � maturing 3 August 2026. The notes are linked to the worst performer of three U.S. equity benchmarks: the S&P 500, NASDAQ-100 and Russell 2000 (each a “Reference Asset�).

Key economic terms:

• Digital Return: 10.40% payable at maturity if the closing level of the Least Performing Reference Asset on 29 July 2026 (the Valuation Date) is â‰� 85% of its 27 June 2025 Initial Level (“Digital Barrierâ€�).
• Buffer: first 15% downside is absorbed. If the Least Performing Reference Asset drops >15%, principal is reduced point-for-point beyond the buffer, exposing investors to a maximum loss of 85%.
• No periodic coupons; single payment at maturity.
• Issue price: 100%; agent’s commission 0.375%; estimated initial value: $981.99 per $1,000, reflecting embedded fees and hedging costs.
• Credit exposure: unsecured, unsubordinated obligations of BMO; CUSIP 06376EMN9; not FDIC or CDIC insured; not exchange-listed.

Illustrative payouts: any Final Level � 85% triggers a fixed $1,104 per $1,000 note (10.40% gain). A Final Level of 80% returns $950 (-5%); 60% returns $750 (-25%); 0% returns $150 (-85%). Upside is capped at 10.40% irrespective of index performance.

Risk considerations include potential loss of up to 85% of principal, limited upside versus direct index exposure, secondary-market illiquidity (no listing; dealer market making discretionary), BMO credit risk, tax uncertainty (treated as prepaid derivative contracts), and a price-to-public that exceeds the bank’s modeled value.

The product may appeal to investors with a moderately bullish to sideways view on large-, mega- and small-cap U.S. equities over the next ~13 months who are willing to trade upside beyond 10.40% for a 15% buffer and accept issuer credit and liquidity risk.

Astec Industries, Inc. (NASDAQ: ASTE) filed an 8-K to report the July 1, 2025 closing of its $245 million cash acquisition of TerraSource Holdings, LLC. The purchase was effected through a Membership Interest Purchase Agreement signed on April 28, 2025 and was completed on a cash-free, debt-free basis, subject to customary post-closing adjustments.

To fund the deal and strengthen liquidity, Astec simultaneously entered into a new $600 million senior secured credit agreement with Wells Fargo as administrative agent. The facilities comprise revolving, term-loan, swingline and letter-of-credit tranches, plus an incremental accordion of up to $150 million. Proceeds from the term loan, combined with cash on hand, financed the acquisition, repaid all borrowings under the company’s prior $250 million revolver (terminated at closing), and covered transaction fees.

Key financing terms: (i) maturity on July 1, 2030; (ii) borrower option of Term SOFR +1.75%-2.75% or Base Rate +0.75%-1.75%, with pricing and commitment fees (0.15%-0.35%) tied to the company’s Consolidated Total Net Leverage Ratio; (iii) secured guarantees from U.S. domestic subsidiaries. Covenants require a Net Leverage Ratio â‰�3.50× (up to 4.00× following certain acquisitions) and an Interest Coverage Ratio â‰�2.50×, alongside customary negative covenants and change-of-control repayment triggers.

Astec intends to file the required historical and pro forma financial statements for TerraSource within 71 days. A press release announcing the closing was furnished under Item 7.01.

The transaction materially expands Astec’s business while increasing funded debt and related covenant obligations, making the development impactful to investors.

Everi Holdings Inc. (EVRI) filed Post-Effective Amendment No. 1 to twelve prior Form S-8 registration statements covering an aggregate of approximately 48.6 million shares of common stock reserved for various equity compensation plans dating back to 2006. The amendment formally deregisters all unsold shares under those statements.

The action follows the 1 July 2025 closing of a multi-party transaction in which funds managed by affiliates of Apollo Global Management (through Voyager Parent, LLC) simultaneously acquired Everi and International Game Technology PLC’s Gaming & Digital business:

• IGT transferred its Gaming & Digital assets to Ignite Rotate LLC ("Spinco") and related liabilities (the “Separationâ€�).
• Buyer purchased all Spinco units and IGT Canada Solutions ULC shares.
• Voyager Merger Sub, Inc. merged with and into Everi, making Everi a wholly owned subsidiary of Buyer (the “Mergerâ€�).

Because Everi’s common stock will be delisted and deregistered under Section 12(b) of the Exchange Act, the company is terminating all outstanding securities offerings. Upon effectiveness of this filing, no shares remain registered for sale under the referenced S-8 statements.

Vir Biotechnology, Inc. (VIR) â€� Form 144 filing overview

The filing discloses a proposed secondary sale of 66,000 common shares of Vir Biotechnology under Rule 144. The shares were originally acquired on 17 Jan 2017 as pre-IPO stock and are held in the name of an undisclosed insider (the form does not specify the individual or relationship to the issuer). Morgan Stanley Smith Barney LLC, Executive Financial Services, is listed as the broker for the transaction.

• Shares to be sold: 66,000
• Aggregate market value: US $332,640
• Planned sale date: 1 Jul 2025
• Total VIR shares outstanding: 138,238,003
• Percent of shares outstanding: ~0.05 % (66,000 ÷ 138,238,003)
• Exchange: NASDAQ

No sales by the filer have occurred within the prior three months, and the securities were not purchased with non-cash consideration according to the disclosure. The seller certifies awareness of no undisclosed material adverse information and acknowledges potential criminal liability for misstatements.

Given the modest size relative to VIR’s float and the absence of multiple tranches or recent insider selling, this notice is unlikely to have a material impact on the company’s capital structure or market dynamics. However, investors may monitor for additional filings that could signal a broader disposition program.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, intends to issue Fixed-Income Buffered Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (ticker SPXF40D4). The securities offer a fixed coupon of 7.00%-8.00% per annum paid monthly and mature on 1 August 2030, unless automatically redeemed earlier.

Auto-call feature: beginning 12 months after issuance and on each monthly determination date thereafter, the notes will be redeemed at par (plus the coupon) if the index closes at or above its initial level (100%). Once called, no further payments are due.

Downside protection: at maturity, investors receive full principal repayment so long as the index has not fallen by more than the 15% buffer. Below this threshold, repayment is reduced 1-for-1, exposing holders to up to an 85% maximum loss.

Pricing details: � Pricing date: 28 July 2025 � Settlement/Maturity: 1 Aug 2030 � Estimated value: $920.10 (± $55) per $1,000 face, reflecting issuance costs and Morgan Stanley’s internal models � CUSIP: 61778NBH3

Key risks called out by the issuer

• No participation in any index appreciation beyond par.
• Potential early redemption limits total coupon receipts.
• Full exposure to Morgan Stanley credit risk; MSFL has no independent assets.
• Index-specific risks: 4% annual decrement drag, leverage, short operating history (inception 30 Aug 2024).

Tax treatment and other detailed structural provisions are summarized in the preliminary pricing supplement (SEC link provided) and should be reviewed before investing.