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Shake Shack Inc. (SHAK) 鈥� Form 4 insider transaction

Chief Financial Officer Katherine Fogertey reported the sale of 2,693 Class A common shares on 7 July and 8 July 2025 under a Rule 10b5-1 trading plan adopted on 11 March 2025. The weighted-average sale prices ranged from $140.03 to $142.03 per share, generating gross proceeds of roughly $0.38 million. Following the transactions, Fogertey continues to own 32,495 shares directly. No derivative security activity was reported.

The filing reflects routine portfolio diversification by a senior executive rather than a change in company fundamentals. Nevertheless, investors often monitor insider sales鈥攅specially by financial officers鈥攆or potential sentiment signals. The continued sizable holding and pre-planned nature of the trades temper negative interpretation.

Shake Shack Inc. (SHAK) has received a Form 144 notice indicating that insider Katherine Fogertey plans to sell 4,695 Class A common shares through Goldman Sachs & Co. LLC. The planned transaction, valued at approximately $659,224.95, represents roughly 0.012 % of the company鈥檚 40.22 million shares outstanding and is expected to occur on or after 07 Jul 2025 on the NYSE.

The shares to be sold were acquired as compensation awards: 1,702 shares from performance awards (15 Nov 2021) and 2,993 shares from restricted-stock units (01 Mar 2022). Rule 144 disclosure shows no cash outlay because the stock was granted as part of employment compensation.

Fogertey has already sold 4,698 shares during the past three months across three transactions (13 Jun 2025, 12 Jun 2025, 13 May 2025) for combined gross proceeds of $595,232. Including the proposed sale, total recent dispositions amount to approximately 9,393 shares.

The filing signals continued insider monetization but involves a small fraction of outstanding equity, suggesting minimal direct market impact. Investors may nevertheless view the ongoing sales as a sentiment indicator, especially because they follow recent transactions of similar size.

Tevogen Bio Holdings Inc. (Nasdaq: TVGN) has filed a Rule 424(b)(5) prospectus supplement establishing a US$50 million at-the-market (ATM) equity program through A.G.P./Alliance Global Partners. Under the July 3 2025 Sales Agreement, A.G.P. will act as sales agent on a best-efforts basis and receive a 3.0% commission on gross proceeds. No minimum drawdown is required and proceeds will not be placed in escrow.

The facility allows Tevogen to issue primary common shares (par $0.0001) from time to time at prevailing market prices. At the July 2 2025 closing price of US$1.25, management illustrates a scenario in which up to 40.0 million new shares could be issued, increasing basic shares outstanding from 184.4 million to 224.4 million (鈮�22% dilution).

Use of proceeds is intentionally broad: working capital, R&D (including ExacTcell鈩� and Tevogen.AI initiatives), capital expenditures, debt repayment, M&A, and other general corporate purposes. The company retains full discretion over timing and sizing of individual placements.

Balance-sheet impact & dilution. As of March 31 2025 Tevogen reported negative net tangible book value (NTBV) of US$(7.7)m, or US$(0.04) per share. Assuming the full US$50 million raise at US$1.25 per share (less 3% fees and estimated US$70k expenses) NTBV would improve to approximately US$40.7 million, or US$0.18 per share, implying immediate dilution of US$1.07 per share to new investors. Additional dilution is possible from: (i) 500k Series A and 4.54 m Series C preferred conversions; (ii) 1.14 m vested RSUs; and (iii) future financings.

Key risks disclosed include: substantial additional capital needs ahead of clinical and AI initiatives; potential constraints imposed by outstanding preferred stock and loan agreements; broad management discretion over proceeds; market overhang from continuous ATM issuance; and the possibility that financing may not be available on acceptable terms, jeopardising ongoing operations.

Strategic context. The facility provides funding flexibility without the execution risk or discount typically associated with overnight offerings, yet continuous issuance could pressure the share price given average trading volumes and the relatively low US$1.25 stock price. Operational execution in advancing TVGN 489 and other pipeline assets remains critical to justify ongoing dilution.

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering five-year S&P 500 Futures Excess Return Index Uncapped Accelerated Barrier Notes (CUSIP 48136FDM1). The notes are linked to the performance of the S&P 500庐 Futures Excess Return Index and require a $1,000 minimum denomination.

Key economic terms

• Pricing Date: 28 July 2025
• Maturity: 28 June 2030 (single Observation Date 25 June 2030)
• Upside Leverage Factor: 鈮� 1.71 (final level set on pricing date)
• Barrier Amount: 70% of the Initial Value
• Estimated Value: not less than $900 per $1,000 note, lower than issue price

Payment at maturity

• If the Final Value > Initial Value: principal + (principal 脳 Index Return 脳 Leverage Factor).
• If Final Value between Barrier and Initial (inclusive): full principal returned.
• If Final Value < Barrier: principal + (principal 脳 Index Return) 鈥� investors lose more than 30% and up to 100% of principal.

Illustrative total returns range from +111.15% (Index +65%) to 鈥�100% (Index 鈥�100%).

Risk highlights

• Principal risk: no principal guarantee below the 70% barrier.
• Credit risk: repayment depends on JPMorgan Chase Financial Company LLC and the guarantor JPMorgan Chase & Co.
• No coupons: investors receive no periodic interest.
• Liquidity: JPMS may repurchase in the secondary market but is not obligated; exit prices could be well below par.
• Structural complexities: index differs from spot S&P 500 due to futures roll, potential negative carry and trading halts.
• Estimated value gap: internal valuation is expected to be at least $900, reflecting upfront fees and hedging costs.
• Potential conflicts: JPMorgan acts as calculation agent, hedger and market-maker.

The offering is being made under an effective shelf registration statement; investors should review the prospectus, product supplement and preliminary pricing supplement before investing.