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Sanofi鈥檚 wholly owned subsidiary Rothko Merger Sub, Inc. has advanced its $129.00-per-share cash tender offer for Blueprint Medicines (BPMC) by clearing several key regulatory hurdles. The amendment to Schedule TO confirms that the 30-day Hart-Scott-Rodino (HSR) waiting period expired on 9 July 2025, satisfying the principal U.S. antitrust closing condition. In Europe, Phase I review in Austria lapsed on 8 July 2025, the German Federal Cartel Office granted clearance on 30 June 2025, and Italy鈥檚 Presidency of the Council of Ministers ruled on 25 June 2025 that the merger does not fall within the scope of its foreign-investment regime. These approvals materially de-risk deal execution.

The consideration remains $129.00 in cash plus a non-transferable contingent value right (CVR) of up to $6.00 per share, payable upon achievement of specified milestones. All other terms contained in the original Offer to Purchase dated 17 June 2025 are unchanged and incorporated by reference.

Litigation update: Two stockholder suits鈥擶illiams v. Blueprint Medicines Corp. and Phillips v. Blueprint Medicines Corp.鈥攚ere filed in New York State Supreme Court between 24鈥�25 June 2025, alleging disclosure deficiencies in the Schedule 14D-9 and seeking, among other remedies, to enjoin the transaction. In addition, 12 stockholders issued demand letters requesting supplemental disclosure. Sanofi notes that similar filings may not be publicly announced in the absence of new material allegations.

Implications for investors: With U.S. and major EU antitrust reviews completed, regulatory risk is substantially reduced, increasing the likelihood of successful close and realization of the $129 cash consideration (plus potential CVR). Ongoing shareholder litigation represents a standard M&A hurdle and is not uncommon; however, it could introduce incremental timing or cost risk.

Circle Internet Group, Inc. (CRCL) Form 4 filing 鈥� 07/01/2025 transactions by President & CLO Heath Tarbert

• Option exercise: Tarbert exercised 7,970 stock options at an exercise price of $25.09, paying the strike price in cash (Transaction Code M). The option originally granted on 09/02/2023 has a 10-year term and a standard 25% cliff/36-month monthly vesting schedule.
• Tax withholding: 5,555 Class A shares (Code F) were automatically withheld at a reported market value of $181.29 per share to satisfy federal tax obligations on previously vested RSUs.
• Post-transaction ownership: Tarbert now holds 85,144 shares outright, 558,207 shares underlying outstanding RSUs, and 931,998 unexercised options. His direct Class A common stock ownership increased to 643,351 shares.
• No sale of shares into the market was disclosed; cash payment for the option strike suggests a net increase in insider equity exposure.

The filing reflects routine equity-compensation activity rather than a strategic share sale or purchase and therefore carries limited immediate market impact.

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley (ticker MS), is marketing Worst-of INDU and SPX Dual Directional Market-Linked Notes maturing on August 1, 2030. The structured note allocates exposure to the worst performer of the Dow Jones Industrial Average (INDU) and the S&P 500 Index (SPX). Key economic terms include a 100% upside participation rate and a 100% 鈥渁bsolute return鈥� participation on index declines of up to 20%. Positive index performance is capped at 137-140% of principal (maximum cash payment $1,370-$1,400). If the worst performing index closes below the 80% knock-out level on the single observation date (July 29, 2030), principal is fully at risk; the payment then reflects only the indexed return, potentially below par. The notes do not pay coupons and are not listed on any exchange.

The preliminary estimated value is $938.10 per $1,000 note鈥攔oughly 6% below issue price鈥攈ighlighting built-in fees and hedging costs. Investors face issuer and guarantor credit risk, limited secondary liquidity, tax complexity and valuation determined by Morgan Stanley鈥檚 internal models. All payments occur at maturity and depend solely on the closing level of the worst index on the observation date; interim movements are irrelevant. The offering is made under Registration Statement Nos. 333-275587 and 333-275587-01, with pricing set for July 28, 2025.

Soleno Therapeutics insider Patricia C. Hirano, Senior Vice President of Regulatory Affairs, executed a planned transaction under Rule 10b5-1 on June 24, 2025. The transaction involved:

• Exercise of employee stock options for 266 shares at $44.25 per share
• Immediate sale of the acquired 266 shares at $84.25 per share
• Net gain of $40 per share on the transaction

Following the transactions, Hirano holds 17,036 shares directly, some in the form of restricted stock units (RSUs). Notable adjustments include a 10,000-share reduction from an internal holdings review. The transactions were executed according to a trading plan established on September 13, 2024, demonstrating compliance with insider trading regulations.

Soleno Therapeutics, Inc. (NASDAQ: SLNO) 鈥� Form 144 insider selling notice

The filing discloses that an affiliate鈥攊dentified in the past-three-month sales table as Patricia Hirano鈥攑lans to sell 266 common shares through Morgan Stanley Smith Barney on or about 24 June 2025. At the reference price used in the form, the transaction is valued at $22,410.50. The shares were obtained the same day via a stock-option exercise; therefore no new shares will be issued and the sale represents just 0.0005 % of the 50.39 million shares outstanding.

The more material information is the history of insider sales included in the filing. In the preceding three months Ms. Hirano executed 14 separate sales totaling 鈮�160,097 shares for 鈮�$11 million in gross proceeds. The proposed 266-share sale appears to be a continuation of that pattern. No reference is made to a pre-arranged Rule 10b5-1 trading plan, although the form provides the option to disclose such a plan.

Investor takeaways:

• The imminent sale is immaterial in isolation, but the cumulative selling pace may raise questions about insider sentiment.
• No new dilution: the transaction merely transfers already-issued shares from an insider to the public market.
• No operational, earnings or strategic information is provided; the filing is limited to insider-trading disclosure.