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UBS AG has filed a Rule 424(b)(2) Pricing Supplement for a $2.849 million issuance of Trigger Callable Contingent Yield Notes due 18 July 2030. The notes are unsecured, unsubordinated obligations of UBS AG London Branch and are linked to the least-performing of three equity indices鈥攖he Dow Jones Industrial Average (INDU), Nasdaq-100 Technology Sector Index (NDXT) and Russell 2000 (RTY).

Key financial terms

• Principal: $1,000 per note.
• Contingent coupon: 8.85% p.a. (paid monthly as $7.375) if all three indices close 鈮� 70 % of initial level (鈥渃oupon barrier鈥�); otherwise no coupon.
• Issuer call: Permitted on any monthly observation date after 6 months; if called, holders receive par plus accrued coupon.
• Downside protection: At maturity, full principal is repaid only if each index 鈮� 70 % of initial (鈥渄ownside threshold鈥�). Otherwise, redemption equals par multiplied by the worst-performing index return, exposing investors to up to 100 % principal loss.
• Issue price vs. estimated value: $1,000 vs. UBS internal estimate of $964.20 (reflecting fees and hedging costs).
• Settlement: T+3 trade date 14 Jul 2025; maturity 18 Jul 2030.

Risk highlights

• Coupon and principal are contingent; investors may receive no income and could lose all capital.
• Credit exposure to UBS AG; notes are not FDIC-insured.
• No exchange listing; secondary liquidity depends on dealer support and may be at a significant discount.
• Correlation risk: performance determined by the weakest index.
• UBS has discretion to redeem early, creating reinvestment risk when coupons are most attractive.

Use of proceeds & materiality

The $2.8 million size is immaterial to UBS鈥檚 capital structure but offers the bank low-cost funding. For investors, the notes provide above-market headline yield in exchange for high equity-market and issuer credit risk.

UBS AG is marketing unsecured, unsubordinated Trigger Callable Contingent Yield Notes linked to the least-performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. The instruments have an expected 3-year term (trade date 25 Jul 2025; maturity 28 Jul 2028) but can be called monthly at the issuer鈥檚 sole discretion beginning after three months. Investors receive:

• Contingent monthly coupons of 13.65% p.a. (鈮� 1.1375% per month) only if the closing level of each index is 鈮� 80 % of its initial level on the relevant observation date.
• Par redemption at maturity if the notes are not called and every index closes 鈮� 80 % of its initial level on the final valuation date.
• Loss of principal proportional to the worst-performing index if any index closes < 80 % of its initial level at maturity; investors could lose the entire $1,000 principal.

Structural terms: Issue price $1,000; estimated initial value $961.10鈥�$991.10 (reflects fees, hedging costs and UBS鈥檚 funding spread); underwriting discount $5.00 per note; CUSIP 90309KFC3. The notes will not be listed, and secondary liquidity depends on UBS Securities LLC, which may cease market-making at any time.

Key risks outlined include: contingent, non-guaranteed coupons; full downside market exposure below the 80 % threshold; issuer call reinvestment risk; correlation risk among the three indices; credit risk of UBS AG; and limited secondary market. Tax treatment is uncertain; UBS intends to treat the notes as prepaid derivative contracts with ordinary income on coupons.

These notes suit investors who can tolerate equity-type downside, accept potential loss of principal, and seek high contingent income with exposure to large-, mid- and small-cap U.S. equities. They are inappropriate for investors requiring principal protection, assured income, or active secondary liquidity.

MRC Global Inc. (MRC) filed an 8-K on July 14, 2025 to inform investors that the company will publish its second-quarter 2025 financial results before the market opens on August 6, 2025. Because of the pending combination with DNOW Inc., management will not host a conference call or webcast to discuss the results. A copy of the related press release is included as Exhibit 99.1.

No preliminary financial figures, guidance revisions or additional transaction details were disclosed in the filing.

Toronto-Dominion Bank (TD) is offering Capped Leveraged Buffered Notes (Series H) linked to the S&P 500庐 Index (SPX) maturing 19 July 2027. Each $1,000 Note:

• Upside participation: 200% of any positive Index return, capped at a Maximum Redemption Amount of $1,233 (23.3% gross return).
• Downside protection: A 10% buffer shields investors if the Index falls 鈮�10% from the 6,268.56 Initial Level. Falls >10% incur a 1-for-1 loss, exposing up to 90% of principal.
• No coupons: Investors receive only the redemption payment at maturity.
• Credit exposure: Notes are TD鈥檚 senior unsecured debt; repayment depends on TD鈥檚 creditworthiness and are not CDIC/FDIC insured.
• Pricing details: Public offering price $1,000; estimated fair value on pricing date $967.50鈥�$997.50, reflecting structuring and hedging costs. No underwriting discount, though TD Securities (USA) LLC (TDS) receives selling-related fees and expense reimbursements.
• Key dates: Strike & Valuation Dates 14 July 2025 & 14 July 2027; Issue Date 18 July 2025; T+3 initial settlement.
• Liquidity: Unlisted; any secondary market will be solely at the discretion of TDS or affiliates and is likely to trade below issue price.
• Tax considerations: TD and holders will treat the Notes as prepaid derivative contracts for U.S. tax purposes; treatment is not certain. Section 871(m) dividend-equivalent withholding not expected but could change.

Risk highlights

• Principal at risk: 1% loss for every 1% Index decline beyond the 10% buffer, up to a 90% loss.
• Return cap: Investors forgo any Index appreciation beyond 11.65% (because 11.65% 脳 200% = 23.3% cap).
• Secondary-market discount: Estimated value already below issue price; bid/ask spreads, hedging unwind and dealer mark-ups could widen that discount.
• Conflict of interest: TDS acts as both agent and affiliate issuer; TD鈥檚 hedging and trading in SPX constituents may impact Note value.

The Notes suit investors who expect moderate (鈮�11.65%) S&P 500 gains over two years and who can tolerate significant downside and liquidity risk in exchange for 2-to-1 upside leverage within a capped range.

The Toronto-Dominion Bank (TD) is marketing a new U.S.$-denominated structured note 鈥� the Dual Directional Buffered Performance Leveraged Upside Securities ("Buffered PLUS") 鈥� linked to the Russell 2000 Index and maturing on 4 Aug 2027 (鈮�24 months).

Capital structure & pricing: Each note carries a stated principal of $1,000, issue price of $1,000 and will be issued as senior unsecured debt (Series H). Estimated initial economic value is $930-$965 (93-96.5 % of issue price), implying 3.5-7 % embedded costs. Distribution fees total $25 per note (2.5 %), split into a $20 sales commission and $5 structuring fee paid to Morgan Stanley Wealth Management.

Pay-off profile:

• Upside: 150 % participation in any positive index return, capped at a maximum gain of 18.45 % (payment at maturity limited to $1,184.50).
• Dual (absolute) feature: If the index ends 鈮� initial level but by no more than -15 %, investors receive an unlevered positive return equal to the absolute decline (max +15 %).
• Downside: Beyond the 15 % buffer, holders lose 1 % of principal for every 1 % additional drop, exposing them to a maximum loss of 85 %; minimum repayment is $150.

Key terms: Pricing date 31 Jul 2025; settlement 5 Aug 2025 (T+3 initial); valuation date 30 Jul 2027; no periodic coupons; not listed on any exchange; TD acts as calculation agent; CUSIP 89115HL39.

Main risks: (1) Principal at risk and upside capped; (2) Credit exposure to TD; (3) Secondary market expected to be illiquid and at a discount; (4) Estimated value below public price; (5) Complex tax treatment; (6) Small-cap index volatility. The structure suits investors comfortable with limited upside, moderate bearish tolerance (-15 %) and a short 2-year horizon who are willing to sacrifice dividends and accept TD credit risk.

Materiality for equity holders: The offering size is not disclosed; proceeds enhance TD鈥檚 wholesale funding but are immaterial to consolidated capital. For note purchasers, product economics and liquidity constraints are the primary considerations.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is marketing a 3-year Autocallable Contingent Coupon Security linked to the share performance of Advanced Micro Devices, Inc. (AMD). The note offers a contingent coupon of at least 10.75% p.a., paid quarterly only when AMD鈥檚 closing price on each valuation date is at or above a 60% coupon barrier. If AMD closes at or above its initial level on any quarterly valuation date (after the first six months), the note is automatically redeemed at par plus the current coupon.

At maturity, provided the note has not been autocalled, investors receive:

• Par ($1,000) if AMD鈥檚 final price is at or above the 60% final barrier.
• Par minus the full downside (1-for-1) if AMD finishes below the barrier, exposing investors to a potential 100% loss of principal.

The structure delivers no upside participation in AMD beyond the fixed coupons and embeds several notable risks: equity downside, coupon deferral, early redemption limiting income, Citi credit risk, liquidity constraints (no exchange listing) and uncertain U.S. tax treatment. The pricing supplement warns that the note鈥檚 estimated value on the pricing date will be below the issue price, reflecting selling concessions, hedging costs and dealer profit.

The Toronto-Dominion Bank (TD) filed a Form 424B2 pricing supplement for a new retail structured product: Leveraged Capped S&P 500庐 Index-Linked Notes, Series H. The senior unsecured notes have a term of 15-17 months and a minimum denomination of $1,000.

Return profile

• Upside: 200% leveraged participation in any positive S&P 500 performance, capped at a Maximum Payment Amount of $1,151.80-$1,178.00 (15.18-17.80% total return).
• Par return: If the index is flat at maturity, investors receive 100% of principal.
• Downside: 1-for-1 loss if the final index level is below the initial level; full principal is at risk.

Key terms

• Leverage factor: 200%
• Cap level: 107.59-108.90% of the initial index level
• Initial estimated value: $948.50-$978.50 per $1,000 note (94.85-97.85% of par), below the public offering price.
• Underwriting discount: $9.40 per note; net proceeds $990.60 per note.
• Agents: TD Securities (USA) LLC (lead) and Goldman Sachs & Co. LLC; the issue will not be listed on any exchange and market-making is not required.
• Credit: Payments are subject to TD鈥檚 credit risk; the notes are not FDIC- or CDIC-insured.

Risk disclosures emphasise:

• Full downside exposure to the S&P 500; potential total loss of principal.
• Limited upside due to the maximum payment amount.
• Secondary market liquidity likely to be thin; bid/ask spreads may be wide.
• Initial estimated value relies on TD鈥檚 internal funding rate, which differs from TD鈥檚 secondary-market credit spreads.

Use of proceeds is general corporate purposes; the transaction also diversifies TD鈥檚 wholesale funding while offering retail investors a short-dated, equity-linked note.

Toronto-Dominion Bank (TD) is offering senior unsecured Structured Investments titled 鈥淏uffered Performance Leveraged Upside Securities鈥� (Buffered PLUS) linked to the S&P 500庐 Index (SPX). The notes are expected to price on 31 July 2025, settle on 5 Aug 2025, and mature on 3 Feb 2028 (鈮�30&苍产蝉辫;尘辞苍迟丑蝉).

• Denomination: US$1,000 per note; minimum investment one note.
• Upside Participation: 200 % leverage on any positive index return, capped at a 21.40 % maximum gain (maximum payment US$1,214).
• Downside Exposure: 10 % buffer. If the SPX decline exceeds 10 %, investors lose 1 % of principal for each 1 % drop beyond the buffer, with a minimum redemption of 10 % of par; potential loss up to 90 %.
• Income: No coupon or dividend entitlement.
• Credit Risk: Payments rely solely on TD鈥檚 ability to pay; the securities are senior unsecured and not CDIC or FDIC insured.
• Secondary Market: Unlisted; TD Securities (USA) LLC may, but is not obligated to, make markets. Illiquidity and wide bid/ask spreads are expected.
• Fees & Estimated Value: Public offering price US$1,000; total selling concession/structuring fee US$30 (2 脳 25 bp + 50 bp). TD estimates the fair value on pricing will be US$925鈥揢S$960, below issue price due to internal funding rate, hedging costs and distributor compensation.
• Key Risks Highlighted: principal at risk, limited upside, market risk of SPX, TD credit risk, valuation disparity, potential conflicts of interest, tax uncertainty (U.S. & Canadian), and withholding considerations (FATCA, 搂871(m)).

These notes may appeal to investors with a moderately bullish view on the S&P 500 over 2陆 years who value 10 % downside protection and accept capped upside, illiquidity, and TD credit exposure. They are unsuitable for investors seeking principal protection, current income, or full participation in strong equity rallies.

Toronto-Dominion Bank (TD) is offering $500,000 aggregate principal amount of four-year, senior unsecured Contingent Barrier Digital Notes linked to the S&P 500庐 Index (SPX). The notes price on 11 July 2025, settle on 16 July 2025 and mature on 13 July 2029. Each note has a $1,000 face value and will not be listed on any exchange.

Return profile

• Digital Return: 31.85 %; if, on the 10 July 2029 valuation date, the SPX closing level is at or above the 80 % barrier (5,024.368), investors receive $1,318.50 per $1,000 note鈥攔egardless of how far the index has risen.
• Downside: If the final level is below the barrier, principal is eroded 1 % for every 1 % decline from the initial level (6,280.46). A 40 % index drop would yield $600; a 100 % drop results in total loss.
• No interim coupons, no participation above 31.85 %.

Key structural features & risk considerations

• Issuer credit risk: payments depend on TD鈥檚 ability to pay; notes rank pari-passu with TD鈥檚 other senior debt.
• Secondary liquidity: the notes will not be exchange-traded; TD Securities (USA) LLC may, but is not obliged to, make a market. Secondary prices are expected to be below the $1,000 offer price and may be below the modelled estimated value of $968.60.
• Pricing economics: offer price $1,000; underwriting discount $22.50 (2.25 %); net proceeds $977.50. The estimated value is based on TD鈥檚 internal funding rate and is lower than the public offer price.
• Barrier mechanics: a small move below the 80 % threshold converts a 鈮�31.85 % positive payoff into a linear loss, making the note sensitive to late-term market shocks.

Illustrative outcomes

• SPX +60 % 鈫� investor receives $1,318.50 (31.85 % gain).
• SPX -19 % 鈫� investor still receives $1,318.50.
• SPX -30 % 鈫� payout $700 (-30 %).

Distribution & conflicts: TD Securities is the agent and an affiliate of the issuer; J.P. Morgan Securities acts as placement agent. The deal is conducted under FINRA Rule 5121 (conflict of interest). Delivery is T+3; secondary trading on T+1 requires special settlement arrangements.

Material risk disclosures (selected):

• Lack of interim interest and limited upside relative to direct SPX exposure.
• Potential loss of entire principal below the barrier.
• Credit-spread changes and hedging activity may depress secondary prices.
• Complex U.S. and Canadian tax treatment; investors urged to consult tax advisers.

The offering is small relative to TD鈥檚 balance sheet and does not materially affect the bank鈥檚 capital structure, but may interest yield-seeking investors willing to accept credit and barrier risk in exchange for a capped return.