Braemar Hotels & Resorts Inc SEC Filings

JPMorgan Chase Financial Company LLC is offering Buffered Callable Range Accrual Notes linked to the S&P 500® Index maturing on 31 July 2030. The notes are senior, unsecured obligations of the issuer and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Investors purchase the notes in $1,000 increments; pricing is expected on 28 July 2025 with settlement on 31 July 2025.

Coupon mechanics. Interest accrues monthly at a variable rate determined by the following formula: Interest Rate = 5.90% × (Variable Days / Actual Days). “Variable Days” are trading days during which the S&P 500 closes at or above 85% of the initial index value (the “Minimum Index Level”). If the index is below that threshold for an entire period, the rate is 0%. The rate is capped at 5.90% and floored at 0.00% per annum. Payments are made on the last business day of each month, beginning 29 August 2025.

Principal repayment. At maturity, holders receive par only if the S&P 500 final value is at or above the Buffer Level (85% of initial). Otherwise, investors lose 1% of principal for every 1% the index is below the buffer, exposing them to a maximum loss of 85% of principal. Hypothetical examples show repayment ranging from $1,000 (no loss) down to $150 per $1,000 note in a full-drawdown scenario.

Issuer call option. JPMorgan may redeem the notes monthly, beginning 31 July 2026, at 100% of principal plus accrued interest. Early redemption would truncate the investor’s upside and create reinvestment risk.

Pricing economics. Indicative selling commissions are approximately $35 per $1,000 note (not to exceed $40). The estimated value, if priced today, is roughly $939.80, at least 6% below the expected issue price, reflecting fees, hedging costs and the bank’s internal funding rate. The final estimated value will not be less than $900 per $1,000.

Key risks. 1) Credit exposure to both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; 2) market loss of up to 85% if the S&P 500 drops below the buffer; 3) variable coupon that may be 0% for extended periods; 4) issuer’s right to call the notes, limiting upside; 5) secondary-market liquidity likely thin, with prices expected below par; 6) tax treatment uncertain—issuer intends to treat the notes as income-bearing prepaid derivative contracts.

These notes suit investors seeking enhanced income relative to traditional debt, willing to trade equity-linked risk, coupon variability and call risk for a capped coupon and limited principal protection.