[Form 4] Bank of Marin Bancorp Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering four-year index-linked notes tied to the S&P 500, Russell 2000 and Nasdaq-100 indices.

• Pricing Date: 28 July 2025   Maturity: 2 Aug 2029 (Observation Date 30 July 2029)
• Denomination: $1,000 minimum
• Participation Rate: 150% of the Least Performing Index Return
• Maximum Amount (Cap): at least $287.50 per $1,000 (28.75% total return); actual cap to be set on pricing date
• Redemption: At maturity investors receive principal plus the Additional Amount, which is floored at zero and capped by the Maximum Amount. Principal is protected only if the issuer and guarantor remain solvent.
• Estimated Value: not less than $900 per $1,000 note at pricing, reflecting fees and the issuer’s internal funding rate.
• CUSIP: 48136FDT6   Preliminary Pricing Supplement

Illustrative payoff: a 20% rise in the worst-performing index produces the capped 28.75% return; any positive return above 19.16667% is also capped. Flat or negative index performance results in repayment of only the $1,000 principal.

Key risks highlighted by the issuer include (i) credit risk of JPMorgan entities, (ii) limited upside due to the cap, (iii) exposure to the worst-performing index, (iv) lack of interim interest or dividends, (v) secondary-market illiquidity and pricing below intrinsic value, and (vi) uncertain tax treatment.

Positive

• 150% participation in the worst-performing index, providing leveraged upside versus direct equity exposure until the cap is reached.
• Full principal repayment at maturity (absent issuer default) offers downside protection relative to direct equity investments.
• Diversification across three major indices (large-cap, small-cap and tech-heavy) mitigates single-index concentration risk.

Negative

• Upside capped at 28.75%+, materially limiting returns if equity markets outperform over the four-year term.
• Unsecured credit exposure to JPMorgan entities; repayment depends on the bank’s solvency at maturity.
• No interim income: investors forgo dividends and receive no coupons, reducing total return versus benchmark indices.
• Secondary-market liquidity is uncertain; dealer repurchase is discretionary and may involve substantial discounts.
• Estimated value (≥$900) signals an immediate economic loss of up to 10% relative to issue price.

Insights

Structured Products Analyst

TL;DR – Equity-linked note offers 150% leverage but caps gains at ≈29%, leaving risk/return profile broadly neutral.

The note provides enhanced exposure to three major equity benchmarks with 150% participation, yet the effective yield is limited by a cap set no lower than 28.75%. That ceiling is reached once the worst index appreciates about 19.17%, curtailing further upside. While principal is scheduled to be repaid, investors bear unsecured credit exposure to JPMorgan Chase, rated A/A-, and receive no coupons or dividends for four years. The estimated value (≥90% of face) implies a fairly typical 1%–2% distribution/hedging cost for retail notes. Liquidity is dealer-driven and could involve a meaningful discount if sold prior to maturity. Overall, the structure suits investors seeking modest, defined equity participation with downside protection limited to issuer default.

Credit & Risk Analyst

TL;DR – Credit risk and liquidity constraints offset capital return promise; impact neutral to mildly negative.

The obligation is senior, unsecured debt of JPMorgan Chase Financial Co. LLC, guaranteed by JPMorgan Chase & Co. Although the bank’s credit profile is strong, any downgrade or stress event could impair secondary-market pricing. The 10% discount between issue price and estimated value signals expected frictional costs and funding spread. Lack of periodic coupons and reliance on the least-performing index increase holding risk. Potential conflicts arise because JPMorgan both structures and hedges the notes. Given these factors, the product is best viewed as a hold-to-maturity instrument; its marketability under adverse conditions is uncertain.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sobel Brian M

(Last) (First) (Middle)

504 REDWOOD BLVD., SUITE 100

(Street)

NOVATO CA 94947

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bank of Marin Bancorp [ BMRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		J(1)		992	A	$24.05	32,922	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares received in payment of Director Fee

	/s/ Krissy Meyer, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the maturity date of the VYLD structured notes?

The notes mature on August 2, 2029, with a single observation date on July 30, 2029.

How much upside can investors earn on JPMorgan's VYLD notes?

The Maximum Amount is at least $287.50 per $1,000 note, capping total return at roughly 28.75%.

What participation rate applies to the VYLD notes?

Investors receive 150% of the Least Performing Index Return, subject to the cap and a zero floor.

Is principal protected on the VYLD structured notes?

Principal is scheduled to be repaid in full at maturity, but only if JPMorgan Financial and its guarantor remain creditworthy.

What is the estimated value at issuance for the VYLD notes?

JPMorgan estimates the value will be not less than $900 per $1,000 note, reflecting fees and funding costs.

Do the VYLD notes pay dividends or coupons during the term?

No. The notes pay no interest or dividends; all return, if any, is delivered at maturity.