[144] CarGurus, Inc. SEC Filing

Rhea-AI Filing Summary

Offering overview: JPMorgan Chase Financial Company LLC is marketing Uncapped Buffered Return Enhanced Notes due June 30, 2028 that are linked to the lesser-performing of two ETFs – the iShares MSCI EAFE ETF (EFA) and the SPDR S&P MidCap 400 ETF Trust (MDY). Payments are fully and unconditionally guaranteed by JPMorgan Chase & Co.; the notes are senior, unsecured and unsubordinated obligations.

Key economic terms:

• Upside Leverage Factor: at least 1.31× on any positive performance of the lower-returning ETF; upside is uncapped.
• Buffer Amount: 25 % – first 25 % of any negative move in either ETF is absorbed before principal is hit.
• Downside: investors lose 1 % of principal for every 1 % that the worse-performing ETF falls beyond the 25 % buffer, up to a maximum 75 % loss.
• Pricing Date: on/about 27-Jun-2025; Maturity: 30-Jun-2028 (3-year term).
• Estimated value (if priced today): US$ 975.50 per US$ 1,000 note; final estimated value will not be less than US$ 900.
• Minimum investment: US$ 1,000; CUSIP 48136E3M5.

Investor considerations:

• No periodic coupon or dividend; total return realised only at maturity.
• Exposure to JPMorgan credit risk; repayment depends on both issuer and guarantor.
• Liquidity expected to be limited – notes are not exchange-listed and any resale depends on dealer willingness.
• Price to public includes selling commissions (max US$9.50 per US$1,000) and hedging costs, creating an initial value gap versus fair value.
• Product is taxed as an “open transaction”; potential constructive-ownership and Section 871(m) issues require specialist tax advice.

Strategic fit: The notes suit investors who are moderately bullish on developed ex-US and U.S. mid-cap equities over a three-year horizon, want leveraged upside and partial downside protection, can tolerate loss of up to 75 % of capital, and do not need liquidity or current income.

Positive

• Uncapped 1.31× upside participation on the weaker of two diversified equity indices provides leveraged growth potential.
• 25 % downside buffer protects against moderate market drawdowns at maturity.
• Full JPMorgan Chase & Co. guarantee enhances credit profile versus lesser-rated issuers.

Negative

• Principal loss up to 75 % once either ETF declines more than 25 %, exposing investor to steep downside.
• No coupons or dividends; total return is deferred and path-dependent.
• Liquidity risk: notes are not exchange-listed, and secondary bids may be well below estimated value.
• Initial value discount: estimated value (≥ 90 % of par) is below issue price, embedding fees and hedging costs.
• Exposure to JPMorgan credit; deterioration in issuer spreads will pressure secondary pricing.

Insights

Structured Products Analyst

TL;DR 3-yr note gives 1.31× uncapped upside and 25 % buffer but exposes holder to 75 % loss, no income and JPM credit risk.

The payout profile offers a leveraged, uncapped participation in the weaker of EFA and MDY, attractive for investors expecting both indices to appreciate modestly. A 25 % buffer provides partial protection, yet once breached losses accelerate on a one-for-one basis to a maximum 75 % haircut, which is materially higher than typical 10–15 % buffer deals. The note’s indicative fair value (97.55 % of par) underscores a 2.5 % initial cost drag. Secondary liquidity will be dealer-driven and priced below theoretical value, limiting exit flexibility. Credit exposure is senior to JPM’s other unsecured debt, but market value will widen if JPM spreads gap out. Overall, risk-reward is balanced; impact deemed neutral for diversified portfolios.

Portfolio Risk Manager

TL;DR Leverage plus buffer sound compelling, but path-dependency, liquidity void and credit overlay dilute attractiveness.

The ‘lesser-of’ structure ties returns to the downside performer, effectively saddling investors with correlation risk: one ETF rally can be nullified by the other’s drop. Absence of interim coupons limits carry, and 36-month lock-in amplifies mark-to-market swings, especially during volatility spikes when hedging costs rise. While JPM credit quality is strong (Aa2/A+), structured notes historically price wider than vanilla bonds in stress scenarios. For risk budgets, the instrument behaves like a hybrid equity-credit position with tail downside skew. Use size discipline and avoid if liquidity requirements are high.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	4168	137919.12	84630375	07/02/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	07/01/2025	Restricted Stock Vesting	Issuer			4168	07/01/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Dafna Sarnoff 1001 Boylston Street 16th Floor Boston MA 02115	Class A	04/02/2025	5445	155890.35
Dafna Sarnoff 1001 Boylston Street 16th Floor Boston MA 02115	Class A	06/09/2025	1346	43596.94

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What return can VYLD investors earn if both EFA and MDY rise?

At maturity holders receive the full principal plus 1.31 × (the lesser ETF’s gain); upside is uncapped.

How much protection does the 25 % buffer provide?

Losses begin only if either ETF’s final level is more than 25 % below its initial level; beyond that, losses match further declines up to 75 %.

Do the notes pay interest or dividends during the 3-year term?

No. Investors forgo all coupons and fund distributions; economic benefit is realised solely at maturity.

What is the credit risk associated with these notes?

Payments rely on JPMorgan Chase Financial Company LLC and are fully guaranteed by JPMorgan Chase & Co.; both obligations are senior unsecured debt.

Can the notes be sold before maturity?

They are not listed; resale depends on dealer demand. JPMS may repurchase but typically at prices below issue value, especially within the first six months.

Why is the estimated value below the US$1,000 issue price?

The gap reflects selling commissions, structuring margins and hedging costs embedded in the offer price.