[Form 4] Constellation Energy Corporation Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering Leveraged Market-Linked Step Up Notes maturing in July 2027 that are linked to a six-index international equity basket. The basket is weighted 40% EURO STOXX 50, 20% FTSE 100, 20% Nikkei 225, 7.5% Swiss Market Index, 7.5% S&P/ASX 200 and 5% FTSE China 50, making European performance—particularly the EURO STOXX 50—the largest driver of returns.

Return profile at maturity

• If the basket is flat or higher, holders receive the greater of: (a) principal plus a Step Up Payment of 16–18% ($1.60–$1.80 per $10 unit) or (b) principal plus 150% of the positive basket return.
• If the basket declines, investors incur a 1-for-1 loss of principal—up to total loss—based solely on the final basket level.

No interim coupons are paid.

Key structural terms

• Denomination: $10 per unit; minimum initial order of 10,000 units.
• Tenor: approximately 2 years.
• Issuer credit: unsecured note of JPMorgan Chase Financial Company LLC; fully and unconditionally guaranteed by JPMorgan Chase & Co.
• Fees: $0.20 per unit (sales commission $0.15; structuring fee $0.05).
• Initial estimated value: $9.50–$9.715, below the $10 public offering price due to embedded fees and internal funding assumptions.
• Secondary market: none expected; JPMS may offer limited, uncommitted liquidity.

Risk highlights

• Full downside market exposure with no principal protection.
• Performance measured only on the Final Calculation Day; interim gains can be lost.
• Credit risk of both issuer and guarantor; notes are not FDIC-insured.
• Potential conflict of interest as JPMS is calculation agent and hedging counterparty.
• Estimated value discount and fees create negative carry for investors exiting early.

The product suits investors with a bullish or neutral two-year view on the basket who can tolerate full loss of principal, forgo dividends and accept limited liquidity in exchange for enhanced upside participation and a defined minimum positive return.

Positive

• Enhanced upside: 150% participation plus 16–18% minimum step-up offers leveraged exposure if the basket rises.
• Diversified benchmark: Exposure spans Europe, UK, Japan, Switzerland, Australia and China, reducing single-country risk.
• Short two-year tenor limits duration exposure compared with longer structured notes.

Negative

• No principal protection; investors absorb 1-for-1 downside, risking 100% loss.
• Initial value discount: Estimated value ($9.50–$9.715) is below issue price, embedding ~3–5% upfront cost.
• Concentrated weight: 40% allocation to EURO STOXX 50 skews performance toward Eurozone equities.
• Liquidity risk: No exchange listing and only limited, uncommitted secondary market from JPMS.
• Credit exposure: Payments depend on JPMorgan Financial and JPMorgan Chase & Co. creditworthiness.
• No dividends or coupons; investors forgo income available from owning the underlying equities directly.

Insights

Structured Products Analyst

TL;DR – Standard upside-leveraged note; attractive headline return but full downside and pricing at ~3–5% premium.

The term sheet outlines a typical JPMorgan “Step Up” structure. Investors pay $10 for an asset valued at roughly $9.60, absorbing $0.40 of embedded costs. In return they secure either a fixed 16–18% gain or 150% upside over two years. On a risk-adjusted basis this payoff competes with at-the-money call spreads; however, the 1-for-1 downside and dividend loss remain material. Credit exposure to JPM and liquidity constraints further reduce flexibility. From a capital markets standpoint this is a routine funding trade for the bank; limited impact on JPM’s balance sheet, neutral for shareholders.

Portfolio Risk Manager

TL;DR – Product concentrates risk in a single valuation date and Eurozone weight; use only as small tactical allocation.

Return asymmetry looks compelling (150% participation), yet the basket’s 40% weight to the EURO STOXX 50 amplifies regional risk. Because only the final level matters, volatility drag can punish investors even if average performance is positive. Lack of interim coupons means negative carry versus cash alternatives. The note may fit opportunistic mandates seeking equity kicker with known ceiling on fees, but prudent sizing is essential given total-loss potential and limited exit routes.

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^*

LAWLESS ROBERT J

(Last) (First) (Middle)

1310 POINT STREET

(Street)

BALTIMORE MD 21231

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Constellation Energy Corp [ CEG ]

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)
06/30/2025

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

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
Phantom Deferred Stock Units	(1)							(1)	(1)	Common Stock	55,894(1)		55,894(1)	D
Deferred Compensation - Phantom Share Equivalents	(2)	06/30/2025		A		252		(2)	(2)	Common Stock	252	$322.76	53,041(2)	D

Explanation of Responses:

1. Phantom deferred stock units converted from the legacy Constellation Energy Group Inc. Deferred Compensation Plan for Non-employee Directors (the "Plan") that will be settled in cash on a 1-for-1 basis using the year-end price of Constellation Energy Corporation common stock in the year of termination of the reporting person's service. Balance updated to reflect approximately 72 additional stock units credited on June 6, 2025 through the dividend reinvestment feature of the Plan.

2. Phantom share equivalents acquired in the reporting person's Constellation Energy Corporation stock fund account that is part of a multi-fund, non-qualified deferred compensation plan and will be settled in cash on a 1-for-1 basis upon termination of the reporting person's service. The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition. Balance also reflects approximately 69 share equivalents accrued on June 6, 2025 through dividend reinvestment.

	/s/ Brian Buck, Attorney-in-Fact for Robert J. Lawless	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 JPMorgan Leveraged Market-Linked Step Up Notes?

The notes are scheduled to mature in July 2027, approximately two years after the final pricing date.

How does the 16–18% Step Up Payment work?

If the basket is flat or positive at maturity, investors receive principal plus a fixed $1.60–$1.80 per $10 unit (16–18% return) unless the 150% participation provides a larger gain.

What indices make up the international equity basket?

The basket weights are 40% EURO STOXX 50, 20% FTSE 100, 20% Nikkei 225, 7.5% Swiss Market Index, 7.5% S&P/ASX 200, and 5% FTSE China 50.

What is the downside risk on these notes?

If the basket’s Ending Value is below the Starting Value, investors lose exactly the same percentage—up to their entire principal—because downside exposure is 1-to-1.

Why is the initial estimated value below the $10 offering price?

The $9.50–$9.715 estimate reflects selling commissions, structuring fees, hedging costs and JPM’s internal funding rate, which reduce the economic value delivered to investors.

Are there any periodic interest or dividend payments?

No. The notes pay nothing until maturity and do not pass through dividends from the underlying equity indices.

Can I sell the notes before maturity?

Secondary market liquidity is limited and not guaranteed; JPMS may repurchase the notes but likely at a price below the original $10.