[144] Collegium Pharmaceutical, Inc. SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $736,000 of three-year "Review Notes" that are linked, individually (not as a basket), to the Dow Jones Industrial Average, the Nasdaq-100 Index and the Russell 2000 Index. The notes are fully and unconditionally guaranteed by JPMorgan Chase & Co. They price at 100% of face value ($1,000 minimum denominations) and settle on or about 9 July 2025.

Key economic terms

• Automatic call feature: If the closing level of each index on any Review Date is ≥ its Call Value (100% of initial), the notes are automatically redeemed for par plus a fixed Call Premium of 12.25%, 24.50% or 36.75% on the first (13 Jul 2026), second (6 Jul 2027) or final (3 Jul 2028) Review Date, respectively.
• Barrier protection: If not called, principal is protected only so long as the final level of every index is ≥ 70% of its initial level. Should any index finish below that 70% Barrier, investors are exposed to the full downside of the worst-performing index (e.g., a −50% index return delivers only $500 per $1,000 note).
• Upside cap: Returns are limited to the fixed Call Premiums; investors do not participate in any additional index appreciation.
• No periodic coupons or dividends: the instrument is zero-coupon; investors forgo index dividends.
• Credit exposure: Payments rely on the unsecured obligations of JPMorgan Financial (issuer) and JPMorgan Chase & Co. (guarantor).
• Issue economics: Estimated value set on pricing date is $948.20 per $1,000 note, implying initial embedded costs of ~5.2% (selling commission $29.50 + structuring/hedging costs).
• Liquidity: The notes will not be listed; secondary trading, if any, will be through JPMS and likely at prices below issue price.

Illustrative payouts show: (1) early call in year 1 yields $1,122.50 per note; (2) call on final Review Date yields $1,367.50; (3) no call & indices ≥ Barrier returns par; (4) no call & worst index at 50% of initial returns $500.

Principal risks highlighted by the issuer include:

• Potential loss of up to 100% of principal if any index breaches the Barrier at maturity.
• Limited upside relative to direct equity exposure.
• Issuer/guarantor credit risk.
• Secondary-market illiquidity and pricing below issue price.
• Estimated value below issue price due to embedded costs and internal funding rate.

Investor profile: Suited to investors comfortable with structured credit exposure to JPMorgan, who seek fixed upside of 12.25–36.75% if indices stay flat or rise, while accepting the risk of significant capital loss if one index falls more than 30% by July 2028.

Positive

• Fixed upside potential of 12.25% to 36.75% if indices are at or above initial level on scheduled dates.
• 70% barrier provides partial downside protection so long as no index declines more than 30% by maturity.
• Full guarantee by JPMorgan Chase & Co., a large investment-grade institution.

Negative

• Full downside exposure below the 70% barrier could result in up to 100% principal loss.
• Upside is capped; investors forgo any index gains beyond the fixed Call Premium.
• No interest or dividend income during the life of the note.
• Estimated value ($948.20) is materially below issue price, reflecting ~5.2% in embedded costs.
• Illiquidity: notes are unlisted; secondary sales depend on JPMS and may be at significant discounts.
• Issuer and guarantor credit risk—payment depends on JPMorgan’s ability to perform.

Insights

Structured Products Analyst

TL;DR: Three-year callable note offers capped upside (12-37%) versus 30% downside buffer; material credit and market risks; neutral for JPM, product-driven for investors.

The structure is a classic auto-call with a 70% barrier. Investors gain attractive fixed premiums if indices are flat or modestly higher, but face a fully linear downside below the barrier. The pricing—estimated value at 94.8%—implies roughly 520 bps of embedded costs, in line with comparable retail notes. As payments depend on the least-performing index, correlation risk is significant, especially given inclusion of the small-cap Russell 2000. For JPM, the transaction size is immaterial; risk is largely delta-hedged. From an investment standpoint, risk-reward skews negatively if an investor can directly own equities or options; however, for yield-seeking accounts comfortable with credit exposure and a potential early redemption, the note may fit. Overall impact to JPM equity value is de minimis; impact to investors is product-specific.

Portfolio Manager

TL;DR: Offers 12-37% fixed upside but sacrifices dividends and open-ended gains; 30% buffer thin in volatile markets—consider only as a tactical satellite.

With historical 3-year drawdowns of >30% not uncommon for small caps and tech, the 70% barrier leaves meaningful tail-risk. The note’s early-call schedule introduces reinvestment risk—first call is just 12 months out. Absence of coupons means negative carry until a call event. Because the payoff is binary, portfolio sizing should be small and funded from the equity risk bucket, not fixed income. Given non-listing, exit liquidity relies on JPMS pricing and may embed additional spread. The product is best for investors who have a defined view that none of the three indices will fall >30% over three years and who prefer fixed, known upside to the uncertainty of equity returns. Impact rating is neutral.

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
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	790	24792.05	32142192	07/08/2025	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 *
Common	05/19/2023	Restricted Stock Vesting	Issuer			790	05/19/2023	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
Michael Heffernan 100 Technology Center Drive Stoughton MA 02072	Common	07/02/2025	25000	757379.85
Michael Heffernan 100 Technology Center Drive Stoughton MA 02072	Common	07/07/2025	14210	444062.16

144: Remarks and Signature

Remarks

Date of Notice

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 is the maximum return on JPMorgan's Review Notes (symbol VYLD)?

The maximum return is the fixed Call Premium of 36.75% ($367.50 per $1,000) if the notes are automatically called on the final Review Date.

How much downside protection do the VYLD Review Notes provide?

Principal is protected only if every index stays above 70% of its initial level; below that, losses match the worst-performing index.

When can the notes be automatically called?

On any Review Date—13 Jul 2026, 6 Jul 2027, or 3 Jul 2028—if each index closes at or above its initial level.

What is the estimated value versus the price to public?

Estimated value is $948.20 per $1,000 note, about 5.2% below the $1,000 issue price due to commissions and hedging costs.

Do the notes pay periodic interest or dividends?

No. The product is zero-coupon; investors receive cash only upon an automatic call or at maturity.

Are the notes tradable on an exchange?

No. They are not listed; liquidity is limited to over-the-counter bids from JPMS.