[144] Hovnanian Enterprises, Inc. SEC Filing

Rhea-AI Filing Summary

On 20 June 2025, JPMorgan Chase Financial Company LLC priced $500,000 of Uncapped Accelerated Barrier Notes (UABNs) linked to the MerQube US Tech+ Vol Advantage Index (MQUSTVA). The notes settle on 24 June 2025 and mature on 25 June 2030.

Key economic terms

• Upside participation: 2.83× any positive Index return, uncapped.
• Barrier: 50 % of the Initial Value (5,156.54). If the Final Value is below this level, the investor participates one-for-one in all losses.
• Initial Value: 10,313.08 | Observation Date: 20 June 2030.
• Price to public: 100 % | Selling commission: 2 % | Net proceeds: 98 %.
• Estimated value: $950.50 per $1,000 (≈ 4.9 % below issue price).

Index mechanics and structural drag

• Weekly volatility targeting seeks 35 % implied volatility with exposure between 0 % and 500 % to the QQQ Fund.
• Two daily deductions: (1) 6 % p.a. index fee and (2) a notional financing rate (SOFR + 0.50 %). Both reduce returns and magnify leveraged losses.

Risk profile

• No coupons or dividends; investors face up to 100 % capital loss if the Index declines more than 50 %.
• Senior unsecured obligations of JPMorgan Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co.; repayment is subject to issuer/guarantor credit risk.
• Small issuance size and bespoke index imply limited secondary liquidity; structuring margin reflected in the estimated value.

The notes target investors seeking leveraged upside to a tech-heavy, volatility-managed index with conditional protection. However, high index deductions, leverage and barrier mechanics introduce significant path-dependent risk that may erode or eliminate returns.

Positive

• 2.83× uncapped upside participation provides leveraged exposure to any positive Index performance.
• 50 % barrier offers conditional principal preservation against moderate market declines.

Negative

• 6 % annual index fee plus SOFR-based financing cost create significant return drag.
• Barrier breach triggers full downside participation, risking losses greater than 50 % and up to total principal.
• Estimated value 4.9 % below issue price indicates upfront negative carry for investors.
• $500 k issuance size limits secondary market liquidity, potentially widening spreads and hampering exit.

Insights

Structured Products Analyst

TL;DR – Attractive uncapped 2.83× upside but sizable fee drag and 50 % barrier make risk-adjusted return questionable.

The offering provides leveraged participation in a rules-based tech index but embeds meaningful costs—6 % annual index fee, daily financing and a 4.9 % structuring margin. These deductions must be overcome before investors realise gains. While a 50 % barrier offers conditional protection, a breach converts the note into a direct downside vehicle, exposing holders to potentially full principal loss. Given the tiny $500 k size, liquidity will be thin and bid–offer spreads wide. From the issuer’s standpoint, the deal is immaterial; for investors, the profile suits tactical, high-risk allocations rather than core holdings.

Risk Analyst

TL;DR – Structural drag, leverage up to 5× and credit exposure create an asymmetric, high-tail-risk product.

The 35 % volatility-targeting algorithm can push exposure to 500 % when implied volatility is low, amplifying both gains and losses. Because the 6 % fee and SOFR-based financing are applied before leverage, effective costs can outpace moderate index advances. The barrier only mitigates loss down to –50 %; below that, losses accelerate. Credit risk is non-trivial over a five-year horizon despite JPM’s AA-/A1 ratings, and the note’s senior unsecured status offers no collateral. Investors should treat the product as a leveraged option with embedded financing cost rather than a pseudo principal-protected note.

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	5500	589163.85	5068858	06/30/2025	NYSE

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	06/14/2024	Restricted Stock Vesting	Issuer			2236	06/14/2024	Compensation
Class A	06/10/2025	Restricted Stock Vesting	Issuer			1810	06/10/2025	Compensation
Class A	06/12/2025	Restricted Stock Vesting	Issuer			1454	06/12/2025	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

Nothing to Report

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 Upside Leverage Factor do the VYLD notes offer?

The notes credit 2.83× any positive MerQube US Tech+ Vol Advantage Index return at maturity, with no cap.

How does the 50 % Barrier Amount protect my principal?

If the Index closes at or above 50 % of its Initial Value on the Observation Date, you receive at least your full $1,000 principal per note.

What deductions reduce Index performance?

The Index incurs a 6 % p.a. daily fee and a daily notional financing cost of SOFR + 0.50 %, both of which lower returns.

What is the estimated value of the notes at pricing?

JPMorgan estimated the value at $950.50 per $1,000 note, roughly 4.9 % below the public offering price.

When do the notes mature and what dates determine payout?

Final Index level is set on 20 June 2030 (Observation Date); payment is made on 25 June 2030.

Are these notes principal-protected?

No. If the Index falls below the 50 % barrier, you participate fully in the decline and could lose your entire investment.