[Form 4] Intergroup Corporation (The) Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering 3-year Partial Principal at Risk Capped Notes linked to the Dow Jones Industrial Average (INDU).

• Key dates: Pricing 31 Jul 2025, Observation 31 Jul 2028, Maturity 03 Aug 2028.
• Denomination: $1,000 per note; minimum investment one note.
• Upside participation: 100% of any positive index return, but the Additional Amount is capped at a Maximum Amount of at least $246.50 (24.65% total return) per $1,000.
• Downside risk: If the index ends below its initial level, investors receive $1,000 + ($1,000 × Index Return), but never less than $950; maximum loss is therefore 5% of principal.
• Estimated value at issue: not less than $900 per $1,000 note, reflecting internal funding rates and dealer margins.
• Payments subject to credit risk of the issuer and guarantor; no interest, dividends or voting rights.

Risks highlighted include credit exposure to JPMorgan entities, limited secondary-market liquidity (dealer is not obligated to bid), potential conflicts in pricing and hedging, a gain cap that restricts upside, possible tax complexity, and the likelihood that secondary prices will be below issue price.

Positive

• 95% principal protection limits maximum loss to 5% at maturity.
• 100% participation rate on index upside until the cap is reached.
• Issuer and guarantor are investment-grade JPMorgan entities, reducing default probability.

Negative

• Upside capped at a minimum 24.65%, limiting gains in strong markets.
• Investors face credit risk of JPMorgan; note value sensitive to spread widening.
• Estimated value ($≤900) below issue price implies immediate mark-to-market discount.
• Limited liquidity; dealer is not obliged to make a market, exposing holders to wider spreads.
• No interest, dividends or voting rights, reducing total return versus direct equity ownership.

Insights

Structured Products Analyst

TL;DR 95% principal protection with 24.65% upside cap; credit and liquidity risks place product in neutral risk-reward territory.

The note offers modest risk mitigation by guaranteeing at least $950 at maturity, attractive for investors seeking limited downside. A full 100% participation rate provides equity exposure, yet the upside is materially capped; even a 40% Dow gain is clipped to 24.65%. Estimated value bottoms at $900, implying a 10% placement premium that investors must overcome before profits. Credit exposure to JPMorgan remains investment-grade but is non-trivial over three years. Secondary liquidity relies solely on JPMS and may involve meaningful bid–ask spreads. Overall, neither structurally advantaged nor unduly risky, the note suits investors comfortable exchanging potential equity upside for slight principal protection.

Risk Analyst

TL;DR Limited 5% loss buffer is small; gain cap, credit exposure and valuation discount reduce attractiveness versus direct index investment.

From a risk perspective, the 5% buffer protects only shallow declines; any bear-market scenario beyond 5% leaves investors worse than holding plain equities. The gain cap truncates positive tail outcomes, impairing risk-adjusted returns. A 10% initial value discount signals embedded fees and hedging costs that investors effectively pre-pay. Should JPMorgan’s credit spread widen, note prices may fall independent of index performance. Liquidity contingency on a single dealer further compounds exit risk. Consequently, while outright capital loss is capped, the asymmetric payoff may not compensate for embedded costs and idiosyncratic issuer risk.

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^*

WINFIELD JOHN V

(Last) (First) (Middle)

1516 S. BUNDY DR. SUITE 200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERGROUP CORP [ INTG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		P		3,100	A	$14.5	1,456,279	D
COMMON STOCK	06/27/2025		P		600	A	$13.68	1,456,879	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:

	/s/ John V. Winfield	06/30/2025
	** 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 minimum repayment investors will receive at maturity?

Holders are entitled to no less than $950 per $1,000 note, limiting loss to 5%.

How is the upside on the Dow Jones Industrial Average captured?

Investors earn 100% of any positive index return until the Additional Amount hits the Maximum Amount cap.

What is the Maximum Amount on these JPMorgan notes?

The cap will be disclosed in the final pricing supplement and will be at least $246.50 (24.65% total return) per $1,000 note.

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

No. The product pays nothing until maturity; investors forgo index dividends and receive no periodic coupons.

Can I sell the notes before August 3, 2028?

JPMS intends, but is not obligated, to buy notes in the secondary market; liquidity may be limited and prices may be below par.

What credit risks apply to these Partial Principal at Risk Notes?

Payments depend on the creditworthiness of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; a downgrade could lower note values.