[Form 3] Kirkland's Inc Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

J.P. Morgan Kronos US Equity (JPUSKRSE) Excess Return Index – July 2025 index supplement accompanies the April 13 2023 base prospectus set, providing investors with updated historical and back-tested performance and a consolidated list of material risk factors for structured notes linked to the Index.

Performance snapshot

• Back-tested data (Jan 1988–10 Jun 2021) and actual live data (11 Jun 2021–30 Jun 2025) are provided on a monthly basis. The strongest calendar year shown is 2020 at 30.31%, while the weakest is 2008 at -13.65%.
• Since live calculation began (Jun 2021), annual results were 2021 4.76%, 2022 -12.08%, 2023 1.92% and 2024 -5.91% (YTD 2025 to Jun -5.62%).

Index mechanics

• Sponsor & calculation agent: J.P. Morgan Securities plc.
• Excess-return formula deducts a 0.35% p.a. index fee plus, when applicable, a notional financing charge tied to the Effective Federal Funds Rate.
• Rules-based overlay of three seasonal strategies: turn-of-the-month, option-expiry momentum and month-end mean reversion. Strategies run only during specific windows, so the Index can be partially or fully uninvested in the underlying S&P 500 Constituent.
• The Constituent may be substituted after certain extraordinary events; JPMorgan Chase & Co. is presently included.

Key risk disclosures

• Limited operating history: live calculation started 11 Jun 2021; extensive results are hypothetical.
• Sponsor discretion: JPMS plc may adjust index methodology.
• Fee drag & negative carry: 0.35% fee and potential financing costs reduce returns.
• Strategy overlap & timing risk: simultaneous seasonal signals or missed equity exposure can impair performance.
• Notes are unsecured, uninsured & not bank deposits.

All performance data are illustrative; past and back-tested results are not indicative of future returns. Investors should review the accompanying prospectus documents and “Selected Risks” section before considering any notes linked to the Index.

Positive

• Comprehensive disclosure of 37 years of monthly and annual performance aids diligence.
• Clear articulation of index fee (0.35% p.a.) and financing cost allows investors to model expected drag.
• Transparent rule set for seasonal strategies enables independent replication and scenario testing.

Negative

• Limited live history: Index only operational since 11 Jun 2021, leaving heavy reliance on back-tests.
• Structural fee drag (0.35% plus financing) reduces total return potential.
• Sponsor discretion: JPMS plc can modify index rules, creating conflict of interest.
• Complex timing strategies may underperform in trending markets or overlap adversely.
• Notes are unsecured & uninsured, exposing holders to JPMorgan Chase credit risk.

Insights

Financial Analyst – Structured Products

TL;DR Live track record is short and volatile; fees and seasonal timing add drag, so risk-adjusted outlook is uncertain.

The supplement consolidates 37 years of back-tested numbers with only four years of live data. While 2020’s 30% surge showcases upside under extreme momentum, 2022’s -12% and YTD 2025’s -5.6% evidence meaningful drawdown potential. The 0.35% annual fee and possible financing spread erode performance every day the Index is invested. Because the three overlay strategies operate during narrow windows, investors may face whipsaw risk and periods of under-investment in strong equity markets. JPMS plc’s dual role as sponsor and calculation agent introduces structural conflicts. Overall I view the filing as informational rather than catalytic; impact on VYLD or broader JPM-issued note pricing is modest.

Risk Analyst

TL;DR Principal risks centre on model reliance, sponsor discretion and hypothetical performance; suitability is limited to sophisticated investors.

The document makes clear that most historical data are modelled and unverified. The Index’s reliance on seasonal factors (turn-of-month, option expiry, mean reversion) could behave unpredictably outside historical regimes. Inclusion of JPM stock inside the Constituent presents concentration and related-party risk. Fee drag, especially when cash-invested portions earn a negative notional rate, could lead to underperformance against simple benchmarks. Because the Index was set up only in 2021, statistical confidence in risk/return estimates is low. Given these factors, I assign a neutral-to-negative outlook; impact rating -0.2 rounded to 0.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Woodward Steven C

(Last) (First) (Middle)

C/O KIRKLAND'S INC, 5310 MARYLAND WAY

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2025

3. Issuer Name and Ticker or Trading Symbol
KIRKLAND'S, INC [ KIRK ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	200,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Mr. Woodward holds 200,000 shares of Kirkland's, Inc. stock.

	/s/ W. Michael Madden, Attorney-in-Fact for Steven C. Woodward Woodward	07/07/2025
	** 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 5 (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 live operating history of the JPUSKRSE Index?

The Index has been calculated on a live basis only since 11 June 2021.

How did the Index perform in 2020 and 2022?

Back-tested 2020 return was 30.31%, while live 2022 performance was -12.08%.

What annual fee is deducted from the JPUSKRSE Index level?

A 0.35% per annum index fee is built into the daily calculation.

Who sponsors and calculates the Index?

The sponsor and calculation agent is J.P. Morgan Securities plc, an affiliate of the note issuer.

What are the main strategies embedded in the Index?

It employs turn-of-month, option-expiry momentum and month-end mean reversion overlays.

Does the Index include dividends?

No. Dividends on the S&P 500 Constituent are not included, which can reduce excess-return performance.