[144] monday.com Ltd. SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $1.25 million of Uncapped Buffered Return Enhanced Notes (UBRENs) maturing 28 June 2029 and linked to the lesser-performing of the EURO STOXX 50® (SX5E) and MSCI EAFE® (MXEA) indices. The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Key structural terms

• Upside exposure: investors receive 2.174× any positive return of the weaker index at maturity; the return is uncapped.
• 30 % downside buffer: first 30 % index decline is absorbed; below that, losses accelerate at a 1.42857× rate.
• No interim coupons; payment only at maturity (5-year term).
• Issue price: $1,000 per note; estimated value $977.90 (reflecting selling commissions and hedging costs).
• Fees & commissions: $3.00 (0.30 %) per $1,000; net proceeds $997 per note.
• Credit exposure: repayment depends on JPMorgan Chase Financial and JPMorgan Chase & Co. creditworthiness.
• CUSIP: 48136E3C7; pricing date 24 June 2025; settlement on/around 27 June 2025.

Pay-out scenarios

• Positive: If both indices finish above their initial levels, investors earn 2.174× the lesser index’s gain (e.g., a 10 % gain delivers 21.74 %, or $1,217.40).
• Par: If either index declines ≤ 30 % (or one rises and the other is ≤ 30 % down), principal is repaid.
• Negative: If either index falls > 30 %, investors lose 1.42857 % for each additional 1 % drop; a 60 % decline cuts principal by 42.857 % to $571.43.

Risk highlights

• Principal at risk: losses begin beyond the 30 % buffer and can reach 100 %.
• Lesser-performer dependence: even strong performance in one index cannot offset weakness in the other.
• Secondary-market liquidity: the notes are unlisted; resale depends on J.P. Morgan Securities’ bid and may be at a substantial discount.
• Valuation gap: estimated value is 2.21 % below issue price, implying negative carry at issuance.
• Currency & foreign-market risks: both indices comprise non-U.S. equities; MXEA returns are translated into USD, adding FX exposure.
• Change-in-law acceleration: issuer may redeem early at a discretionary fair value if regulatory changes impede hedging.

Tax treatment – Counsel (Davis Polk) believes the notes should be treated as open transactions; gains held > 1 year generally taxed as long-term capital gain, but IRS guidance could change this stance retroactively.

Investor suitability – Product targets investors with a moderately bullish to neutral view on developed-market equities, tolerance for principal risk beyond a 30 % drawdown, and a willingness to hold to maturity without liquidity needs.

Insights

Structured-Products Analyst

TL;DR – 5-year note offers leveraged upside, 30 % buffer, but credit, illiquidity and valuation gaps temper appeal.

The UBRENs provide an attractive 2.174× leverage on the weaker of two liquid developed-market indices, giving investors uncapped upside with a sizeable 30 % cushion on the downside. However, the trade-off is considerable: full principal risk beyond the buffer, dependence on the lower-performing index, and total loss potential. The $1.25 million issuance is immaterial to JPM but meaningful to retail buyers; the 2.21 % difference between issue price and estimated value represents immediate negative carry. Lack of listing limits exit options and bid-offer spreads could be wide. For investors confident that neither index will fall more than 30 % over five years, the structure may outperform a direct index investment. Otherwise, broad-market ETFs with dividends and daily liquidity may be cleaner exposures.

Risk Analyst

TL;DR – Downside amplified beyond 30 %; credit and FX layers add hidden risks.

Beyond market performance risk, purchasers assume JPMorgan credit risk, embedded FX risk (notably in MSCI EAFE), and change-in-law acceleration risk. The buffer provides psychological comfort but statistically a 30 % drawdown in either index over a 5-year horizon is plausible (≈25 % historic probability). If triggered, the 1.42857× downside accelerator sharply deteriorates recovery value, leaving only $571 if the weaker index halves. With no coupons, opportunity cost vs. dividend-yielding ETFs is meaningful. Unless investors desire specific payoff asymmetry and accept secondary-market illiquidity, risk-adjusted reward is neutral at best.

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
Ordinary	Oppenheimer & Co. Inc. 85 Broad St. New York NY 10004	1191	366780.36	50773337	06/30/2025	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 *
Ordinary	02/14/2021	Employee Stock Option Plan	Issuer			13235	06/30/2025	Cash - Upon Exercise

* 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
Lereya Daniel 6 YITZHAK SADEH STREET TEL AVIV, ISRAEL L3 677750	Ordinary	06/11/2025	1148	351397.95
Lereya Daniel 6 YITZHAK SADEH STREET, TEL AVIV, ISRAEL L3 677750	Ordinary	06/27/2025	202	62428.71

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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)