[Form 4] Mid Penn Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $7.9 million of Digital Equity Notes due August 9, 2027 linked to the S&P 500 Index. The notes are unsecured, senior obligations of the issuer and are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Key payout mechanics:

• Principal: $1,000 per note.
• Trade / Issue / Maturity: June 18 2025 / June 26 2025 / August 9 2027.
• Buffer: First 10 % downside is protected (threshold level = 90 % of initial level).
• Cap: Upside is fixed at the Threshold Settlement Amount = $1,176.50 (17.65 % maximum gross return).
• Downside formula: If the S&P 500 falls >10 %, investors lose principal on a 1.1111× leveraged basis (e.g., −25 % index return ⇒ −27.78 % note return).
• Interest: None.
• Estimated value at pricing: $978.00 (97.8 % of face), indicating a 2.2 % issuance premium covering selling commissions (1.56 %) and hedging/structuring costs.
• Secondary market: Notes will not be listed; J.P. Morgan Securities LLC (JPMS) may make a market but is not obliged to do so.

Risk highlights:

• Credit risk: Payments depend on the creditworthiness of both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.
• Market risk: Investors may lose part or all principal if the S&P 500 declines by more than 10 % from the initial level (5,980.87).
• No current income: The notes pay no coupons or dividends.
• Liquidity: Limited secondary trading; exit prices likely below issue price due to bid-ask spreads and structuring costs amortisation.
• Tax uncertainty: Treated as “open transactions”; IRS could challenge this treatment, potentially resulting in different tax outcomes.

The issuance is modest in size relative to JPMorgan’s balance sheet and appears designed for investors seeking capped S&P 500 exposure with a 10 % buffer over a 25-month horizon. The product’s asymmetric payoff (limited upside vs. leveraged downside beyond the buffer) and lack of liquidity make it suitable only for investors who can hold to maturity and who are comfortable assuming both index and issuer credit risk.

Positive

• 10 % downside buffer protects principal against moderate market declines.
• Full JPMorgan Chase & Co. guarantee enhances credit quality relative to standalone issuer risk.
• Simplified payout makes valuation and monitoring straightforward for retail investors.

Negative

• Upside capped at 17.65 %, limiting participation in potential SPX rallies.
• Leveraged downside beyond buffer (1.1111×) can erode principal quickly in a bear market.
• No periodic income; total return entirely deferred to maturity.
• Estimated fair value below offer price (97.8 % vs. 100 %), embedding ~2.2 % costs at issuance.
• Illiquidity risk: no exchange listing and dealer repurchase discretionary.
• Tax treatment uncertain; IRS could require income accrual or alternative classification.

Insights

Structured Products Analyst

TL;DR: Small, capped-upside SPX-linked notes with 10 % buffer; limited impact, moderate risk, neutral credit.

The $7.9 million Digital Equity Notes offer a simple buffered structure: investors receive 17.65 % if the S&P 500 is at least 90 % of its initial level in August 2027. Below that point, losses accelerate at roughly 1.11×. The pricing—estimated value 97.8 % vs. 100 % offer—implies an all-in fee near 2.2 %, which is standard for retail structured products. Because the notional size is immaterial to JPM’s funding mix and no unusual features are present, the issuance is neutral from a credit and equity-market perspective. Investors should weigh the asymmetric payoff, lack of coupons, and uncertain liquidity before participating.

Portfolio Manager

TL;DR: Attractive only for investors willing to trade 83 % upside for 10 % buffer; otherwise inferior to plain SPX exposure.

From a portfolio viewpoint, the product gives away substantial upside—any SPX gain over ~8 % annualised is forfeited—while still exposing holders to most of the downside. A zero-coupon, three-year U.S. Treasury yields ~4 % annually; combining that with a low-cost SPX put spread could replicate the buffer more efficiently. Given opportunity cost and liquidity constraints, I view the notes as neutral/inefficient for most diversified portfolios.

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^*

Abel Robert A

(Last) (First) (Middle)

2407 PARK DRIVE

(Street)

HARRISBURG PA 17110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MID PENN BANCORP INC [ MPB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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
Mid Penn Bancorp, Inc. Common Stock	06/30/2025		P		17(1)	A	$28.2	7,517.625(2)	D
Mid Penn Bancorp, Inc. Common Stock								26,728.995(2)	I	By Robert and Julie Abel Living Trust
Mid Penn Bancorp, Inc. Common Restricted Stock								1,945(3)	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:

1. Shares purchased through the Director Stock Purchase Plan.

2. Balance includes shares acquired through the Dividend Reinvestment Plan.

3. Shares granted in the form of restricted stock, which vests 100% on the first anniversary of the date of grant.

Remarks:

	/s/ Robert A. Abel	07/02/2025
	** 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 maximum return on the JPMorgan Digital Equity Notes (symbol VYLD)?

If the S&P 500 is at or above 90 % of its initial level on August 5 2027, holders receive the Threshold Settlement Amount of $1,176.50, a 17.65 % gross gain.

How much downside protection do the notes provide?

The notes include a 10 % buffer; losses begin only if the index falls more than 10 % from 5,980.87.

What happens if the S&P 500 drops 25 % by maturity?

Investors receive $1,000 – 1.1111 × (25 % – 10 %) = $277.78, a 72.22 % loss of principal.

Do the notes pay interest or dividends during the term?

No. The notes are zero-coupon; all compensation is embedded in the final payment.

Can I sell the notes before 2027?

JPMS may bid in the secondary market but is not obligated; prices will reflect market factors and could be well below face value.

What is the credit risk associated with these notes?

Payments rely on JPMorgan Chase Financial Company LLC and its parent; a default could result in partial or total loss regardless of index performance.