[Form 4] Nvidia Corp Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering five-year S&P 500 Futures Excess Return Index Uncapped Accelerated Barrier Notes (CUSIP 48136FDM1). The notes are linked to the performance of the S&P 500® Futures Excess Return Index and require a $1,000 minimum denomination.

Key economic terms

• Pricing Date: 28 July 2025
• Maturity: 28 June 2030 (single Observation Date 25 June 2030)
• Upside Leverage Factor: ≥ 1.71 (final level set on pricing date)
• Barrier Amount: 70% of the Initial Value
• Estimated Value: not less than $900 per $1,000 note, lower than issue price

Payment at maturity

• If the Final Value > Initial Value: principal + (principal × Index Return × Leverage Factor).
• If Final Value between Barrier and Initial (inclusive): full principal returned.
• If Final Value < Barrier: principal + (principal × Index Return) — investors lose more than 30% and up to 100% of principal.

Illustrative total returns range from +111.15% (Index +65%) to –100% (Index –100%).

Risk highlights

• Principal risk: no principal guarantee below the 70% barrier.
• Credit risk: repayment depends on JPMorgan Chase Financial Company LLC and the guarantor JPMorgan Chase & Co.
• No coupons: investors receive no periodic interest.
• Liquidity: JPMS may repurchase in the secondary market but is not obligated; exit prices could be well below par.
• Structural complexities: index differs from spot S&P 500 due to futures roll, potential negative carry and trading halts.
• Estimated value gap: internal valuation is expected to be at least $900, reflecting upfront fees and hedging costs.
• Potential conflicts: JPMorgan acts as calculation agent, hedger and market-maker.

The offering is being made under an effective shelf registration statement; investors should review the prospectus, product supplement and preliminary pricing supplement before investing.

Positive

• Leveraged upside participation of at least 1.71× provides enhanced gains if the S&P 500 Futures Excess Return Index rises.
• 70% barrier offers conditional principal protection against the first 30% decline, returning par if barrier not breached.
• No performance cap allows unlimited upside subject to leverage factor.

Negative

• Full downside exposure below the 70% barrier could result in losses exceeding 30% and up to 100% of principal.
• Issuer and guarantor credit risk ties repayment to JPMorgan's solvency, independent of index performance.
• No periodic interest means negative carry until maturity.
• Estimated value ($900) lower than $1,000 issue price embeds upfront costs and may pressure secondary prices.
• Dealer-driven liquidity can lead to significant discounts if investors need to exit early.
• Index tracking variance and negative roll on futures can erode returns even in a flat equity market.

Insights

Structured Products Analyst

TL;DR – Leveraged upside with 30% barrier, but uncapped downside and issuer credit risk make this a high-risk yield substitute.

The note provides equity participation at ≥ 1.71× up to maturity without a cap, combined with soft protection down to 70% of the initial index level. This structure appeals to investors expecting moderate to strong S&P 500 futures performance while accepting potential loss of principal. Credit exposure is to JPMorgan Chase Financial Company LLC, rated in line with JPMorgan Chase & Co. The 10-point discount between issue price and estimated value embeds distribution and hedging costs, creating negative carry if sold before maturity. Absence of interest payments and a single observation date amplify path dependency. From a share-price perspective, the issuance size is immaterial for JPMorgan; impact lies mainly with suitability for risk-tolerant retail investors.

Risk Analyst

TL;DR – Barrier notes concentrate downside below –30% and expose investors to liquidity and valuation gaps.

While the 70% barrier affords conditional protection, a single day breach converts the note into a linear shortfall versus the index, leading to steep capital losses. The futures-based index can diverge materially from the cash S&P 500 due to negative roll, raising the likelihood of underperformance in flat markets. Secondary-market liquidity is dealer-driven; spreads typically widen after issuance as hedging costs evolve. Investors must also consider concentration: JPMorgan both structures and values the product, giving rise to conflicts and a non-transparent internal funding curve. Tax treatment remains uncertain, likely as prepaid forward contracts. Overall, the risk/return pay-off is asymmetric and should be measured against cheaper, more liquid alternatives such as S&P 500 ETFs plus options.

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^*

BURGESS ROBERT K

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CA 95051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]

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)
06/26/2025

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		A		1,799	A	$0(1)	202,843	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. Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 19, 2025 and 50% of the shares on May 20, 2026. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Robert K. Burgess	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 Upside Leverage Factor for JPMorgan's 5-year S&P 500 Futures Barrier Notes?

The Upside Leverage Factor will be set on the pricing date and will not be less than 1.71×.

How much principal protection do the notes provide?

Principal is returned in full only if the index never closes below 70% of the initial value on the observation date.

What happens if the S&P 500 Futures Excess Return Index falls 35% by maturity?

Because the decline breaches the 70% barrier, the repayment equals $1,000 + ($1,000 × –35%) = $650, a 35% loss.

Do investors receive interest payments during the 5-year term?

No. The notes are non-interest-bearing; returns are determined solely at maturity.

Can I sell the notes before maturity?

JPMS may provide secondary market bids but is not obligated; prices could be significantly below par and estimated value.

Why is the estimated value lower than the $1,000 issue price?

The estimated value (≥ $900) reflects JPMorgan's internal funding rate, hedging costs and selling concessions, which reduce economic value to investors.