[144] Oracle Corp SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering three distinct tranches of Capped Buffered Return Enhanced Notes that mature on 30 June 2027 and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Each tranche is linked to a single U.S. equity index:

• Nasdaq-100 Index® (NDX Notes): $320,000 total principal; Bloomberg ticker NDX; CUSIP 48136ERG2
• Russell 2000® Index (RTY Notes): $167,000 total principal; Bloomberg ticker RTY; CUSIP 48136ERE7
• S&P 500® Index (SPX Notes): $174,000 total principal; Bloomberg ticker SPX; CUSIP 48136ERB3

All three notes share common structural terms:

• Upside participation: 150% of any positive index performance, capped at a Maximum Return of 20.70 % (NDX), 21.95 % (RTY) or 16.15 % (SPX), equating to maximum maturity payments of $1,207, $1,219.50 and $1,161.50 per $1,000 note respectively.
• Downside protection: 10 % Buffer Amount; losses begin only if the Final Value is more than 10 % below the Initial Value, after which investors lose 1 % of principal for each 1 % additional decline—exposing investors to up to 90 % loss of principal.
• No periodic coupons or dividends; returns are delivered solely at maturity.
• Key dates: Pricing Date 25 Jun 2025, Settlement ≈30 Jun 2025, Observation Date 25 Jun 2027, Maturity 30 Jun 2027.
• Minimum denomination: $1,000.

Pricing economics highlight embedded costs and risks:

• Public offering price is $1,000, while the estimated fair value was $961.00 (NDX), $958.30 (RTY) and $961.10 (SPX), indicating a 3.9 %–4.2 % issuer spread attributable to selling commissions, hedging and structuring costs.
• Selling commissions: up to $26 per $1,000 (NDX), $25 for RTY and SPX. Net proceeds to issuer are $974.97, $975.00 and $975.00 per $1,000 respectively.
• The notes are unsecured, unsubordinated obligations of JPMorgan Financial and rank equally with all other senior unsecured debt; payments depend on the creditworthiness of both the issuer and JPMorgan Chase & Co.

Risk highlights (summarised from “Selected Risk Considerations”):

• Principal is at risk up to 90 % if the underlying index falls more than 10 %.
• Gains are capped; investors do not receive dividends or periodic interest.
• No exchange listing; secondary liquidity depends solely on JPMS and may be materially below issue price, especially because the estimated value is below the public price.
• Potential conflicts of interest and hedging activities by JPMorgan affiliates may influence secondary prices.
• Product-specific index risks: non-U.S. constituents in the Nasdaq-100; small-cap volatility in the Russell 2000; JPMorgan representation within the S&P 500.

Investor profile: suited to investors willing to (i) forgo current income, (ii) accept issuer credit risk, (iii) cap upside in exchange for 10 % buffer and 1.5× leverage, and (iv) hold to maturity.

Insights

Structured Products Analyst

TL;DR: 3-year notes offer 1.5× upside with 10 % buffer but capped gains and significant issuer spread; credit and liquidity risks remain high.

Positives: Investors obtain leveraged exposure to major U.S. indices with limited first-loss protection. The 10 % buffer and 150 % participation produce a breakeven of -6.67 % (10 %/1.5) before the cap binds. Short three-year tenor reduces long-run uncertainty.

Negatives: Maximum returns of 16-22 % equate to 5-7 % CAGR, markedly below historical equity returns if indices rally strongly. The ~4 % difference between estimated value and issue price is material, meaning investors start in a hole. Liquidity is dealer-driven, and the small deal size (<$0.7 m total) makes active secondary trading unlikely. Credit spread widening in JPM may impair mark-to-market. For JPM, the deal is essentially off-balance-sheet funding at attractive terms; capital impact is negligible.

Net impact: From a market standpoint the issuance is routine and not expected to move JPM equity or debt prices. For retail investors, the risk/return trade-off is balanced but offers limited alpha after fees.

Portfolio Manager

TL;DR: Retail-targeted note—appealing headline leverage, but fee drag, cap and 90 % downside mean risk-adjusted value is modest.

The product monetises volatility: JPM sells a call spread and buys a put spread, pocketing the premium differential through the 3.9-4.2 % structuring margin. Investors effectively finance JPM at ~4 % above fair value while accepting unsecured credit exposure. With a 10 % buffer, the note behaves like a covered-call strategy with partial downside hedge; expected return in base-case scenarios often lags direct equity exposure, especially given forgone dividends (~1.3-1.5 % annually on the S&P 500).

Risk budgeting: the 90 % maximum loss and illiquidity make the notes unsuitable for large allocations in institutional portfolios; they may serve as tactical trades for clients with defined views on range-bound markets. Because size is de-minimis, I classify the transaction as not impactful for JPM or the broader market.

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
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	10000	2329897.39	2808833000	07/03/2025	NYSE

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 *
Common	09/15/2024	Restricted Stock Vesting	Issuer			2082	09/15/2024	Compensation
Common	09/20/2024	Restricted Stock Vesting	Issuer			2642	09/20/2024	Compensation
Common	12/05/2024	Restricted Stock Vesting	Issuer			5276	12/05/2024	Compensation

* 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

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

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)

FAQ

What is the maturity date of JPMorgan's 2025 Capped Buffered Return Enhanced Notes?

The notes mature on 30 June 2027.

How much upside can investors earn on the NDX, RTY and SPX notes?

Maximum returns are 20.70 % (NDX), 21.95 % (RTY) and 16.15 % (SPX), equating to maturity payments up to $1,207, $1,219.50 and $1,161.50 per $1,000 note.

What downside protection do the notes provide?

A 10 % Buffer Amount; losses begin only if the underlying index falls more than 10 % from its initial value.

Are the notes principal protected?

No. Investors may lose up to 90 % of principal if the index decline exceeds the 10 % buffer.

Do the notes pay interest or dividends during the term?

No. Investors forgo all interest and index dividends; any return is delivered solely at maturity.

What is the estimated value versus the issue price?

Estimated values were $961.00 (NDX), $958.30 (RTY) and $961.10 (SPX) per $1,000, roughly 3.9 %–4.2 % below the public offering price.

Will the notes be listed on an exchange?

No. They are not exchange-listed; liquidity depends on JPMS making a secondary market, which may be limited.