Patriot Natl SEC Filings

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is marketing an SEC-registered offering of Review Notes Linked to the MerQube US Tech+ Vol Advantage Index (the “Index”). The preliminary pricing supplement outlines a five-year, automatically callable, unsecured note whose return profile is driven by the Index’s closing level on 49 monthly review dates.

Key economic terms

• Issue/Settlement: expected 15 Jul 2025 / 18 Jul 2025; CUSIP 48136FQM7
• Denomination: $1,000 minimum
• Automatic Call: triggered if the Index closes ≥100 % of its initial level on any review date (earliest 15 Jul 2026). Investors then receive principal plus a Call Premium Amount starting at ≥17.75 % and stair-stepping to ≥88.75 % by the final review date.
• Downside Protection: 15 % buffer at maturity only. If the notes are not called and the Index has fallen by >15 %, repayment is $1,000 + $1,000 × (Index Return + 15 %), exposing holders to up to 85 % loss of principal.
• Estimated Value: ≈$912.10 per $1,000 today (and not less than $900 at pricing) versus a $1,000 issue price; difference reflects selling commissions (≤$44) and hedging costs.
• Index Mechanics: rules-based exposure (0–500 %) to the Invesco QQQ Trust, targeting 35 % implied volatility. A 6 % p.a. daily fee and a notional SOFR+0.50 % financing charge are deducted, creating a structural drag and widening the gap versus un-deducted strategies.

Risk highlights

• No interest payments; return capped at the applicable call premium.
• Unsecured, unsubordinated claims on JPMorgan Financial; repayment relies on JPMorgan Chase & Co. credit strength.
• Secondary market expected to be limited; notes will not be listed.
• High leverage and weekly rebalancing may magnify losses during volatility spikes; index may also remain materially uninvested.
• Conflicts of interest: JPMS co-designed the index, owns 10 % of the sponsor and will act as calculation agent and market-maker.

Overall, the product offers attractive headline premiums for investors comfortable with credit exposure to JPMorgan, structural index drag, limited liquidity and substantial downside risk beyond a 15 % buffer.

Patriot National Bancorp, Inc. (PNBK) – Form 4 insider filing

President & CEO Steven Sugarman, reporting through the Steven and Ainslie Sugarman Living Trust, disclosed the automatic conversion on 3 July 2025 of the Trust’s entire holding of Series A Preferred Stock into common equity.

• Preferred stock retired: 25,000 Series A shares (19,167 originally purchased in the March 20 2025 private placement plus 5,833 received as fee reimbursement).
• Resulting equity: The conversion generated 2,000,000 Non-Voting Common shares. These were immediately converted, on a one-for-one basis and subject to a 9.99 % ownership cap, into 2,000,000 Voting Common shares.
• Transaction code “C” (conversion) – no cash paid at conversion; original preferred purchase price was $0.75 per underlying common share equivalent.
• Post-transaction position: The Trust now holds 2,000,000 Voting Common shares directly, with no remaining derivative (preferred or non-voting) position.

The filing simplifies the capital structure by eliminating Series A Preferred Stock and increases the CEO’s direct voting stake, potentially aligning management and shareholder interests. However, the issuance of 2 million new voting shares adds dilution to the outstanding common share base (exact percentage impact cannot be calculated from the filing because total shares outstanding is not disclosed).

Patriot National Bancorp, Inc. (PNBK) – Form 4 insider filing

President & CEO Steven Sugarman, reporting through the Steven and Ainslie Sugarman Living Trust, disclosed the automatic conversion on 3 July 2025 of the Trust’s entire holding of Series A Preferred Stock into common equity.

• Preferred stock retired: 25,000 Series A shares (19,167 originally purchased in the March 20 2025 private placement plus 5,833 received as fee reimbursement).
• Resulting equity: The conversion generated 2,000,000 Non-Voting Common shares. These were immediately converted, on a one-for-one basis and subject to a 9.99 % ownership cap, into 2,000,000 Voting Common shares.
• Transaction code “C” (conversion) – no cash paid at conversion; original preferred purchase price was $0.75 per underlying common share equivalent.
• Post-transaction position: The Trust now holds 2,000,000 Voting Common shares directly, with no remaining derivative (preferred or non-voting) position.

The filing simplifies the capital structure by eliminating Series A Preferred Stock and increases the CEO’s direct voting stake, potentially aligning management and shareholder interests. However, the issuance of 2 million new voting shares adds dilution to the outstanding common share base (exact percentage impact cannot be calculated from the filing because total shares outstanding is not disclosed).

JPMorgan Chase Financial Company LLC is offering Leveraged Market-Linked Step Up Notes maturing in July 2027 that are linked to a six-index international equity basket. The basket is weighted 40% EURO STOXX 50, 20% FTSE 100, 20% Nikkei 225, 7.5% Swiss Market Index, 7.5% S&P/ASX 200 and 5% FTSE China 50, making European performance—particularly the EURO STOXX 50—the largest driver of returns.

Return profile at maturity

• If the basket is flat or higher, holders receive the greater of: (a) principal plus a Step Up Payment of 16–18% ($1.60–$1.80 per $10 unit) or (b) principal plus 150% of the positive basket return.
• If the basket declines, investors incur a 1-for-1 loss of principal—up to total loss—based solely on the final basket level.

Key structural terms

• Denomination: $10 per unit; minimum initial order of 10,000 units.
• Tenor: approximately 2 years.
• Issuer credit: unsecured note of JPMorgan Chase Financial Company LLC; fully and unconditionally guaranteed by JPMorgan Chase & Co.
• Fees: $0.20 per unit (sales commission $0.15; structuring fee $0.05).
• Initial estimated value: $9.50–$9.715, below the $10 public offering price due to embedded fees and internal funding assumptions.
• Secondary market: none expected; JPMS may offer limited, uncommitted liquidity.

Risk highlights

• Full downside market exposure with no principal protection.
• Performance measured only on the Final Calculation Day; interim gains can be lost.
• Credit risk of both issuer and guarantor; notes are not FDIC-insured.
• Potential conflict of interest as JPMS is calculation agent and hedging counterparty.
• Estimated value discount and fees create negative carry for investors exiting early.

The product suits investors with a bullish or neutral two-year view on the basket who can tolerate full loss of principal, forgo dividends and accept limited liquidity in exchange for enhanced upside participation and a defined minimum positive return.