[144] Rockwell Medical, Inc. (DE) SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering Auto Callable Accelerated Barrier Notes linked to the least-performing of the Dow Jones Industrial Average, the Nasdaq-100 Index and the Russell 2000 Index. The notes settle on or about July 11, 2025 with a scheduled maturity of July 13, 2028, unless automatically called.

• Automatic call feature: If the closing level of each index on the single Review Date (July 14, 2026) is at or above its Call Value (100 % of the initial level), investors receive $1,000 principal plus a Call Premium Amount of at least $157.50 (≥ 15.75 %) and the trade terminates one year early.
• Upside at maturity: If not called and the Final Level of each index exceeds its Initial Level, the return equals 1.5 × the performance of the worst index (Upside Leverage Factor 1.50), uncapped.
• Barrier protection: Principal is protected so long as the Final Level of each index remains at or above 70 % of its Initial Level (the Barrier Amount).
• Downside risk: If any index closes below the 70 % barrier on the Observation Date, investors lose 1 % of principal for every 1 % decline of the worst index; losses can reach 100 %.
• Credit exposure: The notes are senior unsecured obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co.; payments depend on both entities’ creditworthiness.
• Pricing economics: Estimated value today would be ≈ $944.40 per $1,000 note (minimum $920) versus a $1,000 offering price, reflecting distribution costs, hedging and funding spreads.
• Liquidity & income: Notes do not pay periodic interest, will not be listed on an exchange, and resale depends on the bid of J.P. Morgan Securities; investors forgo dividends on index constituents.

In sum, the structure offers leveraged, uncapped upside and a 15.75 % minimum call premium in year one, offset by significant downside and credit risk, limited liquidity, and an issue price that exceeds estimated fair value.

Positive

• 15.75 %+ Call Premium payable after roughly one year if indices stay at or above initial levels, delivering an attractive short-term return.
• 1.5× Leveraged Upside at maturity provides uncapped participation in the worst index, enhancing potential gains if markets rally.
• 70 % Barrier affords conditional principal protection against moderate market declines across all three indices.

Negative

• Downside beyond 30 %: If any index finishes below 70 % of its initial level, investors participate fully in losses and could lose total principal.
• Credit & Liquidity Risk: Notes are unsecured JPM obligations and are not exchange-listed; resale depends on JPMS bids likely below issue price.
• Valuation Gap: Estimated value (≈ $944.40) is materially lower than the $1,000 offering price, embedding ~5.6 % costs at issuance.
• Upside Capped if Called: Automatic call halts participation in further equity appreciation after year one.

Insights

Structured Products Analyst

TL;DR: High-yield, equity-linked note offers 15.75 % early premium and 1.5× upside but carries 70 % barrier, full credit risk and limited liquidity.

The note’s payoff profile suits investors with a moderately bullish 12-month view on large-cap, tech-heavy and small-cap U.S. equities, yet who still want partial downside protection. A single call observation mitigates reinvestment risk relative to monthly or quarterly callables, but also restricts premium capture to one date. The 70 % barrier is typical; however, recent volatility in small-caps (RTY) increases breach probability. The minimum 15.75 % call premium equates to ≈ 15 % IRR if triggered, attractive versus current money-market yields. On valuation, the estimated issue value (≈ 94.4 % of par) implies a 5.6 % embedded cost—reasonable but not cheap. Investors must weigh JPM’s AA-/Aa2 credit against potential equity drawdowns. Overall, risk-reward is balanced.

Risk Analyst

TL;DR: Principal can erode beyond 30 % if any index falls <70 %; automatic call caps upside; liquidity and credit add further risk.

Correlation risk matters: because payoff hinges on the worst performer, diversification across the three indices offers little protection. Small-cap and tech components historically exhibit higher beta, raising barrier breach odds. The note’s illiquidity is a material concern—secondary bids will be below theoretical value and sensitive to JPM funding spreads. Credit exposure, although investment grade, is non-trivial for a three-year horizon amid unknown macro conditions. Tax treatment is uncertain (open-transaction characterization) and could change retroactively. Investors seeking capital preservation or steady income should avoid this structure.

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	Raymond James & Associates 880 Carillon Parkway St. Petersburg FL 33716	886	697.00	34174687	07/01/2025	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 *
COMMON	03/14/2025	RSU VESTING	ISSUER			8666	03/14/2025	RSU VESTING

* 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
JESSE NERI 3 MALLARD DR NEWTOWN SQ PA 19073	COMMON	04/01/2025	886	939.00

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)

FAQ

What is the key benefit of JPMorgan’s VYLD Auto Callable Accelerated Barrier Notes?

Investors may receive a minimum 15.75 % call premium after one year plus full principal if all three indices meet the call threshold.

How much principal protection do the VYLD notes offer?

Principal is protected only if the Final Level of every index stays at or above 70 % of its Initial Level; below that threshold losses are 1-for-1.

What happens if the notes are automatically called in 2026?

Holders receive $1,157.50 or more per $1,000 note and the investment terminates early; no further upside is available.

Do the notes pay interest or dividends before maturity?

No. No periodic coupons or dividends are paid; return is realized only via the call premium or maturity payoff.

Can I sell the VYLD notes before maturity?

The notes are not exchange-listed; secondary liquidity depends on JPMS making a market and prices may be well below par.