[Form 4] Teradyne, Inc. Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., plans to issue six-year Uncapped Accelerated Barrier Notes linked to the S&P 500® Futures Excess Return Index. The notes are designed to give investors leveraged upside participation while providing partial downside protection.

• Key dates: Pricing Date 11 Jul 2025; Observation Date 11 Jul 2031; Maturity 16 Jul 2031.
• Minimum investment: $1,000 (CUSIP 48136E6A8).
• Upside: Investors receive the principal plus at least 2× the index return if the Final Value is above the Initial Value; upside is uncapped.
• Barrier: 60 % of Initial Value. If the index closes at or above the barrier, principal is returned even if the index declined.
• Downside: If the Final Value is below the barrier, investors are fully exposed to the negative index return and could lose their entire principal.
• Estimated value: Not less than $920 per $1,000 note at pricing—below the $1,000 issue price—reflecting dealer margins and hedging costs.

Risks highlighted include potential loss of principal, credit risk of the issuer/guarantor, lack of liquidity (no obligation for JPMS to make a secondary market), no periodic interest, index composition and futures roll risk, potential conflicts of interest in pricing/hedging, and uncertain tax treatment.

The offering is registered with the SEC under Rule 433; investors are urged to read the linked preliminary pricing supplement and risk factors before investing.

Positive

• At least 2× leveraged upside on any index gain with no cap, enhancing potential total return.
• 40 % downside buffer via a 60 % barrier, returning principal on moderate index declines.
• Estimated value disclosure (≥ $920) offers transparency into dealer economics.
• SEC-registered offering provides standard investor protections and documentation.

Negative

• Full downside exposure once the 60 % barrier is breached, allowing losses up to 100 % of principal.
• No interest payments, resulting in negative carry relative to income-generating assets.
• Issuer and guarantor credit risk; the notes are unsecured obligations of JPMorgan entities.
• Secondary-market illiquidity; JPMS is not obliged to make a market and may quote at deep discounts.
• Index roll yield risk inherent in futures-based excess-return indices could dampen performance.
• Estimated value below issue price implies an immediate “premium” paid by investors.
• Uncertain tax treatment, requiring investors to consult advisers.

Insights

Structured Products Analyst

TL;DR: 2× uncapped upside with 40 % buffer, but credit, liquidity and barrier breach risks temper appeal.

The notes provide an attractive headline: uncapped leverage of at least 2 × on positive index performance and a 60 % barrier that shields the first 40 % of losses. This asymmetric payoff can suit investors with a moderately bullish six-year view who accept the trade-off of forfeiting dividends and tolerating issuer credit risk. The structure leverages the Excess Return version of the S&P 500 futures index, meaning returns derive solely from futures price changes, not total return, and are susceptible to negative roll yield. The estimated value (≥ $920) signals a roughly 8 % embedded cost, typical for retail notes but noteworthy for return expectations. Overall impact: neutral; the note is a niche tool rather than a material event for JPM’s fundamentals.

Risk Analyst

TL;DR: Principal loss beyond 40 %, illiquidity, and credit exposure create significant downside risk despite headline leverage.

Investors face three concentrated risks: 1) Barrier risk—a 41 % or greater index drop triggers full loss participation; historical drawdowns show such moves are plausible. 2) Credit risk—the note is an unsecured obligation of JPMorgan entities; a downgrade or stress event could erode secondary-market value. 3) Liquidity risk—dealer repurchases are discretionary and likely at a steep discount, elevating mark-to-market volatility. The absence of coupons further means negative carry versus traditional fixed-income allocations. Given these factors, I classify the issuance as moderately negative for risk-aware investors.

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^*

Sayiner Necip

(Last) (First) (Middle)

TERADYNE, INC.

600 RIVERPARK DRIVE

(Street)

NORTH READING MA 01864

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TERADYNE, INC [ TER ]

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)
07/01/2025

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	07/01/2025		A		2,132(1)	A	$0	2,132	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. Represents restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's 2006 Equity and Cash Compensation Incentive Plan. Each RSU represents the right to receive one share of Common Stock. The RSUs are time-based, and will vest in full on the earlier of the date of the Issuer's 2026 Annual Meeting of Shareholders or the last Thursday in May 2026.

	/s/ Ryan E. Driscoll, Attorney-in-Fact	07/03/2025
	** 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 the JPM 6-year barrier notes?

The Upside Leverage Factor will be set on the pricing date and will be no less than 2.00.

How much downside protection do the notes linked to the S&P 500 Futures Excess Return Index provide?

Principal is protected as long as the index does not fall below 60 % of its Initial Value on the observation date.

Can I lose my entire investment in these JPMorgan structured notes?

Yes. If the Final Value is below the 60 % barrier, you participate 1-for-1 in further losses and could lose all principal.

Will I receive periodic interest from the Uncapped Accelerated Barrier Notes?

No. The notes pay no coupons or interest; all return is delivered at maturity.

Is there a guaranteed secondary market for these notes (CUSIP 48136E6A8)?

No. JPMS may offer to repurchase the notes but is not obligated, and prices may be substantially below par.

What is the estimated value of the notes at issuance?

JPMorgan estimates the value will be at least $920 per $1,000 note, lower than the $1,000 purchase price.