[144] ServiceTitan, Inc. SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $951,000 of Capped Accelerated Barrier Notes maturing on July 5, 2030. The notes are unsecured obligations, fully and unconditionally guaranteed by JPMorgan Chase & Co., and are linked to the least-performing of three major U.S. equity indices: the Dow Jones Industrial Average (INDU), Russell 2000 (RTY) and Nasdaq-100 (NDX).

Key economic terms

• Upside participation: 4.0× any positive return of the worst index, capped at 88.25% (max payment = $1,882.50 per $1,000).
• Barrier protection: 70% of initial level for each index (30% buffer). If any index closes below its barrier on the July 1, 2030 observation date, principal is reduced 1-for-1 with the worst index.
• Pricing date: July 1 2025; settlement: on/about July 7 2025; maturity: July 5 2030.
• Issue price: $1,000; selling commission: $11.25 (1.125%); net proceeds: $988.75.
• Estimated value: $970.40 (reflects internal funding rate and hedging costs, ~2.96% below issue price).
• Minimum denomination: $1,000; CUSIP 48136FCJ9; no exchange listing.

Payoff profile

• Upside scenario: If all three indices finish above their initial values, investors receive 4× the least-performing index return, up to 88.25%.
• Par scenario: If any index is ≤ initial but all three are ≥ barrier, principal is returned.
• Downside scenario: If any index is below its barrier, redemption value = $1,000 + ($1,000 × worst-index return); losses exceed 30% and may reach 100%.

Principal risks include full downside exposure below the 70% barrier, credit risk of both JPMorgan entities, limited upside, lack of secondary-market liquidity, and an issue price above estimated value. The notes pay no coupons and provide no dividend exposure.

Positive

• 4× upside leverage allows amplified participation in equity gains up to 22.06% index appreciation.
• 30% downside buffer provides conditional principal protection if all indices remain above 70% of initial level.
• Full and unconditional JPMorgan Chase & Co. guarantee adds blue-chip credit backing.
• Diversification across large-cap, tech, and small-cap indices offers broad U.S. market exposure.

Negative

• Upside is capped at 88.25%, limiting returns in strong bull markets.
• If any index breaches the 70% barrier, losses mirror worst-index performance with no floor.
• No interim interest or dividends; investors give up carry and dividend yield.
• Credit risk of JPMorgan entities; note is an unsecured senior obligation.
• Liquidity risk: no exchange listing and dealer bid likely below face, especially in volatile markets.
• Issue price exceeds estimated value by ~2.96%, creating immediate negative carry.

Insights

Structured Products Analyst

TL;DR 5-year notes offer 4× upside to 88.25% with a 30% buffer but expose holders to uncapped downside and JPM credit.

From a product-design standpoint, these notes suit investors willing to trade yield and dividends for leveraged equity participation with partial downside protection. The 4× upside looks attractive, but the 88.25% cap is reached once the worst index gains only 22.06%, truncating returns in strong bull markets. The single-index trigger means correlation offers no cushion—one index breach drives losses. Credit-spread widening in JPM paper or equity volatility can compress secondary prices, and the estimated value (97.0% of face) highlights immediate negative carry. With no listing and a five-year tenor, investors should be prepared to hold to maturity. Overall market impact on JPM is negligible; the key consideration is suitability for retail structured-product investors.

Risk Analyst

TL;DR Product embeds 30% soft protection; below that point risk profile mirrors direct equity loss with added JPM credit exposure.

Risk is concentrated in three areas: (1) market path dependency—any index breach nullifies the buffer; (2) credit risk—note ranks pari passu with other senior JPM debt; (3) liquidity—no exchange listing and dealer bid likely below theoretical value, especially after the six-month decay of distribution costs. Volatility spikes in small-cap (RTY) and tech (NDX) components raise breach probability versus DJIA. Given the 4× leverage, delta quickly approaches cap, leaving holders exposed chiefly to downside gamma. Tax treatment relies on open-transaction doctrine and may change with future IRS guidance.

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
Class A Common	Merrill Lynch, Pierce, Fenner & Smith Incorporated 555 California Street, 18th Fl San Francisco CA 94104	1383	150442.74	77266756	07/03/2025	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 *
Class A Common	03/15/2015	Private Placement	Company			1383	03/15/2015	Cash

* 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
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/10/2025	221596	22602792.00
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/10/2025	266502	27183204.00
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/10/2025	11902	1214004.00
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/25/2025	5559	586085.37
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/25/2025	6685	704799.55
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/25/2025	299	31523.57
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/26/2025	55400	5864922.22
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/26/2025	66625	7053257.09
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/26/2025	2975	314948.44
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/27/2025	52353	5625353.04
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/27/2025	62961	6765187.34
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/27/2025	2811	302043.20
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/30/2025	47490	5157069.79
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/30/2025	57112	6201949.25
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	06/30/2025	2550	276911.52
Bessemer Venture Partners VIII L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	07/02/2025	4614	510289.37
Bessemer Venture Partners VIII Institutional L.P. 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	07/02/2025	5549	613696.52
15 Angels II LLC 1865 PALMER AVE STE 104 LARCHMONT NY 10538	Class A Common	07/02/2025	248	27427.78

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 maximum potential return on JPMorgan's Capped Accelerated Barrier Notes (CUSIP 48136FCJ9)?

The notes cap returns at 88.25%, equal to a maximum payment of $1,882.50 per $1,000 principal.

How much downside protection do the notes provide?

Principal is protected only if each index stays at or above 70% of its initial level on July 1 2030; otherwise losses are 1-for-1 with the worst index.

Which indices determine the payout of these structured notes?

Payments are based on the least-performing of the Dow Jones Industrial Average, Russell 2000 Index and Nasdaq-100 Index.

What fees are embedded in the $1,000 issue price?

Selling commissions are $11.25 (1.125%) per note; the estimated value is $970.40, reflecting structuring and hedging costs.

Are these notes listed on an exchange or tradable daily?

No. The notes are not exchange-listed; liquidity depends on dealer willingness to bid and may be limited.

When do the notes mature and when is performance measured?

Performance is observed on July 1 2030; the notes mature and pay on July 5 2030, subject to market-disruption adjustments.