[144] VISTEON CORPORATION SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $83,000 of Step-Up Auto Callable Notes due 6 July 2028 that are fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes provide:

• Automatic call opportunity: if the S&P Global 100 PR 5% Daily Risk Control 0.5% Deduction Index (USD) ER (“the Index”) closes at or above the Call Value on any Review Date – 101.15% of the Initial Value on 30 Jun 2026 or 102.30% on 30 Jun 2027 – investors receive principal plus a 10 % / 20 % Call Premium and the trade terminates early.
• Uncapped upside at maturity: if not called and the Index appreciates, holders receive 100 % participation in the positive Index return; if the Index is flat or down, principal is repaid in full.
• Capital protection at maturity (but no interim interest) and minimum denomination of $1,000.
• Credit exposure to both the issuer and the guarantor; the notes are unsecured and unsubordinated.

Key economics

• Issue price: $1,000 per note; selling fees $9.5783; net proceeds $990.4217.
• Estimated value on the pricing date: $956.90 (95.69 % of par), highlighting a sizable issuer/structuring margin.
• Index initial level: 115.92; annual 0.50 % index deduction and daily financing cost reduce headline performance.
• Callable from year 1; final maturity 3 years if never called.

Risk highlights

• Pay-out is capped to 10 %/20 % if the note auto-calls, potentially truncating stronger Index gains.
• No interest or dividend payments; investors forgo carry.
• The note is not listed; secondary liquidity depends entirely on J.P. Morgan Securities LLC and is expected at a discount to issue price, particularly because the internal secondary market funding rate differs from par pricing.
• Taxed as a contingent payment debt instrument; holders must accrue OID at a comparable yield of 4.90 % even though cash flows occur only upon call or maturity.
• Product performance may diverge materially from the underlying equity market because the 5 % volatility-target mechanism can leave the Index significantly uninvested.

Overall, the notes suit investors seeking principal protection with modest equity-linked upside and defined call premiums, who can tolerate issuer credit risk, limited liquidity, and complex tax treatment.

Positive

• 100 % principal protection at maturity if not called, appealing to capital-preservation investors.
• 10 % or 20 % step-up call premiums create defined, attractive exit returns within one or two years.
• Uncapped upside participation at maturity allows further gains if the Index appreciates and the note is not called.

Negative

• High embedded costs: estimated value is $956.90 vs. $1,000 issue price, a 4.3 % upfront drag.
• Auto-call caps upside to 10 %/20 % if thresholds are hit, regardless of larger Index moves.
• No interest or dividend income; carry is zero until call or maturity.
• Dealer-only liquidity and no exchange listing may trap investors in widening bid–offer spreads.
• Complex tax treatment as contingent payment debt instruments requires OID accrual.

Insights

Structured Products Analyst

TL;DR – Principal-protected note with 10-20 % early-call upside; estimated value 4 % below issue, liquidity & auto-call truncate gains.

The structure offers capital preservation and a respectable 10 %/20 % step-up premium if volatility remains contained. However, the Index’s daily 0.5 % drag and financing cost materially slow performance, meaning auto-call is not guaranteed. At 95.69 % estimated value, buyers pay roughly 4 % in embedded costs up-front, reducing risk-adjusted return. Liquidity is dealer-driven and could widen materially in stress, and credit exposure to JPMorgan remains. The note is investment-grade credit neutral but provides limited incremental yield versus simply holding high-quality bonds and equities separately.

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	2000	200300.00	27258238	07/02/2025	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	01/11/2021	Restricted Stock Vesting	Issuer			2000	01/11/2021	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Robert Vallance One Village Center Drive Van Buren Township MI 48111	Common	06/05/2025	4000	329840.00

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

When can JPMorgan's Step-Up Auto Callable Notes be automatically called?

The first call opportunity is 30 Jun 2026; a second is 30 Jun 2027. If the Index closes ≥101.15 % and ≥102.30 % of the Initial Value on those dates, respectively, the notes auto-call.

What premium do investors receive if the notes auto-call?

Investors receive principal plus a 10 % premium after year 1 or a 20 % premium after year 2.

Is principal protected on the JPM Step-Up Notes?

Yes. If the notes are not called, holders receive at least the $1,000 principal at maturity, subject to JPMorgan credit risk.

What is the estimated value versus the issue price?

JPMorgan calculates an estimated value of $956.90 per $1,000 note, 4.3 % below the $1,000 offering price.

How does the 5 % volatility-target Index impact returns?

The Index can be significantly uninvested; plus a 0.50 % annual deduction and daily financing cost dampen performance, reducing the likelihood of higher upside.