Viridian Therapeutics Inc SEC Filings

JPMorgan Chase Financial Company LLC has filed a Rule 424(b)(2) pricing supplement for $7.007 million of Auto-Callable Contingent Interest Notes linked to Alphabet Inc. (GOOGL) Class A common stock, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes price on 26 June 2025, settle on or about 1 July 2025 and mature on 31 December 2026 unless called earlier.

Key structural terms

• Denomination: $1,000 (CUSIP 48136EQ73)
• Initial Value (GOOGL close 26 Jun 2025): $173.54
• Interest Barrier / Trigger Value: 64 % of Initial Value ($111.0656)
• Contingent Interest: 10.00 % p.a. (2.50 % quarterly) with a “memory” feature; payable only if the reference stock closes ≥ Interest Barrier on a Review Date.
• Automatic Call: If GOOGL closes ≥ Initial Value on any Review Date other than the final date, investors receive $1,000 plus all due coupons and the notes terminate early.
• Principal at Risk: If not called and Final Value < Trigger, repayment = $1,000 + ($1,000 × Stock Return). Investors lose 1 % of principal for every 1 % decline below Initial Value, exposing them to loss of >36 % and up to 100 %.
• Review / Payment schedule: Sept 26 2025, Dec 26 2025, Mar 26 2026, Jun 26 2026, Sept 28 2026, Dec 28 2026 (final); coupons paid five days later or at maturity.

Pricing economics

• Price to public: $1,000; Selling commissions: $15 (1.50 %); Net proceeds: $985.
• Estimated value at pricing: $978.50 (≈ 97.85 % of face), reflecting internal funding rate, hedging costs and dealer margin—highlighting a 2.15 % premium paid by investors.

Illustrative payouts

• If automatically called at first Review Date with GOOGL ≥ $173.54, total return = 2.5 %.
• If held to maturity with GOOGL ≥ Trigger and no call, maximum total coupon income = $150 (15 % over 18 months).
• If Final Value is 54 % of Initial (below Trigger), investor receives $540 (–46 % total return).

Principal risks

• Principal and coupon risk: No principal protection; coupons contingent.
• Credit risk: Payments depend on JPMorgan Financial and JPMorgan Chase & Co.
• Limited upside: Return capped at cumulative coupons; no participation in GOOGL appreciation.
• Liquidity: No exchange listing; secondary price set by JPMS and may be well below issue price.
• Valuation gap: Issue price exceeds estimated value by $21.50 per note.
• Tax: Issuer intends to treat notes as prepaid forward contracts with ordinary-income contingent coupons; tax treatment uncertain for both U.S. and non-U.S. holders.

The filing provides extensive risk disclosures, historical GOOGL price data, hypothetical scenarios and legal opinions, enabling investors to evaluate the structured note’s risk-return profile relative to direct equity or fixed-income alternatives.