Inverse VIX S/T Futs ETNs due Mar22,2045 SEC Filings

JPMorgan Chase Financial Company LLC is offering $260,000 principal amount of Auto-Callable Contingent Interest Notes linked to the MerQube US Tech+ Vol Advantage Index (Bloomberg: MQUSTVA). The notes mature on 11 July 2030 and are fully and unconditionally guaranteed by JPMorgan Chase & Co. They are issued in $1,000 denominations and priced at par on 8 July 2025, settling 11 July 2025 (CUSIP 48136FKY7).

Coupon mechanics: Investors receive a contingent monthly coupon of 1.10417% (13.25% p.a.) only if, on the applicable Review Date, the Index closes at or above the Interest Barrier (60% of the 11,148.89 Initial Value). No coupon is paid for periods in which the barrier condition is unmet.

Automatic call: Beginning 8 July 2026 (the 12^th Review Date), the notes are automatically redeemed at par plus accrued coupon if the Index closes at or above its Initial Value on any Review Date other than the first 11 or final date. Automatic call shortens the investment horizon but caps income potential.

Principal repayment: If the notes are not called and the Final Value is at least 50% of the Initial Value (the Trigger), investors receive par plus any final coupon. If the Final Value is below the Trigger, repayment equals par multiplied by the Index return, exposing investors to losses greater than 50% and up to 100% of principal.

Embedded drags on the Index: The Index deducts (1) a daily 6.0% p.a. fee and (2) a daily SOFR + 0.50% financing cost on its notional QQQ exposure. These deductions significantly reduce positive performance and amplify negative moves, making barrier breaches more likely.

Economics: The offering price incorporates $9 selling commission per note; net proceeds to issuer are $991 each. JPMorgan estimates the fair value at $937 per $1,000 (93.7% of par), reflecting structuring and hedging costs. The notes will not be listed, and secondary liquidity depends solely on dealer willingness.

Key risks include: (i) loss of >50% principal if the Index falls 50% or more; (ii) potential for zero coupons; (iii) credit risk of JPMorgan Financial and JPMorgan Chase & Co.; (iv) market risk stemming from Index leverage and deductions; (v) conflicts of interest—JPM affiliates helped design the Index and hold a 10% stake in the sponsor; and (vi) lack of market listing.

Overall, the notes appeal to yield-seeking investors comfortable with equity-linked downside risk, Index drag, and liquidity constraints, in exchange for a high contingent coupon and the possibility of early redemption.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is marketing an SEC-registered offering of Review Notes Linked to the MerQube US Tech+ Vol Advantage Index (the “Index”). The preliminary pricing supplement outlines a five-year, automatically callable, unsecured note whose return profile is driven by the Index’s closing level on 49 monthly review dates.

Key economic terms

• Issue/Settlement: expected 15 Jul 2025 / 18 Jul 2025; CUSIP 48136FQM7
• Denomination: $1,000 minimum
• Automatic Call: triggered if the Index closes ≥100 % of its initial level on any review date (earliest 15 Jul 2026). Investors then receive principal plus a Call Premium Amount starting at ≥17.75 % and stair-stepping to ≥88.75 % by the final review date.
• Downside Protection: 15 % buffer at maturity only. If the notes are not called and the Index has fallen by >15 %, repayment is $1,000 + $1,000 × (Index Return + 15 %), exposing holders to up to 85 % loss of principal.
• Estimated Value: ≈$912.10 per $1,000 today (and not less than $900 at pricing) versus a $1,000 issue price; difference reflects selling commissions (≤$44) and hedging costs.
• Index Mechanics: rules-based exposure (0–500 %) to the Invesco QQQ Trust, targeting 35 % implied volatility. A 6 % p.a. daily fee and a notional SOFR+0.50 % financing charge are deducted, creating a structural drag and widening the gap versus un-deducted strategies.

Risk highlights

• No interest payments; return capped at the applicable call premium.
• Unsecured, unsubordinated claims on JPMorgan Financial; repayment relies on JPMorgan Chase & Co. credit strength.
• Secondary market expected to be limited; notes will not be listed.
• High leverage and weekly rebalancing may magnify losses during volatility spikes; index may also remain materially uninvested.
• Conflicts of interest: JPMS co-designed the index, owns 10 % of the sponsor and will act as calculation agent and market-maker.

Overall, the product offers attractive headline premiums for investors comfortable with credit exposure to JPMorgan, structural index drag, limited liquidity and substantial downside risk beyond a 15 % buffer.

JPMorgan Chase Financial Company LLC is offering $500,000 aggregate principal amount of Capped Buffered Return Enhanced Notes linked to the S&P 500® Futures Excess Return Index (Bloomberg: SPXFP). The notes priced on 8-Jul-2025, settle on 11-Jul-2025 and mature on 11-Jul-2030.

Pay-off structure

• Upside: 2.0× positive index performance, capped at a Maximum Return of 109.00% (max payment = $2,090 per $1,000).
• Buffer: First 20% of negative performance is absorbed; below that, investors lose 1% of principal for every 1% drop beyond the buffer (maximum loss 80%).
• No coupons: the notes do not pay periodic interest.

Key economic terms

• Initial Value: 515.99 (index close on pricing date).
• Observation Date: 8-Jul-2030 (subject to disruption adjustments).
• Issuer: JPMorgan Chase Financial Company LLC; guaranteed by JPMorgan Chase & Co. (unsecured & unsubordinated).
• Minimum denomination: $1,000; CUSIP 48136FKN1.
• Price to public: 100%; selling commission $5 (0.5%) per note; proceeds to issuer 99.5%.
• Estimated value at pricing: $973.70 (≈ 2.6% below issue price) calculated using JPM internal models and funding rate.

Risk highlights

• Principal at risk: up to 80% loss if index falls >20%.
• Performance cap: gains above 54.5% index appreciation are forfeited due to 109% maximum return.
• Credit risk: repayment depends on JPMorgan Financial and JPMorgan Chase & Co. creditworthiness.
• Liquidity: notes will not be listed; secondary pricing relies solely on JPMS and is expected to trade below issue price.
• Estimated value discount & internal funding rate: indicate embedded costs and potential negative secondary market impact.
• Market factors: index performance subject to futures roll yield, margin changes, dividend yield drag and potential market disruptions.

Investor profile: suited to investors with a moderately bullish five-year view on U.S. equities who can tolerate significant downside risk, require no interim income, and are comfortable with JPM credit exposure.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering unsecured, two-year Callable Contingent Coupon Equity-Linked Securities linked to the worst performing of the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index.

Structure

• Denomination: $1,000 per note.
• Coupon: at least 0.6833% per month (≈8.20% p.a.) paid only if, on the relevant valuation date, the worst performing index is ≥ 70 % of its initial level (the "coupon barrier").
• Tenor: Issue 21-Jul-2025, maturity 21-Jul-2027, unless earlier redeemed.
• Issuer Call: The issuer may redeem at par on any monthly payment date from 16-Jul-2026 to 16-Jun-2027, plus any due coupon.
• Protection level: 70 % final barrier. If the worst index closes ≥ 70 % of its initial level on the final valuation date, principal is repaid at par; otherwise repayment equals $1,000 + ($1,000 × index return), exposing investors to 1:1 downside below the barrier, potentially to zero.
• Estimated value: ≥ $931 on the pricing date, below the $1,000 issue price, reflecting distribution and hedging costs.
• Listing: No exchange listing; secondary liquidity, if any, will be provided solely by Citigroup Global Markets Inc. (CGMI).

Risk highlights

• Principal risk: no minimum repayment; up to 100 % loss if the worst index falls to zero.
• Contingent income: coupons cease for any period in which the worst index breaches the 70 % barrier.
• Issuer call risk: notes may be redeemed when conditions favour the issuer, capping investors’ yield.
• Credit exposure: payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity: not listed; CGMI may discontinue market-making at any time.
• Tax treatment: uncertain; Citigroup expects to treat the notes as prepaid forward contracts with taxable coupons, but the IRS could assert a different view.

This 424(b)(2) preliminary pricing supplement is not an offer or final terms; figures such as the coupon rate and estimated value will be fixed on the 16-Jul-2025 pricing date.

JPMorgan Chase Financial Company LLC is marketing Contingent Income Callable Securities (principal at risk) due July 15, 2027. Payments are based on the worst-performing of three equity benchmarks: the EURO STOXX 50 (SX5E), S&P 500 (SPX) and Russell 2000 (RTY).

Key structural terms

• Stated principal: $1,000 per note.
• Tenor: roughly two years (pricing expected July 11, 2025; maturity July 15, 2027).
• Contingent coupon: at least 2.275% quarterly (≥ 9.1% p.a.) paid only if each index closes ≥ 70 % of its initial level on every day in the relevant monitoring period.
• Downside threshold / barrier: 70 % of each index’s initial level.
• Early redemption: Issuer may call the notes in whole (not in part) on any coupon payment date after the first, paying principal + any due coupon.
• Payment at maturity (if not called):
  • If every index final level ≥ barrier: return of principal plus final coupon (subject to daily tests).
  • If any index final level < barrier: redemption value = principal × (worst index final/initial). Investors can receive <70 % of par and down to zero.
• Estimated value: approximately $962.50 per $1,000 (final figure will be ≥ $940).
• Fees: $15 selling concession and $4.286 structuring fee per note, embedded in the $1,000 issue price.
• Credit: senior unsecured obligations of JPMorgan Chase Financial Co. LLC, fully and unconditionally guaranteed by JPMorgan Chase & Co.
• Listing: none; secondary liquidity expected to be limited and dealer-driven.

Risk highlights

• No principal protection; investors are exposed 1-for-1 to downside of the worst-performing index below the 70 % barrier.
• Coupons are contingent; a single index breach on any day in a quarter cancels that quarter’s payment.
• Issuer call risk: JPMorgan is most likely to redeem when the notes are performing well, capping upside and forcing reinvestment risk.
• Credit risk of both the issuer and guarantor.
• Estimated value is below issue price; secondary prices will reflect dealer funding spreads, hedging costs and bid-ask spreads.

The product suits investors seeking high conditional income and willing to assume equity-index, barrier and issuer-call risks, acknowledging the possibility of losing the entire principal.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., intends to issue Series A Digital Equity Notes due 13 October 2027 that are linked to the S&P 500® Index. The notes are offered at 100% of principal with no underwriting commission and an initial settlement date on or about 17 July 2025. They pay no periodic interest; your sole return is determined at maturity.

• Upside profile: If the Final Index Level is at least 85% of the Initial Index Level, holders receive a fixed Threshold Settlement Amount expected between $1,158.30 – $1,186.20 (≈ +11.83% to +18.62%) per $1,000 note. Any index performance above this cap does not increase the payout.
• Downside profile: A 15% buffer protects principal only to that point. If the index falls by more than 15%, losses accelerate at the Buffer Rate (≈ 1.1765×). A 25% index decline, for example, cuts the redemption value to roughly 29.41% of par; a total loss is possible.
• Key economics: Estimated value at pricing will be $975.80 – $985.80, below par because of structuring and hedging costs. JPMS may make a secondary market but is not obliged to do so; liquidity could therefore be limited.
• Credit & structural risk: Payments depend on the credit of both JPMorgan Chase Financial Company LLC (issuer) and JPMorgan Chase & Co. (guarantor). The notes are unsecured, unrated debt obligations, not FDIC-insured and not listed on any exchange.
• Tax considerations: Counsel expects the notes to be treated as open transactions (not debt) for U.S. federal income tax purposes, but the IRS could disagree; Section 871(m) withholding is not expected to apply. Investors should consult their tax advisers.
• Conflict of interest: JPMS is calculation agent, distributor and hedging counterparty and therefore faces conflicts. Hedging profits and internal funding costs mean secondary values will initially exceed model value but trend lower over time.

In short, the product provides capped equity participation with limited downside protection. It may fit investors willing to sacrifice full upside and accept issuer credit risk in exchange for a modest buffer and predetermined return potential by 2027.

Bridgewater Bancshares Inc. (symbol: BWBBP) has filed an amended Form D notice (Rule 506(b) exemption) confirming completion of an $80 million private placement of debt securities. The first sale occurred on 24 June 2025 and the entire authorized amount has already been sold, leaving $0 remaining. The offering was limited to 37 investors, each committing at least $100,000. No non-accredited investors participated.

The company engaged three broker-dealers—Piper Sandler & Co., D.A. Davidson & Co., and Hovde Group LLC—and expects to pay a combined $1 million in sales commissions; no finder’s fees were disclosed. The filing states that none of the proceeds will be paid to executive officers, directors, or promoters, addressing potential related-party concerns.

The notice affirms that the offering will not extend beyond one year and is unrelated to any business-combination transaction. Bridgewater Bancshares declines to disclose its revenue range, but classifies itself under the Commercial Banking industry and confirms it is not an investment company under the 1940 Act.

Key implications for investors:

• Completion of a significant non-dilutive capital raise enhances liquidity without issuing equity.
• The use of a well-known Reg D exemption limits public disclosure of terms such as interest rate or maturity.
• Modest commission expense (~1.25% of proceeds) and $0 insider payments suggest prudent capital-raising practices.

Denali Therapeutics Inc. (DNLI) filed a Form 144 indicating a planned insider sale of 495,282 common shares. The shares have an aggregate market value of approximately $7.10 million based on the broker’s data supplied in the filing. The proposed transaction will be executed through Jefferies LLC on or after 9 July 2025 on the NASDAQ exchange.

The shares were originally acquired on 21 August 2015 via a stock-option exercise. No sales by the same account holder were reported in the prior three-month period, and no non-cash consideration or special payment terms were disclosed. With 145 million shares outstanding, the planned sale represents roughly 0.34 % of total shares, suggesting limited dilution or float impact. No remarks, Rule 10b5-1 plan dates, or material adverse information were provided, and the filer attested to compliance with Rule 144 requirements.

JPMorgan Chase Financial Company LLC is offering Callable Contingent Interest Notes maturing 21 January 2027 that are linked individually (not as a basket) to the Russell 2000 Index (RTY), the S&P 500 Index (SPX) and the VanEck Gold Miners ETF (GDX). The notes are unsecured, unsubordinated obligations of the issuer and are fully and unconditionally guaranteed by JPMorgan Chase & Co.; all payments therefore carry the credit risk of both entities.

Income profile. Holders will receive a monthly Contingent Interest Payment of at least 0.80417 % (annualised >= 9.65 %) if, on the related Review Date, the closing value of each underlying is at least 70 % of its Initial Value (the Interest Barrier). No interest is paid for that period if any underlying is below its barrier.

Early redemption. JPMorgan may call the notes in full on any Interest Payment Date from 20 October 2025 onward (excluding the final date). The call price equals par plus the applicable Contingent Interest Payment; investors face reinvestment risk if redeemed.

Principal repayment. If not called, two scenarios apply at maturity: (1) If the Final Value of every underlying is at least 65 % of its Initial Value (Trigger Value), investors receive par plus any final Contingent Interest; (2) If the Final Value of any underlying is below 65 %, principal is exposed 1-for-1 to the downside of the worst performer, potentially down to zero.

• Issue price: $1,000 denomination; minimum investment $1,000.
• Indicative estimated value: $955.10 (no lower than $920.00) per $1,000 note, reflecting selling commissions (max $22.25) and hedging costs.
• Pricing date: on or about 15 July 2025; settlement: 18 July 2025; CUSIP 48136FA28.
• 18 scheduled monthly review/interest dates; final review 15 Jan 2027; maturity 21 Jan 2027.

Risk highlights. Investors may lose >35 %—up to 100 %—of principal if any underlying closes <65 % of its Initial Value on the final Review Date. Interest is not guaranteed and may be zero for the entire term. The issuer’s call right limits upside to the sum of contingent coupons. Secondary market liquidity is expected to be limited; notes are not exchange-listed and JPMS will be the only likely bid. The original issue price exceeds the model-derived estimated value, creating negative yield-to-issuer spread at inception.

Sensitivity. Product returns depend on the least-performing asset among small-cap equities (RTY), large-cap equities (SPX) and gold-/silver-miner equities (GDX), exposing holders to equity, commodity-sector, small-capitalisation and currency risks, as well as correlation break-risk across the three underlyings.