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

JPMorgan Chase Financial Company LLC is marketing Trigger In-Digital Notes that mature on or about 30 September 2026 and are fully and unconditionally guaranteed by JPMorgan Chase & Co. The Notes are linked to the first-nearby Brent crude oil futures contract (CO1) or, on the expiry day of that contract, the second-nearby contract (CO2).

Key economic terms

• Issue price: $10 per Note (minimum purchase 100 Notes).
• Term: ≈ 15 months (Trade Date 2 Jul 2025; Maturity 30 Sep 2026).
• Digital Return: to be fixed on the Trade Date, expected between 11.00 % – 12.00 %.
• Digital Barrier / Downside Threshold: 70 % of the Initial Value (rounded to two decimals).
• Payment at maturity: • If Final Value ≥ Barrier → principal + Digital Return. • If Final Value < Barrier → principal reduced dollar-for-dollar with the negative Underlying Return, with a minimum of $0.
• No periodic coupons & no interim principal protection.
• Secondary market: not exchange-listed; any liquidity relies on J.P. Morgan Securities (JPMS) acting as bid provider.
• Fees: selling concession to UBS ≤ $0.20 per $10 Note; proceeds to issuer ≈ $9.80.
• Estimated value on pricing date: expected ≥ $9.50 (illustrative $9.651 today), i.e. 3 %–5 % below issue price.

Investor profile — Suitable only for investors who (1) can tolerate full principal loss, (2) expect Brent crude to finish ≥ 70 % of its initial level in September 2026, (3) are comfortable foregoing upside above 11-12 %, and (4) accept credit and liquidity risk from JPMorgan Financial/JPMorgan Chase & Co.

Principal risk highlights

• Full downside exposure below the 70 % threshold may result in up to 100 % loss of principal.
• Limited upside is capped at the fixed Digital Return even if Brent appreciates far beyond the barrier.
• Credit risk of both JPMorgan Financial (issuer) and JPMorgan Chase & Co. (guarantor).
• Liquidity risk: Notes are not listed; secondary bids, if any, likely below issue price and may reflect an internal funding rate.
• Estimated value discount to issue price reflects embedded costs (commissions, hedging, structuring) and is expected to amortise over roughly seven months.
• Tax uncertainty: treated as an “open transaction” for U.S. tax purposes; IRS could challenge this view.

In short, investors receive a fixed 11-12 % return if Brent does not fall more than 30 % over 15 months, but assume unlimited downside beyond that point and face typical structured-product complexities (valuation opacity, liquidity constraints, credit exposure and tax ambiguity).

J.P. Morgan Chase Financial Company LLC, guaranteed by J.P. Morgan Chase & Co., plans to issue 3-year Uncapped Dual Directional Buffered Return Enhanced Notes linked to the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index.

The notes will be priced on 31 July 2025 and mature on 3 August 2028. Investors purchase in $1,000 denominations and receive a single payment at maturity determined by the “Least Performing Underlying”.

• Upside Leverage: at least 1.21× on any positive Least Performing Underlying Return.
• Dual Directional Feature: If the Least Performing Underlying Return is negative but not worse than –20%, investors still earn a positive return equal to the absolute decline, capped at 20% (maximum $1,200 per note).
• 20% Buffer: First 20% of downside is absorbed; losses begin only if any index falls more than 20% from its initial level.
• Credit Risk: Repayment depends on JPMorgan Chase Financial Company LLC and its parent’s ability to pay.
• Estimated value at pricing: not less than $900 per $1,000 note, reflecting dealer margins and internal funding rates.
• No coupons, dividends or voting rights. Secondary market liquidity is limited; JPMS may—but is not obliged to—make markets.

If any index finishes below its initial level by more than 20%, investors lose principal on a 1-for-1 basis beyond the buffer. The structure therefore suits investors seeking leveraged equity exposure with partial downside protection and willingness to assume issuer credit and liquidity risk.

Offering overview: JPMorgan Chase Financial Company LLC is issuing $850,000 of Capped Accelerated Barrier Notes (CABNs) linked to the Class A common stock of MicroStrategy Inc. (MSTR). The notes settle on or about 3 July 2025, mature on 2 July 2030 and are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Key economics:

• Principal denomination: $1,000 (minimum purchase).
• Upside participation: 150 % of any positive price return on MSTR, capped at a Maximum Return of 395 % (maximum payment $4,950 per note).
• Protection barrier: 50 % of the Strike Value ($383.88) set on 27 June 2025; if the Final Value on 27 June 2030 closes below $191.94, investors lose 1 % of principal for each 1 % decline of the stock, exposing them to losses greater than 50 % and up to 100 %.
• No interim coupons or dividends; investors forgo all cash flows until maturity.
• Issue price: $1,000; estimated value: $918.10 (reflects selling commissions of $32.50 and hedging/issuance costs).

Credit & liquidity: The notes are unsecured, unsubordinated obligations of the issuer and carry JPMorgan Chase & Co. guarantee. They will not be listed on an exchange; secondary liquidity will depend on J.P. Morgan Securities LLC acting as bid-maker and may be at materially lower prices.

Risk highlights: Investors face (i) full downside below the 50 % barrier, (ii) capped upside, (iii) credit risk of both issuing entities, (iv) potentially wide bid-offer spreads and limited liquidity, (v) estimated value below issue price, and (vi) tax uncertainty—notes treated as “open transactions” but subject to possible adverse IRS guidance.

Investor profile: The CABNs suit investors with a speculative bullish view on MSTR over the five-year term, willingness to accept issuer credit risk and potential complete loss of capital, and no need for interim income. They do not suit investors seeking capital preservation, uncapped equity exposure, or near-term liquidity.

Flora Growth Corp. (NASDAQ: FLGC) – Form 4 insider transaction

Director Harold Wolkin reported a single set of transactions dated 30 June 2025 involving his previously granted 30,000 Stock Appreciation Rights (SARs). The filing shows a two-step modification approved by shareholders:

• Disposition (Code D): Cancellation of the original 30,000 SARs carrying a $1.30 exercise price.
• Acquisition (Code A): Issuance of an equal number of replacement SARs at a reduced exercise price of $0.58, maintaining the same 12 Dec 2034 expiration date.

The amendment effectively reprices the award to a level more in line with Flora Growth’s current market valuation, enhancing the economic value of the director’s incentive without changing the underlying share count. Following the adjustment, Mr. Wolkin continues to hold 30,000 SARs; no common shares were bought or sold, and no change occurred in his direct equity ownership.

Investor takeaways

• The repricing is shareholder-approved, indicating formal governance compliance.
• Total potential dilution is unchanged (still 30,000 shares), but the lower strike increases the likelihood that the award will be exercised, marginally raising dilution risk if the stock price recovers.
• The disclosure is routine and does not affect current revenue, earnings, or cash flow figures.

Product overview: JPMorgan Chase Financial Company LLC is offering Uncapped Accelerated Barrier Notes (the “notes”) linked individually to the Dow Jones Industrial Average® (INDU) and the S&P 500® Index (SPX). The notes are senior unsecured obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co., and are scheduled to price on or about 28 July 2025, settle on 31 July 2025, and mature on 1 August 2030.

Key economic terms:

• Upside Leverage Factor: at least 1.31× (final level to be set on pricing date).
• Barrier Amount: 70 % of each index’s initial level (i.e., 30 % downside “buffer”).
• Payment at maturity: • If both indices finish above their initial levels, investors receive $1,000 plus 1.31 × the lesser-performing index’s percentage gain. • If either index finishes ≤ initial but both stay ≥ the 70 % barrier, principal is returned. • If either index finishes below the barrier, payoff equals $1,000 + ($1,000 × lesser-performing index return), exposing investors to full downside beyond –30 % and up to 100 % loss.
• Denominations: $1,000 minimums.
• Estimated value: Approximately $954.20 per $1,000 today; final estimate will not be below $920.00, reflecting embedded structuring and hedging costs.

Risk-return profile: The structure offers uncapped leveraged upside on the weaker of the two flagship U.S. equity indices, moderate downside protection to –30 %, and no periodic coupons. Investors face market risk, issuer and guarantor credit risk, liquidity constraints (no exchange listing), price frictions in secondary trading, and potential conflicts of interest arising from JPMorgan’s roles as issuer, hedger, and calculation agent.

Illustrative payouts (assuming 1.31× leverage): • A 10 % gain in the worse index delivers 13.10 % ($1,131). • A –35 % decline triggers a –35 % loss ($650). • Principal is preserved as long as the worse index does not breach the 70 % barrier at final observation.

Investor suitability: Designed for buy-and-hold investors with a moderately bullish view on U.S. large-cap equities over five years who are willing to forgo dividends and coupons, tolerate potential full principal loss, and assume JPMorgan credit exposure.

Additional considerations: The notes are not FDIC-insured, tax treatment is uncertain (expected to be “open transaction”), and Section 871(m) withholding is not expected to apply to most non-U.S. holders. Up-front selling commissions for brokerage accounts may reach $35 per $1,000; fee-based advisory accounts pay a reduced price of at least $965.

Form 4 filing – Avista Corporation (AVA) reports that director Rebecca A. Klein received 329 shares of common stock on 07/01/2025. The shares were issued as part of the company’s quarterly director compensation program, with the price based on the $37.95 closing price on 06/30/2025. Following the award, Klein’s direct beneficial ownership stands at 27,269 shares. No derivative securities were involved and the transaction was not an open-market purchase; it represents equity taken in lieu of cash fees, reinforcing equity alignment between the director and shareholders.

JPMorgan Chase Financial Company LLC is issuing $89,000 of Step-Up Auto Callable Notes linked to the proprietary J.P. Morgan Dynamic BlendSM Index (ticker: JPUSDYBL). The notes priced on 30 Jun 2025, settle 3 Jul 2025, and mature 6 Jul 2028 unless called earlier.

Economic terms

• Denomination: $1,000; CUSIP 48136EPU3.
• Automatic call if the Index closes at or above the Call Value on a review date: 100.5% of initial on 30 Jun 2026 (10% premium) or 101% on 30 Jun 2027 (20% premium).
• If not called, maturity payment equals principal plus 100% of any positive Index return; downside is floored at par.
• No periodic coupons; investors forgo interim income.
• Price to public = $1,000; estimated value = $957.40 (reflecting dealer fees and hedging costs).

Underlying index – a rules-based strategy that reallocates daily between an S&P 500 futures index and 2-year U.S. Treasury futures to target 3% volatility, less a 0.95% annual index deduction. Low volatility targeting means the strategy may hold large bond exposure, potentially muting equity upside.

Risk & structural considerations

• The notes are unsecured obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.; repayment depends on their creditworthiness.
• No listing is planned; secondary liquidity will rely on dealer bids that are expected to be below the issue price.
• Tax counsel expects contingent payment debt instrument treatment, requiring holders to accrue OID at a 5.22% comparable yield.

The product targets investors comfortable with a potential three-year hold, willing to exchange liquidity and interest income for principal protection, limited call premiums, and uncapped participation in any index appreciation at maturity.

Perion Network Ltd. (PERI) – Form 144 filing: Director-level insider Eyal Kaplan plans to sell 3,115 ordinary shares through broker Oppenheimer & Co. on or about July 1 2025. The proposed sale carries an aggregate market value of $31,617.25, based on a reference price of roughly $10.15 per share. These shares represent 0.007% of the company’s 44,825,053 shares outstanding, indicating an immaterial dilution impact. Kaplan previously sold 3,117 shares on April 1 2025 for gross proceeds of $25,607.03. The shares being sold were acquired on January 1 2025 as restricted stock units granted by the issuer. The filer attests to possessing no undisclosed material adverse information and confirms compliance with Rule 144 requirements.

Cannae Holdings, Inc. (CNNE) – Form 4 Insider Buying Disclosure

Director Douglas K. Ammerman reported the acquisition of 900 CNNE common shares on 06/30/2025 at a price of $20.85 per share under the company’s Director Retainer Election Program (transaction code A). After the transaction, Ammerman directly owns 35,763 shares of Cannae Holdings. No derivative securities were involved and no dispositions were reported. The filing was signed by attorney-in-fact Carol Nairn on 07/01/2025.

• Form type: SEC Form 4 – Statement of Changes in Beneficial Ownership
• Reporting person relationship: Director
• Ownership form after transaction: Direct (D)

The purchase represents a modest increase in insider ownership and may signal incremental confidence in the company, though the dollar value (~$18.8 k) is relatively small compared with Cannae’s market capitalization.