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

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering Auto Callable Contingent Interest Notes maturing 4 February 2027 that are linked individually (not basket-linked) to the Nasdaq-100® Technology Sector Index (NDXT) and the Russell 2000® Index (RTY). The $1,000-denominated notes target investors seeking high contingent income while accepting the possibility of principal loss.

Income mechanics: For any of the 18 monthly Review Dates, if the closing level of each Index is ≥ 75 % of its Initial Value (the “Interest Barrier”), the holder receives a Contingent Interest Payment of at least $7.50 per note (≥ 9 % p.a., paid 0.75 % monthly). If either Index closes below its Interest Barrier, no interest accrues for that period.

Auto-call feature: Starting with the sixth Review Date (2 Feb 2026) and on every subsequent Review Date except the final one, the notes are automatically called if both Indices close ≥ their respective Initial Values. The call price equals par plus the current Contingent Interest Payment, ending the trade early.

Maturity settlement: • If not previously called and the Final Value of each Index is ≥ 75 % of its Initial Value (the “Trigger Value”), investors receive par plus the final interest coupon.
• If the Final Value of either Index is < 75 % of its Initial Value, the redemption equals $1,000 + ($1,000 × Lesser Performing Index Return), exposing the holder to a loss of > 25 % and up to 100 % of principal.

Pricing metrics: Indicative estimated value is $962.90 per $1,000 note, at least $900.00 at pricing, implying an initial value discount of roughly 3.7 % to 10 %. Selling commissions to dealers are capped at $4.00 per note. The notes are expected to price 31 Jul 2025 and settle 5 Aug 2025 (CUSIP 48136FHP0).

Risk highlights: • No guaranteed interest or principal repayment. • Performance tied to the lesser performing index; adverse moves in only one index can negate coupons and trigger losses. • Credit exposure to both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. • Liquidity is limited—no exchange listing and repurchases depend on dealer willingness. • Early autocalled proceeds may need reinvestment at lower yields. • Estimated value is below issue price due to embedded distribution and hedging costs.

Investor profile: Suitable for investors with a bullish-to-sideways view on both U.S. small-cap equities and large-cap technology stocks over 6–18 months, who are comfortable with single-name credit risk, potential illiquidity, payoff complexity and a capped return limited to cumulative coupons.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering Structured Investments titled “Capped Dual Directional Buffered Equity Notes” linked to the Nasdaq-100 Index (NDX) and the S&P 500 Index (SPX).

The notes are expected to price on or about 28 Jul 2025, settle on 31 Jul 2025 and mature on 2 Feb 2028 (3-year, 6-month tenor). Minimum denomination is $1,000; CUSIP 48136FEN8.

Pay-off structure

• Upside: If both indices finish above their initial levels, holders receive 1:1 participation up to a Maximum Upside Return of at least 32.20 % (max redemption ≥ $1,322).
• Directional buffer: If the lesser-performing index (“LPI”) ends ≤ Initial but not more than 15 % lower, investors receive the absolute value of that decline, producing a gain of up to 15 % (max $1,150).
• Downside: If the LPI falls by > 15 %, principal is reduced 1 % for every 1 % loss beyond the buffer; worst-case repayment is $150 (-85 %).

Key economics

• Price to public: $1,000; estimated value if priced today: $960.90 (final estimate ≥ $900).
• Selling commissions: up to $26 per note; secondary trading expected to be limited and at a discount.
• No periodic coupons or dividends; investors forgo index distributions.

Primary risks highlighted by the issuer include: (1) up to 85 % capital loss beyond the 15 % buffer; (2) upside capped at 32.2 % even if indices rally sharply; (3) payments depend on the worse of the two indices; (4) exposure to the unsecured credit of both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; (5) estimated value is below issue price; (6) lack of exchange listing.

The notes appeal to investors seeking limited upside participation, modest protection against first-loss equity risk, and acceptance of credit and liquidity risk in exchange for potential buffered gains.

Bank of Marin Bancorp (BMRC) filed a Form 4 disclosing that director Joel Sklar received 992 shares of common stock on 07/01/2025. The transaction is coded “J,” which, per SEC instructions, denotes a non-open-market acquisition; in this case, the shares were issued as payment of director fees. The reference price reported is $24.05 per share, giving the stock award a value of roughly $24 000. After the grant, Mr. Sklar’s indirect holdings (via trust) increase to 124,644.4596 shares. No derivative securities were involved, and there were no dispositions. Because the award represents routine equity compensation rather than an active market purchase or sale, the filing carries limited immediate market significance.

BlackRock Portfolio Management LLC filed Amendment No. 1 to Schedule 13G disclosing its beneficial ownership in iShares Trust (CUSIP 464287150, common stock) as of 30 June 2025.

The filing shows the following ownership profile:

• Aggregate shares beneficially owned: 52,997,206
• Percent of the class: 10.2%
• Sole voting power: 38,816,036 shares
• Sole dispositive power: 52,997,206 shares
• Shared voting/dispositive power: 0 shares

The filer is classified as a Parent Holding Company / Control Person (HC) under Rule 13d-1(b)(1)(ii)(G). BlackRock states that the shares were acquired and are held in the ordinary course of business and not for the purpose of influencing control of the issuer. Various underlying persons may receive dividends or sale proceeds, but no single party holds more than 5% of the class on its own.

The certification is signed by Spencer Fleming, Managing Director, on 2 July 2025. Exhibit 24 (Power of Attorney) and Exhibit 99 (Item 7 subsidiary information) are referenced but not included in the text provided.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering four-year index-linked notes tied to the S&P 500, Russell 2000 and Nasdaq-100 indices.

• Pricing Date: 28 July 2025   Maturity: 2 Aug 2029 (Observation Date 30 July 2029)
• Denomination: $1,000 minimum
• Participation Rate: 150% of the Least Performing Index Return
• Maximum Amount (Cap): at least $287.50 per $1,000 (28.75% total return); actual cap to be set on pricing date
• Redemption: At maturity investors receive principal plus the Additional Amount, which is floored at zero and capped by the Maximum Amount. Principal is protected only if the issuer and guarantor remain solvent.
• Estimated Value: not less than $900 per $1,000 note at pricing, reflecting fees and the issuer’s internal funding rate.
• CUSIP: 48136FDT6   Preliminary Pricing Supplement

Illustrative payoff: a 20% rise in the worst-performing index produces the capped 28.75% return; any positive return above 19.16667% is also capped. Flat or negative index performance results in repayment of only the $1,000 principal.

Key risks highlighted by the issuer include (i) credit risk of JPMorgan entities, (ii) limited upside due to the cap, (iii) exposure to the worst-performing index, (iv) lack of interim interest or dividends, (v) secondary-market illiquidity and pricing below intrinsic value, and (vi) uncertain tax treatment.

JPMorgan Chase Financial Company LLC is marketing Auto-Callable Contingent Interest Notes linked to the MerQube US Tech+ Vol Advantage Index and guaranteed by JPMorgan Chase & Co. The notes mature on 1 Aug 2030, but may be automatically called as early as the fourth quarterly review date (28 Jul 2026) if the Index closes at or above its Initial Value. Each $1,000 note will pay a Contingent Interest Payment of at least $24.375 per quarter (≥9.75% p.a.) for any review date on which the Index closes at or above the Interest Barrier (50% of the Initial Value). If automatically called, investors receive $1,000 plus the applicable interest payment and no further coupons.

At maturity, if not previously called: (1) investors receive $1,000 plus the final coupon if the Index is ≥50% of its Initial Value, or (2) suffer 1:1 downside exposure below the 50% Trigger Value, risking loss of all principal.
The preliminary estimated value is $902.90 (minimum $900) per $1,000 note, reflecting structuring and distribution costs that depress initial fair value relative to price to public.

Key structural features

• Issuer / Guarantor: JPMorgan Chase Financial Company LLC / JPMorgan Chase & Co.
• Contingent Interest Rate: ≥9.75% p.a., paid quarterly when Index ≥ Interest Barrier.
• Automatic Call: Quarterly, beginning 28 Jul 2026, if Index ≥ Initial Value.
• Trigger & Barrier: 50% of Initial Value.
• Underlying Index mechanics: Dynamic exposure (0-500%) to QQQ Fund, target 35% volatility, 6.0% p.a. daily deduction plus SOFR+0.50% notional financing drag.
• Minimum denomination: $1,000.
• CUSIP: 48136FBP6.

Risk highlights

• No principal protection; investors can lose >50% or even all invested capital if the Index falls below the Trigger on the final review date.
• No guaranteed coupons; payments cease in any quarter the Index closes < Barrier.
• The Index’s daily 6% deduction and financing cost create a material performance drag that may lower coupon prospects and increase principal risk.
• Notes are unsecured, unsubordinated obligations subject to JPMorgan credit risk.
• Limited liquidity; not exchange-listed and secondary market depends on JPMS bid.
• Estimated value < price to public; investors pay an initial premium of roughly 9.7%.

These notes offer elevated income potential and a 50% downside buffer but embed significant market, structural and credit risks that investors must weigh against conventional fixed-income or equity alternatives.

Hyster-Yale, Inc. (HY) Form 4 filing dated 01 July 2025 reports that insider Helen Rankin Butler acquired 948 Class A common shares (transaction code A, price $0) through her spouse’s award under the company’s Non-Employee Directors’ Equity Compensation Plan.

Following the transaction, Butler lists 56,022 Class A shares held indirectly via the J.C. Butler, Jr. Revocable Trust. The filing also details substantial additional indirect holdings managed through multiple family trusts and partnerships, including 183,605 and 153,313 Class A shares, as well as Class B holdings convertible into more than 400,000 Class A-equivalent shares.

No shares were sold and no derivative securities were exercised, so the award represents a net increase in the insider’s ownership position.

Hyster-Yale, Inc. (HY) Form 4 filing dated 01 July 2025 reports that insider Helen Rankin Butler acquired 948 Class A common shares (transaction code A, price $0) through her spouse’s award under the company’s Non-Employee Directors’ Equity Compensation Plan.

Following the transaction, Butler lists 56,022 Class A shares held indirectly via the J.C. Butler, Jr. Revocable Trust. The filing also details substantial additional indirect holdings managed through multiple family trusts and partnerships, including 183,605 and 153,313 Class A shares, as well as Class B holdings convertible into more than 400,000 Class A-equivalent shares.

No shares were sold and no derivative securities were exercised, so the award represents a net increase in the insider’s ownership position.

JPMorgan Chase Financial Company LLC is offering $121,000 of Auto-Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index (MQUSLVA), maturing July 5, 2030 and fully guaranteed by JPMorgan Chase & Co.

Economic profile

• Issue price: $1,000 per note; estimated value: $929.60 (≈ 7.0% discount vs. issue price).
• Contingent coupon: 14.25% p.a. (3.5625% quarterly) paid only if the Index closes at or above the Interest Barrier = 60% of Initial Value (2,057.946) on the relevant Review Date.
• Automatic call: If on any Review Date (except the first & final) the Index ≥ Initial Value (3,429.91), investors receive $1,000 plus that quarter’s coupon and the note terminates early (earliest call: Dec 30 2025).
• Principal repayment: • If not called and Final Value ≥ Trigger (60% of Initial) → $1,000 + final coupon.
  • If Final Value < Trigger → payout = $1,000 + ($1,000 × Index Return), exposing investors to unlimited downside beyond a 40% decline.
• Denominations: $1,000; CUSIP 48136EA39; pricing date June 30 2025; settlement on/about July 3 2025.

Underlying index dynamics

• Rules-based exposure (0–500%) to E-mini S&P 500 futures targeting 35% implied volatility; rebalanced weekly.
• Subject to a 6.0% p.a. daily deduction, which drags on performance and is highlighted as a key risk.
• Index launched Feb 11 2022; JPMorgan affiliate owns 10% of the Index Sponsor (MerQube), creating potential conflicts.

Fee disclosure

• Up-front selling commission: up to $10 per $1,000 (0.9966 net proceeds).
• Issuer’s internal pricing factors, hedging costs and commissions explain the gap between issue price and estimated value.

Primary risks

• No principal protection; investors can lose 100% if Index falls sharply.
• Coupons are contingent; none are paid if Index < 60% of Initial on a given Review Date.
• Daily 6% deduction, leverage up to 5× and weekly rebalancing may amplify losses.
• Notes are unsecured, unsubordinated obligations subject to JPMorgan credit risk and are not FDIC-insured.
• No listing; liquidity limited to dealer bids that are expected to be below issue price, especially after the initial six-month period.

The filing is a high-risk, yield-enhancement structured product suitable only for investors who understand equity futures-based indices, are comfortable with JPMorgan credit exposure, and can tolerate loss of principal and forgone income.