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

Offering overview: Morgan Stanley Finance LLC, guaranteed by Morgan Stanley (“MS”), is marketing five-year “Trigger PLUS” structured notes that settle on August 5, 2030. The notes are linked to the worst-performing of three U.S. equity benchmarks -- the S&P 500 (SPX), Nasdaq-100 (NDX) and Russell 2000 (RTY).

• Upside participation: Final payment equals principal plus 160%–175% of any positive performance of the worst index.
• Downside buffer: Principal is repaid in full as long as the worst index has not fallen more than 35 percent (i.e., it remains at or above 65 percent of its initial level) on the single observation date of July 31, 2030.
• Full downside exposure below the threshold: If that 65 percent trigger is breached, repayment equals principal multiplied by the worst index’s percentage return, generating dollar-for-dollar losses and potentially zero recovery.
• No interim coupons, no early call: Investors receive no periodic interest and their return depends solely on the final index levels.
• Credit & liquidity considerations: All cash flows rely on Morgan Stanley’s credit; the notes will not be listed, and MS expects limited secondary trading. The indicative estimated value is $943.40 versus the assumed $1,000 issue price, reflecting embedded fees and hedging costs.
• Key dates: Pricing - July 31, 2025  |  Observation - July 31, 2030  |  Maturity - August 5, 2030
• CUSIP: 61778NAZ4  |  Registration Nos.: 333-275587 / 333-275587-01

Investor take-away: The structure offers leveraged upside and a 35% buffer, but embeds significant risks: (i) worst-of design magnifies downside probability, (ii) principal is unprotected below the trigger, (iii) valuation is below par at issuance, (iv) tax treatment is uncertain, and (v) investors assume MS credit and secondary-market liquidity risk.

Form 4 filing overview: Enterprise Bancorp, Inc. (EBTC) EVP & CFO Joseph R. Lussier reported the complete disposition of his equity in connection with the 07/01/2025 closing of the company’s merger with Independent Bank Corp. (“Independent”).

Key non-derivative transaction: 14,625.1015 shares of EBTC common stock were converted (Transaction Code D) into the agreed merger consideration – $2.00 in cash plus 0.60 shares of Independent common stock per EBTC share. Prior to conversion, 1,062 shares were withheld at an implied price of $39.64 (Code F) to satisfy tax obligations, leaving zero EBTC shares outstanding for the insider.

Derivative equity impact: Seven tranches of vested and unvested stock options (total 1,591 options, strike range $21.86–$38.58) were cashed out (Code D) for their intrinsic value, also reducing the insider’s option holdings to zero.

Mechanics of the merger:

• All unvested restricted shares automatically vested at the “Effective Time.”
• Each converted EBTC share received the stated cash/stock mix; fractional Independent shares were settled in cash.
• Option holders received a cash payment equal to the spread between the per-share cash equivalent consideration and the option’s exercise price, net of withholding taxes.

Following these transactions the reporting person no longer owns EBTC equity, signalling the completion of EBTC’s integration into Independent. No earnings or operational metrics were disclosed in this filing.

Form 4 overview: Executive Vice-President Susan Covey reported the automatic vesting and disposition of her entire equity position in Enterprise Bancorp, Inc. (EBTC) on 07/01/2025, the effective date of the previously announced merger with Independent Bank Corp. (INDB) and Rockland Trust Company.

• Common stock: 1,099 shares withheld for taxes (Code F) at an implied $39.64 per share and 13,501.0859 shares disposed (Code D) pursuant to the merger consideration of $2.00 cash + 0.60 INDB shares for each EBTC share.
• Options: Seven tranches (total 2,932 options) with strike prices ranging from $21.86 to $38.58 were cancelled for cash (Code D). Each option was paid out in cash equal to the excess of the $39.64 per-share cash equivalent consideration over its exercise price, net of withholding taxes.
• Post-transaction holdings: Covey now reports 0 EBTC shares or options, indicating complete exit from EBTC securities following the merger.
• Merger mechanics: All unvested restricted stock vested, and every EBTC share converted into merger consideration as stipulated in the 12/08/2024 Merger Agreement.

Investor relevance: The filing confirms that (1) the merger has closed and consideration has been distributed, and (2) insiders have no remaining EBTC equity. Because the transaction terms were publicly disclosed in 2024, the filing is largely procedural and carries limited incremental market impact.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering $13.698 million of Market-Linked Securities tied to the EURO STOXX 50® Index (SX5E) maturing on 30 June 2028. Each $1,000 note provides:

• 122% leveraged upside: at maturity investors receive principal plus 1.22× any positive index return.
• 25% fixed buffer: full principal is repaid if the index falls ≤25% from the 5,325.64 starting level (threshold 3,994.23).
• Downside exposure beyond buffer: losses match index declines below the threshold, capped at a 75% maximum loss; worst-case redemption is $250 per note.
• No coupons, no dividends, no listing; the securities are designed to be held to maturity and carry JPMorgan Financial/JPMorgan Chase & Co. credit risk.

Pricing & distribution: Issue price $1,000; selling commission $28.25 (2.825%); net proceeds $971.75. Wells Fargo Securities (agent) may share concessions with dealers and receive distribution expense fees. JPMS may pay additional $2.00 per note to selected dealers.

Estimated value set on the 27 June 2025 pricing date is $963.60, reflecting JPMorgan’s internal funding rate and hedging costs; therefore the offering premium over estimated value is roughly 3.78%. Secondary market bids will likely be below issue price and could be unavailable.

Key risks disclosed: potential loss of up to 75% of principal; issuer and guarantor credit risk; illiquidity; conflicts of interest in pricing and hedging; estimated value derived from internal models; uncertain U.S. tax treatment; exposure to non-U.S. equities without FX adjustment.

Target investors are those seeking equity-linked upside with partial downside buffer who can forgo income, tolerate credit and market risk, and hold to maturity.

JPMorgan Chase Financial Company LLC is offering $6.083 million of Digital Buffered Notes linked to the S&P 500 Index (SPX), maturing 15 July 2026. The notes are unsecured, unsubordinated obligations of the issuer and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Minimum investment is $10,000, with integral multiples of $1,000 thereafter.

Return profile

• Contingent Digital Return: 7.30% ($73 per $1,000) paid at maturity if the S&P 500 closing level on the valuation date is ≥ the initial level (6,173.07) or is down by ≤ the 15% buffer.
• Buffer amount: 15% downside protection. Below this threshold, losses accelerate at a 1.17647× leverage. A 30% index decline equates to a 35.29% capital loss.
• Maximum gain: capped at 7.30% regardless of index appreciation.

Key dates

• Pricing date: 27 June 2025
• Settlement: on or about 2 July 2025
• Valuation date: 10 July 2026 (subject to adjustment)
• Maturity: 15 July 2026

Pricing & fees

• Issue price: $1,000
• Selling commissions: $10 (1%) per note
• Net proceeds: $990 per note
• Estimated value: $987.40 (reflects internal models, funding spread and hedging costs, and is below the issue price)

Risk highlights

• No periodic coupons, dividends or voting rights.
• Credit exposure to both the issuer and the guarantor.
• Secondary market is expected to be limited; JPMS is not obligated to make a market.
• Maximum upside is relatively low versus potential downside beyond the 15% buffer.
• Tax treatment relies on "open transaction" characterization; IRS could challenge, creating uncertainty.

Suitability

The notes may appeal to investors who (1) have a moderately bullish or range-bound view on the S&P 500 over the next 12½ months, (2) are comfortable with JPMorgan credit exposure, and (3) accept the trade-off of limited upside and enhanced downside beyond a 15% buffer in exchange for a predefined 7.30% return.

JPMorgan Chase Financial Company LLC is offering $435,000 of three-year Capped Digital Notes linked to the J.P. Morgan Dynamic Blend^SM Index (ticker: JPUSDYBL Index). The notes price at 100% of face value ($1,000 minimum denomination) and settle on or about 2 July 2025, maturing 30 June 2028. JPMorgan Chase & Co. provides a full and unconditional guarantee, but the notes remain senior unsecured obligations subject to the credit risk of both entities.

Payout structure

• If the Index’s Final Value ≥ Initial Value (149.94), investors receive principal plus a fixed 24.00% Contingent Digital Return ($1,240 per $1,000 note).
• If the Final Value is below the Initial Value, holders receive only par ($1,000). No interest is paid during the term.

Economics & fees

• Price to public: 100%  |  Selling commissions: 2.5% ($25 per $1,000)  |  Proceeds to issuer: 97.5%.
• Estimated value at pricing was $945.70 per $1,000, 5.4% below issue price, reflecting embedded costs and hedging.
• The Index deducts an explicit 0.95% p.a. fee and targets 3% volatility by dynamically reallocating between S&P 500 futures (equity) and 2-year Treasury futures (bond). Frequent rebalancing and the low volatility target can mute equity upside.

Key risks disclosed

• Credit risk of JPMorgan entities; the notes are not FDIC-insured.
• No secondary-market listing; liquidity will depend on J.P. Morgan Securities’ bid, likely below issue price.
• Upside cap (24%) and index fee drag may cause returns to lag direct equity exposure.
• The estimated value relies on an internal funding rate and may differ from observable market prices.

The product suits investors seeking principal protection at maturity and willing to exchange uncapped market participation for a predefined 24% payoff if the index is flat or rises. It does not materially affect JPMorgan Chase & Co.’s financial position given its de-minimis size, but it offers retail investors a structured way to gain conditional exposure to a proprietary, low-volatility index.

JPMorgan Chase Financial Company LLC is offering $4.595 million of Contingent Income Auto-Callable Securities due July 1, 2027, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are unsecured, unsubordinated obligations linked to the worst-performing of three equity indices: the Russell 2000 (RTY), the S&P 500 (SPX) and the Nikkei 225 (NKY).

Coupon mechanics. Investors may receive a contingent quarterly payment of 2.9375 % of face value (≈11.75 % p.a.). A coupon is paid only if, on every trading day of the applicable quarter, each index closes at or above 75 % of its initial level (the “downside threshold”). Should any index breach its threshold on any day, the coupon for that quarter is forfeited.

Automatic call feature. On each of eight determination dates—quarterly from Sept 29 2025 through June 28 2027—the notes are automatically redeemed at par plus the current coupon if all three indices close at or above their respective initial levels. Early redemption could shorten the investment to as little as ~3 months.

Principal repayment at maturity. • If the notes have not been called and the final level of every index is ≥75 % of its initial level, investors receive par and, if the daily thresholds are met in the final quarter, the last coupon.
• If any index finishes below 75 %, principal is reduced 1-for-1 with the performance of the worst-performing index (losses can exceed 25 % and reach 100 % of invested capital). There is no participation in index appreciation.

Key terms. Issue price: $1,000; estimated value: $961 (reflecting embedded fees). Selling commission: $15; structuring fee: $5 per note. Pricing date: June 27 2025; settlement: July 2 2025; maturity: July 1 2027. The securities will not be listed; secondary liquidity, if any, will be provided by JPMS at its discretion.

Risk highlights. Investors face (i) principal risk tied to the worst index, (ii) uncertainty of coupon payments, (iii) credit risk of both JPMorgan Financial and JPMorgan Chase & Co., (iv) liquidity and valuation risk—secondary prices are expected to trade below par—and (v) complex, uncertain U.S. tax treatment. The offering size is immaterial to JPMorgan’s balance sheet and is designed for yield-seeking investors willing to accept significant downside exposure in exchange for potential above-market coupons.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering $716,000 aggregate principal amount of Uncapped Buffered Return Enhanced Notes (Series A) linked to the S&P 500 Futures Excess Return Index (SPXFP). The notes price at $1,000 per note, settle on or about 2 July 2025, and mature on 28 June 2030 (≈5-year tenor).

Key payout mechanics

• Upside: At maturity investors receive 1.93 × any positive Index return, uncapped.
• Principal protection: 20 % buffer. If the Index ends ≤20 % below the Strike (505.71), principal is returned.
• Downside: Beyond the buffer, investors lose principal on a 1:1 basis, up to an 80 % maximum loss (redemption floor of $200 per $1,000).
• No coupons; all value realised at maturity.

Economic terms

• Strike Date: 25 Jun 2025 (Index 505.71).
• Observation Date: 25 Jun 2030.
• Issue price vs. estimated value: $1,000 vs. $987.70 (implies ≈1.23 % initial value haircut; selling commission $2/-note).
• CUSIP: 48136FAK8; unlisted, minimum $1,000 denominations.

Material risk highlights

• Market risk: Potential loss of up to 80 % of principal if Index decline >20 %.
• Index composition risk: The excess-return futures index can underperform the cash S&P 500 because of financing costs, dividend drag and negative roll yield.
• Credit risk: Payments rely on JPMorgan Chase Financial (issuer) and JPMorgan Chase & Co. (guarantor); product is senior unsecured.
• Liquidity: Not exchange-listed; resale depends on JPMS bid, likely below issue price.
• Valuation: Internal funding rate and hedging costs mean secondary values may deviate materially from theoretical model prices, especially early in the term.

The product targets investors seeking leveraged equity exposure with limited first-loss protection and who are prepared to hold to maturity, forgo dividends/interest and assume JPMorgan credit exposure. It is not suited for investors requiring income, daily liquidity or full principal protection.

Nasdaq Stock Market LLC filed a Form 25 on 24 June 2025 to strike Nature's Miracle Holding Inc. (symbol NMHIW) common stock and warrants from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. The exchange certifies it has met all regulatory requirements for the filing and states that either Rule 12d2-2(b) (exchange-initiated) or Rule 12d2-2(c) (issuer-voluntary) has been satisfied. The document is signed by Aravind Menon, Hearings Advisor, on Nasdaq’s behalf. No financial performance data, earnings information, or explanation of the delisting rationale is provided. Investors should note that, once effective, the securities will no longer trade on Nasdaq or be registered under Section 12(b).