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

Offering: Toronto-Dominion Bank (TD) is marketing senior unsecured Capped Notes with Absolute Return Buffer Linked to the S&P 500 Index under Form 424B2.

Key economics: Each $10 note matures in roughly 14 months (Sept 2026). Investors receive: (1) 1-to-1 upside participation if the Index rises, capped at a 10% maximum return ($11 redemption per unit); (2) a positive "absolute" payoff when the Index declines but remains at or above the Threshold Value set between 90-95% of the Starting Value (exact level fixed on pricing date). Example – a 5% Index decline pays a 5% gain. (3) If the Index finishes below the Threshold, principal is lost point-for-point beyond that level, exposing up to 90-95% of principal.

Structural features: No periodic coupons; all cash flows occur at maturity. Notes are unsecured, not FDIC/CDIC insured, and payments depend on TD’s credit. Public offering price is $10 with a $0.175 underwriting discount (reduced to $0.125 for ≥300,000 units) plus a $0.05 hedging-related charge. TD’s initial estimated value will be below the offering price because it uses an internal funding rate and includes selling & hedging costs.

Liquidity & market considerations: No exchange listing; secondary trading, if any, will be limited and may occur at prices well below par and the initial estimated value. TD and BofA Securities act as joint calculation agents and counterparties in hedging, creating potential conflicts of interest.

Risk highlights: Possible substantial principal loss, 10% upside cap, no dividends or interest, valuation dependent on TD models, tax treatment uncertain, and full exposure to TD credit risk.

Investor profile: Suitable for investors who expect the S&P 500 to stay within ±10% over 14 months, can tolerate illiquidity and credit risk, and are comfortable exchanging uncapped equity returns for a defined buffer and capped upside.

JPMorgan Chase Financial Company LLC is offering Auto Callable Accelerated Barrier Notes linked to the least-performing of the Dow Jones Industrial Average, the Nasdaq-100 Index and the Russell 2000 Index. The notes settle on or about July 11, 2025 with a scheduled maturity of July 13, 2028, unless automatically called.

• Automatic call feature: If the closing level of each index on the single Review Date (July 14, 2026) is at or above its Call Value (100 % of the initial level), investors receive $1,000 principal plus a Call Premium Amount of at least $157.50 (≥ 15.75 %) and the trade terminates one year early.
• Upside at maturity: If not called and the Final Level of each index exceeds its Initial Level, the return equals 1.5 × the performance of the worst index (Upside Leverage Factor 1.50), uncapped.
• Barrier protection: Principal is protected so long as the Final Level of each index remains at or above 70 % of its Initial Level (the Barrier Amount).
• Downside risk: If any index closes below the 70 % barrier on the Observation Date, investors lose 1 % of principal for every 1 % decline of the worst index; losses can reach 100 %.
• Credit exposure: The notes are senior unsecured obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co.; payments depend on both entities’ creditworthiness.
• Pricing economics: Estimated value today would be ≈ $944.40 per $1,000 note (minimum $920) versus a $1,000 offering price, reflecting distribution costs, hedging and funding spreads.
• Liquidity & income: Notes do not pay periodic interest, will not be listed on an exchange, and resale depends on the bid of J.P. Morgan Securities; investors forgo dividends on index constituents.

In sum, the structure offers leveraged, uncapped upside and a 15.75 % minimum call premium in year one, offset by significant downside and credit risk, limited liquidity, and an issue price that exceeds estimated fair value.

UBS AG is offering $1.17 million of Trigger Callable Contingent Yield Notes maturing 6 July 2028 and linked to the worst performer among the Nasdaq-100, Russell 2000 and S&P 500 indices. The notes pay a contingent coupon of 11.60% p.a. (monthly $9.6667 per $1,000) only if every index closes at or above 75 % of its initial level (coupon barrier) on the relevant observation date. UBS may call the notes in whole on any monthly observation date beginning October 2025; investors would then receive par plus any due coupon. If the notes are not called and, on the final valuation date, every index is at or above 70 % of its initial level (downside threshold), investors receive par. Otherwise, the redemption value equals par multiplied by 1 + the worst-performing index’s return, exposing holders to full downside below the 30 % buffer.

Key economic terms: Initial levels—NDX 22,679.01; RTY 2,175.035; SPX 6,204.95. Coupon barrier 75 % of each initial level; downside threshold 70 %. Estimated initial value $973.10 (≈97.3 % of issue price) reflects underwriting discount, hedging and funding costs. Issue price $1,000, underwriting discount up to $9 per note, and a structuring fee up to $9.

Principal risks: 1) Investors may lose up to 100 % of principal if any index breaches its downside threshold at maturity. 2) Coupons are not guaranteed; any single index below its barrier eliminates the coupon for that period. 3) Early call creates reinvestment risk and caps total return. 4) Secondary liquidity is limited; notes will not list on an exchange. 5) All payments depend on UBS’s credit; the notes are unsecured, senior obligations of UBS AG London Branch. 6) The product’s valuation is below issue price at inception, and bid/ask spreads plus dealer mark-ups may further reduce secondary prices.

These notes may appeal to yield-oriented investors comfortable with equity market and issuer credit risk, willing to forego dividends, accept potential loss of principal, and tolerate early redemption.

Morgan Stanley Finance LLC, a finance subsidiary of Morgan Stanley, is offering long-dated Trigger GEARS (Growth Enhanced and Accelerated Return Securities) linked to the S&P 500 Index. The unsecured notes mature on 18 July 2035, carry no periodic interest, are not listed on any exchange and are fully and unconditionally guaranteed by Morgan Stanley. Each $10 note provides:

• Leveraged upside: If the S&P 500 final level is above the initial level, investors receive their principal plus the index return multiplied by an Upside Gearing set between 1.10 and 1.17 (to be fixed on the trade date 16 July 2025).
• Contingent principal protection: If the index return is ≤ 0% but the final level is at or above 65 % of the initial level (the Downside Threshold), investors are repaid the full $10 principal.
• Full downside exposure below the threshold: If the final level falls below the Downside Threshold, repayment equals $10 + ($10 × index return); investors can lose some or all principal.

Key economic terms (indicative):

• Issue price: $10 | Estimated value on trade date: $8.906 (± $0.406) → includes $0.50 sales commission and structuring/hedging costs.
• Downside Threshold: 65 % of initial level.
• Minimum purchase: 100 notes ($1,000).
• Issuer: Morgan Stanley Finance LLC; Guarantor: Morgan Stanley.
• Tenor: 10 years (strike 15 Jul 2025 – maturity 18 Jul 2035).

Risk highlights (see “Key Risks”, page 5):

• No guaranteed return of principal; notes are principal-at-risk.
• Payments subject to credit risk of Morgan Stanley/MSFL.
• No interest or dividend entitlement; investors forgo S&P 500 dividends.
• Limited or no secondary market; MS&Co. is not obligated to make a market.
• Estimated value materially below issue price because of embedded costs and a funding rate advantageous to the issuer.
• Complex U.S. federal tax treatment; counsel’s opinion will be provided only on trade date.

Illustrative scenarios show maximum upside is uncapped (e.g., +100 % index return → +110 % note return with 1.10 gearing), while a 60 % index decline below the threshold results in a 60 % principal loss.

The product is positioned for investors who expect moderate to strong long-term appreciation in the S&P 500, can tolerate substantial downside and illiquidity, and are comfortable with exposure to Morgan Stanley’s credit.

NextNav Inc. (NN) filed a Form 4 disclosing a minor insider transaction by Chief Accounting Officer Sammaad Shams.

• Transaction: Sold 102 shares of common stock on 06/20/2025 at $14.61 per share (aggregate value ≈ $1,490).
• Post-sale ownership: 69,761 shares remain held directly.
• Form 10b5-1 plan: The sale was executed under a pre-arranged Rule 10b5-1 plan adopted on 08/30/2024, with proceeds earmarked for tax-withholding obligations from equity award vesting.
• No derivative transactions or additional dispositions were reported.

The transaction represents less than 0.2% of the insider’s reported holdings and does not materially alter the executive’s ownership stake.

JPMorgan Chase Financial Company LLC is offering $500,000 principal amount of Buffered Digital Notes that mature on July 2, 2029 and are linked to the least-performing of the S&P 500, Russell 2000 and Nasdaq-100 indices. The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co., exposing investors to the issuer’s and guarantor’s credit risk.

Key economic terms

• Contingent Digital Return: 40.50% ($405 per $1,000) payable only if the final level of each index is at or above its initial level on the single observation date (June 27, 2029).
• Buffer Amount: 35%. If any index falls more than 35% from its initial level, principal is reduced 1-for-1 beyond the buffer, up to a maximum loss of 65%.
• Issue price: $1,000; estimated value: $971.80 (approximately 2.8% below issue price); selling commission: $11 (1.1%).
• Liquidity: The notes will not be listed; secondary trading depends solely on JPMS and is expected to be at prices below issue price.
• Denominations: $1,000 and integral multiples.

Return profile

• Upside: Fixed 40.5% gain if all three indices end flat or higher.
• Par: Full principal returned if worst index declines ≤ 35% or if at least one index rises while others decline ≤ 35%.
• Downside: Principal loss begins below the 35% buffer and can reach 65% if the worst index goes to zero.

Principal risks

• No periodic interest or dividends; performance determined only at maturity.
• Exposure to the worst-performing index; positive performance of other indices offers no offset.
• Capped maximum gain, unlimited downside (subject to 35% buffer).
• Credit risk of both the issuer and guarantor.
• Estimated value below issue price and expected secondary market discounts.
• Tax treatment uncertain; issuer intends to treat the notes as open transactions.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering $550,000 aggregate principal amount of Auto Callable Contingent Interest Notes linked to the common stock of Micron Technology, Inc. (MU). The notes price on June 27 2025, settle on or about July 2 2025 and mature July 1 2027, unless called earlier.

Income profile: Investors are eligible to receive a Contingent Interest Payment of $37.50 per $1,000 note (15.00% p.a.; 3.75% quarterly) for any Review Date on which Micron’s closing price is at or above the Interest Barrier of 52% of the Initial Value ($64.8752). No interest is paid for periods when the barrier is breached.

Call mechanics: Starting December 29 2025, if Micron’s closing price on any Review Date (other than the first and final) is at or above the Initial Value ($124.76), the notes are automatically called for $1,000 principal plus the applicable Contingent Interest Payment, ending further cash-flows. Therefore, the maximum return is limited to cumulative coupon payments earned prior to the call/maturity.

Downside risk: If not called and the Final Value on the last Review Date is below the Trigger Value (also 52% of Initial), principal is exposed 1-for-1 to Micron’s decline. Investors could lose more than 48% and up to 100% of principal.

Credit & liquidity considerations: The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial; repayment depends on the credit of both the issuer and guarantor. They are not listed; liquidity will rely on JPMS’s willingness to bid. The estimated value at pricing is $976.90 per $1,000 note, meaning fees/hedging costs (~$23.10) create an up-front premium to investors.

Fee structure: Investors pay $6 per $1,000 in total selling and structuring fees (0.6%), while dealers earn $5 selling commission and $1 structuring fee.

Key dates:

• Pricing Date: 27-Jun-2025
• First Review Date: 29-Sep-2025
• Earliest Call: 29-Dec-2025
• Final Review Date: 28-Jun-2027
• Maturity: 1-Jul-2027

Investor profile: Suitable for investors bullish-to-sideways on Micron over ≤2 years, who can tolerate full principal loss, forego dividends, accept credit risk and illiquidity, in exchange for high contingent coupons.

Huron Consulting Group Inc. (HURN) insider John F. McCartney and related entities have filed a Form 144 that permits the sale of 800 common shares, valued at approximately $109,392, through Fidelity Brokerage Services on or after 01-Jul-2025. The shares account for less than 0.01% of Huron’s 17,248,034 shares outstanding.

The shares to be sold stem from restricted-stock vesting grants received in 2011 (300 shares) and 2023 (500 shares). During the preceding three months, McCartney, his foundation and trust collectively disposed of 2,400 shares for gross proceeds of about $335,576.

The notice states the seller is unaware of undisclosed adverse information, and any trade instructions may rely on Rule 10b5-1. No additional financial, operational or strategic disclosures about Huron Consulting Group accompany this short-form filing.

JPMorgan Chase Financial Company LLC is offering Auto-Callable Contingent Interest Notes linked to the MerQube US Tech+ Vol Advantage Index (Bloomberg: MQUSTVA). The notes mature on 1 Aug 2030, are fully and unconditionally guaranteed by JPMorgan Chase & Co., and are issued in $1,000 denominations.

Income profile. Investors receive a monthly Contingent Interest Payment of at least 0.85417% (≥10.25% p.a.) for each Review Date on which the Index closes at or above the Interest Barrier = 75% of the Initial Value. If the Index closes below the barrier on a Review Date, no coupon is paid for that month.

Automatic call. Beginning with the twelfth Review Date (28 Jul 2026) and on every subsequent Review Date except the last, the notes are automatically redeemed if the Index closes at or above the Initial Value. The redemption price equals principal plus the applicable contingent coupon; no further payments are made thereafter, shortening the investment horizon.

Downside protection and risk. At maturity, if the notes have not been called and the Index closes below 70% of the Initial Value (the Buffer Threshold), principal is reduced 1-for-1 beyond a 30% Buffer Amount, exposing investors to a maximum 70% loss of principal. The notes therefore combine contingent income with contingent downside protection.

Underlying index mechanics. The MerQube US Tech+ Vol Advantage Index dynamically allocates 0-500% leveraged exposure to the Invesco QQQ Trust (QQQ) to target 35% implied volatility. Performance is reduced by (i) a 6% per-annum daily deduction and (ii) a daily SOFR + 0.50% notional financing cost applied to the QQQ position. These deductions create a structural drag, meaning the Index must outperform materially before investors receive coupons or avoid losses.

Key economic terms (indicative)

• Contingent Interest Rate: ≥10.25% p.a.
• Interest Barrier: 75% of Initial Value
• Buffer Threshold: 70% of Initial Value
• Maximum loss: 70% of principal
• Estimated value on pricing date: $911.20 per $1,000 (minimum $900); investors pay $1,000
• Selling commissions: up to $40 per $1,000
• CUSIP: 48136FGT3

Credit & liquidity. Payments depend on the credit of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; the notes are unsecured, unsubordinated, not FDIC-insured, and will not be listed on an exchange. Secondary market liquidity, if any, will be provided by J.P. Morgan Securities LLC at its discretion and likely below issue price.

Principal risks. Investors face (1) up to 70% principal loss, (2) potential non-payment of coupons, (3) negative drag from daily deductions, (4) limited upside capped at cumulative coupons, (5) call risk, (6) complex leverage/volatility strategy, (7) valuation/secondary-market risk as the estimated value is ~9% below issue price, and (8) issuer/guarantor credit risk. Detailed tax treatment is uncertain; the issuer intends to treat the notes as prepaid forward contracts with contingent coupons.