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

JPMorgan Chase Financial Company LLC is offering $965,000 aggregate principal of five-year, unlisted Structured “Review Notes” linked to the MerQube US Large-Cap Vol Advantage Index (MQUSLVA). The notes are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Key economics

• Issue price: $1,000 per note; trade date 25-Jun-2025; settlement 30-Jun-2025; CUSIP 48136ERA5.
• Automatic call: evaluated on five annual Review Dates (2026-2030). If the Index closes at or above the Call Value (100% of initial level), investors receive par plus a rich, preset Call Premium Amount that steps up from 26% to 130% of par (i.e., $260–$1,300 per note).
• If never called, repayment at maturity (28-Jun-2030) depends on the final index level: • ≥50% of initial level (Barrier) – return of principal only • <50% – linear loss of principal, down to full loss at zero.
• Initial Index level: 3,310.94; Barrier: 1,655.47.
• Estimated value: $900.30 (≈ 90.0% of issue price) reflecting selling commission (~4.1%) and internal funding spread.

Strategic features

• The index employs a 35% target-volatility overlay on rolling E-mini S&P 500 futures, with exposure capped at 500% long and floored at 0%. A 6.0% p.a. daily deduction drags performance versus a comparable non-deduct index.
• Generous call coupons compensate for both the deduction and the embedded issuer/market risk, creating potential IRRs of ~23–26% if called in earlier years, but no participation in excess upside beyond preset premiums.
• Credit risk resides with JPMorgan Financial and JPMorgan Chase & Co.; the notes rank pari passu with other senior unsecured debt.

Principal risks

• Capital is at risk below the 50% barrier; a 60% index drop would translate into a 60% principal loss.
• The 6% daily deduction can erode index levels even in benign markets, increasing the call trigger/ barrier breach probability.
• Notes are not exchange-listed; secondary liquidity relies solely on JPMS and will likely be at a meaningful discount, especially given the estimated value/commission overhang.
• The issuer/affiliates helped design the index and own 10% of the sponsor, creating structural conflicts of interest.
• Early automatic call may occur as soon as year-1, forcing reinvestment at potentially lower rates.

Investor profile: suited only for sophisticated investors comfortable with complex payoff structures, high volatility leverage, credit exposure to JPMorgan, and illiquidity, who also believe the index can stay flat-to-positive on annual observation dates yet unlikely to fall >50% in five years.

JPMorgan Chase Financial Company LLC is offering $704,000 aggregate principal amount of Review Notes Linked to the MerQube US Tech+ Vol Advantage Index, fully and unconditionally guaranteed by JPMorgan Chase & Co. The securities are SEC-registered under Rule 424(b)(2) and priced on June 25 2025, with expected settlement on or about June 30 2025 (CUSIP 48136EEW1).

Structure & Pay-off: The notes are auto-callable on 17 quarterly Review Dates beginning June 26 2026. If the Index closes at or above the Call Value (100% of the Initial Value) on any Review Date, investors receive par plus a pre-set Call Premium Amount that steps from 18% to 90% of principal (i.e., $180 – $900 per $1,000 note) and the deal terminates. Absent an automatic call, maturity is June 28 2030.

Downside profile: Should the notes remain outstanding to maturity and the Final Index Value be more than 20% below the Initial Value, repayment is reduced 1-for-1 beyond the 20% Buffer, exposing holders to up to 80% loss of principal. No interest or dividend distributions are paid.

Underlying index mechanics: The MerQube US Tech+ Vol Advantage Index dynamically allocates 0–500% exposure to the Invesco QQQ Trust (QQQ) to target 35% implied volatility. Performance is dragged by two daily deductions: (1) a 6.0% p.a. index fee and (2) a notional financing cost (SOFR + 0.50%) on the QQQ exposure. These deductions cause the Index to trail an equivalent un-deducted portfolio and can offset or magnify QQQ moves.

Economics: Issue price is $1,000 per note; investors pay embedded selling commissions of $42.50 (4.25%). Net proceeds to the issuer are $957.50. The estimated value calculated at pricing is $909.60, highlighting a 9.0% premium over model value driven by fees, hedging costs and dealer margin.

Risk highlights: Investors face (i) credit risk of both JPMorgan Chase Financial and JPMorgan Chase & Co.; (ii) liquidity risk—notes are unlisted and resale depends on dealer bids; (iii) structural risk from the aggressive leverage and fee load inside the Index; and (iv) limited upside—returns are capped at the applicable Call Premium and investors do not participate in additional Index appreciation.

Target audience: Sophisticated investors seeking a defined-outcome strategy with high conditional coupons and willing to:

• forgo ordinary income and QQQ dividends,
• accept potentially long holding periods or early redemption risk,
• tolerate significant principal loss if the tech-oriented Index falls >20%, and
• evaluate the impact of the 6% fee and financing drag on Index performance.

JPMorgan Chase Financial Company LLC is offering $787,000 of unsecured, unsubordinated Review Notes linked to the MerQube US Large-Cap Vol Advantage Index (initial level 3,310.94). The notes price on June 25 2025, settle on June 30 2025 and mature on June 28 2030, unless automatically called earlier.

Key economic terms

• Automatic call: first possible on July 1 2026 and thereafter at each of 17 scheduled Review Dates if the Index closes at or above the Call Value (100% of initial).
• Call Premium Amounts: start at 26.0% of principal on the first Review Date and step up to 130.0% on the final Review Date.
• Barrier Amount: 50% of initial level (1,655.47). If the notes are not called and the Final Value is below the barrier, principal is reduced 1-for-1 with the Index decline, leading to losses greater than 50% and up to 100%.
• The Index imposes a 6.0% per-annum daily deduction and employs weekly leverage ranging from 0–500% to target 35% volatility on E-mini S&P 500 futures. The deduction drags on performance and may offset gains.
• Issue price: $1,000; selling commissions: $7.50 (0.75%); proceeds to issuer: $992.50. Estimated value: $935.20 (6.5% below issue price).
• Denomination: $1,000; CUSIP 48136E3Z6. Notes are not listed and investors rely on JPMS for secondary liquidity.
• Credit: full and unconditional guarantee by JPMorgan Chase & Co.; payments subject to issuer and guarantor credit risk.

Risk highlights

• No periodic coupons; upside limited strictly to the fixed Call Premium schedule.
• Potential for >50% capital loss if the Index falls below the barrier on the final Review Date.
• 6% daily deduction, high leverage, roll costs and potential contango may erode Index performance.
• Notes carry secondary-market and valuation risks; estimated value below issue price; no exchange listing.
• Concentration in a single futures contract strategy amplifies volatility and leverage risk.

The structure targets investors willing to trade dividend and coupon income for the possibility of high, front-loaded call premiums, while accepting significant market, strategy and credit risks.

JPMorgan Chase Financial Company LLC is offering $500,000 principal amount of Callable Contingent Interest Notes due June 28, 2030, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are unsecured, unsubordinated debt linked individually (not as a basket) to the performance of the Russell 2000 Index (RTY) and the S&P 500 Index (SPX).

Contingent interest. Investors will receive a monthly Contingent Interest Payment of $5.4583 per $1,000 (equivalent to 6.55% p.a.) for each Review Date on which both indices close at or above their respective Interest Barriers (75 % of initial levels: 1,602.13875 for RTY and 4,569.12 for SPX). If either index closes below its barrier on a Review Date, no interest accrues for that period.

Issuer call feature. JPMorgan may redeem the notes in whole on any Interest Payment Date from June 30 2026 onward (excluding the final date). Early redemption pays par plus the accrued Contingent Interest Payment.

Principal repayment. At maturity, if not previously called, investors receive: (i) par plus final interest if both indices are at or above their Buffer Thresholds (85 % of initial levels: 1,815.75725 for RTY and 5,178.336 for SPX), or (ii) par reduced by the percentage decline of the lesser performing index beyond a 15 % buffer. Maximum loss equals 85 % of principal.

Key economics. • Price to public: 100 % of face; selling commission 3.75 %. • Estimated value at pricing: $946.00 per $1,000. • Minimum denomination: $1,000. • CUSIP: 48136E4C6. • Settlement: on or about June 30 2025. • Offering registered under Rule 424(b)(2) (Registration Nos. 333-270004 and 333-270004-01).

Risks. Investors bear (1) equity market risk on each index, (2) loss of up to 85 % of principal if the lesser-performing index falls below its Buffer Threshold at final valuation, (3) contingent—not guaranteed—interest, (4) issuer early-call risk, which may cap upside, and (5) credit risk of JPMorgan Financial and JPMorgan Chase & Co.

The product suits investors seeking enhanced monthly yield tied to U.S. equity indices, who can tolerate equity downside, contingent coupons, and issuer call risk over a five-year horizon.

JPMorgan Chase Financial Company LLC is offering $1.968 million of Auto-Callable Contingent Interest Notes linked to the MerQube US Tech+ Vol Advantage Index (MQUSTVA), maturing on 28 June 2030 and fully, unconditionally guaranteed by JPMorgan Chase & Co.

The notes pay a contingent coupon of 8.50% p.a. (0.70833% monthly). A coupon is paid on any monthly Interest Payment Date only if, on the corresponding Review Date, the Index closes at or above the Interest Barrier of 80% of the Initial Value (8,633.128). Any skipped coupons are accrued and paid later once the barrier condition is satisfied.

An automatic call is triggered if, on any Review Date from June 2026 onward (excluding the final date), the Index closes at or above its Initial Value of 10,791.41. Called investors receive: (a) par; (b) the current coupon; and (c) any accrued unpaid coupons. If not called, the notes repay at maturity. Principal is protected only down to the Buffer Threshold of 70% of the Initial Value (7,553.987). Below that level, investors participate one-for-one in downside in excess of the 30% buffer, potentially losing up to 70% of principal.

Structural considerations: the Index deducts 6.0% p.a. daily plus a notional SOFR+0.50% financing cost on its QQQ exposure, acting as a constant performance drag. The Index can rebalance weekly between 0% and 500% notional exposure to the Invesco QQQ Trust to target 35% implied volatility. The notes are senior unsecured obligations of JPMorgan Financial (CUSIP 48136ESC0) and rank pari passu with other senior debt; payments are subject to issuer and guarantor credit risk.

Pricing & distribution: Each $1,000 note is offered at par. The selling concession may be up to $40; total dealer compensation is $73,977.50 (3.78% of face). The estimated value on the pricing date is $915.50 per $1,000, reflecting embedded fees, the issuer’s funding spread and hedging costs. Minimum denomination is $1,000 and integral multiples thereof. Settlement is expected on 30 June 2025.

Key risks highlighted: (1) loss of up to 70% of principal if the Index falls below the buffer; (2) no guaranteed coupons; (3) significant performance drag from the Index’s deductions; (4) credit exposure to JPMorgan Chase; (5) liquidity and valuation risk for secondary trading; and (6) potential conflicts of interest, as JPM affiliates co-created and maintain the Index.

Barclays Bank PLC is marketing AutoCallable Contingent Coupon Notes due July 3, 2026 linked to the worst performer among the Nasdaq-100, S&P 500 and Dow Jones Industrial Average. The notes are unsecured, unsubordinated obligations of Barclays and will not be listed on any exchange.

Structural highlights

• Denomination: $1,000 minimum, integral multiples thereafter.
• Tenor: 1-year term (Issue Date 07/03/25 → Maturity 07/03/26), but callable after ~9 months.
• Contingent Coupon: $8.75 per $1,000 (10.50% p.a.) paid monthly if all three indices close ≥ 80% of their Initial Values (Coupon Barrier) on the relevant Observation Date. Missed coupons become “Unpaid Coupon Amounts” that accrue only if a later coupon is earned.
• Automatic Call: On the three Call Valuation Dates (Mar 30, Apr 30, May 29 2026) the notes are redeemed at par plus accrued coupons if each index closes ≥ 100% of its Initial Value.
• Principal repayment: If not called, investors receive at maturity:
  • 100% of principal if the worst-performing index (“Least Performing Reference Asset”) closes ≥ 80% of its Initial Value (Barrier).
  • Par minus the full downside of the worst performer if it closes < 80% of Initial Value, exposing holders to up to a 100% loss.
• Estimated value: Barclays expects $940.20 – $990.20 per $1,000 note, below the $1,000 issue price, reflecting structuring fees and hedging costs.
• Credit considerations: Payments rely solely on Barclays Bank PLC; the notes are subject to the U.K. Bail-in Power.

Risk profile

• No participation in index upside beyond coupons; potential for zero coupons and substantial capital loss.
• Coupon and principal protection are contingent on the lowest of three equity benchmarks, increasing the probability of breach.
• Limited liquidity—no exchange listing; secondary market entirely at the dealer’s discretion.
• Estimated value materially below issue price and may overstate resale value once the temporary dealer mark-up period ends.

Investor suitability: the notes may appeal to investors willing to trade equity-index downside risk for an above-market conditional coupon, accept early redemption, forego dividends, and bear Barclays credit and bail-in risks.

Classover Holdings, Inc. (KIDZW) has called a virtual special meeting for July 18, 2025 to seek stockholder approval for two pivotal capital-structure actions.

Proposal 1 – “Nasdaq Proposal”: authorizes the issuance of Class B common stock above the 19.99% threshold required by Nasdaq rules in connection with (i) a $400 million Equity Purchase Facility Agreement (EPFA) with Solana Strategic Holdings LLC and (ii) up to $500 million of senior secured convertible notes under a May 30, 2025 Securities Purchase Agreement. Both agreements allow issuance below the Nasdaq “Minimum Price” and could trigger a change of control, hence the need for shareholder consent.

Proposal 2 – “Authorized Share Proposal”: amends the certificate of incorporation to raise authorized Class B shares from 450 million to 2 billion. The board says the additional capacity will (1) cover all shares issuable under the EPFA and note conversions and (2) support future financing, equity compensation and strategic M&A.

Voting dynamics: CEO & Chair Hui Luo owns all 6.54 million Class A shares (25 votes each) plus 522.8 k Class B shares, giving management roughly 91% of total voting power. A Voting Agreement obligates Luo to vote “FOR” both items, effectively guaranteeing passage.

Capital & structural implications:

• The EPFA allows discounted share sales at 95% of the lowest VWAP over the prior three trading days, incentivising rapid resale by the investor.
• The notes are senior, secured by all company assets (including crypto holdings) and prohibit cash dividends while outstanding.
• If approved, common shareholders face potentially massive dilution and a decline in per-share voting and economic interests.

Strategic rationale & risks: Proceeds back a “Solana-centric” digital-asset treasury strategy that includes buying, staking and validator operations. The proxy enumerates extensive risks: crypto price volatility, potential classification of SOL as a security, 1940 Act “investment company” issues, custody & cyber-security exposure, restrictive debt covenants and dilution. Failure to obtain approval would cap issuances at 19.99%, limit access to capital, and force repeated shareholder meetings.

Board recommendation: vote FOR both proposals.

JPMorgan Chase Financial Company LLC is offering $241,000 aggregate principal amount of Auto Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index (MQUSLVA) and fully, unconditionally guaranteed by JPMorgan Chase & Co. The notes priced on 25 June 2025 at $1,000 per note and are expected to settle on 30 June 2025 (CUSIP 48136EB61).

Key structural terms

• Contingent Interest Rate: 11.50% p.a. (2.875% quarterly). Paid only if, on a Review Date, the Index closes at or above the Interest Barrier (60% of the 3,310.94 initial level = 1,986.564).
• Automatic call: From the second Review Date onward (earliest 26 Dec 2025), the notes are redeemed at par plus accrued contingent interest if the Index closes at or above the initial level.
• Principal risk: If not called and the final Index level is below the Trigger (same 60% threshold), investors receive $1,000 + ($1,000 × Index Return), potentially losing more than 40% and up to 100% of principal.
• Estimated value: $923.80 per $1,000 note, 7.6% below issue price, highlighting dealer margins and hedging costs.
• Fees & commissions: Up to $30 per note; net proceeds to issuer $970.4668 per note.
• Minimum denomination: $1,000; maturity: 29 June 2028.

Index mechanics

• MQUSLVA is a rules-based strategy using leveraged (0–500%) exposure to E-mini S&P 500 futures, rebalanced weekly to target 35% implied volatility.
• A 6.0% p.a. daily deduction acts as a drag on performance; the notes’ richer coupon partly compensates for this structural headwind.
• JPMS helped create the Index and holds a 10% stake in the sponsor, posing potential conflicts of interest.

Risk highlights

• Unsecured, unsubordinated obligations subject to JPMorgan credit risk.
• No fixed coupons; interest and principal return are contingent on Index performance.
• The 6% deduction and potential >500% leverage can magnify losses.
• Secondary market likely limited; notes may trade below estimated value.

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., plans to issue 3-year MXEF Trigger Jump Securities linked to the MSCI Emerging Markets Index (MXEF). Each $1,000 security offers a fixed minimum upside payment of $318 (≥31.8%) if, on the July 3 2028 valuation date, the index closes at or above its July 3 2025 initial level. If the index is lower but not below the 90% trigger level, investors receive only the principal. If the index closes below the trigger, repayment equals $1,000 multiplied by the index performance factor, creating dollar-for-dollar downside and possible total loss of principal.

Key terms

• Stated principal amount/issue price: $1,000
• Upside payment: ≥$318; no further participation above that cap
• Downside buffer: 10% (trigger at 90% of initial level)
• Maturity: July 7 2028 (3 business days after valuation date)
• Estimated value on pricing date: ≥$930, below the public offering price
• CUSIP/ISIN: 48136E7F6 / US48136E7F62

Risk highlights

• No periodic interest and limited appreciation; return is capped at the upside payment.
• Principal is at risk below the 90% trigger.
• Subject to the credit risk of both the issuer and guarantor.
• Secondary market trading is expected to be limited and prices may be well below face value.
• Estimated value is calculated using an internal funding rate and will be lower than the issue price, creating an initial value gap for investors.
• Exposure to emerging-market, currency, and geopolitical risks embedded in the MXEF.
• Uncertain tax treatment under U.S. federal income tax law.

Investors seeking a defined, short-term payoff profile with a modest downside buffer and willing to forgo uncapped upside may find these securities suitable, but they should weigh the capped return, credit exposure, and EM-specific risks before investing.