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

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., intends to issue Uncapped Accelerated Barrier Notes (the “notes”) linked individually—rather than as a basket—to the common stocks of NVIDIA Corporation (NVDA), Marvell Technology, Inc. (MRVL) and Palantir Technologies Inc. (PLTR). The preliminary pricing supplement (Rule 424(b)(2) filing) is dated June 25, 2025 and foresees pricing on or about July 2, 2025 with settlement on or about July 8, 2025. Minimum denomination is $1,000 and the CUSIP is 48136E5S0.

Return profile: At maturity (July 8, 2030) investors receive:

• Upside: If the Final Value of each Reference Stock exceeds its Initial Value, payment equals $1,000 + ($1,000 × Least Performing Stock Return × Upside Leverage Factor). The Upside Leverage Factor will be ≥ 4.93, producing an uncapped leveraged gain—e.g., a 10% rise in the worst-performing stock would deliver a 49.3% note gain ($1,493).
• Par redemption: If any stock finishes at or below its Initial Value but all three remain ≥ 50% of Initial Value (the Barrier Amount), principal is repaid in full.
• Downside: If any stock closes below the 50 % barrier, investors incur a 1-for-1 loss on the Least Performing Stock Return, exposing principal to losses of > 50 % and up to 100 %.

Economic terms:

• Estimated value today ≈ $882.20 per $1,000 note (final estimate to be ≥ $870.00) indicating built-in fees/hedging costs.
• Selling commissions paid by J.P. Morgan Securities LLC will not exceed $41.25 per $1,000 note.
• The notes are senior, unsecured and unsubordinated obligations of the issuer and are not FDIC-insured.

Key risks disclosed:

• Principal risk: No principal protection below the 50 % barrier; worst-stock performance drives repayment.
• Credit risk: Payment depends on the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co.
• No income: Investors forgo dividends on the three stocks and receive no periodic coupons.
• Valuation/market risk: Secondary market may be illiquid and prices will reflect issuer credit spreads, hedging costs and dealer mark-ups.
• Structural complexity: Individual-stock, worst-of design increases downside probability relative to a basket.

Illustrative payout table (assumes Initial Value = $100, Barrier = $50, Leverage = 4.93): gains range from 24.65 % for a 5 % underlying rise to 320.45 % for a 65 % rise, while a 60 % drop results in a 60 % principal loss ($400 return).

These terms target investors seeking leveraged equity upside without a hard cap, who can tolerate credit exposure to JPMorgan and the risk of substantial principal loss if any of the three high-volatility technology stocks falls more than 50 % over the five-year term.

GoPro, Inc. (GPRO) — SEC Form 3 Initial Statement of Beneficial Ownership

On 06/20/2025, newly appointed Vice President, General Counsel & Corporate Secretary Jason C. Stephen filed a Form 3 disclosing his initial ownership position in GoPro common shares as of the event date 06/12/2025.

• Total direct ownership: 57,301 Class A common shares.
• Unvested equity: The total includes 29,679 restricted stock units (RSUs) subject to a multi-year vesting schedule through 02/15/2028.
• Vesting cadence: RSUs vest semi-annually, with the next tranche (5,506 RSUs + 1,667 RSUs + 2,000 RSUs) scheduled for 08/15/2025.
• No derivative securities (options, warrants, etc.) were reported.

The filing establishes Stephen’s baseline ownership under Section 16 reporting rules following his assumption of an executive officer role. There are no purchase or sale transactions disclosed; the statement is purely declarative.

JPMorgan Chase Financial Company LLC is offering $1.554 million of Auto-Callable Contingent Interest Notes maturing 25 June 2030, fully and unconditionally guaranteed by JPMorgan Chase &Co. The notes are unsecured, unsubordinated debt that combine periodic coupon exposure with equity-index risk.

Income profile: Investors receive a Contingent Interest Payment of 2.50 % per quarter (10 % p.a.) for any Review Date on which both reference indices—the S&P 500 Equal Weight Index (SPW) and the EURO STOXX 50 Index (SX5E)—close at or above their Interest Barriers (75 % of strike). If either index is below its barrier on a Review Date, no coupon is paid for that quarter.

Automatic call: If on any quarterly Review Date other than the final one both indices close at or above their original Strike Values (7,179.75 for SPW; 5,233.58 for SX5E), the notes are redeemed early for $1,000 principal + the current coupon. Thus the term can be as short as roughly three months.

Principal repayment: At maturity, provided the notes have not been called, investors receive:

• Par + final coupon if both indices are ≥ their 70 % Trigger Values (5,025.825 for SPW; 3,663.506 for SX5E)
• Par reduced by the full downside of the lesser-performing index if either index finishes < its Trigger Value. A finish ≤ 70 % results in loss of at least 30 % of principal; a worst-case 100 % decline would wipe out the investment.

Issue economics: Price to public is par; investors pay a built-in fee of $2 per $1,000 (0.20 %) plus embedded structuring/hedging costs. The bank’s estimated value is $975.20, implying an initial valuation discount of 2.48 % versus issue price.

Key calendar: Strike Date 20 Jun 2025; Pricing 23 Jun 2025; Settlement 26 Jun 2025. Twenty quarterly Review/Interest dates run through the final Review on 20 Jun 2030.

Material risks: Investors face issuer/guarantor credit risk, potential loss of principal, uncertain coupon payment, limited upside (maximum total coupon $500 per $1,000), lack of liquidity (no listing), valuation discount, and potential conflicts of interest arising from JPMorgan’s roles as issuer, guarantor, calculation agent, and hedging counterparty.

The notes may suit investors comfortable with equity-index downside risk and seeking above-market income, but unwilling to pay fixed coupons or accept full market participation. They are not appropriate for investors requiring capital preservation, assured income, or ready secondary-market liquidity.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., plans to issue six-year Uncapped Accelerated Barrier Notes linked to the S&P 500® Futures Excess Return Index. The notes are designed to give investors leveraged upside participation while providing partial downside protection.

• Key dates: Pricing Date 11 Jul 2025; Observation Date 11 Jul 2031; Maturity 16 Jul 2031.
• Minimum investment: $1,000 (CUSIP 48136E6A8).
• Upside: Investors receive the principal plus at least 2× the index return if the Final Value is above the Initial Value; upside is uncapped.
• Barrier: 60 % of Initial Value. If the index closes at or above the barrier, principal is returned even if the index declined.
• Downside: If the Final Value is below the barrier, investors are fully exposed to the negative index return and could lose their entire principal.
• Estimated value: Not less than $920 per $1,000 note at pricing—below the $1,000 issue price—reflecting dealer margins and hedging costs.

Risks highlighted include potential loss of principal, credit risk of the issuer/guarantor, lack of liquidity (no obligation for JPMS to make a secondary market), no periodic interest, index composition and futures roll risk, potential conflicts of interest in pricing/hedging, and uncertain tax treatment.

The offering is registered with the SEC under Rule 433; investors are urged to read the linked preliminary pricing supplement and risk factors before investing.

Form 4 filing for T. Rowe Price Group, Inc. (TROW) dated 07/01/2025 discloses two insider share acquisitions by director Robert J. Stevens. Both transactions were executed under the company’s 2017 Non-Employee Director Equity Plan and relate to dividend reinvestment and director fee awards rather than open-market buying.

• 06/27/2025: 267.1081 common shares acquired at a reported price of $96.10, reflecting automatic reinvestment of cash dividends. Post-transaction direct holdings rose to 20,478.9911 shares.
• 06/30/2025: 613 stock-unit shares issued in lieu of cash director fees at $96.50 per share (no cash outlay shown). These units vest immediately and are non-forfeitable. Direct holdings increased to 21,091.9911 shares.

No derivative securities were reported. Total incremental ownership equals 880.1081 shares (≈4.3 % increase to the director’s stake), representing roughly US $85–$85.5 k based on the indicated share prices. The filing signals ongoing alignment between the director and shareholders but, given TROW’s multi-billion-dollar market capitalization, the dollar value is not material at the corporate level.

JPMorgan Chase Financial Company LLC is marketing Uncapped Dual Directional Buffered Return Enhanced Notes (the “notes”) linked to the S&P 500® Futures Excess Return Index (ticker SPXFP). The unsecured, unsubordinated notes are fully and unconditionally guaranteed by JPMorgan Chase & Co. and are expected to price on or about June 27 2025, settle on or about July 2 2025 and mature on June 30 2028.

Key economic terms include:

• Upside Leverage Factor: at least 1.0535 (final value set on pricing date)
• Dual-directional buffer: investors receive the absolute value of any Index decline up to 20%; beyond that, principal is lost 1-for-1 up to an 80% maximum loss.
• Uncapped positive participation: appreciation in the Index is multiplied by the Upside Leverage Factor with no maximum.
• Minimum denomination: US $1,000; CUSIP 48136E5M3
• Estimated value today: approximately US $958.90 per $1,000 note (final estimate will not be below $900).

Payment at maturity:

• If Final Value > Initial Value: $1,000 + ($1,000 × Index Return × Upside Leverage Factor).
• If Final Value ≤ Initial Value but decline ≤ 20%: $1,000 + ($1,000 × Absolute Index Return) — effectively capped at $1,200.
• If Final Value declines > 20%: $1,000 + [$1,000 × (Index Return + 20%)] → investors may lose up to 80% of principal.

Investors forgo periodic interest and bear credit risk of both the issuer and guarantor. The product is offered under SEC Rule 424(b)(2); registration statement nos. 333-270004 and 333-270004-01. Selling commissions are capped at $29.50 per $1,000 note. The notes are not FDIC-insured and are not regulated under the Commodity Exchange Act.

Primary risks highlighted include potential loss of up to 80% of principal, limited upside on negative Index performance (20% cap), secondary-market liquidity constraints, and dependence on JPMorgan’s creditworthiness.

Shore Bancshares, Inc. (SHBI) Form 4 highlights: EVP & Chief Legal Officer Andrea E. Colender reported the conversion of 995 restricted stock units (RSUs) into an equal number of common shares on 01-Jul-2025 (Transaction Code M). The RSUs vested at no cash cost, increasing her direct share ownership to 26,972 shares. An additional 3,292 shares are held indirectly in an IRA. Following the transaction, Colender still holds 6,156 unvested RSUs scheduled to vest between 2026-2028. The filing represents a routine equity grant vesting rather than an open-market purchase, but it modestly raises insider equity alignment.

Offering overview: JPMorgan Chase Financial Company LLC is marketing Auto-Callable Contingent Interest Notes that are linked to the common stock of EQT Corporation and mature on 14 July 2027. The notes are fully and unconditionally guaranteed by JPMorgan Chase & Co. Minimum denomination is $1,000.

Income mechanics: Investors are eligible for a contingent coupon of at least 9.65% per annum (≈ 0.80417% per month, or $8.0417 per $1,000) for every monthly Review Date on which EQT’s closing price is ≥ 55% of the initial price (the “Interest Barrier”). If the stock closes below the barrier on a Review Date, that month’s coupon is forfeited.

Auto-call provision: Beginning 9 October 2025, the notes are automatically called if EQT’s closing price on any Review Date (other than the first, second or final) is at or above the Initial Value. Called holders receive their principal plus the applicable monthly coupon; no further payments are made.

Principal repayment scenarios:

• If auto-called: return of principal plus last coupon.
• If held to maturity and EQT’s final price ≥ 55% of Initial Value: return of principal plus last coupon.
• If held to maturity and EQT’s final price < 55%: investors suffer a 1-for-1 downside loss on the entire decline (e.g., a 60% fall produces a 60% loss of principal).

Key dates: Pricing expected 9 July 2025; settlement 14 July 2025. Twenty-four monthly Review/Interest Payment cycles run through the final Review Date of 9 July 2027.

Estimated value & fees: Preliminary estimated value ≈ $965.10 per $1,000 (≈ 3.5% discount to par); the final estimate will not be below $930. Selling commissions for brokerage accounts capped at $23.50 per note; fee-based advisory accounts pay ≥ $976.50.

Investor considerations: • Unsecured, unsubordinated obligations—subject to JPMorgan credit risk.
• No equity upside beyond coupons; investors forgo EQT dividends.
• Principal at risk below the 55% trigger; potential total loss.
• Liquidity likely limited to secondary market provided by JPMS.

TruGolf Holdings, Inc. (Nasdaq: TRUG) has executed a 1-for-50 reverse stock split of its common stock. Stockholders granted the Board discretionary authority at a May 30, 2025 special meeting to implement a split within a 1-for-5 to 1-for-75 range. The Board selected a 1-for-50 ratio, filed an amendment to the certificate of incorporation with the Delaware Secretary of State, and made the split effective at 12:01 a.m. ET on June 23, 2025.

Every fifty issued and outstanding shares automatically combined into one share with no change to the $0.0001 par value. Class A shares outstanding decline from roughly 40.5 million to 0.81 million, and Class B shares drop from about 10 million to 0.2 million. The authorized share count remains 660 million (650 million Class A, 10 million Class B).

Outstanding stock options and plan reserves are being proportionally adjusted. Fractional shares will not be issued; holders will receive cash equal to the average closing price of TRUG for the five trading days before the split multiplied by the fractional entitlement.

Post-split shares began trading on a split-adjusted basis on June 23, 2025 under the unchanged ticker "TRUG" and a new CUSIP 243733409. A summary of the amendment is attached as Exhibit 3.1; a related press release dated June 18, 2025 is filed as Exhibit 99.1.