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

JPMorgan Chase Financial Company LLC is offering unlisted, unsecured and unsubordinated Digital Buffered Notes linked to the S&P 500® Index maturing on 14 January 2027. The notes target investors seeking a fixed, equity-linked payoff rather than periodic coupons.

Payoff profile: If on the valuation date the S&P 500 closing level is (a) at or above the strike or (b) below the strike by up to the 10 % buffer, holders receive a Contingent Digital Return of at least 11.88 %, equal to a maximum redemption of $1,118.80 per $1,000 note. If the index falls more than 10 % from the strike, principal loss is leveraged at 1.11111 % for every 1 % of additional decline, exposing investors to a potential total loss of capital.

Key dates & terms: Strike Date 11 Jul 2025; Pricing Date on or about 15 Jul 2025; Settlement 18 Jul 2025; Valuation Date 11 Jan 2027. Denominations start at $10,000. CUSIP 48136FTU6. The product is issued by JPMorgan Chase Financial Company LLC and fully and unconditionally guaranteed by JPMorgan Chase & Co., subject to their credit risk.

Estimated value & fees: If priced today, the estimated fair value would be $983.70 per $1,000 note, at least $970 at pricing, implying an issue-premium that embeds selling commissions (≤ $12.50 per $1,000) and hedging/structuring costs. The estimated value is based on internal models using a non-public funding rate and may differ from third-party valuations. Secondary market bids, if any, are expected to be below issue price.

Risk highlights: (1) Capital is at risk beyond the 10 % buffer; (2) upside is capped at the fixed digital return even if the index rallies sharply; (3) no coupons, dividends or voting rights; (4) issuer/guarantor credit deterioration would hurt note value; (5) the notes are not exchange-listed and liquidity depends solely on JPMS’s willingness to repurchase.

Tax & regulatory: Counsel expects the notes to be treated as open transactions (not debt) for U.S. tax purposes, but the IRS could challenge this view. JPM expects the product to be exempt from Section 871(m) withholding for non-U.S. holders, although this determination is not binding on the IRS.

Overall, the notes provide a defined return with limited downside protection for investors comfortable with JPMorgan credit exposure and the possibility of principal loss if the S&P 500 falls more than 10 % over 18 months.

JPMorgan Chase Financial Company LLC is offering $2.115 million of Auto-Callable Contingent Interest Notes (CUSIP 48136FHX3) maturing 14 January 2027 and fully, unconditionally guaranteed by JPMorgan Chase &Co. The notes link separately to the Nasdaq-100 Technology Sector Index (NDXT) and the VanEck Gold Miners ETF (GDX); performance is based on the lesser-performing underlying.

Key economics: investors pay $1,000 per note; selling commissions are $22.25 (2.225%), leaving $977.75 proceeds. JPMorgan estimates the fair value at $956.10, roughly 4.4% below issue price, reflecting structuring and hedging costs. Minimum denomination is $1,000.

Coupon mechanics: a Contingent Interest Rate of 10.25% p.a. (0.85417% monthly, $8.5417 per $1,000) is paid only if, on a given monthly Review Date, each underlying closes at or above 70% of its initial value (Interest Barrier). If either fails, that month’s interest is skipped. The first two review dates (Aug 11 & Sep 10 2025) cannot trigger a call.

Automatic call: starting 10 Oct 2025, if both underlyings close at or above their initial values on any Review Date (other than the final), the notes are automatically redeemed for $1,000 plus the current contingent coupon, ending the investment early.

Principal risk: at maturity, if the notes were not previously called and either underlying finishes below its 70% Trigger Value, investors receive $1,000 × (1 + Lesser-Performing Underlying Return). Thus, a 40% decline in the weaker underlying results in a $600 repayment (40% loss). Principal is protected only if both underlyings remain at or above 70% of initial value through the final review date.

Initial reference levels: NDXT 11,750.98; GDX $51.90. Corresponding barriers/trigger values are 8,225.686 and $36.33.

Risk highlights: (1) no guaranteed interest or principal; (2) exposure to credit risk of JPMorgan Financial/JPMorgan Chase &Co.; (3) sector concentration—technology and precious-metal miners can be volatile; (4) notes are unlisted and illiquid; secondary prices will reflect dealer mark-downs and internal funding rates; (5) estimated note value is below issue price.

Timeline: Priced 10 Jul 2025, expected to settle 15 Jul 2025. Earliest call: 10 Oct 2025. Final maturity: 14 Jan 2027.

The structure suits investors seeking enhanced yield potential and willing to accept equity-linked downside, skipped coupons, and limited upside (maximum return equals cumulative contingent coupons).

JPMorgan Chase Financial Company LLC is offering unsecured, unsubordinated Review Notes that mature on 22 July 2030 and are fully guaranteed by JPMorgan Chase & Co. The notes track the least-performing of three U.S. equity indices—the Dow Jones Industrial Average (INDU), Nasdaq-100 (NDX) and Russell 2000 (RTY)—on five annual review dates.

• Automatic call: If the closing level of each index is at or above its 100% Call Value on any review date (earliest 21 Jul 2026), investors receive $1,000 plus a Call Premium of at least 12.65%, 25.30%, 37.95%, 50.60% or 63.25% depending on the call year, and the note terminates.
• Barrier protection: If not called, principal is protected only if the final level of each index is at or above 70% of its initial level (Barrier Amount = 70%).
• Downside risk: Should any index close below its barrier on the final review date, repayment equals $1,000 plus $1,000 × Least Performing Index Return, exposing holders to a loss of more than 30% and up to 100% of principal.
• Pricing: Minimum denomination $1,000; expected pricing 17 Jul 2025 and settlement 22 Jul 2025 (CUSIP 48136FTM4).
• Estimated value: Approximately $965.40 per $1,000 note today; final estimate will not be below $900.00.
• Costs: Selling commissions up to $11.25 per $1,000 are embedded; the original issue price will exceed estimated value due to fees and hedging costs.
• No coupons or dividends: Investors forgo periodic interest and any dividends paid by index constituents.

The notes are intended for investors seeking equity-linked upside through sizeable call premiums while accepting credit risk of JPMorgan Financial/JPMorgan Chase & Co., limited upside (premiums only), potential loss of principal and limited liquidity (no exchange listing).

JPMorgan Chase Financial Company LLC (fully guaranteed by JPMorgan Chase & Co.) intends to issue Callable Contingent Interest Notes due 20 July 2028 that are individually linked to the Nasdaq-100, Russell 2000 and S&P 500 Indices rather than to a composite basket. The preliminary pricing supplement (dated 11 July 2025) outlines the following key terms:

• Principal & Denominations: $1,000 minimum, CUSIP 48136FTB8.
• Contingent Interest: At least 7.00% p.a. (≈0.58333% monthly). A coupon is paid only if the closing level of each index on the relevant Review Date is ≥ 65 % of its initial level (the “Interest Barrier”).
• Interest/Review Schedule: 36 monthly Review Dates from 18 Aug 2025 to 17 Jul 2028, with payments three business days later.
• Early Redemption: JPMorgan may call the notes in whole on any Interest Payment Date from 22 Jan 2026 onward (excluding the first five and final dates). Redemption price equals par plus the due contingent coupon.
• Principal Protection: None. If not called and the final level of any index is < 65 % of its initial level (the “Trigger Value”), repayment is par × (1 + Least-Performing Index Return), exposing investors to a loss of more than 35 % and up to 100 % of principal.
• Estimated Value: About $950.90 per $1,000 at launch; will not be less than $900.00. The difference from issue price reflects selling commissions (≤ $29.50) and hedging/structuring costs.
• Credit Risk: Unsecured, unsubordinated obligations of JPMorgan Chase Financial Co. LLC; performance depends on the credit of both the issuer and JPMorgan Chase & Co.
• Key Risks Highlighted: potential loss of principal, possibility of zero coupons, issuer call risk, liquidity constraints (no listing), non-participation in index upside, small-cap and non-U.S. equity exposure, valuation and secondary-market price uncertainty, tax uncertainty and withholding for non-U.S. holders.

The product targets investors comfortable with index-linked downside risk in exchange for a high conditional coupon and possible early redemption. The first settlement is expected 21 July 2025 under SEC Registration Statement Nos. 333-270004 & -01.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $1.456 million of unsecured Medium-Term Senior Notes, Series N linked to the S&P 500® Index, maturing 13 August 2026. Branded as “10% Buffer Securities”, the notes pay no coupons; instead, principal repayment is contingent on index performance.

Economic terms

• Principal: $1,000 per note
• Upside: 110% participation in index gains, capped at $132 (+13.2%)
• Downside: 10% buffer; losses beyond –10% are absorbed 1-for-1
• Initial index value: 6,280.46 (10 Jul 2025)
• Valuation date: 10 Aug 2026 (single observation)
• Issue price vs. model value: $1,000 vs. $989.60 (≈1.0% premium)
• Underwriting fee: up to $4.40 (0.44%)
• Listing: None; secondary liquidity relies on dealer bidding
• Credit: Senior unsecured claim on the issuer; fully and unconditionally guaranteed by Citigroup Inc.

Pay-off profile

• Index rise ≤ ≈12%: redemption = $1,000 + 110% of gain
• Index rise > ≈12%: redemption capped at $1,132
• Index change 0% to –10%: full principal returned
• Index fall > 10%: investor loses the percentage decline beyond 10%

Risk highlights include potential principal loss, zero interim income, capped upside, dependence on one valuation date, credit exposure to Citigroup, model value below offering price, limited liquidity, dealer conflicts in pricing/hedging, and uncertain U.S. tax treatment.

Distribution & proceeds: Citigroup Global Markets Inc. is sole underwriter, earning up to 0.44% plus hedging profits; net proceeds to issuer ≥ $995.60 per note.

The notes suit investors seeking modest equity-linked appreciation with a 10% protective buffer, and who are comfortable sacrificing dividends, liquidity, and unlimited upside in exchange for capped participation and credit risk to Citigroup.

JPMorgan Chase Financial Company LLC priced a small ($943,000) issuance of Uncapped Buffered Return Enhanced Notes linked to the EURO STOXX 50 Index on 10-Jul-2025. The $1,000-denomination notes settle 15-Jul-2025 and mature 16-Jul-2027.

Payoff profile: investors receive 1.2405× any positive index performance at maturity with no upside cap. A 15 % buffer protects principal for moderate declines; below that threshold principal erodes point-for-point, exposing holders to as much as an 85 % loss. No interest or dividends are paid during the two-year term.

Economics: price to public includes a $17.50 (1.75 %) selling commission. The estimated fair value is $976 per note (2.4 % below issue price) due to embedded distribution and hedging costs. CUSIP 48136E7A7.

Credit & liquidity: the notes are unsecured, unsubordinated obligations of JPMorgan Financial and are fully guaranteed by JPMorgan Chase & Co.; repayment depends on the creditworthiness of both entities. No exchange listing is planned, so resale liquidity relies on dealer bids, likely at a discount.

Risk highlights: potential loss of up to 85 % of principal, no periodic income, model-price/market-price divergence, early acceleration on change-in-law, and exposure to index constituents’ country and market risks. Although relevant to structured-product buyers, the deal size is immaterial to JPM’s consolidated financials.

JPMorgan Chase Financial Company LLC is offering $1.4 million of unsecured, unsubordinated Auto-Callable Contingent Interest Notes linked to the common stock of NVIDIA Corporation (NVDA), due 13 July 2028 and fully guaranteed by JPMorgan Chase & Co.

Income mechanics: The notes pay a quarterly contingent coupon of 3.4375% (13.75% p.a.) only if, on the applicable Review Date, NVDA’s closing price is at least 60% of the $162.88 Strike Value (Interest Barrier = $97.728). Missed coupons are not recaptured.

Autocall feature: Beginning 9 January 2026, the notes are automatically redeemed at par plus the current coupon if NVDA closes at or above the Strike Value on any Review Date (excluding the first and final). This can shorten the tenor to as little as six months.

Principal protection: None. If the notes are not called and the Final Value on 10 July 2028 falls below the 50% Trigger Value ($81.44), investors lose 1% of principal for every 1% NVDA declines from the Strike Value, potentially resulting in a total loss. If Final Value is ≥ Trigger, principal is returned and the final coupon, if earned, is paid.

Key economic terms: Issue price $1,000; estimated value $975.50 (reflecting fees and hedging costs); selling commission $3.50 per note; CUSIP 48136FRB0; minimum denomination $1,000; no listing; settlement expected 15 July 2025.

Risks highlighted: (i) market risk on NVDA; (ii) credit risk of both JPMorgan Chase Financial and JPMorgan Chase & Co.; (iii) potential loss of > 50% principal; (iv) coupon discontinuity; (v) early redemption reinvestment risk; (vi) estimated value below issue price; (vii) illiquidity and wide bid–ask spreads; (viii) complex tax treatment for both U.S. and non-U.S. holders.

Investor profile: Suitable only for investors who can tolerate equity-linked downside exposure, accept contingent income, and have a positive or neutral view on NVDA over the next three years, while recognising JPMorgan credit and liquidity risks.

Rubrik, Inc. (RBRK) – Form 4 Insider Activity

Chief Financial Officer Kiran Kumar Choudary reported two transactions dated 07/09/2025:

• Option exercise & conversion: 2,000 stock options exercised at a $7.99 strike (Code M) and automatically converted from Class B to Class A shares (Code C) at a reported price of $0.
• Open-market sale: 3,500 Class A shares sold at $87.54 (Code S), generating ≈ $0.31 million in gross proceeds.

Post-transaction, the CFO directly holds 521,595 Class A shares and 70,450 derivative securities. The net reduction of 1,500 shares represents under 0.3 % of his direct equity position, signalling only a marginal change in insider ownership.

ReTo Eco-Solutions, Inc. (RETO) has filed an amended Form 6-K to supply investors with the financial information required following its April 25, 2025 acquisition of MeinMalzeBier Holdings Limited.

The amendment adds two key exhibits:

• Exhibit 99.1: Audited financial statements of MeinMalzeBier for fiscal years ended 31 Dec 2024 and 2023.
• Exhibit 99.2: Unaudited pro forma condensed combined balance sheet (as of 31 Dec 2024) and income statement (FY 2024) showing RETO and MeinMalzeBier as if the transaction had closed earlier, prepared under Article 11 of Regulation S-X.

The Share Exchange, already closed on 25 Apr 2025, delivered 5,100 MeinMalzeBier ordinary shares to RETO in exchange for cash plus newly issued RETO Class A shares. No other terms were modified.

Management cautions that the pro forma data are illustrative and may differ materially from future results; numerous forward-looking risk factors are referenced. The filing is automatically incorporated by reference into RETO’s outstanding F-3 and S-8 registration statements, ensuring the new financials become part of those offerings.

Investor takeaway: The amended filing fulfils SEC requirements, provides historical audits of the acquired business and gives a first look at combined entity projections, enabling investors to start assessing acquisition accretion/dilution and balance-sheet impact once detailed numbers are reviewed in the exhibits.