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

JPMorgan Chase & Co. is issuing $6 million of Callable Fixed-Rate Notes due 23 December 2031 under its Series E medium-term note program. The securities are unsecured, unsubordinated obligations that pay a fixed 5.00% coupon calculated on a 30/360 basis. Interest is paid annually on 23 June, beginning in 2026, and on the maturity date, provided the notes have not been redeemed early.

Call structure. Beginning 23 June 2027 and every 23 June and 23 December thereafter through 23 June 2031, the issuer may, at its sole option, redeem the notes in whole at par plus accrued interest. Investors therefore face reinvestment risk and cannot compel the company to keep the notes outstanding.

Pricing & distribution. Notes are offered at 100% of principal; investors pay $1,000 per note. Selling commissions total $6.25 per $1,000, and net proceeds to the issuer are $993.75 per $1,000. J.P. Morgan Securities LLC acts as agent and may make a secondary market but is not obligated to do so; the notes will not be listed on any exchange.

Key risks.

• Call risk: early redemption would cap upside and shorten duration.
• Credit risk: repayment depends solely on JPMorgan Chase & Co.’s ability to pay; the notes constitute TLAC and may be written down in a resolution scenario.
• Liquidity risk: no exchange listing; secondary market, if any, will be limited and priced by JPMS.
• Valuation drag: embedded costs (commissions, hedge) mean secondary prices will initially be below par.

Regulatory status. The notes qualify as “loss-absorbing capacity” under the Federal Reserve’s TLAC rules; in a single-point-of-entry resolution they could be converted to equity or suffer losses ahead of operating-company creditors.

Tax treatment. Davis Polk & Wardwell LLP opines that the instruments are fixed-rate debt for U.S. federal income-tax purposes.

Walgreens Boots Alliance, Inc. (WBA) filed a Form 8-K to voluntarily supplement the definitive proxy statement for its pending merger with affiliates of Sycamore Partners (“Blazing Star Parent”). The supplements respond to two shareholder lawsuits (Drulias v. Babiak, Johnson v. WBA) and 11 demand letters that claim material omissions in the original proxy. Although WBA believes the claims are meritless, the company is adding detailed narrative and quantitative information to moot disclosure challenges and avoid possible injunctions ahead of the July 11, 2025 special shareholder meeting.

Key additions include: (1) expanded background on negotiations with Sycamore, confidentiality terms and board deliberations; (2) fuller descriptions of Centerview’s and Morgan Stanley’s relationship-disclosure memoranda; (3) granular valuation work-ups—public-company comparables, precedent transactions, discounted cash-flow (DCF) and premiums-paid analyses—with explicit multiples, discount rates and liability adjustments; and (4) refreshed prospective financial information (February Projections, VMD Forecasts, prior projection iterations).

Valuation highlights: Centerview’s selected-public-company approach implies equity value of $4.60–$12.70 per share, precedent-transaction analysis $6.90–$15.20, and DCF $10.80–$19.10. Morgan Stanley’s CY2025E P/E comparables yield $7.95–$12.25, while its premiums-paid screen suggests an implied price of $10.60–$12.80. These ranges bracket the merger consideration of $12.64–$13.36 disclosed in the proxy.

Lawsuit status: Plaintiffs seek to halt the vote until additional information is provided and request attorneys’ fees. WBA discloses that further suits or demand letters may arrive but will not necessarily be reported absent new allegations.

Financial outlook (February Projections): FY2025 revenue $154.6 bn, Adjusted EBITDA $3.71 bn, Unlevered FCF $1.99 bn. Adjusted EBITDA is projected to grow to $4.70 bn by FY2029. Key drags include opioid payments, dark-rent obligations and store-closure costs.

Strategic context: The board continues to recommend the Sycamore transaction and notes limited interest from alternative sponsors or strategics. A “go-shop” remains part of the agreed deal structure. WBA reiterates it is not admitting materiality of the new disclosures.

JPMorgan Chase Financial Company LLC is marketing 1.92-year, non-call 3-month (NC3m) Callable Contingent Interest Notes linked to three equity benchmarks: the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index. The notes are issued in $1,000 denominations, are unconditionally guaranteed by JPMorgan Chase & Co., and are scheduled to mature on May 28 2027, unless redeemed earlier at the issuer’s option on any monthly interest payment date after the second month.

Income profile. Holders receive a contingent monthly coupon set between 0.6875% and 0.85417% (8.25%-10.25% p.a.) only if, on the related review date, the closing level of each underlying remains at or above 70% of its initial level (the Interest Barrier). Missed coupons are not recaptured.

Principal protection. At maturity investors are protected down to a 30% decline (Trigger = 70%). If all three indices close at or above the Trigger on the final review date, holders receive par plus the final coupon. If any index finishes below its Trigger, repayment is reduced one-for-one with the worst-performing index, exposing investors to losses greater than 30% and up to 100% of principal.

Early redemption. Starting in month 3, the issuer may call the notes at par plus the applicable coupon. This limits upside to accrued coupons and may create reinvestment risk for investors if rates fall.

Valuation & liquidity. The estimated value at pricing will not be less than $900 per $1,000 note, reflecting internal funding spreads and structuring costs. Secondary market liquidity is expected to be limited to discretionary bids from J.P. Morgan Securities LLC, often at materially discounted prices.

Key risks. Investors face: (1) credit exposure to JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.; (2) market risk driven by three equity indices, including small-cap (RTY) and non-U.S. tech constituents (NDX); (3) potential loss of principal below the 70% Trigger; (4) contingent, non-cumulative income; and (5) issuer call risk which caps total return.

JPMorgan Chase Financial has filed a Free Writing Prospectus for 2.5-year Auto-Callable Contingent Interest Notes linked to Nasdaq-100, Russell 2000, and S&P 500 indices. The notes, priced at $1,000 denomination, offer a contingent interest rate of 9.00% - 11.00% per annum, paid monthly if certain conditions are met.

Key features include:

• Automatic call feature triggers if all underlying indices exceed initial values on review dates
• Interest payments contingent on all indices staying above 70% of initial values
• Principal at risk if any index falls below trigger value (70% of initial value) at maturity
• Estimated value will not be less than $900 per $1,000 note

Notable risks include potential loss of principal, credit risk of JPMorgan Chase, limited appreciation potential, and early exit risk due to auto-call feature. The notes mature on January 4, 2028, subject to early call provisions.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., plans to issue Market-Linked Securities that combine a contingent fixed return with partial downside protection linked to the S&P 500 Index. The two-year notes will price on 26 Jun 2025, settle on 1 Jul 2025, and mature on 1 Jul 2027.

Key payout mechanics:

• Principal: $1,000 per security.
• Contingent fixed return: at least 11.40% ($114) if the Index closes on the calculation day at or above the threshold level (85% of the starting level).
• Buffer: 15% downside protection; below the threshold investors participate 1-for-1 in losses, risking up to 85% of principal.
• Estimated value at pricing: ~$961.10 (final value not lower than $940), highlighting an initial fair-value discount versus the $1,000 issue price.

Distribution economics: Wells Fargo Securities may receive up to 2.575% in selling concessions, with dealers including Wells Fargo Advisors retaining 2.00% and an additional 0.075% distribution fee; JPMS may pay up to 0.20% to selected dealers.

Risk highlights include potential loss of up to 85% of principal, limited upside to the fixed return, credit exposure to both JPMorgan Financial and JPMorgan Chase & Co., lack of secondary-market liquidity, and uncertain tax treatment. The securities are unsecured, non-interest-bearing, and not FDIC-insured.

Investors seeking enhanced yield relative to conventional notes may find the 11.40% contingent return attractive, but should weigh the credit risk, fee load, and asymmetric return profile versus a direct S&P 500 investment.

JPMorgan Chase Financial Company LLC is marketing a new structured product: Uncapped Digital Barrier Notes due July 2, 2030, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes provide investors with uncapped, un-leveraged exposure to the lesser performing of two equity indices—the Russell 2000 Index (RTY) and the S&P 500 Futures Excess Return Index (SPXFP).

Key economic terms

• Contingent Digital Return: at least 72.60% (final rate set on pricing date).
• Barrier Amount: 70% of each index’s Initial Value (30% downside buffer).
• Pricing Date: on or about June 27, 2025; Settlement: on or about July 2, 2025.
• Maturity / Observation: June 27 and July 2, 2030 (five-year term).
• Denomination: $1,000 minimum, integral multiples thereafter; CUSIP: 48136EY82.
• Issuer estimated value (if priced today): $973.70 per $1,000 note (not less than $940.00 at pricing).

Payout mechanics at maturity

• Upside: If both indices close ≥ their Initial Values, payment equals principal plus the greater of (a) the Contingent Digital Return (≥ 72.60%) or (b) the actual percentage gain of the lesser-performing index.
• Par return: If either index finishes below its Initial Value but both remain ≥ the 70% barrier, only principal is repaid (0% return).
• Downside: If either index breaches its 70% barrier, repayment is reduced dollar-for-dollar with the lesser-performing index’s decline, exposing holders to losses greater than 30% and up to 100% of capital.

Investor considerations

• No interim coupons or interest payments.
• Returns depend solely on the index performance on the single observation date—path-dependency is absent but gap risk at maturity is elevated.
• Notes are unsecured obligations; repayment hinges on the credit quality of JPMorgan Financial and JPMorgan Chase & Co.
• The product is exempt from Commodity Exchange Act regulation; holders do not receive CFTC protections.
• Estimated value embeds fees/hedging costs; secondary market prices will include additional bid–ask spreads and may be materially lower.

Illustrative economics (hypothetical): An investor receives $1,726 per $1,000 note (+72.6%) if the lesser-performing index gains just 1% (≥ digital hurdle). Conversely, a 30.01% decline in the lesser index reduces repayment to $699.90; a 60% fall delivers only $400.

Risk highlights

• Capital at risk: breach of barrier triggers uncapped downside.
• Digital return not guaranteed if either index is below its Initial Value at observation.
• Concentration in small-cap equities (RTY) and equity futures (SPXFP) may increase volatility.
• Long-dated credit exposure (5.0-year) to JPMorgan entities.

JPMorgan Chase Financial Company LLC plans to issue Contingent Interest Notes linked to the common stock of Rocket Lab USA, Inc. (RKLB). The two-year notes (settlement expected 25 Jun 2025, maturity 24 Jun 2026) pay a contingent monthly coupon of at least 1.91667% (≥23% p.a.) whenever RKLB closes on a review date at or above the Interest Barrier of 50% of the strike ($13.925). Coupons are skipped for any month in which the barrier is breached.

Principal repayment depends on RKLB’s final price:

• At or above the 50% Trigger Value: investors receive par plus the final coupon.
• Below the Trigger Value: investors are fully exposed to downside via the stock return formula and may lose more than 50% and up to 100% of principal.

The preliminary estimated value is $961.70 per $1,000 note, implying an initial value discount of ~3.8% that reflects distribution and hedging costs. Notes are unsecured, unsubordinated obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co., subject to their credit risk. Minimum denomination is $1,000 and the issue will not be exchange-listed, limiting secondary liquidity. Selling commissions to dealers will not exceed $2.00 per $1,000.

Key dates: Strike Date 18 Jun 2025 (strike $27.85), 12 monthly review/interest dates from 18 Jul 2025 to 18 Jun 2026. The product suits investors seeking high conditional income and prepared to accept equity-linked downside, skipped coupons, and limited upside.

Greenidge Generation Holdings Inc. (GREE) has filed a Form S-8 to register an additional 1,000,000 shares of Class A common stock for issuance under its Third Amended and Restated 2021 Equity Incentive Plan, effective 17 June 2025. The filing, which incorporates prior S-8 registrations (333-260257, 333-272238, 333-284956) by reference, is administrative in nature and does not contain new financial statements or operating results.

The company remains classified as a non-accelerated filer, smaller reporting company, and emerging growth company. Standard exhibits accompany the registration, including the legal opinion of Olshan Frome Wolosky LLP, auditor consent from MaloneBailey LLP, and an updated power of attorney. Typical DGCL indemnification language is reiterated.

Key takeaway: the plan expansion provides greater flexibility to grant equity-based compensation but could introduce incremental dilution of up to 1 million shares, representing a modest potential increase in the company’s outstanding share count.

Mink Brook Asset Management LLC, classified as a 10% beneficial owner of DLH Holdings Corp. (DLHC), filed a Form 4 disclosing two open-market purchases of the issuer’s common stock.

• Transactions: 18 Jun 2025 – 18,535 shares at a weighted-average $5.448; 20 Jun 2025 – 5,776 shares at a weighted-average $5.4692. Total newly acquired shares: 24,311.
• Post-trade holdings: 1,608,115 shares held indirectly via Mink Brook Partners LP and 694,322 shares via Mink Brook Opportunity Fund LP, for an aggregate indirect beneficial ownership of ≈2.30 million shares.
• No derivative securities were bought or sold, and no dispositions were reported.

The filing signals incremental insider accumulation at a price range of roughly $5.32–$5.50, potentially indicating management’s or the fund’s continued confidence in DLHC’s valuation.