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

JPMorgan Chase Financial Company LLC is offering Uncapped Dual Directional Buffered Return Enhanced Notes fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are linked individually (not as a basket) to the Nasdaq-100® Technology Sector Index (NDXT), the ARK Innovation ETF (ARKK) and the Utilities Select Sector SPDR® Fund (XLU). Payments depend on the least-performing underlying.

Key economic terms: minimum denomination $1,000; Upside Leverage Factor ≥ 1.60x; 20 % Buffer Amount; pricing date on or about 18 Jul 2025; settlement 23 Jul 2025; observation date 18 Aug 2026; maturity 21 Aug 2026; CUSIP 48136FSB9.

Payout formula: 1) If every underlying ends above its initial value, investors receive principal plus 1.60 × (least-performing return). 2) If at least one underlying falls, but the worst decline is within the 20 % buffer, payment equals principal plus the absolute value of the worst return (capped at 20 %, i.e., up to $1,200). 3) If any underlying falls more than 20 %, investors lose 1 % of principal for each 1 % drop beyond the buffer, with maximum loss of 80 % of principal.

Illustration: a 10 % rise in the worst underlying would pay $1,160; a 15 % decline would still pay $1,150; a 60 % decline would pay $600.

Risk highlights: no interest or dividends; unsecured, unsubordinated exposure to the credit of JPMorgan Financial and JPMorgan Chase & Co.; notes will not be listed, creating potential liquidity constraints; investors may receive significantly less than the $1,000 issue price in secondary market sales; the estimated value on the trade date will be at least $940, below the $1,000 offering price, reflecting selling commissions and hedging costs.

Underlying-specific risks: technology-sector concentration (NDXT); actively managed fund risk, cryptocurrency exposure, and emerging-markets risk (ARKK); utilities-sector and regulatory risk (XLU). Because the worst performer drives repayment, positive performance of other underlyings offers no offset.

The preliminary supplement emphasises that investors should be willing to accept up to 80 % principal loss, forego periodic income, and hold to maturity.

JPMorgan Chase Financial Company LLC is offering Auto Callable Contingent Interest Notes that mature on July 23, 2030 and are fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are linked to the MerQube US Tech+ Vol Advantage Index (MQUSTVA), an excess-return index that tracks leveraged exposure (0-500%) to the Invesco QQQ Trust while deducting 6.0% per annum and a daily notional financing cost. These structural deductions create a persistent drag relative to an identical strategy without such costs.

Key economic terms

• Contingent Interest Rate: at least 9.30% p.a. (0.775% monthly); payable only if the Index closes at or above 80% of the Initial Value (Interest Barrier) on a Review Date.
• Automatic call: triggered if, on any Review Date starting July 20 2026 (12th Review Date), the Index closes ≥ Initial Value. Investors then receive principal plus the current and any unpaid contingent interest; no further payments accrue.
• Downside protection: 25% buffer. If held to maturity and the Index decline exceeds 25% (i.e., Final Value < 75% of Initial Value), principal is reduced one-for-one with Index losses beyond the buffer—maximum loss 75%.
• Credit exposure: unsecured, unsubordinated claims on JPMorgan Financial (issuer) and JPMorgan Chase & Co. (guarantor).
• Estimated value: ~$913.60 per $1,000 note if priced today; final estimate will not be less than $900. This reflects selling commissions (≤$39), hedging costs and internal funding spreads.
• Liquidity: no exchange listing; secondary trading, if any, will be by negotiation with J.P. Morgan Securities (JPMS) and likely at a substantial discount, especially during the first six months.

Risk highlights

• Interest is not guaranteed; investors may receive no coupons at all if the Index stays below the 80% barrier.
• Significant capital risk; a 60% Index decline at maturity would result in a 35% note loss even with the buffer.
• Performance drag; daily 6% deduction and financing cost mean the Index must materially outperform the Nasdaq-100 to break even.
• Leverage risk; up to 500% exposure amplifies both gains and losses; rebalanced weekly, not daily.
• Conflict of interest; JPMorgan affiliates co-designed and partially own the Index Sponsor, giving rise to methodological and valuation conflicts.

These notes may appeal to income-oriented investors who are moderately bullish to neutral on large-cap tech over the next year yet willing to accept call risk, credit risk, structural performance drag and up to 75% principal loss. They are unsuitable for investors seeking full principal protection or direct Nasdaq-100 upside participation.

Commercial Metals Company (CMC) Form 4 filing: Director Sarah E. Raiss reported the acquisition of 56 common shares on 07/09/2025 at a stated price of $52.45 per share. The shares stem from dividend equivalents automatically converted into fully vested restricted stock units and will be settled in common stock once her board tenure ends. Post-transaction, Raiss directly owns 100,499 CMC shares. No sales or derivative trades were disclosed. Given the small dollar value (≈$2.9 thousand) and its routine compensation nature, the disclosure is viewed as immaterial to the company’s financial outlook or stock performance.

MSC Industrial Direct (MSM) filed a Form 4 reporting that SVP, Sales & Customer Success Kimberly Shacklett exercised 2,130 stock options at an exercise price of $83.21 and immediately sold the same 2,130 shares on 07 Jul 2025 at $92.00 per share under a pre-arranged Rule 10b5-1 plan. Her direct ownership fell from 16,787 to 14,657 shares, while all options from the October 2018 grant are now fully exercised, leaving her with no remaining derivative securities.

The transaction generated roughly $196 K gross proceeds and a pre-tax spread of about $18.7 K. Because the sale represents only about 12.7% of her prior holdings and was executed through an automatic trading plan, the informational signal is considered largely neutral; however, any insider sale can create modest negative sentiment.

JPMorgan Chase Financial Company LLC is offering 3-year Contingent Income Auto-Callable Securities linked to Palo Alto Networks (PANW). Investors pay $1,000 per note and may receive:

• Quarterly coupons of at least $26 (≥2.60%) when PANW closes ≥60% of the initial price on each quarterly determination date.
• Automatic early redemption at par plus the coupon if PANW closes ≥100% of the initial price on any determination date.
• At maturity, full principal plus final coupon if PANW is ≥60% of the initial price; otherwise principal is reduced in line with PANW’s decline (stock performance factor), exposing investors to up to 100% loss.

Key terms: downside threshold 60% of initial price; maturity July 21 2028; estimated value ≥$940; issuer and guarantor credit risk applies. Investors do not participate in upside beyond coupons and face early-call, liquidity, valuation and tax risks outlined in the risk factors.

JPMorgan Chase Financial Company LLC is offering $2.505 million of Auto-Callable Contingent Interest Notes due 12 July 2030 that are fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are linked to the worst performer among the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX). Investors receive a contingent coupon of 7.00% p.a. (1.75% quarterly) only when, on a given review date, the closing level of each index is at least 75% of its initial level (the “Interest Barrier”).

Automatic call: Beginning 9 July 2026 (fourth review date) the notes will be redeemed early at par plus the quarterly coupon if, on any subsequent review date (other than the first three and the final), the closing level of every index is at least its initial level.

Principal repayment: If not called, holders will receive par plus the final coupon only if the final level of each index is at least 70% of its initial level (the “Trigger”). Should any index finish below its Trigger, principal is reduced one-for-one with the worst-performing index, exposing investors to losses greater than 30% and up to 100% of principal.

Key metrics: Initial index levels were set on 9 July 2025 at 22,864.91 (NDX), 2,252.490 (RTY) and 6,263.26 (SPX). Interest Barriers are 75% of those values; Triggers are 70%. Minimum denomination is $1,000. CUSIP 48136FMC3. Issue price is 100% of par; investors pay selling commissions of $41.25 per $1,000. The estimated value at pricing was $932.50—about 6.75% below issue price—reflecting selling, structuring and hedging costs.

Risk highlights: (1) No guaranteed coupons; interest is forfeited for any quarter in which one index breaches its barrier. (2) Significant downside risk if the worst index falls more than 30%; unlike conventional debt the notes do not provide principal protection. (3) Credit exposure to JPMorgan Financial and JPMorgan Chase & Co. (4) No listing; secondary liquidity will rely solely on J.P. Morgan Securities and is expected to be below par, particularly during the first six months. (5) Early call limits income potential; investors cannot participate in any upside of the indices beyond coupons.

The product suits investors seeking enhanced income relative to traditional fixed-income, who have a moderately bullish to side-ways view on large-cap, small-cap and tech-heavy U.S. equities over a one-to-five-year horizon, and who are comfortable with credit, liquidity and equity-market risk.

JPMorgan Chase Financial Company LLC is offering $1.176 million principal amount of Auto-Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index (Bloomberg: MQUSLVA). The notes, fully and unconditionally guaranteed by JPMorgan Chase & Co., price on 9-Jul-2025, settle on or about 14-Jul-2025, and mature 12-Jul-2030 unless called earlier.

Key structural terms

• Initial Value: 3,497.81 (Index close on pricing date)
• Interest Barrier: 2,448.467 (70% of Initial Value)
• Trigger Value: 1,748.905 (50% of Initial Value)
• Contingent Interest: 13.00% p.a. (1.08333% monthly, $10.8333 per $1,000 face). Paid only if the Index closes ≥ Interest Barrier on an Interest Review Date; any missed coupons may be “caught up” if a later review date meets the barrier.
• Automatic Call: Quarterly; first possible on 9-Jul-2026. Triggered when the Index closes ≥ Initial Value. Redemption amount equals par plus current and any unpaid coupons.
• Payment at Maturity (if not called): • If Final Value ≥ Trigger, return of principal plus last coupon and any unpaid coupons. • If Final Value < Trigger, principal is exposed one-for-one to Index decline (maximum loss 100%).
• Denominations: $1,000; CUSIP 48136FLB6.
• Public Offering Price: 100% of face; selling concession $9 (0.9%).
• Estimated Value: $931.80 (6.82% below issue price) reflecting internal funding and hedging costs.

Underlying index features & implications

• Rules-based long/short exposure (0-500%) to E-mini S&P 500 futures, targeting 35% implied volatility.
• Daily 6.0% p.a. deduction acts as a constant performance drag; Index must outperform this hurdle to appreciate.
• Potential for significant leverage and for the index to be partly uninvested during high-volatility periods.

Risk highlights

• No principal protection; investors may lose >50% and up to all principal if Final Value falls below Trigger.
• No guaranteed interest; coupons are contingent on monthly barrier test.
• Credit exposure to JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.
• Liquidity limited—notes will not be exchange-listed; secondary prices likely below issue price.
• Conflict of interest: JPM affiliates helped design the index and hold a 10% equity stake in the index sponsor.

Investor profile: Investors seeking enhanced coupon potential (13% p.a.) and willing to accept equity-like downside, path-dependent income, issuer credit risk, and drag from the 6% daily deduction on the underlying index.

McKesson Corporation (MCK) has submitted a Form 144 notice covering the proposed sale of 19,371 common shares, valued at approximately $13.72 million, to be executed on or after 11 July 2025 on the NYSE through Fidelity Brokerage Services.

The seller acquired the shares on 21 May 2024 via restricted-stock vesting designated as compensation. Relative to the 125,112,236 shares outstanding, the planned disposal represents roughly 0.02 % of total shares, indicating limited dilution or market-moving potential.

The same filer, listed as Brian S. Tyler, reported a prior sale of 19,370 shares on 6 June 2025 that generated gross proceeds of $13.67 million. Form 144 filings serve as advance notices of intent and do not guarantee execution, nor do they contain operational, earnings, or strategic information about the issuer.

Overall, the filing signals routine insider liquidity and carries minimal direct impact on McKesson’s fundamentals or valuation.

Sagtec Global Limited (SAGT) signed a USD 25 million committed equity facility with Helena Global Investment Opportunities I Ltd on 11 July 2025. Under the purchase agreement, Sagtec can, at its sole discretion, raise cash through successive share issuances called “Advances.”

• Advance size: up to USD 2 million each.
• Volume cap: shares sold in any Advance cannot exceed 40 % of the stock’s recent trading volume.
• Ownership cap: Helena Global’s stake is limited to 4.99 % of outstanding shares.
• Short-sale restriction: Helena Global agrees not to short or hedge Sagtec stock except in narrow, permitted situations.
• Registration requirement: Sagtec must keep an effective resale registration statement with the SEC; Helena Global has no purchase obligation if the registration lapses.

The facility resembles a “stand-by equity purchase agreement”, giving Sagtec flexible access to capital without immediate debt but creating potential share dilution and market overhang. The agreement is filed as Exhibit 99.1 to the Form 6-K.