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

J.P. Morgan is marketing “13-month MRVL Digital Barrier Notes,” unsecured senior notes linked to the common stock of Marvell Technology, Inc. (the “Reference Stock”). The notes are issued by JPMorgan Chase Financial Company LLC and guaranteed by JPMorgan Chase & Co.

Key terms

• Minimum denomination: $1,000
• Pricing date: 15 Jul 2025
• Observation date: 17 Aug 2026
• Maturity date: 20 Aug 2026
• Contingent Digital Return (CDR): ≥ 18.50% ($185 per $1,000) if the final MRVL price is at or above the 55% barrier
• Barrier amount: 55% of the initial MRVL share price (knock-in level)
• Estimated value: at least $950 per $1,000 note, below the $1,000 offer price
• CUSIP: 48136FRM6

Pay-off mechanics

• If MRVL’s closing price on 17 Aug 2026 ≥ 55% of the initial value, investors receive: $1,000 + ($1,000 × CDR).
• If MRVL closes < 55% of the initial value, repayment equals $1,000 + ($1,000 × Stock Return). Downside is therefore unlimited to zero; investors could lose their entire principal.

Illustrative outcomes (assuming an 18.5% CDR): a flat or positive stock performance above the barrier yields 18.5% total return; a -45% stock decline returns $550; deeper declines mirror the stock loss one-for-one.

Risk highlights

• No periodic coupons, dividends, or voting rights.
• Upside capped at the CDR; full downside below the barrier.
• Subject to the credit risk of the issuer and guarantor.
• Estimated value uses J.P. Morgan’s internal funding rate and is <$1,000, creating an initial value gap.
• Secondary-market liquidity is limited and dealer-driven; exit prices may be substantially below issue price.

JPMorgan Chase Financial Company LLC is marketing unlisted, unsecured Digital Equity Notes due August 9, 2027 linked to the S&P 500® Index. The notes offer a single, capped payoff and no periodic interest.

• Upside: If the final S&P 500® level on the August 5 2027 determination date is ≥ 90 % of the initial level, holders receive a fixed Threshold Settlement Amount expected between $1,139.20 and $1,163.70 for every $1,000 of principal—a total return of roughly 13.92 %-16.37 % over the 2-year, 11-month term.
• Downside: If the index falls more than the 10 % buffer, repayment equals $1,000 plus 1.1111 × (index return + 10 %). Each additional 1 % decline beyond the buffer erodes principal by about 1.111 %, exposing investors to up to 100 % loss.
• Key terms: principal $1,000 per note; trade date on/around Jul 15 2025; settlement Jul 22 2025; no interest; no early redemption; not exchange-listed; CUSIP 48136FC42.
• Pricing: Original issue price 100 %; estimated value $959.60-$969.60 (includes internal funding spread and selling costs); underwriting commission up to 1.52 % paid to JPMS and an unaffiliated dealer.
• Credit: Payment depends on the unsecured obligations of JPMorgan Financial and the unconditional guarantee of JPMorgan Chase & Co.
• Liquidity: The notes are not listed; secondary market making by JPMS is discretionary and could reflect significant bid-ask spreads, especially after the initial pricing period.
• Tax: Treated as open transactions (prepaid forward contracts) under current Davis Polk opinion; IRS may challenge; Section 871(m) expected not to apply.

Investor profile: Suits investors seeking modest, fixed upside in exchange for accepting downside risk beyond a 10 % buffer, and who are comfortable with JPMorgan credit exposure and limited liquidity.

Lifecore Biomedical (LFCR) – CFO insider equity transaction

On 07/08/2025, Chief Financial Officer Ryan D. Lake reported the vesting of 75,000 performance-based restricted stock units (RSUs). The units converted into common shares (Form 4, code M), lifting his direct holdings to 392,429 shares.

To satisfy statutory tax withholding, the issuer automatically withheld 32,806 shares at $8.19 per share (code F). After this offset, Lake’s direct ownership stands at 359,623 shares, a net increase of roughly 42 k shares versus the pre-transaction level. He also retains 600,000 unexercised performance-based RSUs that continue to vest through 09/03/2029 once additional share-price milestones are achieved.

The filing reflects routine equity-compensation settlement rather than an open-market purchase or discretionary sale. Nonetheless, the additional shares keep the CFO’s incentives aligned with shareholder value creation.

JPMorgan Chase Financial Company LLC, fully and unconditionally guaranteed by JPMorgan Chase & Co., is offering Market-Linked Securities that combine leveraged equity upside with a fixed 25% downside buffer. The five-year notes, linked to an unequally weighted basket of five major equity indices – EURO STOXX 50® (40%), Nikkei 225 (25%), FTSE 100 (17.5%), Swiss Market Index (10%) and S&P/ASX 200 (7.5%) – will price on 22 Jul 2025 and mature on 25 Jul 2030.

Investors pay $1,000 par per security. At maturity, holders receive:

• Upside: $1,000 + $1,000 × Basket Return × Upside Participation Rate (minimum 153.20%), if the basket appreciates.
• Principal return: $1,000 if the basket declines ≤25% (ending level ≥75.00).
• Buffered downside: $1,000 + $1,000 × (Basket Return + 25%) if the basket declines >25% – exposing investors to losses up to 75% of principal.

The preliminary estimated value is $938.50 (not less than $900 when finalized), highlighting a premium over economic value due to up-front placement fees up to 3.87% (Wells Fargo Securities) and additional dealer concessions up to 0.30%.

Key risks disclosed include full credit risk to JPMorgan Financial and JPMorgan Chase & Co., no periodic interest or dividends, potentially limited secondary liquidity, basket correlation effects, and uncertain U.S. tax treatment.

The securities suit investors seeking equity-linked growth with partial downside protection, willing to accept credit, liquidity and valuation risks in return for >1.5× participation in diversified global equity performance.

JPMorgan Chase Financial Company LLC is issuing two separate Trigger Autocallable Contingent Yield Notes fully guaranteed by JPMorgan Chase & Co. The notes are linked individually to: (i) the common stock of Bank of America Corp. (BAC) and (ii) the Class A common stock of Alphabet Inc. (GOOGL).

Key commercial terms

• Issue price: $10 per note; minimum purchase $1,000.
• Tenor: approximately 3 years, maturing on 14 Jul 2028, unless called earlier.
• Contingent coupon: 9.00% p.a. (fixed $0.225 per quarter) paid only if the closing price of the relevant underlying is ≥ the Coupon Barrier on the quarterly Observation Date.
• Coupon Barrier / Downside Threshold: finalised on trade date; indicative ranges: BAC 63.85-68.85% of initial value, GOOGL 59.35-64.35% of initial value (same level for both barriers).
• Automatic call: possible on any quarterly Observation Date beginning 12 Jan 2026 if the underlying closes ≥ its Initial Value. Investors then receive principal + current coupon; no further payments.
• Principal at maturity: • If the notes were not called and Final Value ≥ Downside Threshold → full principal + last coupon. • If Final Value < Downside Threshold → repayment = $10 × (1 + underlying return), exposing investors to one-for-one downside.
• Estimated value: BAC-linked note ≈ $9.668; GOOGL-linked note ≈ $9.688 per $10, reflecting upfront selling commission of $0.20 and hedging/structuring costs.
• Distributor: UBS Financial Services Inc.; secondary market making is discretionary by JPMS; notes will not be exchange-listed.

Primary risks

• Capital risk: investors can lose all principal if the underlying falls below the Downside Threshold at final valuation.
• Contingent income risk: coupons are forfeited for any quarter the underlying closes below its Coupon Barrier.
• Credit risk: payments rely on the solvency of JPMorgan Chase Financial Company LLC and its parent JPMorgan Chase & Co.
• Liquidity risk: no listing; secondary trading, if any, depends solely on JPMS and may reflect significant bid-ask spreads.
• Valuation risk: internal estimated value (<$9.70) is below offer price; secondary values will be affected by issuer funding spread, hedging costs and market factors.

Investor profile: suited only for investors comfortable with single-stock risk, contingent income, limited upside and potential large downside, who can monitor quarterly barriers and hold to maturity if not called.

Filing type: 424(b)(2) reopening supplement dated July 9, 2025.

JPMorgan Chase Financial Company LLC is offering an additional $10 million (aggregate principal after reopening: $20.29 million) of Auto-Callable Contingent Interest Notes linked to the lesser-performing of the S&P 500® Index (SPX) and the EURO STOXX 50® Index (SX5E). The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Key economic terms

• Principal denomination: $1,000 (CUSIP 48136EP66)
• Maturity: June 30, 2028 (≈3 years)
• Contingent Interest Rate: 9.25% p.a. (2.3125% quarterly) payable only if the closing level of each index on a Review Date is ≥ 80% of its Initial Value (Interest Barrier).
• Interest/Trigger Barrier: 80% of Initial Value (4,938.456 for SPX; 4,260.512 for SX5E).
• Automatic call: If on any Review Date other than the first or final the closing level of each index is ≥ its Initial Value (6,173.07 for SPX; 5,325.64 for SX5E), the notes are redeemed early for par plus accrued contingent interest. First call opportunity: December 29, 2025.
• Principal repayment: If not called and on the final Review Date each index is ≥ its Trigger Value (80% of Initial Value) investors receive par plus any unpaid contingent interest. If either index closes < 80% on the final Review Date, repayment equals par multiplied by the performance of the lesser-performing index, exposing investors to losses >20% and up to 100% of principal.
• Estimated value on the pricing date: $970.70 per $1,000 note, reflecting selling commissions ($20) and structuring/hedging costs.
• Settlement of reopened tranche: on or about July 11, 2025.

Risk highlights

• No principal protection; repayment depends on the lower-performing index.
• Contingent interest is not guaranteed and can be missed for one or more quarters.
• Notes are subject to the credit risk of JPMorgan Chase Financial and JPMorgan Chase & Co.
• Limited appreciation: maximum return is the sum of contingent coupon payments; investors do not participate in index upside.
• Liquidity is limited—no exchange listing and any secondary pricing depends on JPMS’s bid.
• Estimated value is below issue price; secondary market prices will generally be lower than $1,000.

In essence, the instrument offers enhanced income potential (9.25% p.a.) in exchange for index-linked downside risk and call risk. Given the modest size of the reopening relative to JPMorgan’s balance sheet, the transaction is operationally routine for the issuer but carries meaningful product-level risks for retail investors.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing an unsecured, senior structured note – “Callable Contingent Coupon Equity-Linked Securities” – that references the worst-performing of three underlyings: the Nasdaq-100 Index, the Russell 2000 Index and the Utilities Select Sector SPDR Fund (ticker XLU). The notes will be issued at $1,000 par on 23 Jul 2025 and, unless called, mature on 22 Apr 2027.

Coupon mechanics. On each monthly valuation date the note pays a contingent coupon of at least 0.9583% (≈ 11.50% p.a.) only if the worst-performing underlying closes at or above 70% of its initial level (the “coupon barrier”). If the worst underlying closes below that threshold, the investor forgoes that coupon. Coupons are therefore neither fixed nor cumulative.

Issuer call feature. Citigroup may redeem the notes in full on any of 18 scheduled potential redemption dates beginning 20 Oct 2025. If called, holders receive par plus any due coupon, ending further upside from the high yield feature and exposing investors to reinvestment risk.

Principal repayment. At maturity, if the notes have not been called and the worst underlying finishes ≥ 70% of its initial value (the “final barrier”), investors receive par plus the final coupon (if earned). If the worst underlying settles < 70%, principal is repaid on a 1-for-1 basis with the underlying loss; a decline of 30%–100% translates into a loss of 30%–100% of principal, with no floor.

Economic terms & fees. Issue price is $1,000; estimated value on the pricing date is expected to be ≥ $936.50, implying roughly 6.35% in embedded upfront costs (underwriting fee up to $6.50 plus structuring/hedging costs). The notes will not be listed, and Citigroup (through CGMI) may, but is not obligated to, make a secondary market. All payments are subject to the credit risk of both Citigroup Global Markets Holdings Inc. and its parent guarantor, Citigroup Inc.

Key risks highlighted. 1) Contingent and non-cumulative coupon; 2) Worst-of structure amplifies downside; 3) Early call limits income potential; 4) Liquidity likely thin; 5) Estimated value below issue price; 6) Complex U.S. tax treatment and potential 30% withholding for non-U.S. investors; 7) Investors bear Citigroup credit risk.

Target investor. Sophisticated income-oriented investors comfortable with equity index volatility, issuer credit risk and the possibility of losing principal in exchange for double-digit conditional yield.

JPMorgan Chase Financial Company LLC intends to issue Capped Dual Directional Buffered Equity Notes linked to the S&P 500® Index (SPX) that mature on 20 Aug 2026 (≈13-month tenor). The $1,000-denominated notes provide:

• Upside: unleveraged participation in any positive index return, capped at a Maximum Upside Return of at least 11.00% (≥$1,110 per note).
• Moderate downside: for index declines up to the 10% Buffer, investors earn 150% of the absolute decline, producing a maximum 15.00% positive return ($1,150) when the index is down exactly 10% or less.
• Severe downside: beyond the 10% Buffer, principal is reduced one-for-one, exposing holders to losses of up to 90%.

The notes pay no coupons or dividends, are unsecured & unsubordinated, and rely on the credit of both JPMorgan Financial (issuer) and JPMorgan Chase & Co. (guarantor). Expected pricing: 16 Jul 2025; settlement on 21 Jul 2025; CUSIP 48136FQY1. Estimated value today is $987.60 (98.76% of par) and will not be set below $950 at pricing, indicating ~1–5% issuance premium. The notes will not be exchange-listed; secondary liquidity, if any, will be via JPMS at a likely discount that reflects hedging costs and dealer margins.

Key risks: limited upside, substantial downside beyond 10% buffer, credit exposure to JPMorgan entities, potential illiquidity, tax complexity, and valuation that embeds selling commissions and hedging costs. The product suits investors with a defined 13-month horizon who are comfortable exchanging dividend income and full principal protection for capped, asymmetric index participation.

JPMorgan Chase Financial Company LLC is offering $1,000,000 principal amount of Digital Contingent Buffered Notes linked to the S&P 500® Index, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes price at $1,000 per note (minimum denomination $10,000) and settle on or about 11 Jul 2025, maturing 23 Jul 2026.

Pay-off profile. • If the Ending Index Level is ≥ 6,229.98 (Strike) or falls by ≤ 25%, investors receive $1,074.60 per $1,000 note, reflecting a fixed 7.46 % Contingent Digital Return.
• If the Index declines by > 25 %, principal is reduced 1-for-1 with the negative Index Return, exposing investors to losses of more than 25 % and up to 100 %.

Key terms.

• Contingent Buffer Amount: 25 %
• Maximum payment: $1,074.60 per $1,000 note
• Fees/commissions: $5.00 per $1,000 (0.50 %) paid to dealers
• Estimated value: $991.00 (0.9 % below issue price) driven by internal models & funding rate
• CUSIP: 48136FME9

Risk highlights. Investors forego dividends and upside above 7.46 %, face full credit risk of JPMorgan Financial and JPMorgan Chase & Co., and may experience limited liquidity because the notes will not be exchange-listed. Tax treatment is uncertain and could change; the issuer intends to treat the product as an open transaction rather than debt.

Illustrative performance. Historical scenarios show the 7.46 % return is earned in 18 of 27 modeled outcomes, while a 30 % Index decline would cut principal to $700; a 50 % drop would leave $500.

Investor suitability. The notes target investors seeking short-dated exposure to the S&P 500 with moderate downside buffer, willing to cap upside at 7.46 %, accept potential large losses beyond the 25 % threshold, and rely on JPMorgan credit.