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

J.P. Morgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is marketing 6-year Uncapped Dual Directional Accelerated Barrier Notes linked to the S&P 500 Futures Excess Return Index. Key commercial terms are:

• Pricing Date / Maturity: 25 Jul 2025 / 30 Jul 2031
• Minimum Denomination: US$1,000
• Upside Leverage Factor: ≥ 1.72× on positive index performance (exact factor set on pricing date)
• Barrier Amount: 60 % of Initial Value, observed only at maturity
• Payment Profiles:
  • Final Value > Initial Value: Principal + (Principal × Index Return × Upside Leverage)
  • Final ≤ Initial but ≥ Barrier: Principal + (Principal × |Index Return|) — producing a positive “absolute” return on losses up to 40 %
  • Final < Barrier: Principal + (Principal × Index Return) — full downside participation below –40 %
• Effective Cap: 40 % total return in scenarios where the Index Return is negative (because the absolute-return feature tops out at –40 %)
• Estimated Value at Issuance: ≥ US$920 per US$1,000 note (below offer price, reflecting dealer margin and hedging costs)
• CUSIP: 48136FNH1; free-writing prospectus filed under Rule 433

The notes pay no periodic coupons and are subject to the credit risk of both the issuer and its parent guarantor. Secondary-market liquidity is expected to be limited; J.P. Morgan Securities LLC may provide bid prices but is not obligated to do so. Investors have no ownership rights in E-Mini S&P 500 futures contracts or underlying S&P 500 equities.

Material risk factors highlighted include potential loss of principal below the 60 % barrier, limited upside in negative index scenarios, negative roll yield inherent in futures-based indices, conflicts of interest arising from JPMorgan’s hedging and calculation-agent roles, and uncertain U.S. tax treatment.

Key offering overview: JPMorgan Chase Financial Company LLC is marketing unsecured, unsubordinated Market-Linked Securities that mature on 25 July 2030. The notes are fully and unconditionally guaranteed by JPMorgan Chase & Co. and will not be listed on any exchange.

Underlying exposure: Performance is tied to an unequally-weighted basket of five large equity indices – EURO STOXX 50 (40%), Nikkei 225 (25%), FTSE 100 (17.5%), Swiss Market Index (10%) and S&P/ASX 200 (7.5%). The basket starting level is 100 and the threshold level is 75.

Payout mechanics:


• If the basket rises, investors receive the $1,000 principal plus at least 153.20 % of the basket gain (exact rate set on pricing date).
• If the basket is flat or falls ≤ 25 %, principal is repaid in full.
• If the basket falls > 25 %, repayment is reduced on a 1-to-1 basis beyond the buffer, exposing holders to losses of up to 75 % of principal.

Economic terms: Issue price is $1,000; estimated value is ≈ $938.50 (not less than $900) because selling commissions (up to $38.70), projected hedging profits and other costs are embedded in the price. Wells Fargo Securities acts as agent and will receive up to 3.87 % in selling commissions, of which $30 per note may be re-allowed to dealers and $1.20 may be paid to Wells Fargo Advisors as a distribution expense fee. J.P. Morgan Securities may pay an additional marketing fee of up to $3 per note to selected dealers.

Risk highlights:


• Credit risk of both JPMorgan Financial (issuer) and JPMorgan Chase & Co. (guarantor).
• No interest or dividends; return entirely depends on basket performance at maturity.
• Liquidity: notes are not exchange-listed; secondary market, if any, will be made on a best-efforts basis by JPMS/WFS and is expected to reflect bid–ask spreads and internal funding rates.
• Valuation gap: original issue price exceeds estimated value; investors face an immediate economic drag of roughly 6 % before performance is considered.
• Complexity: payout depends on correlation among international indices, tax treatment is uncertain, and conflicts of interest arise from the issuer’s hedging and calculation-agent roles.

Key dates: Pricing Date – 22 July 2025; Issue Date – 25 July 2025; Calculation Day – 22 July 2030; Stated Maturity – 25 July 2030.

Investor profile: The notes target investors who: 1) expect moderate to strong appreciation in the international basket over five years, 2) can tolerate loss of up to 75 % of principal, 3) do not need current income or liquidity, and 4) are comfortable with JPMorgan credit exposure.

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering 5-year Uncapped Dual Directional Accelerated Barrier Notes linked to the S&P 500 Futures Excess Return Index (CUSIP 48136FNJ7).

• Key dates: Pricing 25-Jul-2025, Observation 25-Jul-2030, Maturity 30-Jul-2030.
• Denomination: $1,000 minimum.
• Upside Leverage Factor: not less than 1.655; no stated cap when the Index appreciates.
• Barrier: 60 % of the Initial Value (40 % downside).
• Payment at Maturity:
  • Index ↑ > Initial → $1,000 + (Index Return × Leverage).
  • Index between 0 % and −40 % → $1,000 + absolute Index Return (capped at 40 %).
  • Index ↓ < −40 % → full downside exposure; potential total loss.
• Maximum gain when Index is negative: $1,400 per $1,000 note (40 %).
• Estimated value at pricing: ≥$950 per $1,000 (≈95 % of issue price).

The notes pay no periodic interest, are subject to the credit risk of both issuing entities, and may be illiquid—J.P. Morgan Securities LLC is not obliged to make a secondary market. Additional risks include potential conflicts of interest in pricing/hedging, negative roll yields inherent in futures-based indices, tax uncertainty, and loss of the barrier benefit after the single observation date.

Bank of Montreal (BMO) is offering Senior Medium-Term Notes, Series K – “Digital Return Buffer Notes” – linked to the NASDAQ-100 Index® (NDX) and scheduled to mature on July 23 2027. The notes provide a fixed 14.15% digital return provided that the Final Level of the NDX on the July 20 2027 valuation date is at least 80% of its level on the July 18 2025 pricing date (the “Digital Barrier Level”). Investors therefore receive $1,141.50 per $1,000 note if the index remains above the 80% barrier, even if the index posts a modest loss of up to 20% over the two-year term.

Downside protection is partial and limited. If the NDX falls more than 20% from the Initial Level, principal is reduced on a 1-for-1 basis beyond the 20% “Buffer.” In a worst-case 100% index decline, investors would receive only 20% of principal, losing up to 80% of their original investment. Upside is capped at the 14.15% digital return; any appreciation of the NDX above the barrier does not increase the payout.

Key economic terms

• Digital Return: 14.15%.
• Digital Barrier / Buffer Level: 80% of Initial Level.
• Percentage Change: (Final Level − Initial Level) ÷ Initial Level.
• Denomination: $1,000; CUSIP 06376ES78.
• Price to Public: 100%; Agent commission up to 0.90%; proceeds ≥99.10%.
• Estimated initial value: $980.80 (may be as low as $930 at pricing), below the issue price due to hedging and distribution costs.
• No periodic coupons; no listing; BMOCM is calculation and selling agent.

Principal risks highlighted

• Credit risk: payments depend on BMO’s ability to pay.
• Market risk: up to 80% principal loss if the NDX declines more than 20%.
• Liquidity risk: no exchange listing; secondary market, if any, solely through BMOCM.
• Valuation risk: initial estimated value is below issue price; secondary prices will include bid-ask spreads and may be materially lower.
• Tax uncertainty: expected treatment as a pre-paid derivative contract; IRS could challenge.
• Limited upside: maximum return fixed at 14.15%, lower than potential direct equity exposure.

Illustrative payouts (per $1,000): index ≥80% of initial → $1,141.50; index 60% → $800; index 40% → $600; index 0% → $200.

Distribution and conflicts: BMOCM will receive selling commissions (up to 0.90%) and may engage in hedging that could influence secondary pricing. For ~3 months after issuance, BMO expects to show an indicative value above its internal estimate, gradually declining to reflect hedging profits and commissions.

These notes may appeal to investors willing to accept BMO credit risk, illiquidity and a potential 80% loss in exchange for a conditional 14.15% return with a 20% downside buffer over roughly two years.

Trimble Inc. (TRMB) – Form 144 filing discloses a proposed insider sale of 3,156 common shares through Fidelity Brokerage Services on 10 July 2025. Based on the filing’s stated aggregate market value of $252,480 (≈ $80 per share) and total shares outstanding of 238,586,919, the planned sale represents roughly 0.001 % of outstanding equity. The shares were acquired between February 2024 and December 2024 via restricted-stock vesting events and an Employee Stock Purchase Plan purchase. No other sales by the filer occurred in the prior three months, and no material adverse information is acknowledged in the certification paragraph. Because the volume is immaterial relative to Trimble’s float, the notice is unlikely to affect trading dynamics or valuation.

Trimble Inc. (TRMB) – Form 144 filing discloses a proposed insider sale of 3,156 common shares through Fidelity Brokerage Services on 10 July 2025. Based on the filing’s stated aggregate market value of $252,480 (≈ $80 per share) and total shares outstanding of 238,586,919, the planned sale represents roughly 0.001 % of outstanding equity. The shares were acquired between February 2024 and December 2024 via restricted-stock vesting events and an Employee Stock Purchase Plan purchase. No other sales by the filer occurred in the prior three months, and no material adverse information is acknowledged in the certification paragraph. Because the volume is immaterial relative to Trimble’s float, the notice is unlikely to affect trading dynamics or valuation.

JPMorgan Chase Financial Company LLC is marketing Buffered Digital Notes that mature on 15 Oct 2026 and are fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are unsecured, unsubordinated obligations with a minimum denomination of $1,000.

Underlying exposure is to the Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and S&P 500 Index (SPX). Payout is determined by the least-performing index (no basket averaging).

• Contingent Digital Return: at least 15.70 % (final rate set on pricing date).
• Buffer: first 10 % of any decline is protected.
• Upside / downside profile: If every index closes on the observation date at or above 90 % of its initial level, investors receive principal plus the fixed digital return (max payout ≈ $1,157 per $1,000). If any index falls more than 10 %, principal loss is 1 % for each 1 % decline beyond the buffer, up to 90 % loss.
• Estimated value today: ≈ $986.90 (98.69 % of par); final estimate will not be below $950.
• Key dates: Pricing on or about 11 Jul 2025; settlement 16 Jul 2025; single observation 12 Oct 2026.

Risk highlights include potential loss of up to 90 % of principal, capped upside, credit risk of both JPMorgan Financial and JPMorgan Chase & Co., lack of secondary market liquidity (notes will not be exchange-listed), and valuation/fee considerations causing the estimated value to be below issue price.

Tax: Counsel expects the notes to be treated as open transactions (not debt instruments) for U.S. federal income-tax purposes, but the IRS could disagree; investors should consult tax advisers.

JPMorgan Chase Financial Company LLC is offering Auto Callable Contingent Interest Notes linked to the MerQube US Tech+ Vol Advantage Index with a scheduled maturity of 18 July 2030 and full, unconditional guarantee by JPMorgan Chase & Co.

Key economic terms

• Minimum investment: $1,000 (and integral multiples).
• Contingent Interest Rate: ≥13.85 % p.a., paid monthly (≈1.15417 % per month) if, on the relevant Review Date, the Index closes at or above the Interest Barrier (75 % of the Initial Value).
• Automatic call: From the 12^th Review Date (15 Jul 2026) onward, the notes are called if the Index closes at or above the Initial Value, paying $1,000 principal plus the monthly coupon; no further payments thereafter.
• Downside protection: 15 % buffer. If the Final Value is ≥85 % of Initial Value, full principal is returned (plus any final coupon). Below 85 %, investors lose 1 % of principal for every 1 % decline beyond the buffer, up to an 85 % loss.
• Estimated value on pricing date: ≈$907.30 per $1,000 note (will not be set below $900.00).
• The Index deducts 6 % p.a. daily and applies a daily notional financing cost; these drag on performance and magnify leverage-driven drawdowns.
• Settlement: expected 18 Jul 2025; CUSIP 48136FQT2.

Index highlights

• Rules-based exposure to Invesco QQQ TrustSM (QQQ Fund) with weekly rebalancing toward a 35 % volatility target; exposure can vary 0–500 % (leveraged).
• Daily 6 % deduction and financing cost (SOFR + 0.50 %) reduce returns versus a non-deducted index.
• Launched 22 Jun 2021; JP Morgan affiliates own 10 % of Index Sponsor MerQube and helped design methodology, creating potential conflicts.

Investor considerations

• Attractive headline coupon and 15 % buffer may suit income-oriented investors with a moderately bullish view on large-cap U.S. tech.
• Principal is not protected; a prolonged or sharp drawdown in the Index could result in substantial loss (up to 85 %).
• No fixed interest, no participation in Index gains beyond coupon; early call risk limits upside and reinvestment options.
• Notes are unlisted, illiquid; resale depends on bid from JPMS, likely at a discount that reflects hedging and funding costs.
• Credit exposure to JPMorgan Financial and JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC is marketing Trigger Autocallable Contingent Yield Notes linked to the common stock of Huntsman Corporation (HUN) and maturing on or about 14 July 2026. The unsecured notes, fully and unconditionally guaranteed by JPMorgan Chase & Co., combine a high coupon opportunity with significant equity-linked downside risk.

• Contingent Coupon: investors receive a fixed quarterly coupon only if HUN’s closing price on the relevant observation date is at or above the Coupon Barrier (50 % of the initial value). The rate will be set on the 10 July 2025 trade date, but will not be less than 17 % per annum (≈4.25 % per quarter).
• Automatic call: if HUN closes at or above the Initial Value on any quarterly observation date, the notes are redeemed early for par plus that quarter’s coupon; the shortest possible holding period is roughly three months.
• Principal at maturity: • Par returned if the notes have not been called and HUN’s final price is ≥ the Downside Threshold (same level as the Coupon Barrier). • If the final price is below the threshold, repayment is $10 × (1 + Underlying Return), exposing holders to a one-for-one loss in line with HUN’s decline below 50 % of the initial level (maximum loss 100 %).
• Key economics: Issue price $10; minimum investment $1,000. Estimated value if priced today ≈$9.554, not less than $9.20 when finalized, reflecting embedded fees/hedging costs and an internal funding rate. Selling commission to UBS up to $0.15 per note.
• Timeline: Initial value set 9 July 2025; trade 10 July 2025; settlement 15 July 2025; quarterly observation dates 9 Oct 2025, 9 Jan 2026, 9 Apr 2026, 9 Jul 2026.
• Risks highlighted: equity downside below 50 % barrier, credit risk of JPMorgan Financial/JPMorgan Chase & Co., non-guaranteed coupons, lack of exchange listing/liquidity, and uncertain tax treatment (intended treatment as prepaid forward with ordinary-income coupons).

These notes may appeal to investors seeking elevated income and willing to assume both single-stock volatility and credit risk, but they are significantly riskier than conventional debt and can result in substantial principal loss if HUN weakens sharply.