MicroSectors™ Energy 3X Leveraged ETN SEC Filings

JPMorgan Chase Financial Company LLC is issuing $8.32 million of Step Down Trigger Autocallable Notes (the “Notes”) linked to the Nasdaq-100, Russell 2000 and S&P 500 indices. The Notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Key structural terms

• Trade / Issue / Maturity: 26 Jun 2025 / 30 Jun 2025 / 28 Jun 2028 (3-year tenor).
• Non-call period: 1 year; quarterly observation dates thereafter. If all three indices close at or above their Initial Value on any observation date, or at/above the Downside Threshold (65% of Initial Value) on the Final Valuation Date, the Notes are automatically called.
• Call Return: 9.00% per annum, accruing the longer the Notes remain outstanding. Investors do not participate in index upside beyond this fixed Call Return.
• Downside protection: Contingent only; if any index closes below its 65% Downside Threshold on the Final Valuation Date and the Notes have not been called, principal is repaid at a rate proportionate to the worst-performing index, exposing investors to up to 100% loss.
• Issue price / Estimated value: $10.00 vs. estimated fair value of $9.633, implying an initial value discount of roughly 3.7% (before secondary-market liquidity considerations).
• Fees: Selling commissions of $0.15 per $10 note (1.5%); proceeds to issuer $9.85 per note.
• Minimum investment: $1,000 (denomination $10).

Risk highlights

• No periodic interest payments and no index upside participation.
• Full principal at risk below the 65% threshold; adverse move in only one index triggers loss.
• Credit exposure to JPMorgan Chase Financial and JPMorgan Chase & Co.; Notes are not FDIC-insured.
• Limited or no secondary market; valuation may be volatile and dependent on dealer quotes.

Investor profile: Suitable only for investors who (1) understand structured-product risk, (2) can tolerate loss of principal, (3) are comfortable with exposure to three equity indices, and (4) are willing to forego dividends and conventional bond coupons in exchange for a capped, contingent return.

Jefferies Financial Group Inc. (JEF) is offering $669,000 of Senior Leveraged Barrier Notes due June 28, 2030 linked to the worst-performing of the S&P 500 Index (SPX) and the Dow Jones Industrial Average (INDU). The notes are issued under the Series A Global Medium-Term Notes program and are senior unsecured, ranking pari passu with JEF’s other senior debt. Investors receive no periodic coupons; return is determined solely at maturity based on index performance.

• Upside participation: If the worst-performing index closes above its initial level on the June 26, 2030 valuation date, holders receive principal plus 120 % of the positive return.
• Downside buffer: Principal is protected so long as the worst-performing index does not fall below 60 % of its initial value (threshold levels: SPX 3,684.61; INDU 26,032.10). If breached, investors lose 1 % of principal for every 1 % decline; loss of up to 100 % is possible.
• Issue economics: Issue price is $1,000 per note; estimated value on the pricing date is $943.70, reflecting structuring and hedging costs plus a 3.75 % underwriting fee. Net proceeds to Jefferies after fees total $643,912.50.
• Key dates: Pricing – June 26 2025; Settlement – June 30 2025; Maturity – June 28 2030.
• Distribution & conflicts: Jefferies LLC (a FINRA member and JEF subsidiary) is the selling agent, triggering FINRA Rule 5121 conflict-of-interest procedures.
• Credit considerations: Payments depend on Jefferies Financial Group’s ability to pay; the notes are not secured and carry no claim on the underlying indices.

Recent developments (preliminary fiscal Q2 2025):

• Investment Banking net revenue: $766 million
• Capital Markets net revenue: $704 million
• Asset Management net revenue: $155 million
• Income before taxes: $135 million; Net income: $88 million (32.3 % tax rate)
• Six-month net income: $216 million (20.2 % tax rate)

These figures are management’s preliminary estimates and have not been reviewed by the company’s auditor.

Form 144 Filing for Pinterest, Inc. (PINS) discloses a proposed insider sale by Benjamin Silbermann. The notice covers 102,083 Class A common shares, with an aggregate market value of $3,554,110. The seller intends to execute the transaction through Charles Schwab & Co. on or about 18 June 2025 on the NYSE. The amount equals roughly 0.02 % of the company’s 594,233,850 outstanding shares.

The filing also lists nine prior sales by the same insider during the past three months, totaling 1,129,187 shares and gross proceeds of approximately $36.99 million. The largest single block was 408,332 shares sold on 14 May 2025 for $13.54 million. All shares were originally acquired on 18 April 2019 as “Founders Shares” and are classified as a gift transfer for reporting purposes.

Rule 144 requires insiders to certify that they possess no undisclosed material adverse information at the time of filing. While the sale is relatively small versus total float, the cumulative volume of recent dispositions may draw investor attention to insider sentiment and potential stock-supply pressure.

Bank of Montreal (Series K) plans to issue Equity Index-Linked Market-Linked Securities tied to the Nasdaq-100 Index (NDX), maturing August 4, 2027. Each $1,000 note offers:

• 200% upside participation on any NDX appreciation, capped at a minimum 21.70% total return (≥ $1,217 per note; final cap set on the July 30, 2025 pricing date).
• 10% downside buffer: if the Index falls ≤ 10%, investors receive full principal; beyond that, losses match the NDX decline on a 1-for-1 basis, up to a maximum 90% principal loss.
• No periodic coupons, no dividend pass-through, and no early redemption.
• Credit exposure to Bank of Montreal (BMO); the notes are not FDIC-insured or bail-inable.
• Estimated initial value: $966.30 (not less than $920) versus the $1,000 offering price, reflecting fees, hedging and dealer margins.
• Distribution: Wells Fargo Securities acts as principal agent, earning up to $25.75 per note (2.575%); additional concessions of ≤ $1.00 may be paid to other dealers.
• Calculation Day: July 30, 2027; BMO Capital Markets serves as calculation agent.

Investment profile: Suitable only for investors comfortable with equity risk, capped upside, lack of liquidity (no exchange listing) and BMO credit risk. The structure targets moderately bullish views on the Nasdaq-100 with limited protection against a shallow decline.

Bank of Montreal (BMO) is offering $2.11 million of Senior Medium-Term Notes, Series K, Market Linked Securities—Auto-Callable with Contingent Coupon and Memory Feature—linked to the worst performer among D.R. Horton (DHI), PulteGroup (PHM) and Toll Brothers (TOL). The $1,000-denominated securities price on 26 June 2025, are issued 1 July 2025 and mature 29 June 2028, unless automatically called earlier.

Key structural terms

• Contingent coupon: 14.70% p.a. (≈ 1.225% monthly) payable only when the worst-performing underlier closes ≥ 70% of its start value on the relevant monthly observation date. A “memory” feature pays any skipped coupons once eligibility is regained.
• Automatic call: From Sept-2025 through May-2028, if the worst underlier closes ≥ its start value, investors receive $1,000 plus the final (and any unpaid) coupons; the note terminates.
• Principal at risk: If not called, principal is protected only when the worst underlier on 26 June 2028 closes ≥ 70% of its start. Below that level, repayment equals $1,000 × the underlier performance, exposing investors to >30% and up to 100% loss.
• Reference levels: DHI $127.15, PHM $104.44, TOL $113.83; 70% thresholds are $89.005, $73.108 and $79.681, respectively.
• Estimated initial value: $965.60 (96.56% of face), reflecting fees and hedging costs.
• Distribution: Wells Fargo Securities acts as agent (principal capacity) earning ~$23.25 per note; certain dealers may receive up to $3.00 per note from BMO Capital Markets.

Investor considerations

• No upside participation in any stock appreciation and no dividends.
• Credit exposure to BMO; unrated for deposit insurance/bail-in exemptions.
• No exchange listing; liquidity limited to dealer‐driven secondary market.

In essence, investors are trading equity downside risk in U.S. homebuilder shares for the opportunity to earn a high contingent coupon and potential early redemption. The structure is best suited to those with a moderately bullish-to-sideways view on the basket and confidence that none of the underliers will breach the 30% buffer over the three-year term.

Bank of Montreal is offering senior unsecured market-linked notes that combine an auto-call feature, 200% leveraged upside, and contingent downside protection tied to the lowest performing of Amazon.com (AMZN) and Meta Platforms (META). The $1,000-face-value securities price on 1 July 2025 and can be automatically called after one year if the worst-performing Underlier closes ≥ 90% of its starting value. If called, investors receive the face amount plus a 23.80% fixed premium, capping return at 23.8% and terminating further participation.

If not called, the maturity payment on 29 June 2028 depends on final Underlier performance:

• Upside: 200% participation in positive return of the lowest performer.
• Protection: Return of principal if the worst Underlier declines ≤ 40%.
• Downside: Full exposure to losses beyond a 40% drop, up to complete loss of principal.

The notes carry no periodic interest or dividends, are not listed, and expose buyers to Bank of Montreal credit risk. The estimated initial value is $962.22, implying a 3.78% issuer/agent discount plus structured-note pricing factors. Wells Fargo Securities acts as agent, receiving $25.75 per note, with selected dealers eligible for up to an additional $3.00.

Bank of Montreal (BMO) is offering $9.009 million of Senior Medium-Term Notes, Series K – market-linked, auto-callable securities due June 29, 2028. The notes are linked to the lowest performing of three mega-cap technology stocks: Amazon.com (AMZN), Alphabet Class A (GOOGL) and NVIDIA (NVDA).

Key structural terms:

• Face amount: $1,000 per note; initial estimated value $975.96.
• Contingent coupon: 20.10% p.a., paid quarterly only if the lowest performing underlier closes ≥ 70% of its starting value on the relevant calculation day. Memory feature allows catch-up of skipped coupons.
• Automatic call: Occurs on any quarterly observation from Dec 2025–Mar 2028 if the lowest performer closes ≥ 100% of its starting value. Investors then receive face value plus final and any unpaid coupons.
• Principal protection: contingent. If not called, full face value is repaid at maturity only when the lowest performer is ≥ 70% of its starting value. Otherwise, principal is reduced 1-for-1 with the underlier’s decline, exposing investors to losses greater than 30% and up to 100%.
• Credit & liquidity: Unsecured, unsubordinated obligations of BMO; no FDIC/CDIC insurance; no exchange listing; designed for buy-and-hold investors.
• Distribution: Wells Fargo Securities acts as agent (2.325% selling concession); selected dealers may receive up to $3 per note from affiliate BMO Capital Markets.

Investment profile: The notes target income-seeking investors willing to accept single-stock concentration risk, equity downside exposure below a 30% buffer, and issuer credit risk in exchange for a double-digit conditional coupon and potential early redemption.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Contingent Coupon Equity-Linked Securities linked to the worst performer among three ETFs: the Energy Select Sector SPDR Fund (XLE), the SPDR S&P Regional Banking ETF (KRE) and the VanEck Gold Miners ETF (GDX). The $1,000-denominated senior notes (Series N) are scheduled to mature on July 9 2030, unless called earlier.

Coupon mechanics: On each quarterly valuation date, investors receive a contingent coupon of at least 2.675 % of principal (≥10.70 % p.a.) only if the worst-performing underlying closes at or above its Coupon Barrier (70 % of initial value). Missed coupons are not made up.

Autocall feature: Starting July 6 2026 and on 15 subsequent dates, the notes are automatically redeemed at $1,000 plus the current coupon if the worst performer is at or above its initial value. Early redemption caps total return.

Principal repayment: If not called, holders receive at maturity either (i) $1,000 if the worst performer is ≥ its Final Barrier (60 % of initial), or (ii) $1,000 × (1 + underlying return) of the worst performer if it breaches the Final Barrier—creating downside exposure that can reduce repayment to zero.

Pricing & fees: Issue price is $1,000; CGMI’s underwriting fee is up to $41.25 (4.125 %). Citigroup estimates the initial value of each note at ≈$856.50, reflecting dealer margins and funding costs. The securities will not be exchange-listed.

• Issuer: Citigroup Global Markets Holdings Inc.; CUSIP 17333LFQ3.
• Credit: Full and unconditional guarantee by Citigroup Inc.; all payments subject to issuer/guarantor credit risk.
• Liquidity: No exchange listing; secondary trading, if any, will be limited and at discretionary prices.

Key risks: Coupon is contingent; investors face principal loss below the 60 % barrier, early call limits upside, note value likely to decline after issuance, and exposure is to the worst-performing ETF of the basket.

Form 144 filed with the U.S. SEC discloses that the John Peter Sauerland Revocable Trust intends to sell up to 10,000 common shares of The Progressive Corporation (PGR) through Fidelity Brokerage Services on or after 30 June 2025. The filing lists an aggregate market value of $2.64 million, implying a reference price of roughly $263.79 per share. According to the issuer data, Progressive has 586,223,643 shares outstanding, so the contemplated sale represents only about 0.0017 % of total shares.

The shares were originally obtained via restricted-stock vesting compensation on three dates between 2019 and 2020. The same trust sold 20,000 shares in the preceding three months—10,000 on 28 Apr 2025 and another 10,000 on 28 May 2025—generating a combined $5.44 million in gross proceeds. The proposed transaction will be executed on the NYSE.

• The filing contains no adverse operational information and expressly states the seller is unaware of undisclosed material information about Progressive.
• The notice fulfils SEC Rule 144 requirements for affiliates or insiders wishing to resell restricted or control securities.

While insider sales can raise questions about sentiment, the modest size relative to Progressive’s market capitalization suggests limited direct market impact.