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

GS Finance Corp., a wholly owned subsidiary of The Goldman Sachs Group, Inc., is offering $1.496 million of principal-protected, equity-linked Market Linked Notes – Upside Participation to a Cap (Series F) that mature on 7 July 2028. The notes are tied to the lowest performing of three mega-cap technology stocks—Amazon.com (AMZN), Microsoft (MSFT) and NVIDIA (NVDA). Key commercial terms are:

• Face amount: $1,000 per note, issued at par.
• Upside participation: 100% of any positive return in the worst-performing stock, capped at 38.80% (maximum redemption = $1,388).
• Principal protection: Full return of face amount at maturity even if the reference stock declines, subject only to issuer and guarantor credit risk.
• Starting prices (1 Jul 25): AMZN $220.46, MSFT $492.05, NVDA $153.30.
• Calculation day: 3 Jul 28; maturity payment is based solely on the closing price of the lowest performer on that day.
• No coupons or dividends: investors forgo periodic income and any distributions on the stocks.
• Estimated value: $944 per $1,000, about 5.6% below issue price; difference reflects underwriting fee (3.325%), selling concessions and structuring costs.
• Distribution: Goldman Sachs & Co. LLC is lead underwriter; Wells Fargo Securities acts as selling agent. Total underwriting discount = $49,742.
• Tax: Treated as contingent payment debt instruments (CPDI); holders accrue OID based on a comparable yield of 4.40% p.a., compounding semi-annually.

Investment profile: the product seeks to attract investors who (1) want equity upside with capital preservation, (2) are comfortable with a four-year lock-up, (3) accept a hard cap on returns, (4) can evaluate issuer/guarantor credit and complex tax treatment, and (5) understand that performance depends only on the worst-performing share.

Principal risks cited include credit exposure to GS Finance Corp. and its parent, secondary-market illiquidity, valuation below issue price, correlation risk among the three stocks, limited upside because of the cap, zero interim cash flow, and the need to hold to maturity to realize principal protection. The pricing supplement emphasises that the estimated value will decline to the model value once the initial selling concession amortises by 30 Sep 25, and GS&Co. is not obliged to make a market.

National Fuel Gas Co. (NFG) – Form 4 filing dated 07/03/2025

Director Thomas E. Skains reported two transactions involving the company’s deferred stock units (DSUs), each unit being economically equivalent to one share of NFG common stock and payable after board service ends:

• 04/15/2025 – Code J: 103 DSUs acquired through the dividend-reinvestment feature of the company’s Deferred Compensation Plan at an indicated reference price of $78.02.
• 07/01/2025 – Code A: 518 DSUs received as part of the regular quarterly grant under the 2009 Non-Employee Director Equity Compensation Plan, deferred under the same plan, at an indicated reference price of $84.62.

Following these transactions, Mr. Skains now beneficially owns 16,762 DSUs (direct ownership). No common shares or other derivative securities were sold, and no indirect ownership was reported.

The transactions were executed under company compensation arrangements rather than open-market purchases, yet they nonetheless increase insider alignment by adding 621 additional share-equivalent units (approximately 3.9% of the director’s total reported holdings).

National Fuel Gas Co. (NFG) – Insider Form 4 Filing

Director Jeffrey W. Shaw reported the automatic acquisition of 518 shares of NFG common stock on 07/01/2025 under the company’s 2009 Non-Employee Director Equity Compensation Plan. The shares were booked at a reference price of $84.62, implying an award value of roughly $43,800. Following the grant, Shaw’s direct holdings rose to 34,753 shares; he also maintains 100 shares indirectly through a trust.

• Transaction code “A” confirms the shares were acquired, not disposed of.
• No derivative securities were involved and no sales were reported.
• The filing was signed on 07/03/2025 by an attorney-in-fact.

Because the shares were obtained via a routine quarterly equity grant rather than an open-market purchase, the signal is modest; however, the additional ownership marginally tightens management-shareholder alignment without indicating any immediate liquidity concerns.

On 06/30/2025, Monarch Casino & Resort Inc. (MCRI) director Yvette Landau filed a Form 4 reporting an equity award rather than any open-market trade. The filing shows:

• Grant of 6,100 stock options ("Options / Right to Buy") with an exercise price of $86.44 and expiration on 06/30/2035.
• No common-stock purchases or sales were reported; Table I simply restates 24,400 shares held directly.
• Following the grant, Landau beneficially owns the same 24,400 shares plus 61,000 previously issued options with strike prices ranging from $21.85 to $86.44.

The disclosure represents a routine insider option grant and does not indicate any change in control or disposition of Monarch Casino shares.

Sight Sciences, Inc. (SGHT) filed a Form 144, providing notice of a proposed sale of restricted securities by an affiliate. The filing covers the planned disposition of 9,160 common shares, valued at approximately $38,235.67 based on prevailing market prices. The shares, which vested as restricted-stock compensation on 06/30/2025, are slated to be sold through Fidelity Brokerage Services on or about 07/03/2025 on NASDAQ.

With 51.7 million shares outstanding, the contemplated sale represents less than 0.02 % of total shares and therefore is unlikely to have a material impact on the float or trading dynamics. The filer reported no other insider sales in the past three months. While Form 144 sales signal insider liquidity activity, the modest size and compensation-related origin suggest routine portfolio management rather than a directional view on the company’s fundamentals.

Zeta Global Holdings Corp. (ZETA) – Form 4 insider transaction

On July 1, 2025, director William Landman reported two acquisitions of the company’s Class A common stock, both structured as equity compensation grants rather than open-market purchases.

• Restricted-stock award: 9,907 shares granted at a deemed price of $0.00. The award vests in four equal installments on 7/1/2026, 10/1/2026, 1/1/2027 and 4/1/2027.
• Quarterly director retainer: 1,614 restricted shares valued at $15.49 per share, issued under the 2021 Incentive Award Plan. Vesting: 25 % one year after grant; remaining 75 % in four equal quarterly installments beginning on the first anniversary.

Following these grants, direct beneficial ownership increases to 271,693 shares. In addition, Mr. Landman indirectly owns 607,165 shares through his spouse, bringing his total reported beneficial stake to roughly 878,858 shares.

The filing does not disclose any derivative security activity, sales, or open-market purchases. Given the modest size of the awards relative to ZETA’s ~207 million outstanding shares (per last 10-Q), dilution is immaterial. The grants mainly reflect routine director compensation and ongoing equity alignment rather than a signal of insider conviction.

JPMorgan Chase Financial Company LLC is offering $951,000 of Capped Accelerated Barrier Notes maturing on July 5, 2030. The notes are unsecured obligations, fully and unconditionally guaranteed by JPMorgan Chase & Co., and are linked to the least-performing of three major U.S. equity indices: the Dow Jones Industrial Average (INDU), Russell 2000 (RTY) and Nasdaq-100 (NDX).

Key economic terms

• Upside participation: 4.0× any positive return of the worst index, capped at 88.25% (max payment = $1,882.50 per $1,000).
• Barrier protection: 70% of initial level for each index (30% buffer). If any index closes below its barrier on the July 1, 2030 observation date, principal is reduced 1-for-1 with the worst index.
• Pricing date: July 1 2025; settlement: on/about July 7 2025; maturity: July 5 2030.
• Issue price: $1,000; selling commission: $11.25 (1.125%); net proceeds: $988.75.
• Estimated value: $970.40 (reflects internal funding rate and hedging costs, ~2.96% below issue price).
• Minimum denomination: $1,000; CUSIP 48136FCJ9; no exchange listing.

Payoff profile

• Upside scenario: If all three indices finish above their initial values, investors receive 4× the least-performing index return, up to 88.25%.
• Par scenario: If any index is ≤ initial but all three are ≥ barrier, principal is returned.
• Downside scenario: If any index is below its barrier, redemption value = $1,000 + ($1,000 × worst-index return); losses exceed 30% and may reach 100%.

Principal risks include full downside exposure below the 70% barrier, credit risk of both JPMorgan entities, limited upside, lack of secondary-market liquidity, and an issue price above estimated value. The notes pay no coupons and provide no dividend exposure.

JPMorgan Chase Financial Company LLC is offering Auto-Callable Contingent Interest Notes (CUSIP 48136FJX1) linked separately to the Class A shares of Palantir Technologies (PLTR) and Coinbase Global (COIN). The unsecured notes, fully and unconditionally guaranteed by JPMorgan Chase & Co., are expected to price on or about 11 July 2025, settle on 16 July 2025 and mature on 15 July 2027 unless automatically called earlier.

Economic terms

• Contingent Interest Rate: at least 26.50% p.a. (≈2.20833% per month). A payment is made only if, on the relevant monthly Review Date, the closing price of each reference stock is ≥ 50% of its Initial Value (the Interest Barrier).
• Automatic Call: beginning 12 January 2026 (the 6th Review Date) the notes are called if, on any Review Date other than the first five or the final one, the price of each stock is ≥ its Initial Value. Investors then receive $1,000 principal plus the applicable interest and no further coupons.
• Principal Protection: none. If the notes are not called and the Final Value of either stock is < 50% of its Initial Value (the Trigger Value), repayment of principal is reduced 1-for-1 with the worst-performing stock. A decline of 60% in the lesser performer, for example, results in a $400 payoff per $1,000 note.
• Estimated value at pricing: approximately $952.60 (not less than $920) per $1,000 note, reflecting selling commissions (≤ $30) and hedging costs embedded in the $1,000 public offering price.
• Denomination: $1,000 and integral multiples.

Key risks highlighted by the issuer

• Investors may suffer a total loss of principal if either stock falls >50% and is not subsequently recovered at maturity.
• No fixed coupons; interest depends on both stocks staying above the 50% barrier on each monthly date.
• Early call risk; the high coupon may cease after as little as six months, forcing reinvestment at uncertain rates.
• Credit risk of JPMorgan Financial and JPMorgan Chase & Co.; the notes are senior unsecured obligations.
• Liquidity risk; the notes will not be listed and any secondary trading will be on a dealer basis, typically below par.
• Estimated value below issue price and subject to an internal funding rate that differs from market rates.

Illustrative performance shows: (1) automatic call after 6 months yields a 13.25% total return; (2) hold to maturity with both stocks ≥50% returns 6.625%; (3) a 60% drop in the lesser performer results in a –60% total return.

Although Coinbase’s business model is crypto-oriented, the notes provide no direct exposure to cryptocurrency prices. Dividends on the reference stocks are not passed through to investors. U.S. tax treatment is expected to follow prepaid forward contract rules with contingent coupons taxed as ordinary income; withholding may apply to non-U.S. holders.

Overall, the product targets investors seeking high conditional income and willing to accept equity downside risk, early redemption and limited upside.

JPMorgan Chase Financial Company LLC is marketing Uncapped Accelerated Barrier Notes that mature on July 20, 2028 and are linked individually to the share performance of NVIDIA (NVDA), Microsoft (MSFT) and Meta Platforms (META). The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Minimum denomination is $1,000 and the notes will be priced on or about July 15, 2025, settling on or about July 18, 2025 (CUSIP 48136FJY9).

Return profile: at maturity, investors receive

• Upside: If each reference stock closes above its initial value on the observation date (July 17, 2028), holders receive principal plus at least 3.0565 × the appreciation of the least-performing stock, with no cap.
• Par: If any stock is ≤ initial value but all three remain ≥ 60% of initial value (the barrier), investors are repaid principal only.
• Downside: If any stock closes below the 60 % barrier, repayment is reduced one-for-one with the decline of the least-performing stock, exposing investors to losses greater than 40 % and up to 100 % of principal.

Key terms: Barrier level equals 60 % of each stock’s initial value; Upside Leverage Factor (ULF) will be at least 3.0565 (final level set at pricing); estimated value would be ≈$955.20 per $1,000 note if priced today and will not be set below $930.00. Selling commissions payable to dealers are capped at $10 per $1,000 note.

Risk highlights: Investors forgo coupons and stock dividends, face full issuer and guarantor credit risk, and have no secondary-market listing. The pricing supplement warns that the initial estimated value is lower than the public offering price, secondary values are expected to be lower still, and liquidity will rely on J.P. Morgan Securities’ bid, if any. Because payments depend on the worst-performing share, gains on two stocks cannot offset losses on the third. A single stock close beneath its barrier on the observation date triggers loss of principal protection.

Reference stock snapshots (7/2/2025 close): NVDA $157.25; MSFT $491.09; META $713.57. Historical charts (2020-2025) are provided for context but past performance is not indicative of future results.

Tax counsel (Davis Polk) preliminarily treats the notes as “open transactions,” generally taxed as capital gain/loss upon disposition, but notes IRS guidance could change retroactively. The notes are expected to fall outside Section 871(m) dividend-equivalent withholding for non-U.S. holders.

Investor profile: Suitable only for investors who 1) are bullish on the three megacap technology stocks through mid-2028, 2) can tolerate potential loss of principal, 3) do not require current income, and 4) understand structured-product credit and liquidity risks.