[FWP] Inverse VIX Short-Term Futures ETNs due March 22, 2045 Free Writing Prospectus

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Director received 6,100 options at $86.44; no shares sold—neutral for valuation.

The Form 4 is limited to a single option grant dated 06/30/2025. Because the transaction was an A (acquisition) of derivative securities at market-linked strike price, it does not inject immediate buying or selling pressure into MCRI’s float. Landau’s direct equity stake stays at 24,400 shares, and her cumulative option exposure rises to 61,000 contracts, maintaining long-term alignment with shareholders. Absent any sale or material volume shift, the filing is informational rather than market-moving.

Corporate Governance Expert

TL;DR: Routine governance filing—option award strengthens incentive alignment, impact minimal.

Boards commonly compensate non-employee directors through option grants to foster ownership mentality. This grant follows prior issuances with staggered expirations, creating a layered incentive structure through 2035. No red flags such as accelerated vesting, discounted strike, or simultaneous share disposals appear. Therefore, the filing has neutral governance implications and should not materially sway investor sentiment.

 

The following is a summary of the terms of the notes offered by the preliminary pricing supplement hyperlinked below. Summary of Terms Issuer: JPMorgan Chase Financial Company LLC Guarantor: JPMorgan Chase & Co. Minimum Denomination: Denomination:$1,000 Reference Stock: Common stock of Micron Technology, Inc. Pricing Date: July 10, 2025 Final Review Date: July 12, 2027 Maturity Date: July 15, 2027 Review Dates: Quarterly Contingent Interest Rate: At least 14.25%* per annum, payable quarterly at a rate of at least 3.5625%*, if applicable Interest Barrier/ Trigger Value: An amount that represents 60.00% of the Initial Value CUSIP: 48136FKD3 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/48136FKD3/doctype/Product_Termsheet/document.pdf Estimated Value: The estimated value of the notes, when the terms of the notes are set, will not be less than $920.00 per $1,000 principal amount note. For information about the estimated value of the notes, which likely will be lower than the price you paid for the notes, please see the hyperlink above. Automatic Call If the closing price of one share of the Reference Stock on any Review Date (other than the first and final Review Dates) is gre ater than or equal to the Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date plus (c) any previously unpaid Contingent Interest Payments for any prior Review Dates, payable on the applicable Call Settlement Date. No further payments will be made on the notes. Payment at Maturity If the notes have not been automatically called and the Final Value is greater than or equal to the Trigger Value, you will r ece ive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to the final Review Date plus (c) any previously unpaid Contingent Interest Payments for any prior Review If the notes have not been automatically called and the Final Value is less than the Trigger Value, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 ×Stock Return) If the notes have not been automatically called and the Final Value is less than the Trigger Value, you will lose more than 4 0.0 0% of your principal amount at maturity and could lose all of your principal amount at maturity. Capitalized terms used but not defined herein shall have the meanings set forth in the preliminary pricing supplement. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and t he credit risk of JPMorgan Chase & Co., as guarantor of the notes. Hypothetical Payment at Maturity** J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com 2yNC6m MU Auto Callable Contingent Interest Notes North America Structured Investments Stock Return Payment at Maturity (assuming 14.25% per annum Contingent Interest Rate) 60.00% $1,035.625 40.00% $1,035.625 20.00% $1,035.625 5.00% $1,035.625 0.00% $1,035.625 - 5.00% $1,035.625 - 10.00% $1,035.625 - 20.00% $1,035.625 - 30.00% $1,035.625 - 40.00% $1,035.625 - 40.01% $599.900 - 50.00% $500.000 - 60.00% $400.000 - 80.00% $200.000 - 100.00% $0.000 This table does not demonstrate how your interest payments can vary over the term of your notes. Contingent Interest *If the notes have not been automatically called and the closing price of one share of the Reference Stock on any Review Date is greater than or equal to the Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to at least $35.625 (equivalent to a Contingent Interest Rate of at least 14.25% per annum, payable at a rate of at least 3.5625% per quarter), plus any previously unpaid Contingent Interest Payments for any prior Review Dates. **This table assumes that no previously unpaid Contingent Interest Payment is payable at maturity. The hypothetical payments on the notes shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payments shown above would likely be lower.

 

J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com Selected Risks • Your investment in the notes may result in a loss. The notes do not guarantee any return of principal. • The notes do not guarantee the payment of interest and may not pay interest at all. • Any payment on the notes is subject to the credit risks of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. Therefore the value of the notes prior to maturity will be subject to changes in the market’s view of the creditworthiness of JPMorgan Chase Financial Company LLC or JPMorgan Chase & Co. • The appreciation potential of the notes is limited to the sum of any Contingent Interest Payments that may be paid over the term of the notes. • The benefit provided by the Trigger Value may terminate on the final Review Date. • The automatic call feature may force a potential early exit. • No dividend payments or voting rights. • The anti dilution protection for the Reference Stock is limited and may be discretionary. • As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent operations and has limited assets. Selected Risks (continued) • The estimated value of the notes will be lower than the original issue price (price to public) of the notes. • The estimated value of the notes is determined by reference to an internal funding rate. • The estimated value of the notes does not represent future values and may differ from others’ estimates. • The value of the notes, which may be reflected in customer account statements, may be higher than the then current estimated value of the notes for a limited time period. • Lack of liquidity: J.P. Morgan Securities LLC (who we refer to as JPMS) intends to offer to purchase the notes in the secondary market but is not required to do so. The price, if any, at which JPMS will be willing to purchase notes from you in the secondary market, if at all, may result in a significant loss of your principal. • Potential conflicts: We and our affiliates play a variety of roles in connection with the issuance of notes, including acting as calculation agent and hedging our obligations under the notes, and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set. It is possible that such hedging or other trading activities of J.P. Morgan or its affiliates could result in substantial returns for J.P. Morgan and its affiliates while the value of the notes declines. • The tax consequences of the notes may be uncertain. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes. Additional Information SEC Legend: JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. have filed a registration statement (including a pr osp ectus) with the SEC for any offerings to which these materials relate. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPM organ Chase Financial Company LLC and JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. and this offering. You may get the se documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co., any agent or any dealer participat ing in the this offering will arrange to send you the prospectus and each prospectus supplement as well as any product supplement and preliminary pricing supplement if you so request by calling toll free 1 866 535 9248. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion o f U .S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan Cha se & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax related penalties. Investment suitability must be determined individually for each investor, and the financial instruments described herein may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisers as to the se matters. This material is not a product of J.P. Morgan Research Departments. Free Writing Prospectus Filed Pursuant to Rule 433, Registration Statement Nos. 333 270004 and 333 270004 01 North America Structured Investments 2yNC6m MU Auto Callable Contingent Interest Notes The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable prod uct supplement, Annex A to the prospectus addendum and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information.

FAQ

What did MCRI director Yvette Landau report in the latest Form 4?

She reported the acquisition of 6,100 stock options with an $86.44 strike price; no shares were bought or sold.

How many Monarch Casino shares does the insider now own directly?

The Form 4 lists 24,400 shares of common stock held directly.

What is the exercise price and expiration for the newly granted options?

Exercise price is $86.44; the options expire on 06/30/2035.

Did the filing disclose any sale of MCRI common stock?

No. The filing shows no dispositions of common stock.

How many options does Yvette Landau hold after this transaction?

She beneficially owns 61,000 options across multiple prior grants plus the new 6,100-unit award.