JPMORGAN CHASE & CO SEC Filings

JPMorgan Chase Financial Company LLC is offering Medium-Term Notes, Series A, Digital Equity Notes due January 21, 2028, linked to the EURO STOXX 50® Index and fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay no interest and are not listed on any exchange.

At maturity, for each $1,000 note, investors receive a cash amount based on index performance from the trade date to January 19, 2028. If the final index level is at or above 87.50% of the initial level, payment is the threshold settlement amount, expected between $1,127.00 and $1,149.40, capping upside around the cap level (expected 112.70%–114.94% of the initial level. If the index falls more than the 12.50% buffer, principal is lost on a leveraged basis at approximately 1.1429% for each additional 1% decline; investors can lose their entire investment.

The original issue price is 100% of principal, with no underwriting commission and net proceeds of 100% to the issuer. The estimated value is expected between $977.50 and $987.50 per $1,000, reflecting structuring and hedging costs, and secondary market prices are expected to be lower than the issue price. Payments are subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., and the U.S. tax treatment is uncertain, with the notes reasonably treated as prepaid financial contracts that are "open transactions" for U.S. federal income tax purposes.

JPMorgan Chase & Co. reports that on July 23, 2026 it closed public offerings of several registered debt securities. The company issued $500,000,000 of Floating Rate Notes due 2030, $2,500,000,000 of Fixed-to-Floating Rate Notes due 2030, and $3,000,000,000 of Fixed-to-Floating Rate Notes due 2032, which together constitute the Senior Notes. It also issued $3,000,000,000 of Fixed-Rate Reset Subordinated Notes due 2041.

The Notes were registered under the Securities Act of 1933 pursuant to a shelf registration statement on Form S-3 (File No. 333-285537). Simpson Thacher & Bartlett LLP provided legal opinions on the legality of the Senior Notes and Subordinated Notes, filed as Exhibits 5.1 and 5.2, with related consents included as Exhibits 23.1 and 23.2.

JPMorgan Chase & Co. reports that its Board of Directors has adopted an amendment to Section 2.03 of the company’s By-laws, effective July 21, 2026. The change provides that any Lead Independent Director shall be appointed by the non-management directors.

The amended By-laws, marked to show changes from the prior version, are included as Exhibit 3.2, along with technical Inline XBRL cover-page data exhibits.

JPMorgan Chase Financial Company LLC is offering structured Review Notes linked to the MerQube US Large-Cap Vol Advantage Index, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes may be automatically called on scheduled Review Dates starting August 3, 2027 if the Index closing level is at or above the Call Value of 87.00% of the Initial Value, paying back $1,000 plus a Call Premium.

Minimum Call Premiums range from 15.00% of principal on the first Review Date up to 75.00% on the final Review Date. If not called and the Final Value is at or above the Barrier Amount of 60.00% of the Initial Value, investors receive principal at maturity on August 5, 2031. If the Final Value is below the Barrier Amount, repayment equals $1,000 plus $1,000 multiplied by the Index Return, so investors can lose more than 40% and up to all principal.

The Index is a rules-based strategy referencing E-mini S&P 500 futures with a 35% target volatility, variable futures exposure between 0% and 500%, and a 6.0% per annum daily deduction, which drags on performance. If priced today, the estimated value would be about $910 per $1,000 note, and will not be less than $900 when set. The notes pay no interest or dividends, are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., and are not bank deposits or FDIC insured.

JPMorgan Chase Financial Company LLC is offering Medium-Term Notes, Series A, called Digital Buffered Equity Notes due 2028, fully and unconditionally guaranteed by JPMorgan Chase & Co. Each note has a $1,000 principal amount and is linked to an unequally weighted basket of five equity indices: EURO STOXX 50® (40%), TOPIX® (25%), FTSE® 100 (17%), Swiss Market Index (11%) and S&P/ASX 200 (7%). The notes pay no interest and are not listed on any exchange.

The initial basket level is 100. If the final basket level on January 24, 2028 is at least 90% of the initial level, investors receive a fixed threshold settlement amount expected between $1,114.70 and $1,134.60 per $1,000, corresponding to a capped positive return. If the basket falls more than 10%, principal is lost on a leveraged basis: roughly 1.1111% of principal lost for each 1% decline beyond the 10% buffer, down to a possible total loss.

The estimated value at pricing is expected between $967.40 and $977.40 per $1,000, below the 100% issue price, reflecting selling commissions (up to 1.51% of principal) and hedging and structuring costs. Any payment is subject to the credit risk of JPMorgan Financial as issuer and JPMorgan Chase & Co. as guarantor. The notes involve complex tax treatment and are expected to be treated as open prepaid financial contracts for U.S. federal income tax purposes.

JPMorgan Chase Financial Company LLC is offering Auto Callable Contingent Interest Notes due August 2, 2029, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are linked separately to the State Street Health Care Select Sector SPDR ETF (XLV), the State Street Financial Select Sector SPDR ETF (XLF) and the iShares Silver Trust (SLV); the least performing fund determines principal repayment.

Holders receive a Contingent Interest Payment of at least $11.00 per $1,000 (13.20% per annum, 1.10% per month) on each Review Date only if the closing price of one share of each fund is at or above its Interest Barrier of 50.00% of its Initial Value. Missed coupons can be paid later if this condition is met on a subsequent Review Date. Starting January 29, 2027, the notes are automatically called on certain Review Dates if each fund is at or above its Initial Value, paying $1,000 plus due and unpaid contingent interest.

If not called and on the final Review Date every fund is at or above its Trigger Value of 50.00% of Initial Value, investors receive $1,000 plus final and any unpaid contingent interest. If any fund finishes below its Trigger Value, the maturity payment is $1,000 plus $1,000 × Least Performing Fund Return, so principal loss exceeds 50% and may reach 100%. The notes are unsecured, not FDIC insured, subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., limited liquidity, sector and commodity volatility, potential early acceleration, and an estimated value per $1,000 note that would be about $957.60 today and not less than $920.00 when finally set.

JPMorgan Chase Financial Company LLC is offering Uncapped Dual Directional Digital Barrier Notes linked to the lesser performing of the S&P 500 Index and the Russell 2000 Index, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are expected to price on or about July 31, 2026 and mature on August 5, 2031.

At maturity, if each index is at or above its initial level, investors receive principal plus the greater of a Contingent Digital Return of at least 46.50% or the lesser-performing index return. If either index is below its initial level but both remain at or above 75.00% of initial (the Barrier Amount), investors receive principal plus the absolute return of the lesser-performing index, effectively capped at a 25.00% gain. If either index finishes below its barrier, repayment is principal reduced one-for-one by the loss of the lesser-performing index, with the potential for a full loss of principal.

The minimum denomination is $1,000. If priced on the reference date, the estimated value would be about $940 per $1,000 note and will not be less than $900 at pricing. The notes pay no interest or dividends, are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., and will not be listed, so liquidity may be limited.

JPMorgan Chase Financial Company LLC is offering Uncapped Accelerated Barrier Notes linked to the Invesco S&P 500® Equal Weight ETF (RSP), fully and unconditionally guaranteed by JPMorgan Chase & Co. Each note has a $1,000 principal amount, minimum denomination $1,000, and is expected to price on or about July 23, 2026 and settle on or about July 28, 2026, maturing on July 28, 2031.

At maturity, if the ETF’s closing price is above its initial level, the holder receives $1,000 plus the fund’s gain multiplied by an Upside Leverage Factor of at least 1.1125, with no cap. If the final value is at or above the Barrier Amount of 75.00% of the Initial Value, principal is returned. If the final value is below the barrier, repayment is $1,000 plus $1,000 times the fund return, leading to losses greater than 25% and potentially a total loss of principal.

The notes pay no interest or dividends and are unsecured, unsubordinated obligations subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co. Estimated value, if priced on the described date, would be approximately $960 per $1,000 note and will not be less than $940, reflecting selling commissions of up to $22.50 and a structuring fee of up to $2.00 per $1,000 note, plus hedging-related costs. The notes are not bank deposits, are not FDIC insured, will not be listed on any exchange, and may be accelerated if the ETF is delisted, liquidated or terminated.

JPMorgan Chase Financial Company LLC is offering Capped Dual Directional Buffered Return Enhanced Notes linked to the Class A common stock of CrowdStrike Holdings, Inc. The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co., and are scheduled to mature on January 22, 2027. The notes have minimum denominations of $1,000 and pay no interest or dividends.

At maturity, if CrowdStrike’s stock has risen from the Strike Value of $203.08, investors receive $1,000 plus 3.00× the stock gain, capped at a Maximum Upside Return of at least 24.75% (at least $1,247.50 per $1,000 note). If the stock is flat or down by up to the 15.00% Buffer Amount, investors earn the stock’s move in absolute value, up to a 15% positive return. If the stock declines by more than 15%, principal is reduced 1% for each additional 1% drop, with losses of up to 85.00% of principal. The issuer estimates the note’s value at approximately $989.10 per $1,000 at launch and states it will not be less than $970.00, and highlights credit risk of both JPMorgan Chase Financial and JPMorgan Chase & Co. along with limited liquidity and potential conflicts of interest.