[424B2] JPMORGAN CHASE & CO Prospectus Supplement
JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto callable contingent interest notes linked to the common stock of Blackstone Inc. The notes, in $1,000 minimum denominations, are scheduled to mature on December 9, 2027 and may be automatically called as early as June 5, 2026 if Blackstone’s share price on a review date (other than the first and final) is at or above the initial price.
Holders can receive a contingent interest payment of at least $30.00 per $1,000 each quarter, equivalent to a contingent interest rate of at least 12.00% per annum, but only when Blackstone’s closing price on the relevant review date is at or above 65.00% of the initial value, which serves as both the interest barrier and trigger value. If the notes are called, investors receive $1,000 plus that period’s contingent interest and no further payments.
If the notes are not called and the final share price is at or above the 65.00% trigger, investors receive $1,000 plus the final contingent interest. If the final price is below the trigger, the maturity payment is reduced one-for-one with the stock’s decline, so investors will lose more than 35.00% of principal and could lose it all. The notes are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., offer no dividend rights in Blackstone, are not exchange-listed and may trade below the issue price. The estimated value is indicated at approximately $960.00 per $1,000 and will not be less than $940.00 per $1,000 when finalized, reflecting embedded fees and hedging costs.
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FAQ
What are the JPMorgan auto callable contingent interest notes linked to Blackstone Inc. (AMJB)?
These notes are structured debt securities issued by JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., that pay contingent quarterly interest and may be automatically called based on the performance of Blackstone Inc.’s common stock.
How can investors earn interest on these Blackstone-linked notes from JPMorgan?
For each $1,000 note, investors receive a contingent interest payment of at least $30.00 (at least 12.00% per annum, paid at least 3.00% per quarter) on a review date only if Blackstone’s closing price is at or above 65.00% of the initial value. If the price is below this interest barrier, no interest is paid for that period.
When are these JPMorgan Blackstone-linked notes automatically called?
The notes are automatically called on any review date other than the first and final if Blackstone’s closing price is at or above the initial value. In that case, for each $1,000 note, investors receive $1,000 plus the applicable contingent interest payment on the related call settlement date, and no further payments are made.
What happens at maturity if the JPMorgan notes are not automatically called?
If not called and the final Blackstone price is at or above the 65.00% trigger value, investors receive $1,000 plus the final contingent interest payment per $1,000 note. If the final price is below the trigger, the maturity payment is $1,000 + ($1,000 × stock return), so holders lose 1% of principal for every 1% decline from the initial value and can lose their entire investment.
What key risks are highlighted for investors in these JPMorgan Blackstone-linked notes?
The notes do not guarantee repayment of principal or any interest, expose investors to Blackstone stock price risk, and are subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co. They are not listed on an exchange, may have limited liquidity, and their estimated value (about $960.00 per $1,000, not less than $940.00 per $1,000) is below the price to public due to selling, structuring and hedging costs.
Do investors in these notes receive Blackstone dividends or shareholder rights?
No. Investors do not receive dividends on Blackstone shares and have no voting or other shareholder rights in Blackstone. Their returns come solely from the note’s contingent interest payments and principal repayment terms.
How are these JPMorgan auto callable notes linked to Blackstone treated for U.S. federal income tax purposes?
JPMorgan intends to treat the notes as prepaid forward contracts with associated contingent coupons, with contingent interest payments taxed as ordinary income as described in the referenced tax sections. The issuer notes that other reasonable tax treatments are possible and tax outcomes could be affected by future IRS or Treasury guidance.