High-yield QuantumScape-linked notes from JPMorgan (AMJB) cap upside, risk principal
JPMorgan Chase Financial Company LLC is issuing $500,000 of Auto Callable Contingent Interest Notes linked to the Class A common stock of QuantumScape Corporation, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay a monthly Contingent Interest Payment of $24.5417 per $1,000 (a rate of 22.0875% over the term) for any Review Date on which QuantumScape’s share price is at or above the Interest Barrier, set at 50.00% of the Strike Value, or $5.275.
The notes can be automatically called on specified Review Dates starting May 18, 2026 if the stock closes at or above the Strike Value of $10.55, returning $1,000 plus due interest per note, with no further payments. If the notes are not called and QuantumScape’s final share price is below the Trigger Value (the same 50% barrier), investors lose 1% of principal for each 1% decline from the Strike Value and can lose their entire investment. The notes are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., offer no dividends or voting rights in QuantumScape, and will not be listed on any exchange. The estimated value at pricing was $966.70 per $1,000 note, reflecting structuring and hedging costs.
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FAQ
What is JPMorgan’s AMJB 424B2 QuantumScape-linked note offering?
The issuance is a $500,000 Auto Callable Contingent Interest Note by JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., linked to the Class A common stock of QuantumScape Corporation. It offers high contingent interest but exposes investors to both market risk in QuantumScape shares and the credit risk of JPMorgan entities.
How do the contingent interest payments on the AMJB QuantumScape notes work?
For each $1,000 principal amount note, investors receive a Contingent Interest Payment of $24.5417 on an Interest Payment Date if, on the related Review Date, QuantumScape’s closing price is at or above the Interest Barrier of $5.275 (50.00% of the $10.55 Strike Value). This equates to a 22.0875% rate over the term, paid at 2.45417% per month. Missed interest can be caught up later if a future Review Date meets the barrier.
When can the AMJB QuantumScape-linked notes be automatically called?
The notes are automatically called on any Review Date other than the first, second, third and final Review Dates if QuantumScape’s closing price is at or above the Strike Value of $10.55. The earliest automatic call opportunity is May 18, 2026. Upon an automatic call, investors receive $1,000 per note plus the applicable Contingent Interest Payment and any previously unpaid contingent interest, with no further payments thereafter.
How can investors lose principal on the AMJB QuantumScape notes at maturity?
If the notes are not automatically called and the Final Value of QuantumScape’s stock on the final Review Date is below the Trigger Value (50.00% of the $10.55 Strike Value, or $5.275), the maturity payment per $1,000 note is calculated as $1,000 + ($1,000 × Stock Return). In that case, investors lose 1% of principal for every 1% the Final Value is below the Strike Value and can lose more than 50% or even all of their principal.
What is the estimated value versus the price to public for the AMJB QuantumScape notes?
The notes are sold at $1,000 per note to the public, with total proceeds of $500,000, and no explicit selling commissions on the fee-based advisory channel used. The issuer’s estimated value when terms were set was $966.70 per $1,000 principal amount note, reflecting internal funding rates, structuring costs, and hedging-related profits and costs included in the issue price.
What are key risks of the AMJB QuantumScape-linked structured notes?
Risks include potential loss of principal if QuantumScape’s Final Value falls below the Trigger Value, the possibility of receiving no contingent interest if its stock stays below the Interest Barrier on Review Dates, and credit risk of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. The notes are unsecured, unsubordinated, offer no stockholder rights or dividends, will not be listed on an exchange, and may have limited or illiquid secondary market pricing.
How are the AMJB QuantumScape-linked notes expected to be treated for U.S. federal income tax purposes?
The issuer intends to treat the notes as prepaid forward contracts with associated contingent coupons. Under this approach, Contingent Interest Payments are treated as ordinary income. The tax discussion notes that other reasonable treatments are possible and that future IRS or Treasury guidance, including on prepaid forward contracts, could affect the tax consequences, possibly with retroactive effect.