[424B2] JPMORGAN CHASE & CO Prospectus Supplement
JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering $4,500,000 of Auto Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index, maturing on May 25, 2028. Each note has a $1,000 face amount, a price to public of $1,000, selling commissions of $7.50 and proceeds to the issuer of $992.50 per note. The initial estimated value is $947.90 per $1,000 note.
The notes pay a 13.50% per annum contingent interest (3.375% per quarter) only if, on a Review Date, the Index is at or above 65% of its initial level (the Interest Barrier). The notes are automatically called, starting May 21, 2026, if the Index is at or above its initial value, returning $1,000 plus the applicable contingent interest, with no further payments.
If the notes are not called and the Index at final valuation is at or above 60% of its initial level (the Trigger Value), investors receive $1,000 plus any final contingent interest. If it is below the Trigger Value, the payoff is $1,000 plus $1,000 times the Index return, so investors can lose more than 40% and up to all principal. The Index embeds a 6.0% per annum daily deduction, which acts as a persistent drag on performance. Payments are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co.
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FAQ
What is JPMorgan’s AMJB Auto Callable Contingent Interest Note in this 424B2?
The AMJB security is an Auto Callable Contingent Interest Note issued by JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., with a total offering size of $4,500,000. It links returns to the MerQube US Large-Cap Vol Advantage Index and offers contingent interest plus potential early automatic redemption.
How does the 13.50% contingent interest on the AMJB notes work?
The notes offer a 13.50% per annum contingent interest rate, paid at 3.375% per quarter. For each $1,000 note, investors receive $33.75 on an Interest Payment Date only if, on the related Review Date, the Index is at or above 65.00% of its initial level (the Interest Barrier. If the Index is below the barrier, no interest is paid for that quarter.
When can the AMJB notes be automatically called and what do investors receive?
Starting on the Review Date of May 21, 2026, the notes are automatically called if the Index is at or above its Initial Value of 3,677.97 on any Review Date other than the first and final. If called, each $1,000 note pays $1,000 plus the applicable $33.75 contingent interest on the Call Settlement Date, and no further payments are made.
What happens at maturity for investors in JPMorgan’s AMJB notes?
If the notes are not called and on the final Review Date the Index is at or above the Trigger Value of 60.00% of the initial level (2,206.782), each $1,000 note pays back $1,000 plus any final contingent interest. If the Index is below the Trigger Value, the payoff is calculated as $1,000 + ($1,000 × Index Return), so investors can lose more than 40% and up to their entire principal.
How does the 6.0% per annum daily deduction affect the MerQube Index and the AMJB notes?
The MerQube US Large-Cap Vol Advantage Index includes a 6.0% per annum daily deduction. This deduction reduces any gains and amplifies losses from the underlying E-mini S&P 500 futures exposure. As a result, the Index will trail an otherwise identical index without this fee, and this drag can lower both contingent interest payments and principal repayment outcomes on the notes.
What are the key risks of investing in JPMorgan’s AMJB Auto Callable Notes?
Key risks include no principal protection if the Index finishes below the Trigger Value, the possibility of no interest being paid if the Index is below the Interest Barrier on Review Dates, and the structural drag from the 6.0% per annum deduction in the Index. The notes are also unsecured and unsubordinated, exposing holders to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., and they are not listed, which can limit liquidity.
What are the fees, proceeds, and estimated value for the AMJB structured notes?
Each note has a $1,000 price to public, with $7.50 in selling commissions and $992.50 in proceeds to the issuer per note. The total offering is $4,500,000, with $33,750 in fees and $4,466,250 in proceeds. The estimated value at pricing is $947.90 per $1,000 note, reflecting internal funding and hedging costs.