[424B2] JPMORGAN CHASE & CO Prospectus Supplement
JPMorgan Chase Financial Company LLC is offering $3,330,000 of step-up auto callable notes linked to the J.P. Morgan Dynamic BlendSM Index, maturing on November 30, 2032 and fully guaranteed by JPMorgan Chase & Co. The notes may be automatically called as early as November 30, 2026 if the Index closes at or above preset Call Values, paying back $1,000 per note plus a rising call premium from 8.50% on the first Review Date up to 51.00% on the sixth.
If the notes are not called, investors receive at maturity their $1,000 principal per note plus an Additional Amount equal to the Index’s positive return times a 100% participation rate; if the Index is flat or lower, only principal is repaid. The Index itself is a rules-based strategy allocating between S&P 500 futures and 2‑year U.S. Treasury futures, targeting 3.0% volatility and deducting 0.95% per year, which weighs on performance.
The price to public is $1,000 per note, with selling fees of $34 and issuer proceeds of $966 per note. The estimated value at pricing is $901.80 per $1,000, reflecting embedded costs and hedging. Key risks include lack of interest payments, potential early call limiting upside, index methodology and fee drag, liquidity limits, credit risk of the issuer and guarantor, and complex U.S. tax treatment as contingent payment debt instruments.
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FAQ
What is JPMorgan Chase Financial (AMJB) offering in this 424B2 filing?
JPMorgan Chase Financial Company LLC is offering $3,330,000 of Step-Up Auto Callable Notes linked to the J.P. Morgan Dynamic BlendSM Index, due November 30, 2032 and fully guaranteed by JPMorgan Chase & Co.
How do the step-up auto callable features of the AMJB notes work?
On each Review Date starting November 30, 2026, if the Index is at or above the applicable Call Value, the notes are automatically called and pay back $1,000 principal plus a step-up Call Premium Amount from 8.50% on the first Review Date up to 51.00% on the sixth, after which no further payments are made.
What do AMJB noteholders receive at maturity if the notes are not called early?
If the notes are not automatically called, each note pays at maturity $1,000 plus an Additional Amount equal to $1,000 × Index Return × 100% participation. If the Final Index Value is less than or equal to the Initial Value, the Additional Amount is zero and only principal is repaid, assuming no issuer or guarantor default.
How is the J.P. Morgan Dynamic BlendSM Index constructed for these AMJB notes?
The Index dynamically allocates between a J.P. Morgan S&P 500® futures index and a 2‑year U.S. Treasury futures index, targeting 3.0% annualized volatility. It deducts 0.95% per annum daily, and its level reflects futures price changes, roll effects and this ongoing fee, but not interest on cash.
What are the main risks of investing in these JPMorgan AMJB structured notes?
Key risks include: no interest payments; limited upside if called early; the Index fee of 0.95% per year; potential for the Index to underperform alternative strategies; credit risk of JPMorgan Financial and JPMorgan Chase & Co.; lack of exchange listing and potentially low secondary market liquidity; and complex U.S. tax treatment as contingent payment debt instruments requiring accrual of original issue discount.
How do price, fees and estimated value compare for the AMJB notes?
Each note is sold at $1,000 to the public. Selling commissions are $34 per note, leaving issuer proceeds of $966 per note. The estimated value at pricing is $901.80 per $1,000 note, reflecting internal funding rates, hedging costs and dealer profits, so secondary market prices are expected to be below the issue price.
How are the AMJB step-up auto callable notes treated for U.S. federal income tax purposes?
According to the tax opinion, the notes are expected to be treated as contingent payment debt instruments. U.S. holders generally must accrue original issue discount based on a 5.27% comparable yield and a projected payment of $1,439.81 per $1,000 at maturity, and then recognize interest income or ordinary/capital loss upon sale, call or maturity.