[424B2] JPMORGAN CHASE & CO Prospectus Supplement
JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is issuing $3,870,000 of unsecured Callable Contingent Interest Notes linked to the Nasdaq‑100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index, maturing on October 26, 2027.
The notes pay a contingent coupon of 9.35% per year, paid monthly (about $7.79 per $1,000), but only if on each Review Date all three indices are at least 70% of their initial levels. The issuer can redeem the notes early, in whole, on most monthly payment dates starting February 26, 2026, at $1,000 per note plus any due coupon.
If the notes are not redeemed and at maturity any index is below 70% of its initial level, principal is reduced one‑for‑one with the decline of the worst‑performing index, and investors can lose more than 30% and up to all of their money. The notes are not listed, may be hard to sell, and were sold at $1,000 per note versus an estimated value of $953.90, reflecting fees, structuring and hedging costs.
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FAQ
What is JPMorgan Chase Financial (AMJB) offering in this 424B2 filing?
JPMorgan Chase Financial is offering $3,870,000 of unsecured Callable Contingent Interest Notes, fully and unconditionally guaranteed by JPMorgan Chase & Co., linked to three equity indices and maturing on October 26, 2027.
How do the contingent interest payments on the AMJB structured notes work?
For each $1,000 note, investors receive a monthly Contingent Interest Payment of $7.7917 (a 9.35% annual rate) only if on that Review Date the Nasdaq‑100 Technology Sector Index, Russell 2000 Index and S&P 500 Index are all at or above 70% of their initial values. If any index is below its barrier, no interest is paid for that month.
What principal protection do these AMJB notes provide at maturity?
The notes do not guarantee principal. If they are not redeemed early and, on the final Review Date, any index is below its 70% Trigger Value, the maturity payment per $1,000 is $1,000 plus $1,000 times the return of the Least Performing Index. A large decline in the worst index can lead to loss of more than 30% and up to the entire principal.
When can JPMorgan redeem the AMJB Callable Contingent Interest Notes early?
JPMorgan may, at its option, redeem the notes early, in whole but not in part, on any Interest Payment Date other than the first, second and final dates. The earliest possible redemption date is February 26, 2026, at $1,000 per note plus any applicable contingent interest.
What are the key risks of the AMJB notes linked to NDXT, RTY and SPX?
Key risks include: potential loss of some or all principal if the worst index finishes below its Trigger Value; the possibility of no interest payments if any index is below its Interest Barrier on Review Dates; credit risk of JPMorgan Chase Financial and JPMorgan Chase & Co.; sector and small‑cap exposure from the technology‑focused Nasdaq‑100 Technology Sector Index and the Russell 2000 Index; and limited liquidity since the notes are not exchange‑listed.
How does the price to public compare with the estimated value of the AMJB notes?
The notes are sold at $1,000 per $1,000 principal amount, while the issuer’s estimated value at pricing was $953.90 per note. The difference reflects selling commissions of $22.25 per note and additional structuring and hedging costs built into the price.
Are the AMJB Callable Contingent Interest Notes insured or bank deposits?
No. The notes are not bank deposits, are not insured by the FDIC or any governmental agency, and are unsecured, unsubordinated obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co.