AMJB Palantir-linked contingent interest notes offer 20.25% coupon
JPMorgan Chase Financial Company LLC is issuing $1,200,000 of auto callable contingent interest notes linked to the Class A common stock of Palantir Technologies Inc., due November 26, 2027 and guaranteed by JPMorgan Chase & Co. The notes pay a quarterly contingent coupon of 5.0625% (20.25% per annum) per $1,000 note when Palantir’s share price on a review date is at least the Interest Barrier of $77.8725, equal to 50.00% of the Strike Value of $155.745.
The notes are automatically called, starting November 20, 2026, if Palantir’s share price on certain review dates is at least the Strike Value, returning $1,000 plus the applicable coupon. If the notes are not called and the final share price is below the Trigger Value (50.00% of the Strike Value), repayment of principal is reduced one-for-one with the stock’s loss, and investors can lose most or all of their investment. The price to public is $1,000 per note, including $5 in selling commissions, for issuer proceeds of $995 per note, and the estimated value is $969.20.
Positive
- None.
Negative
- None.
FAQ
What is JPMorgan Chase Financial (AMJB) offering in this 424B2 filing?
JPMorgan Chase Financial Company LLC is offering Auto Callable Contingent Interest Notes with an aggregate principal amount of $1,200,000, linked to the Class A common stock of Palantir Technologies Inc. The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.
How do the contingent interest payments on the AMJB Palantir-linked notes work?
For each $1,000 note, investors receive a Contingent Interest Payment of $50.625 (5.0625% per quarter, 20.25% per annum) on any Interest Payment Date if, on the related Review Date, Palantir’s closing share price is at least the Interest Barrier of $77.8725, which is 50.00% of the Strike Value. If the share price is below the Interest Barrier on a Review Date, no interest is paid for that period.
When can the AMJB notes be automatically called and what do investors receive?
The notes may be automatically called on any Review Date other than the first, second, third and final Review Dates if Palantir’s closing share price is at least the Strike Value of $155.745. If that happens, investors receive, per $1,000 note, $1,000 plus the applicable Contingent Interest Payment on the Call Settlement Date, and no further payments are made.
What are the downside risks of the AMJB Auto Callable Contingent Interest Notes?
If the notes are not automatically called and Palantir’s final share price is below the Trigger Value of $77.8725, investors’ principal repayment is reduced by the same percentage as the stock’s loss from the Strike Value, calculated as $1,000 + ($1,000 × Stock Return). In this case, investors will lose more than 50.00% of principal and could lose their entire investment.
What credit and liquidity risks are associated with these JPMorgan structured notes?
Payments on the notes depend on the credit of JPMorgan Chase Financial Company LLC and the guarantee from JPMorgan Chase & Co.. If either fails to meet its obligations, investors may not receive amounts due. The notes will not be listed on any securities exchange, and any secondary market would rely on J.P. Morgan Securities LLC’s willingness to transact, so investors may not be able to sell their notes or may have to sell at a price below the original issue price.
How do price to public, fees and estimated value compare for the AMJB notes?
The price to public is $1,000 per $1,000 principal amount note. Selling commissions are $5 per note, leaving $995 in proceeds to the issuer per note. The estimated value at pricing was $969.20 per note, reflecting internal funding rates and hedging-related costs.
What are key tax considerations for U.S. and non-U.S. holders of these notes?
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, based on advice from its special tax counsel. For Non-U.S. Holders, withholding agents are expected to withhold 30% (or treaty-reduced rates) on Contingent Interest Payments treated as “other income,” and the issuer does not agree to pay additional amounts on such withholding. The issuer’s special tax counsel is of the opinion that Section 871(m) should not apply to the notes.