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JPMorgan (AMJB) offers 60.5m leveraged barrier notes on MerQube vol index

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering 60.5m Uncapped Accelerated Barrier Notes linked to the MerQube US Large-Cap Vol Advantage Index. The notes provide leveraged upside exposure at an Upside Leverage Factor of at least 3.00 to the Index’s performance.

The Index dynamically allocates between 0% and 500% notional exposure to E‑Mini S&P 500 futures and reflects a 6.0% per annum daily deduction. At maturity on September 17, 2031, if the Index is above its initial level, investors receive principal plus leveraged gains. If the Index is between the initial level and the 60.00% Barrier Amount, principal is returned.

If the Final Value is below the Barrier Amount, repayment is reduced one-for-one with the Index decline, and investors can lose more than 40.00% and up to all principal. The notes make no interest or dividend payments, are subject to the credit risk of the issuer and guarantor, and have an estimated value of not less than $850.00 per $1,000 principal amount when priced.

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Filing Explained

Final terms remain open, and resale liquidity is uncommitted because J.P. Morgan Securities LLC is not required to buy the notes.

This filing presents preliminary terms for the notes; because it says a later pricing supplement can amend, supersede, and replace it, the disclosed terms are not yet final.

The issuer is finance subsidiary JPMorgan Chase Financial Company LLC; the filing says it has limited assets and that payments depend on the credit of both the issuer and JPMorgan Chase & Co. as guarantor.

For a resale, J.P. Morgan Securities LLC intends to offer to purchase the notes but is not required to do so, so a secondary-market price or sale may not be available.

The August 27, 2026 pricing date and the subsequent pricing supplement are the stated points at which the final terms, including the actual upside leverage factor, will be set.

Offering size 60.5m Uncapped Accelerated Barrier Notes Principal amount of notes linked to the MerQube US Large-Cap Vol Advantage Index
Minimum denomination $1,000 Minimum principal amount per note
Upside Leverage Factor At least 3.00 Multiplier applied to positive Index Return when Final Value exceeds Initial Value
Barrier Amount 60.00% of Initial Value Level below which principal is exposed one-for-one to Index losses at maturity
Index fee 6.0% per annum Deduction reflected daily in the level of the MerQube US Large-Cap Vol Advantage Index
Estimated value floor $850.00 per $1,000 note Estimated value when terms are set will not be less than this amount
Pricing Date August 27, 2026 Date on which the terms of the notes are set
Maturity Date September 17, 2031 Date on which payment at maturity is made
Barrier Amount financial
"If the Final Value is less than the Barrier Amount, your payment at maturity..."
Upside Leverage Factor financial
"Upside Leverage Factor: At least 3.00*"
excess return index financial
"The Index is an excess return index that does not reflect “total returns.”"
volatility drag financial
"The Index may be adversely affected by a “volatility drag” effect."
internal funding rate financial
"The estimated value of the notes is determined by reference to an internal funding rate."
unfunded rolling position financial
"exposure to an unfunded rolling position in E-Mini S&P 500 futures"
Offering Type shelf

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FAQ

What are the key terms of the AMJB notes linked to the MerQube US Large-Cap Vol Advantage Index?

The notes have a minimum denomination of $1,000, an Upside Leverage Factor of at least 3.00, a 60.00% Barrier Amount, and mature on September 17, 2031. They offer leveraged upside and conditional principal protection at maturity.

How is the MerQube US Large-Cap Vol Advantage Index used in the AMJB structured notes?

The Index provides rules-based exposure to E‑Mini S&P 500 futures with exposure ranging from 0% to 500% and includes a 6.0% per annum daily deduction. The notes’ payoff at maturity depends on the Index’s Initial Value, Final Value and Barrier Amount.

What happens at maturity of the AMJB notes if the Index finishes above or below the Barrier Amount?

If the Final Value exceeds the Initial Value, investors receive $1,000 plus leveraged gains. If the Final Value is between the Initial Value and the 60.00% Barrier Amount, investors receive $1,000. Below the Barrier Amount, repayment equals $1,000 plus Index Return, with potential full principal loss.

What are the main risks of investing in the AMJB MerQube US Large-Cap Vol Advantage Index notes?

Key risks include loss of principal, including potentially all principal, no interest or dividends, credit risk of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co., Index leverage up to 500%, and the Index’s 6.0% annual fee reducing performance.

What is the estimated value and pricing timeline for the AMJB structured notes?

The estimated value, when terms are set, will be not less than $850.00 per $1,000 principal amount. The Pricing Date is August 27, 2026, the Observation Date is September 12, 2031, and the Maturity Date is September 17, 2031.

Does the AMJB note offer liquidity or secondary market support?

J.P. Morgan Securities LLC intends but is not obligated to make a secondary market. Any purchase price may be significantly below $1,000 principal, and the notes may be illiquid, exposing investors to pricing and exit risk before maturity.

The following is a summary of the terms of the notes offered by the preliminary pricing supplement hyperlinked below. Index Overview The MerQube US Large - Cap Vol Advantage Index (the “Index”) attempts to provide a dynamic rules - based exposure to an unfunded rol ling position in E - Mini ® S&P 500 ® futures (the “Futures Contracts”), which reference the S&P 500 ® Index (the “Constituent”), while targeting a level of implied volatility, with a maximum exposure to the Futures Contracts of 500% and a minimum exposure to the Futures Contrac ts of 0%. The Index is subject to a 6.0% per annum daily deduction. The Constituent consists of stocks of 500 companies selected to pr ovi de a performance benchmark for the U.S. equity markets. Summary of Terms Issuer: JPMorgan Chase Financial Company LLC Guarantor: JPMorgan Chase & Co. Minimum Denomination: $1,000 Index (Index Ticker): The MerQube US Large - Cap Vol Advantage Index (Bloomberg ticker: MQUSLVA). The level of the Index reflects a deduction of 6.0% per annum that accrues daily. Pricing Date: August 27, 2026 Observation Date: September 12, 2031 Maturity Date: September 17, 2031 Upside Leverage Factor: At least 3.00* Barrier Amount: 60.00% of the Initial Value Payment at Maturity: If the Final Value is greater than the Initial Value, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 î Index Return î Upside Leverage Factor) If the Final Value is equal to the Initial Value or is less than the Initial Value but greater than or equal to the Barrier Amount, you will receive the principal amount of your notes at maturity. If the Final Value is less than the Barrier Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 î Index Return) If the Final Value is less than the Barrier Amount, you will lose more than 40.00% of your principal amount at maturity and could lose all of your principal amount at maturity. CUSIP: 46661K3B2 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/46661K3B2/doctype/Product_Termsheet/document.pdf Estimated Value: The estimated value of the notes, when the terms of the notes are set, will not be less than $850.00 per $1,000 principal amount note. For information about the estimated value of the notes, which likely will be lower than the price you paid for the notes, please see the hyperlink above. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and t he credit risk of JPMorgan Chase & Co., as guarantor of the notes. The “total return” as used above is the number, expressed as a percentage, that results from comparing the payment at maturit y p er $1,000 principal amount note to $1,000. Investing in the notes linked to the Index involves a number of risks. See "Selected Risks" on page 2 of this document, "Risk Factors" in the prospectus supplement and the relevant product supplement and underlying supplement and "Selected Risk Considerations" in the relevant pricing supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes o r p assed upon the accuracy or the adequacy of this document or the relevant product supplement, underlying supplement, prospectus supp lem ent and prospectus. Any representation to the contrary is a criminal offense. J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com 60.5m Uncapped Accelerated Barrier Notes linked to the MerQube US Large - Cap Vol Advantage Index H North America Structured Investments Registration Statement Nos. 333 - 293684 and 333 - 293684 - 01 Dated July 29, 2026 Rule 424(b)(3) Terms supplement to the prospectus dated April 17, 2026, the prospectus supplement dated April 17, 2026, the product suppleme nt no. 3 - I dated April 17, 2026 and the underlying supplement no. 5 - I dated April 17, 2026 Hypothetical Total Returns** Total Return on the Notes Index Return Final Value 195.00% 65.00% 165.00 120.00% 40.00% 140.00 60.00% 20.00% 120.00 30.00% 10.00% 110.00 15.00% 5.00% 105.00 3.00% 1.00% 101.00 0.00% 0.00% 100.00 0.00% - 5.00% 95.00 0.00% - 10.00% 90.00 0.00% - 20.00% 80.00 0.00% - 30.00% 70.00 0.00% - 40.00% 60.00 - 40.01% - 40.01% 59.99 - 50.00% - 50.00% 50.00 - 60.00% - 60.00% 40.00 - 80.00% - 80.00% 20.00 - 100.00% - 100.00% 0.00 * The actual Upside Leverage Factor will be provided in the pricing supplement and will not be less than 3.00. ** Reflects an Upside Leverage Factor equal to the minimum Upside Leverage Factor set forth herein for illustrative purposes. The hypothetical returns shown above apply only at maturity. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns shown above would likely be lower.

 
 

J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com Selected Risks Risks Relating to the Notes Generally • Your investment in the notes may result in a loss. The notes do not guarantee any return of principal. • The level of the Index will include a 6.0% per annum daily deduction. • Any payment on the notes is subject to the credit risks of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. Therefore the value of the notes prior to maturity will be subject to changes in the market’s view of the creditworthiness of JPMorgan Chase Financial Company LLC or JPMorgan Chase & Co. • As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent activities and has limited assets. • The benefit provided by the Barrier Amount may terminate on the Observation Date. • No interest payments, dividend payments or voting rights. • Lack of liquidity: J.P. Morgan Securities LLC (who we refer to as JPMS) intends to offer to purchase the notes in the secondary market but is not required to do so. The price, if any, at which JPMS will be willing to purchase notes from you in the secondary market, if at all, may result in a significant loss of your principal. • The tax consequences of the notes may be uncertain. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes. Risks Relating to Conflicts of Interest • Potential conflicts: We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations under the notes, and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set. It is possible that such hedging or other trading activities of J.P. Morgan or its affiliates could result in substantial returns for J.P. Morgan and its affiliates while the value of the notes declines. • Our affiliate, JPMS, worked with MerQube (the “Index Sponsor”) in developing the guidelines and policies governing the composition and calculation of the Index. Selected Risks (continued) Risks Relating to the Estimated Value and Secondary Market Prices of the Notes • The estimated value of the notes will be lower than the original issue price (price to public) of the notes. • The estimated value of the notes does not represent future values and may differ from others’ estimates. • The estimated value of the notes is determined by reference to an internal funding rate. • The value of the notes, which may be reflected in customer account statements, may be higher than the then - current estimated value of the notes for a limited time period. Risks Relating to the Index • JPMorgan Chase & Co. is currently one of the companies that make up the S&P 500 ® Index. • The Index Sponsor may adjust the Index in a way that affects its level, and the Index Sponsor has no obligation to consider your interests. • The Index may not be successful or outperform any alternative strategy. • The Index may not approximate its target volatility. • The Index is subject to risks associated with the use of significant leverage. • The Index may be adversely affected by a “volatility drag” effect. • The Index may be significantly uninvested. • The Index may be adversely affected if later futures contracts have higher prices than an expiring futures contract included in the Index. • The Index is an excess return index that does not reflect “total returns.” • Concentration risks associated with the Index may adversely affect the value of your notes. • The Index is subject to significant risks associated with futures contracts, including volatility. • Suspension or disruptions of market trading in futures contracts may adversely affect the value of your notes. • The official settlement price and intraday trading prices of the relevant futures contracts may not be readily available. • Changes in the margin requirements for the futures contracts included in the Index may adversely affect the value of the notes. • The Index was established on February 11, 2022 and may perform in unanticipated ways. Additional Information Any information relating to performance contained in these materials is illustrative and no assurance is given that any indic ati ve returns, performance or results, whether historical or hypothetical, will be achieved. These terms are subject to change, and J.P. Morgan undertakes no duty to update this information. This document shall be amended, s upe rseded and replaced in its entirety by a subsequent preliminary pricing supplement and/or pricing supplement, and the documents referred to therein. In the event any inconsistency between the information pres ent ed herein and any such preliminary pricing supplement and/or pricing supplement, such preliminary pricing supplement and/or pricing supplement shall govern. Past performance, and especially hypothetical back - tested performance, is not indicative of future results. Actual performance m ay vary significantly from past performance or any hypothetical back - tested performance. This type of information has inherent limitations and you should carefully consider these limitations before placing reliance on such information. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion o f U .S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan Cha se & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax - related penalties. Investment suitability must be determined individually for each investor, and the financial instruments described herein may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisers as to the se matters. This material is not a product of J.P. Morgan Research Departments. North America Structured Investments The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable prod uct supplement and underlying supplement and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information. 60.5m Uncapped Accelerated Barrier Notes linked to the MerQube US Large - Cap Vol Advantage Index