[424B8] JPMORGAN CHASE & CO SEC Filing
Rhea-AI Filing Summary
Product: JPMorgan Chase Financial Company LLC issued $1,055,000 of Auto Callable Contingent Interest Notes linked to a WTI crude oil futures contract, fully and unconditionally guaranteed by JPMorgan Chase & Co.
The notes pay a Contingent Interest Rate of 11.60% per annum (2.90% per quarter) only if the NYMEX Contract Price on each Review Date is >= the Interest Barrier (70.00% of the Strike Value). The Strike Value was $62.63 (Strike Date: 9/9/2025). Review Dates occur quarterly from December 16, 2025 to September 17, 2026. The notes may be automatically called if the Contract Price on an intermediate Review Date is >= the Strike Value, earliest possible call date March 17, 2026. Maturity is September 22, 2026.
If not called, maturity payment equals $1,000 plus contingent interest if Final Value >= Trigger Value (70% of Strike). If Final Value < Trigger, payment = $1,000 + ($1,000 * Contract Return) and investors can lose more than 30% or potentially all principal. The notes are unsecured, not FDIC-insured, issued in $1,000 denominations, priced 9/10/2025 with estimated value $977.50 per $1,000 and price to public $1,000 per note.
Positive
- Contingent Interest Rate of 11.60% per annum (2.90% per quarter) if Commodity futures meet the Interest Barrier
- Automatic call feature can produce early cash return including accrued contingent interest (earliest call settlement date March 17, 2026)
- Full and unconditional guarantee by JPMorgan Chase & Co. backs payments, subject to credit risk and bankruptcy law
Negative
- Principal at risk: If Final Value < Trigger Value you can lose the percentage decline (could exceed 30% or all principal)
- Contingent interest may not be paid: Payments occur only when Contract Price ≥ Interest Barrier on Review Dates
- Estimated value below issue price: Estimated value $977.50 per $1,000 versus price to public $1,000, reflecting commissions and hedging costs
- Limited liquidity and secondary market risk: Notes are unlisted and JPMS may not be willing to buy at favorable prices
- Exposure to commodity and operational risks: High WTI futures volatility, margin or hedging disruptions and regulatory changes may adversely affect payments
Insights
TL;DR: High-yield contingent coupon tied to WTI futures with substantial principal risk and limited upside; suitability depends on oil view and credit tolerance.
The notes offer a relatively high contingent coupon (11.60% annualized) paid quarterly only if the referenced NYMEX futures price meets the Interest Barrier. The structure includes an early automatic call that can shorten duration and cap returns. The estimated value ($977.50) is below the public price ($1,000) reflecting embedded costs and dealer compensation. Secondary market liquidity is limited and prices will reflect issuer credit spreads, commodity volatility and model assumptions. This is a market-view product rather than a capital-preservation instrument.
TL;DR: Significant downside risk driven by commodity volatility and issuer credit exposure; investors may lose substantial principal.
The notes expose investors to: (1) downside from a Final Value below the Trigger Value where loss equals the negative Contract Return (potentially >30% or total loss); (2) credit risk of JPMorgan Financial and JPMorgan Chase & Co.; (3) operational risks such as commodity hedging disruption and possible acceleration; and (4) limited liquidity and secondary-market discounts. These risk factors materially affect expected recovery and mark-to-market valuation under stress scenarios.