JPMORGAN CHASE & CO SEC Filings

JPMorgan Chase Financial Company LLC is offering structured “Review Notes” linked separately to the Nasdaq-100, Russell 2000 and S&P 500, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes run to January 26, 2029 and can be automatically called on scheduled Review Dates starting in January 2027 if each index closes at or above its Call Value, paying back $1,000 plus a Call Premium Amount that starts at a minimum of 14% of principal and can reach at least 42% on the final Review Date.

If the notes are not called and each index finishes at or above its 70% Barrier Amount, investors receive only their principal at maturity. If any index closes below its Barrier Amount on the final Review Date, the payout is reduced one-for-one with the decline of the Least Performing Index, and investors can lose all principal. The notes pay no interest or dividends, are unsecured obligations subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co., and will not be listed, so liquidity may be limited. The preliminary estimated value is about $977 per $1,000 note, and the final estimated value will not be less than $940 per $1,000.

JPMorgan Chase Financial Company LLC is offering auto callable contingent interest notes linked to the Class C common stock of Dell Technologies Inc., fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are scheduled to mature on January 25, 2028 and are issued in minimum denominations of $1,000.

The notes pay a Contingent Interest Payment on each Review Date only if Dell’s closing share price is at least 65.00% of the Initial Value, defined as the Interest Barrier. If the stock is below this barrier on a Review Date, no interest is paid for that period. Beginning April 20, 2026, the notes will be automatically called if Dell’s share price on a Review Date (other than the first, second and final) is at or above a preset Call Value, returning $1,000 plus that period’s contingent interest.

If the notes are not called, and Dell’s price on the final Review Date is at or above a specified Trigger Value, investors receive $1,000 plus the final contingent interest. If the final price is below the Trigger Value, repayment is reduced in line with the stock loss, so investors can lose a significant portion or all of their principal. The notes are unsecured obligations subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co. The estimated value is currently about $964.20 per $1,000, and will not be less than $930.00 per $1,000 when set, reflecting selling commissions, hedging costs and issuer funding assumptions.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering $3,220,000 of auto callable contingent interest notes linked separately to the Dow Jones Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index, maturing January 19, 2029.

The notes pay a contingent coupon at a rate of 10.50% per annum (0.875% per month) only if on a Review Date each index closes at or above 85% of its Initial Value, with unpaid coupons accruing if this condition is later met. Starting January 13, 2027, the notes are automatically called if on a Review Date (other than designated early and final dates) each index is at or above its Initial Value, returning $1,000 per note plus applicable coupons.

If the notes are not called and on the final Review Date any index finishes below 75% of its Initial Value, principal is reduced 1% for each 1% decline in the least performing index, which can result in a substantial or total loss of principal. The price to public is $1,000 per note, including $2.50 in selling commissions, while the estimated value at pricing was $979.20 per $1,000.

JPMorgan Chase Financial Company LLC is offering contingent interest notes linked to the Class A common stock of Palantir Technologies Inc., fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are designed to pay a contingent coupon of at least 10.45% per annum (about 0.87083% per month) for each review date where Palantir’s closing share price is at or above 70% of its initial value, but they may pay no interest at all.

At maturity on February 2, 2027, investors receive full principal only if Palantir’s final share price is at or above the 70% buffer threshold; below that level, principal is reduced so losses can reach up to 70% of the amount invested. The notes do not provide any participation in stock gains, pay no dividends, are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, and are subject to the credit risk of both the issuer and JPMorgan Chase & Co. The estimated value, as illustrated, is below the $1,000 price to the public because it reflects internal funding and hedging costs.

J.P. Morgan’s Kronos+^SM Index is a rules-based strategy that toggles between uninvested, fully invested, or 2x leveraged exposure to the S&P 500^® Price Index. It is built around three effects: turn-of-the-month strength, price momentum around index options expiry, and mean reversion at month-end.

The Index, established on December 22, 2020, does not include dividends and is reduced by a 0.95% per annum index fee and, at times, a notional financing cost tied to the Effective Federal Funds Rate. Historical and hypothetical backtested data from December 2015 through December 2025 are presented, including annual and monthly returns, risk measures such as 10-year annualized volatility, and Sharpe ratios compared with the S&P 500 Price Index.

The document highlights numerous risks, including strategy-specific risks for the turn-of-month, option expiry momentum, and mean reversion components, the possibility that the Index may be uninvested, the impact of index fees and financing costs, limited operating history, and the fact that performance and backtested results are not indicative of future outcomes. It emphasizes that notes linked to the Index may not be suitable for all investors.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering equity-linked Review Notes tied separately to the Russell 2000 Index, the S&P 500 Equal Weight Index and the EURO STOXX 50 Index, maturing January 17, 2030. The notes can be automatically called as early as January 19, 2027 if each index is at or above its specified Call Value, paying back $1,000 plus a stepped Call Premium of at least 10% on the first Review Date, rising in steps to at least 40% on the final Review Date.

If the notes are never called and on the final Review Date any index closes below its 70% Barrier Amount, the payoff is $1,000 plus $1,000 times the return of the Least Performing Index, so investors lose more than 30% of principal and could lose it all. The notes pay no interest, provide no dividends, are unsecured obligations, and are subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co. Indicative estimated value is approximately $961 per $1,000 note and will not be less than $930 per $1,000 at pricing, reflecting selling commissions, hedging costs and issuer funding assumptions.

JPMorgan Chase & Co. is offering callable fixed to floating rate notes due January 30, 2046. The notes pay a fixed interest rate of 11.00% per annum from issuance on January 30, 2026 through January 30, 2028, with interest paid quarterly on January 30, April 30, July 30 and October 30.

After January 30, 2028, interest becomes floating and is reset each period at (7.00% minus the Benchmark Rate) × 1.50, subject to a minimum of 0.00% per year. The Benchmark Rate is initially Compounded SOFR and may be replaced following a Benchmark Transition Event under specified procedures.

The issuer may call the notes in whole at par plus accrued interest on each quarterly redemption date from January 30, 2028 through October 30, 2045. The notes are unsecured obligations of JPMorgan Chase & Co., rank behind creditors of its subsidiaries in a resolution scenario, may be volatile due to SOFR behavior, are not designed for short-term trading and are expected to be treated as contingent payment debt instruments for U.S. federal income tax purposes, requiring investors to accrue original issue discount for tax.

JPMorgan Chase & Co. provides a January 2026 performance update for the S&P Global 100 PR 5% Daily Risk Control 0.5% Deduction Index (USD) ER. This index gives exposure to the S&P Global 100 Index while targeting 5% annualized volatility and deducting both a 0.50% per year fee and a notional financing cost based on the Effective Federal Funds Rate, calculated daily.

The index is calculated on an excess return basis and was established on September 18, 2023, with levels published under ticker SPGLR5TE. The filing shows hypothetical and actual historical returns and volatility from December 2015 through December 2025 and compares them to two hypothetical 30/70 stock‑bond portfolios. For the index, the 10‑year annualized return is 2.32% with 10‑year annualized volatility of 4.27%, implying a Sharpe Ratio of 0.54 over that period.

The document stresses that backtested and past performance are not indicative of future results and highlights risks, including daily deductions, the possibility that the index may not match its 5% volatility target, may significantly reduce exposure to equities, and may fail to outperform the underlying S&P Global 100 Index or the comparison portfolios. It also notes that CDs linked to the index may not be suitable for all investors.

JPMorgan Chase & Co. is offering two types of senior unsecured notes under this prospectus supplement: fixed-to-floating rate notes and floating rate notes. Both are general obligations of the holding company and rank equally with its other unsecured, unsubordinated debt.

The fixed-to-floating notes pay a fixed interest rate for an initial period, then switch to a floating rate based on a benchmark expected to be Compounded SOFR plus a spread, with interest paid semi-annually during the fixed period and quarterly thereafter. The floating rate notes pay interest at a floating rate from issuance, also tied to Compounded SOFR plus a spread, with quarterly payments.

The notes may be redeemed at specified times and prices before maturity, have no sinking fund, will be issued only in book-entry form through DTC, and are not expected to be listed on any securities exchange. Net proceeds will be contributed to JPMorgan Chase Holdings LLC, which will use them for general corporate purposes, including funding subsidiaries, paying dividends, refinancing securities, and potential acquisitions or expansion.