JPMORGAN CHASE & CO SEC Filings

JPMorgan Chase Financial Company LLC is issuing $7,967,000 of callable contingent interest notes linked to the least performing of the Nasdaq-100 Index, the SPDR S&P Regional Banking ETF and the VanEck Semiconductor ETF, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay a contingent interest rate of 15.10% per year (1.25833% per month) only when, on a Review Date, each underlying is at or above 70% of its Initial Value; if any falls below that level, no interest is paid for that period.

The notes may be redeemed early at the issuer’s option on specified interest payment dates starting July 14, 2026. If held to December 14, 2027 and not redeemed early, full principal is repaid only if each underlying finishes at or above 60% of its Initial Value; otherwise, repayment is reduced in line with the decline of the worst performer, and investors can lose more than 40% or even all of their principal. The notes are unsecured, not FDIC insured, not listed on an exchange, have an estimated value of $974.40 per $1,000 at pricing and do not provide dividends from the underlying index or ETFs.

JPMorgan Chase Financial Company LLC is issuing $2,035,000 of Auto Callable Accelerated Barrier Notes linked to the MerQube US Tech+ Vol Advantage Index, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are sold in $1,000 denominations at $1,000 per note, with underwriting fees of $20 per note and issuer proceeds of $980 per note.

The notes can be automatically called as early as April 14, 2027 if the index closes at or above the Call Value, paying back $1,000 plus a call premium that starts at $294.6825 and can reach $759.0873 per note by the final review date. If held to maturity in January 2033 and not called, investors get 3.00 times any positive index return, full principal back if the index stays at or above 50% of its initial level, and one-for-one losses below that barrier, which can mean losing all principal.

The underlying index applies a 6.0% per annum daily deduction and a notional financing cost on the QQQ Fund, which drags on performance and causes the index to trail a comparable index without these charges. The notes are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., are not FDIC insured, pay no interest or dividends, and have an estimated value of $914.30 per $1,000, below the issue price due to selling, structuring and hedging costs.

JPMorgan Chase & Co. is offering callable fixed rate notes maturing on January 28, 2056. The notes pay fixed interest of 5.75% per year, with interest paid annually on January 30, starting January 30, 2027, and on the maturity date. Each note has a principal amount of $1,000, and at maturity investors are scheduled to receive back principal plus any accrued and unpaid interest, as long as the notes have not been called.

Beginning January 30, 2028, and every January 30 and July 30 through July 30, 2055, JPMorgan may redeem the notes in whole at par plus accrued interest. The notes are unsecured obligations of JPMorgan Chase & Co. and are structurally subordinated to liabilities of its subsidiaries. The disclosure explains that, under JPMorgan’s preferred “single point of entry” resolution strategy and potential FDIC Title II resolution, holders of these notes could face losses and may not recover all principal and interest in a failure scenario. The notes are not bank deposits or FDIC insured and involve significant risks highlighted in the referenced risk factor sections.

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering auto callable contingent buffered return enhanced notes linked to the Nasdaq-100 Index®. These notes are designed to pay a fixed return if called early and leveraged exposure to index gains if held to maturity.

On the January 22, 2027 review date, if the index closing level is at or above the strike level, the notes are automatically called and pay $1,000 plus a call premium of at least 12.50% per note on the call settlement date. If not called and held to the January 13, 2028 maturity, investors earn upside at an Upside Leverage Factor of at least 1.50 when the index finishes above the strike. If the index is down by up to 20.00%, principal is returned; if it falls by more than 20.00%, losses mirror the index decline beyond that level.

This preliminary supplement indicates an estimated value of about $979.50 per $1,000 note today, with a final estimated value not less than $960.00, reflecting selling commissions, structuring, and hedging costs. The notes are unsecured obligations, not bank deposits or FDIC insured, and carry market, liquidity, credit, valuation, and tax risks, including potential implications under Section 871(m) for non-U.S. investors.

JPMorgan Chase Financial Company LLC is offering $13,109,000 of Contingent Income Auto-Callable Securities due January 13, 2028, fully and unconditionally guaranteed by JPMorgan Chase & Co.

The notes are linked to the worst performing of the Russell 2000, S&P 500 and Nasdaq-100 indexes and pay a contingent quarterly coupon of $21.875 per $1,000 (2.1875%) only if each index closes at or above 75% of its initial level on the relevant determination date.

If on any non-final determination date all three indexes are at or above their initial levels, the notes auto-call for $1,000 plus the coupon. At maturity, if not called and each index is at or above its 75% downside threshold, investors receive $1,000 plus the final coupon; otherwise repayment of principal is reduced 1-to-1 with the worst index and can fall to zero.

The issue price is $1,000 per note, with an estimated value on the pricing date of $964, reflecting selling commissions, a structuring fee, and hedging costs. The securities are unsecured, not FDIC insured, will not be listed on an exchange, and are intended for buy-and-hold investors willing to accept full principal risk.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., plans to issue Uncapped Dual Directional Buffered Return Enhanced Notes linked to the S&P 500® Futures Excess Return Index, maturing on January 24, 2031. Each note has a $1,000 minimum denomination and offers at least 1.95 times any positive index return at maturity, with no upside cap when the index rises.

If the index is flat or down by up to the 20% buffer, holders receive an unleveraged positive return equal to the absolute index move, capped at a 20% gain, or $1,200 per $1,000 note. If the index falls by more than 20%, principal is exposed to leveraged losses at a 1.25 downside factor, so a large decline can lead to substantial or total loss of principal. The notes pay no interest, are unsecured obligations not listed on an exchange, and their value is subject to the credit risk of JPMorgan Chase Financial and JPMorgan Chase & Co. The preliminary estimated value is about $985.30 per $1,000 note and will not be less than $950.00 when finalized.

JPMorgan Chase Financial Company LLC is issuing $3,781,000 of unsecured Review Notes linked to the MerQube US Tech+ Vol Advantage Index, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes may be automatically called as early as April 14, 2027 if the Index closes at or above the Call Value, paying $1,000 plus a call premium that grows over time at a 20% Call Premium Rate.

If not called, the notes mature on January 13, 2033. Holders receive full principal at maturity only if the Final Index Value is at or above the Barrier Amount, set at 60% of the Initial Value of 12,440.65. If the Final Value is below the barrier, repayment is $1,000 plus $1,000 times the Index Return, so investors can lose more than 40% and up to all principal.

The Index embeds a 6.0% per annum daily deduction and a notional financing cost on the QQQ Fund, which drag on performance and cause the Index to trail a similar index without such charges. The price to public is $1,000 per note, including $20.00 in fees and commissions, while the estimated value at pricing was $915.00, reflecting selling costs, hedging costs and JPMorgan’s internal funding rate. The notes pay no interest, do not provide dividends and will not be listed, and their value is subject to the credit risk of both the issuer and the guarantor.

JPMorgan Financial is offering unsecured, dual directional structured notes linked to the lesser performance of the Russell 2000® and S&P 500® indexes, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes mature in January 2028 and pay no interest or dividends.

At maturity, if both indexes rise, holders receive the principal plus at least 1.25x the gain of the worse-performing index. If either index is flat or down by up to the 10% buffer, investors receive the principal plus the absolute value of that loss, capped at a 10% positive return. If either index falls by more than 10%, investors lose 1% of principal for every 1% additional decline, up to a 90% loss.

The notes are not listed, so liquidity depends on JPMS making a market. They carry the credit risk of both JPMorgan Financial and JPMorgan Chase & Co. The estimated value is indicated around $983.60 per $1,000 principal (and will not be less than $900), reflecting embedded costs and hedging. The tax treatment is complex and may be affected by future IRS guidance.

JPMorgan Chase Financial Company LLC is offering auto callable contingent interest notes linked separately to Caterpillar, NVIDIA and Walmart stock, maturing in January 2029 and fully guaranteed by JPMorgan Chase & Co. The notes target high coupons, with a Contingent Interest Rate of at least 19.05% per annum, paid only when each stock closes at or above 70% of its initial value on a Review Date, and missed interest can be paid later if barriers are met.

The notes may be automatically called as early as July 20, 2026 if each stock is at or above its initial value, returning principal plus due interest but ending future payments. If held to maturity and any stock finishes below its Trigger Value, repayment is reduced in line with the worst-performing stock and investors can lose a significant portion or all of their principal. If the notes priced on the example date, the estimated value would be about $976.70 per $1,000 note and will not be less than $900.00, reflecting selling commissions, hedging costs and issuer funding assumptions. Investors also face issuer and guarantor credit risk, no dividends, limited liquidity and complex, evolving tax treatment.