JPMORGAN CHASE & CO SEC Filings

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering structured "Review Notes" linked to the least performing of the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, maturing in December 2028. Each note has a $1,000 denomination and may be automatically called on scheduled review dates starting in December 2026 if all three indices are at or above their initial levels, paying back $1,000 plus a call premium of at least 7.60%, 15.20% or 22.80% depending on the call date.

If the notes are not called, investors have a 20% downside buffer at maturity and can earn a capped return up to 20% based on the absolute decline of the worst-performing index within that buffer. If any index falls by more than 20%, principal is reduced 1% for each percentage point beyond the buffer, up to an 80% loss. The notes pay no interest or dividends and are unsecured, with an indicative estimated value of about $952.60 per $1,000 note, no lower than $900 when finalized.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto callable buffered equity notes linked to the TOPIX® Index. Each note has a $1,000 denomination and a term of about two years, with the potential for early redemption after roughly one year.

If, on the Review Date, the TOPIX closing level is at or above the Initial Index Level, the notes are automatically called and pay $1,000 plus a call premium of at least 12.81%. If not called and the Ending Index Level is at or above the Initial Index Level, investors receive $1,000 plus the greater of the actual Index Return or a Contingent Minimum Return of at least 25.62%, giving minimum repayment of $1,256.20 per $1,000 note under those conditions.

If the Ending Index Level is below the Initial Index Level but not by more than the 10.00% buffer, investors receive full principal back at maturity. Below that buffer, principal is lost at a Downside Leverage Factor of 1.11111 for each additional 1% decline, so substantial losses are possible. The notes pay no interest or dividends, are unsecured obligations subject to the credit risk of both issuers, and are expected to have an estimated value around $976.10 per $1,000 at pricing, not less than $960.00.

JPMorgan Chase Financial Company LLC is offering callable contingent interest notes linked to the worst performer of the Dow Jones Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index, maturing on June 24, 2027. The notes pay a monthly Contingent Interest Payment only if the closing level of each index on a Review Date is at or above 70.00% of its Initial Value, and they are callable at the issuer’s option on specified Interest Payment Dates starting March 24, 2026.

If the notes are not redeemed early and any index finishes below its 70.00% Trigger Value at maturity, investors lose 1% of principal for every 1% decline of the Least Performing Index and can lose their entire investment. A hypothetical Contingent Interest Rate of 10.40% per annum would produce up to $156.0000 in total interest per $1,000 note if all 18 payments are made. The estimated value is expected to be below the $1,000 price, with an example of $979.30 and a minimum of $900.00 per $1,000 note, reflecting selling costs and hedging.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto-callable “Review Notes” linked to the MerQube US Tech+ Vol Advantage Index, maturing on December 24, 2030. The notes may be called as early as December 24, 2026 if the Index closes at or above the Call Value, paying $1,000 plus a call premium that starts at 18.20% of principal and can reach at least 91.00% by the final Review Date.

The structure includes a 15.00% downside buffer, but investors can lose up to 85.00% of principal at maturity if the Index falls beyond that buffer and the notes are not called. The Index embeds a 6.0% per annum daily deduction and a daily notional financing cost on its QQQ Fund exposure, which drag on performance and cause it to trail a similar index without such charges. The notes pay no interest or dividends, are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., and had an indicative estimated value of about $904.80 per $1,000 note on the trade-date assumption.

JPMorgan Chase Financial Company LLC is offering $1,274,000 of auto callable contingent interest notes linked to the common stock of Freeport-McMoRan Inc., fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay a quarterly contingent coupon of $35.00 per $1,000 principal (a 14.00% per annum rate) for any Review Date on which the Freeport-McMoRan share price is at or above 60.00% of the Initial Value of $44.80, an Interest Barrier of $26.88.

The notes may be automatically called as early as June 9, 2026 if the stock closes at or above the Initial Value on a non-initial, non-final Review Date, returning $1,000 plus the applicable coupon per note. If not called and the final stock price is below the 60.00% Trigger Value, principal is reduced one-for-one with the stock loss, and investors can lose more than 40% or even all of their investment. The estimated value is $970.70 per $1,000 note, below the $1,000 issue price, and the notes are unsecured, subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co., with no listing or dividend rights on the underlying stock.

JPMorgan Chase Financial Company LLC is offering unsecured, unsubordinated Uncapped Digital Barrier Notes linked to the lesser performance of the S&P 500 Index and the Russell 2000 Index, fully and unconditionally guaranteed by JPMorgan Chase & Co.

The notes offer uncapped upside at maturity based on the weaker index, with a contingent digital return of at least 45.50% if both final index levels are at or above their initial values, and return of principal if either index is below its initial level but both stay at or above 75% barrier levels. If either index ends below its barrier, repayment is reduced one-for-one with the decline in the lesser-performing index, so investors can lose more than 25% and up to all principal. The preliminary estimated value is $976.70 per $1,000 note, and the final estimated value will not be less than $950 per $1,000. The notes pay no interest, provide no index dividends, will not be listed, and are intended for buy-and-hold investors able to accept issuer, guarantor and market risks through the January 4, 2030 maturity.

JPMorgan Chase & Co. is offering callable fixed rate notes due June 23, 2034. The notes pay interest at a fixed rate of 4.55% per annum, with payments made in arrears each year on December 23 from 2026 through 2033 and on the maturity date. At maturity, if the notes have not been called and are still outstanding, investors receive the principal amount plus any accrued and unpaid interest.

Starting December 23, 2027, and then on the 23rd of March, June, September and December through March 23, 2034, the issuer may redeem all, but not part, of the notes at par plus accrued interest. The price to the public is generally $1,000 per $1,000 principal amount, and for certain institutional or fee-based accounts may range from $980.10 to $1,000, with selling commissions generally around $17 and capped at $35 per $1,000. The notes carry significant risk, including that in a resolution scenario unsecured noteholders could face losses after priority and secured creditors are paid.

JPMorgan Chase Financial Company LLC is offering floating rate notes due December 17, 2032, fully and unconditionally guaranteed by JPMorgan Chase & Co. At maturity, investors receive the principal plus any accrued and unpaid interest.

Interest is paid quarterly in arrears each March, June, September and December, beginning March 19, 2026. For each interest period, the rate equals a Benchmark Rate based on Compounded SOFR for the relevant observation period plus a spread of 0.55% per year, with a minimum interest rate of 1.00% per year, calculated on a 30/360 day-count basis.

The notes use detailed benchmark transition provisions so a Benchmark Replacement can be applied if SOFR or the then-current Benchmark Rate becomes unavailable. Key risks highlighted include limited market precedent for Compounded SOFR structures, potential volatility in SOFR, uncertainty of future interest amounts until shortly before each payment date, possible benchmark transition impacts, conflicts of interest because an affiliate acts as calculation agent, and limited suitability as short-term trading instruments.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto callable contingent interest notes linked to the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index, maturing on December 20, 2028. The notes pay a quarterly contingent interest of at least 7.90% per annum (at least $19.75 per $1,000) only if on a Review Date the closing level of each index is at or above 70% of its Initial Value.

The notes may be automatically called starting December 15, 2026 if, on certain Review Dates, each index is at or above its Initial Value, returning $1,000 plus the applicable interest, with no further payments. If held to maturity and any index finishes below 60% of its Initial Value, investors lose 1% of principal for each 1% decline in the least performing index and can lose their entire investment.

The notes are unsecured, unsubordinated obligations, not bank deposits and not FDIC insured. An example estimated value is $972.60 per $1,000 principal amount, and the issuer states the final estimated value will not be less than $940.00 per $1,000, reflecting selling commissions, hedging costs and issuer funding assumptions.