JPMORGAN CHASE & CO SEC Filings

JPMorgan Chase Financial Company LLC filed a preliminary pricing supplement for Auto Callable Accelerated Barrier Notes linked to the least performing of Salesforce (CRM), Broadcom (AVGO) and AMD (AMD), due October 20, 2028, fully and unconditionally guaranteed by JPMorgan Chase & Co.

The notes may be automatically called on October 23, 2026 if each stock’s closing price is at or above its 100% Call Value, returning $1,000 plus a Call Premium Amount of at least $936.50 per $1,000 note. If not called, at maturity investors receive an uncapped 2.00x return on the least performing stock’s gain; par is returned if each final value is at or above the 60.00% Barrier Amount of its initial value. If any final value is below its barrier, repayment is reduced one-for-one with the least performer and could be zero.

The notes pay no interest and offer no dividends. They are unsecured obligations of JPMorgan Chase Financial and subject to the credit risk of both the issuer and guarantor. The preliminary estimated value is approximately $946.60 per $1,000 note; the final estimated value will be provided at pricing and will not be less than $920.00. Minimum denominations are $1,000. Sales are to fee-based advisory accounts; dealers may receive a $8 per $1,000 structuring fee.

JPMorgan Chase Financial Company LLC is offering Auto Callable Contingent Interest Notes linked to Freeport‑McMoRan common stock. The notes pay a $12.825 Contingent Interest Payment per $1,000 note for any Review Date when FCX is at or above the Interest Barrier of $32.1375 (75.00% of the $42.85 Stock Strike Price). The notes are automatically called if FCX closes at or above the Stock Strike Price on any Review Date before maturity; the earliest possible call date is November 10, 2025.

If not called and a Trigger Event occurs (Final Stock Price below the $32.1375 Trigger Level), repayment of principal is reduced by 1.33333% for each 1% FCX declines beyond 25.00%, which can result in substantial loss of principal. Denominations are $10,000 minimum and integral multiples of $1,000. Total offering size is $24,000,000 (price to public), with $24,000 in fees and $23,976,000 in proceeds to the issuer. The estimated value was $988.30 per $1,000 note. The notes are unsecured obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co.

Phebe N. Novakovic, a director of JPMorgan Chase & Co., acquired 118.8853 shares of the company's common stock on 09/30/2025 at a price of $315.43 per share. After the reported transaction she beneficially owned 12,119.7681 shares, and an additional 45 shares are reported as indirectly owned by her spouse. The filing explains the shares represent a deferral of a quarterly director retainer payable in common stock upon termination of service as a director.

Hobson Mellody L, a director of JPMorgan Chase & Co, reported acquiring 134.7367 shares of Common Stock on 09/30/2025 at a price of $315.43 per share. After this reported acquisition, she beneficially owns 28,284.2692 shares directly and 124,155 shares indirectly through The GWL Living Trust. The filing notes the shares represent a deferral of a quarterly director retainer that will be paid in common stock following termination of her service as a director. The Form 4 was signed under power of attorney by Holly Youngwood on 10/01/2025.

Stephen B. Burke, a director of JPMORGAN CHASE & CO, reported a transaction dated 09/30/2025 on Form 4 showing a non-derivative acquisition of 178.328 shares of common stock at a price of $315.43 per share. Following the reported transaction, Mr. Burke beneficially owns 184,880.6865 shares directly and an additional 75,000 shares indirectly through a GRAT. The filing notes the shares stem from a deferral of a quarterly director retainer, with the retainer payable in common stock following termination of director service. The form is signed under power of attorney on 10/01/2025.

JPMorgan Chase Financial Company LLC is offering auto-callable contingent interest notes linked to the MerQube US Large-Cap Vol Advantage Index, fully guaranteed by JPMorgan Chase & Co. The notes mature on September 24, 2030 with automatic-call possible beginning March 19, 2026. Contingent interest accrues monthly at a rate of at least 10.00% per annum (≥ $8.3333 per $1,000 per month) but is paid only on Review Dates when the Index is ≥ 50% of its Initial Value. The Index incorporates a 6.0% per annum daily deduction, which materially drags performance. The issuer estimates an indicative value of approximately $939.90 per $1,000 and will not price below $900.00 per $1,000. Investors bear credit risk of both JPMorgan Financial and JPMorgan Chase & Co. and may lose more than 50% or all principal if the Final Value is below the Trigger Value.

JPMorgan Chase Financial Company LLC is offering uncapped accelerated barrier notes linked to the lesser performing of the iShares MSCI EAFE ETF (EFA) and the EURO STOXX 50 Index (SX5E), expected to price on or about September 18, 2025 and to settle on or about September 23, 2025, with maturity on or about September 23, 2030. The notes provide an Upside Leverage Factor of at least 2.2275 on the lesser performing underlying if both underlyings finish above their initial values. Each underlying has a Barrier Amount of 70.00% of its initial value; if either underlying closes below that barrier on the observation date, investors suffer a pro rata loss of principal and could lose more than 30% or all principal. The notes are unsecured obligations of JPMorgan Financial and fully guaranteed by JPMorgan Chase & Co., exposing investors to the issuer and guarantor credit risk. The estimated value at issuance would be no less than $950.00 per $1,000 note and an illustrative estimated value if priced today was about $970.00 per $1,000 note. The notes pay no interest or dividends, are not FDIC insured and are not listed for trading.

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.

The securities pay a contingent quarterly payment (minimum $29.00 per security, equal to 2.90% of stated principal) only if the underlying stock's closing price on a determination date is at or above a defined downside threshold. The securities can be automatically redeemed early if a determination date meets the redemption condition, in which case holders receive the stated principal plus the contingent payment(s). If not redeemed and the final stock price is below the downside threshold, maturity payment equals the stated principal times the stock performance factor and can be less than 65% of principal or zero, so principal is not guaranteed. Investors do not participate in stock appreciation and will not receive dividends or voting rights. Key risks disclosed include issuer/guarantor credit risk of JPMorgan Financial and JPMorgan Chase & Co., limited anti-dilution protection, potential limited secondary market liquidity, hedging/conflict-of-interest effects, and uncertain U.S. federal tax treatment.