[424B2] JPMORGAN CHASE & CO Prospectus Supplement
JPMorgan Chase Financial Company LLC priced a primary offering of $500,000 principal amount of Contingent Interest Notes linked to the least performing of the Nasdaq-100® Technology Sector, the S&P 500® and the Russell 2000®, due May 28, 2031.
The notes pay contingent monthly interest equal to 8.75% per annum (monthly amount $7.2917 per $1,000) on a Review Date only if each Index is at or above an Interest Barrier equal to 80.00% of its Initial Value. The notes are unsecured obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Settlement is expected on or about May 28, 2026.
Positive
- None.
Negative
- None.
Insights
These are principal‑at‑risk notes paying contingent coupons if all three indices meet monthly barriers.
The notes link payments to the least performing of three indices with an Interest Barrier at 80.00% and a Trigger Value at 70.00%. Contingent Interest equals 8.75% per annum but is paid only when all three Index levels meet monthly barrier tests on Review Dates. Payment at maturity uses the Least Performing Index Return if any Index finishes below its Trigger Value.
Key dependencies include index volatility, correlation across the three indices, and issuer credit. Secondary market liquidity is limited and the estimated value ($979.10 per $1,000) is below the issue price due to embedded costs; pricing and repurchase behavior are described in the supplement.
Tax treatment is uncertain; issuer treats notes as prepaid forwards with contingent coupons.
JPMorgan intends to treat the notes as prepaid forward contracts with associated contingent coupons, with Contingent Interest Payments characterized as ordinary income. Special tax counsel notes alternative treatments could be reasonable and that Treasury/IRS guidance may affect timing and character of income, potentially with retroactive effect.
Non-U.S. withholding risk is highlighted: withholding may apply to Contingent Interest Payments and Section 871(m) determinations were made by issuer counsel but are not binding on the IRS. Consult a tax adviser for individual circumstances.