JPMorgan offers 5-year notes with 50% downside barrier

JPMORGAN CHASE & CO (JPM), via JPMorgan Chase Financial Company LLC, is offering 5-year, index-linked review notes tied to the MerQube US Large-Cap Vol Advantage Index, with an initial one-year non-call period and a minimum denomination of $1,000.

Rhea-AI Filing Summary

JPMORGAN CHASE & CO (JPM), via JPMorgan Chase Financial Company LLC, is offering 5-year, index-linked review notes tied to the MerQube US Large-Cap Vol Advantage Index, with an initial one-year non-call period and a minimum denomination of $1,000.

The notes feature quarterly review dates after year one. If on any review date the index level is at least 100% of its initial value, the notes are automatically called and pay back principal plus a call premium of at least 20.900% at the first review date, increasing on later dates, up to at least 104.500% at the final review date.

If not called and the final index value is at least the Barrier Amount of 50% of the initial value, holders receive principal at maturity on September 18, 2031. If the final value is below the barrier, repayment equals $1,000 plus $1,000 times the index return, so investors can lose more than 50% and up to all principal. The underlying index embeds a 6.0% per annum daily deduction and can use leverage up to 500%. The estimated value at pricing will not be less than $870 per $1,000 note, and all payments are subject to the credit risk of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.

Filing Explained

As of August 25, the notes remain preliminary; the filing identifies no issuance of JPMorgan common shares or resulting ownership dilution.

The August 25 Form 424B3 presents preliminary terms for the notes, with a September 14, 2026 pricing date, and says those terms may be changed or replaced; it therefore does not disclose completed pricing or issuance.

The filing describes notes rather than an issuance of JPMorgan common shares, so it discloses no resulting change to existing common holders’ percentage ownership.

Key Figures

Minimum Denomination: $1,000 Barrier Amount: 50.00% of the Initial Value Index Deduction: 6.0% per annum +5 more

8 metrics

Minimum Denomination $1,000 Per note principal amount

Barrier Amount 50.00% of the Initial Value Final index level threshold for full principal repayment at maturity

Index Deduction 6.0% per annum Daily deduction embedded in the MerQube US Large-Cap Vol Advantage Index level

First Review Date Minimum Call Premium 20.900% Minimum total return if automatically called on the first review date

Final Review Date Minimum Call Premium 104.500% Minimum total return if automatically called on the final review date

Estimated Value Floor $870.00 per $1,000 note Minimum estimated value at pricing relative to principal amount

Maturity Date September 18, 2031 Scheduled repayment date if notes are not automatically called

Maximum Futures Exposure 500% Maximum exposure of the index to E-Mini S&P 500 futures

Key Terms

Barrier Amount, automatic call, MerQube US Large-Cap Vol Advantage Index, excess return index, +1 more

5 terms

Barrier Amount financial

"Barrier Amount 50.00% of the Initial Value"

automatic call financial

"The automatic call feature may force a potential early exit."

An automatic call is a feature of certain bonds or structured notes that forces the issuer to repay the investment early if a preset condition—usually the price of a stock or index—meets or exceeds a set level on a review date. For investors it matters because it can end the investment sooner than expected, locking in a defined payout but also creating reinvestment risk and changing the timing of returns much like an appliance that turns itself off when it reaches a set temperature.

MerQube US Large-Cap Vol Advantage Index financial

"The MerQube US Large-Cap Vol Advantage Index (Bloomberg ticker: MQUSLVA)."

excess return index financial

"The Underlying is an excess return index that does not reflect “total returns.”"

volatility drag financial

"The Index may be adversely affected by a “volatility drag” effect."

Offering Details

shelf

Offering

Offering Type shelf

FAQ

What are the JPM (JPMorgan Chase) MQUSLVA review notes described in this 424B3?

They are 5-year, index-linked review notes issued by JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., with quarterly automatic call features after year one and payments linked to the MerQube US Large-Cap Vol Advantage Index.

How does the automatic call feature work on these JPM MQUSLVA notes?

On each review date, if the index is at least 100% of its initial value, the notes are automatically called and pay back $1,000 plus a call premium, starting at a minimum of 20.900% at the first review date and rising on later dates, ending at least 104.500% at the final review date.

What principal protection or barrier do the JPM MQUSLVA notes offer at maturity?

If the notes are not called and the final index value is at least 50% of the initial value (the Barrier Amount), investors receive their $1,000 principal. If the final value is below 50%, repayment is $1,000 plus $1,000 times the index return, so losses can exceed 50% and reach 100%.

What is the estimated value of the JPM MQUSLVA notes relative to the price to the public?

The estimated value, determined at pricing, will not be less than $870 per $1,000 principal amount note and is likely lower than the price paid. It is based on an internal funding rate and does not represent future market values.

What are key risks of the JPM MQUSLVA notes linked to the MerQube US Large-Cap Vol Advantage Index?

Risks include potential loss of all principal, no interest or dividends, a 6.0% per annum deduction in the index, leverage and futures-related risks, possible early automatic call, limited liquidity, uncertain tax treatment, and credit risk of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.

How does the MerQube US Large-Cap Vol Advantage Index used in the JPM notes operate?

The index is a rules-based strategy referencing E-Mini S&P 500 futures, targeting a volatility level with exposure between 0% and 500%, and it reflects a 6.0% per annum daily deduction. It is an excess return index and does not include total returns such as dividends.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 07:57 AM Accepted by SEC EDGAR 08/26/2026 - 02:33 PM Learn about SEC filing dates

Terms supplement to the prospectus dated April 17, 2026, the prospectus supplement dated April 17, 2026, the product supplement no. 3-I dated April 17, 2026, the underlying supplement no. 5-I dated April 17, 2026  Registration Statement Nos. 333-293684 and 333-293684-01 Dated August 25, 2026   Rule 424(b)(3)  North America Structured Investments  5yrNC1yr MQUSLVA Review Notes  J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com  The following is a summary of the terms of the notes offered by the preliminary pricing supplement hyperlinked below.  Index Overview  The MerQube US Large-Cap Vol Advantage Index (the “Underlying”) attempts to provide a dynamic rules-based exposure to an unfunded rolling position in E-Mini ®   S&P 500 ®   futures (the “Futures Contracts”), which reference the S&P 500 ®   Index (the “Constituent”), while targeting a level of implied volatility, with a maximum exposure to the Futures Contracts of 500% and a minimum exposure to the Futures Contracts of 0%. The Index is subject to a 6.0% per annum daily deduction. The Constituent consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets.  Summary of Terms  Issuer:   JPMorgan Chase Financial Company LLC  Guarantor:   JPMorgan Chase & Co.  Minimum Denomination:   $1,000  Underlying:   The MerQube US Large-Cap Vol Advantage Index (Bloomberg ticker: MQUSLVA). The level of the Underlying reflects a deduction of 6.0% per annum that accrues daily.  Barrier Amount :   50.00% of the Initial Value  Pricing Date:   September 14, 2026  Review Dates :   Quarterly (after an initial one-year non-call period)  Final Review Date :   September 15, 2031  Maturity Date:   September 18, 2031  CUSIP:   46661MHR8  Preliminary Pricing Supplement:   http://sp.jpmorgan.com/document/cusip/46661MHR8/doctype/Product_Termsheet/document.pdf  Estimated Value:   The estimated value of the notes, when the terms of the notes are set, will not be less than $870.00 per $1,000 principal amount note. For more information about the estimated value of the notes, which likely will be lower than the price you paid for the notes, please see the hyperlink above.  You may lose some or all of your principal at maturity. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.  Automatic Call  If the closing value of the Underlying on any Review Date is greater than or equal to the Call Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000   plus   (b) the Call Premium Amount applicable to that Review Date, payable on the applicable Call Settlement Date. No further payments will be made on the notes.  Review Date**   Call Value**   Call Premium*,**  First   100.00% of the Initial Value   At least 20.900%  Second   100.00% of the Initial Value   At least 26.125%  Third   100.00% of the Initial Value  At least 31.350%  Fourth   100.00% of the Initial Value   At least 36.575%  Fifth   100.00% of the Initial Value   At least 41.800%  Sixth   100.00% of the Initial Value   At least 47.025%  Seventh   100.00% of the Initial Value   At least 52.250%  Final   100.00% of the Initial Value   At least 104.500%  Payment At Maturity  If the notes have not been automatically called and the Final Value is greater than or equal to the Barrier Amount, you will receive the principal amount of your notes at maturity.  If the notes have not been automatically called and the Final Value is less than the Barrier Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows:  $1,000 + ($1,000 × Underlying Return)  If the notes have not been automatically called and the Final Value is less than the Barrier Amount, you will lose more than 50.00% of your principal amount at maturity and could lose all of your principal amount at maturity.  Investing in the notes linked to the Underlying involves a number of risks. See “Selected Risks” on page 2 of this document, “Risk Factors” in the prospectus supplement and the relevant product supplement and underlying supplement and “Selected Risk Considerations” in the relevant pricing supplement.  Hypothetical Examples of Amounts Payable Upon Automatic Call or at Maturity**  Underlying Return at Review Date  Total Return at First Review Date*  Total Return at Second Review Date*  Total Return at Third Review Date*  Total Return at Final Review Date*  100.00%   20.900%   26.125%   31.350%   104.500%  80.00%   20.900%   26.125%   31.350%   104.500%  40.00%   20.900%   26.125%   31.350%   104.500%  20.00%   20.900%   26.125%   31.350%   104.500%  10.00%   20.900%   26.125%   31.350%   104.500%  0.00%   20.900%   26.125%   31.350%   104.500%  -0.01%   N/A   N/A   N/A   0.000%  -5.00%   N/A   N/A   N/A   0.000%  -10.00%   N/A   N/A   N/A   0.000%  -20.00%   N/A   N/A   N/A   0.000%  -40.00%   N/A   N/A   N/A   0.000%  -50.00%   N/A   N/A   N/A   0.000%  -50.01%   N/A   N/A   N/A   -50.010%  -60.00%   N/A   N/A   N/A   -60.000%  -80.00%   N/A   N/A   N/A   -80.000%  -100.00%   N/A   N/A   N/A   -100.000%  Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this document or the relevant product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.  * In each case, to be determined on the Pricing Date, but not less than the minimum Call Premium, as applicable.  ** Not all Review Dates reflected. Reflects a Call Premium of 20.90% per annum. The Call Premium will be determined on the Pricing Date and will not be less than 20.90% per annum.  The “total return” as used above is the number expressed, as a percentage, that results from comparing the payment on the applicable payment date per $1,000 principal amount note to $1,000.  The hypothetical returns on the notes shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns shown above would likely be lower.  Capitalized terms used but not defined herein shall have the meaning set forth in the preliminary pricing supplement.

North America Structured Investments  5yrNC1yr MQUSLVA Review Notes  J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com  Selected Risks  Risks Relating to the Notes Generally  ●   Your investment in the notes may result in a loss. The notes do not guarantee any return of principal.  ●   The level of the Underlying will include a 6.0% per annum daily deduction.  ●   Any payment on the notes is subject to the credit risks of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. Therefore the value of the notes prior to maturity will be subject to changes in the market’s view of the creditworthiness of JPMorgan Chase Financial Company LLC or JPMorgan Chase & Co.  ●   As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent activities and has limited assets.  ●   The appreciation potential of the notes is limited to any Call Premium Amount paid on the notes.  ●   The benefit provided by the Barrier Amount may terminate on the final Review Date.  ●   The automatic call feature may force a potential early exit.  ●   No interest payments, dividend payments or voting rights.  ●   Lack of liquidity: J.P. Morgan Securities LLC (who we refer to as "JPMS"), intends to offer to purchase the notes in the secondary market but is not required to do so. The price, if any, at which JPMS will be willing to purchase notes from you in the secondary market, if at all, may result in a significant loss of your principal.  ●   The tax consequences of the notes may be uncertain. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes.  Risks Relating to Conflicts of Interest  ●   Potential conflicts: We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations under the notes, and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set. It is possible that such hedging or other trading activities of J.P. Morgan or its affiliates could result in substantial returns for J.P. Morgan and its affiliates while the value of the notes declines.  ●   Our affiliate, JPMS, worked with MerQube (the “Index Sponsor”) in developing the guidelines and policies governing the composition and calculation of the Underlying.  Selected Risks (continued)  Risks Relating to the Estimated Value and Secondary Market Prices of the Notes  ●   The estimated value of the notes will be lower than the original issue price (price to public) of the notes.  ●   The estimated value of the notes is determined by reference to an internal funding rate.  ●   The estimated value of the notes does not represent future values and may differ from others’ estimates.  ●   The value of the notes, which may be reflected in customer account statements, may be higher than the then-current estimated value of the notes for a limited time period.  Risks Relating to the Underlying  ●   The Index Sponsor may adjust the Index in a way that affects its level, and the Index Sponsor has no obligation to consider your interests.  ●   The Underlying may not be successful or outperform any alternative strategy.  ●   The Underlying may not approximate its target volatility.  ●   The Underlying is subject to risks associated with the use of significant leverage.  ●   The Index may be adversely affected by a “volatility drag” effect.  ●   The Underlying may be significantly uninvested.  ●   The Underlying may be adversely affected if later futures contracts have higher prices than an expiring futures contract included in the Underlying.  ●   The Underlying is an excess return index that does not reflect “total returns.”  ●   JPMorgan Chase & Co. is currently one of the companies that make up the S&P 500 ®   Index.  ●   Concentration risks associated with the Underlying may adversely affect the value of your notes.  ●   The Underlying is subject to significant risks associated with futures contracts, including volatility.  ●   Suspension or disruptions of market trading in futures contracts may adversely affect the value of your notes.  ●   The official settlement price and intraday trading prices of the relevant futures contracts may not be readily available.  ●   Changes in the margin requirements for the futures contracts included in the Underlying may adversely affect the value of the notes.  ●   The Underlying was established on February 11, 2022 and may perform in unanticipated ways.  The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable product supplement and underlying supplement and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information.  Additional Information  Any information relating to performance contained in these materials is illustrative and no assurance is given that any indicative returns, performance or results, whether historical or hypothetical, will be achieved. These terms are subject to change, and J.P. Morgan undertakes no duty to update this information. This document shall be amended, superseded and replaced in its entirety by a subsequent preliminary pricing supplement and/or pricing supplement, and the documents referred to therein. In the event any inconsistency between the information presented herein and any such preliminary pricing supplement and/or pricing supplement, such preliminary pricing supplement and/or pricing supplement shall govern. Past performance, and especially hypothetical back-tested performance, is not indicative of future results. Actual performance may vary significantly from past performance or any hypothetical back-tested performance. This type of information has inherent limitations and you should carefully consider these limitations before placing reliance on such information. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties. Investment suitability must be determined individually for each investor, and the financial instruments described herein may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisers as to these matters. This material is not a product of J.P. Morgan Research Departments.