STOCK TITAN

JPMorgan (JPM) markets 5-year buffered equity notes with 30% downside buffer

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering 5-year buffered equity notes linked to the MerQube US Tech+ Vol Advantage Index. The notes have a 30% buffer against index declines and may be automatically called annually if the index is at or above its initial level, paying call premiums of at least 23% per annum (compounded by year) on the $1,000 denomination.

The MerQube US Tech+ Vol Advantage Index targets volatility exposure to an unfunded position in the Invesco QQQ Trust, subject to a 6.0% per annum daily index deduction and a daily notional financing cost. If the notes are not called and the index falls by more than the 30% buffer, investors lose principal according to a formula; a full loss is possible. The estimated value at pricing will be at least $900 per $1,000 note, and all payments depend on the credit of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.

Positive

  • None.

Negative

  • None.

Filing Explained

The notes remain pre-pricing, with a parent guarantee disclosed but no completed issuance or common-share dilution established.

This filing describes proposed five-year buffered equity notes issued by JPMorgan Chase Financial Company LLC and guaranteed by JPMorgan Chase & Co. Pricing is scheduled for August 31, 2026, and the document does not establish a completed issuance or aggregate proceeds amount.

The notes create payment obligations based on the MerQube US Tech+ Vol Advantage Index, with cash settlement described at an automatic call or at maturity; the filing describes no conversion into common shares. On the supplied terms, the structural effect is a note obligation rather than a disclosed increase in common share count, so dilution of existing common holders is not established.

A 424(b) prospectus supplement states final terms for a specific takedown, but this document expressly refers to a preliminary pricing supplement and says the terms may be changed, superseded, or replaced. The material checkpoint is the August 31, 2026 pricing date and any subsequent pricing or preliminary pricing supplement, which the filing says governs in the event of inconsistency.

Minimum denomination $1,000 per note Stated minimum denomination for each buffered equity note
Buffer Amount 30.00% Percentage decline in the index absorbed before principal losses at maturity
Index fee deduction 6.0% per annum Daily deduction applied to the MerQube US Tech+ Vol Advantage Index level
Maximum index exposure 500% Maximum leverage of the Underlying Asset within the index rules
Minimum call premium rate 23.00% per annum Minimum annualized call premium used in hypothetical examples and call terms
Estimated value floor $900.00 per $1,000 Estimated value will not be less than $900 per $1,000 principal amount note at pricing
Pricing Date August 31, 2026 Date on which the terms and initial index level are set
Maturity Date September 5, 2031 Scheduled date for final payment if notes are not called earlier
Buffered Equity Notes financial
"North America Structured Investments 5yr MQUSTVA Buffered Equity Notes"
MerQube US Tech+ Vol Advantage Index financial
"The MerQube US Tech+ Vol Advantage Index (Bloomberg ticker: MQUSTVA)."
notional financing cost financial
"performance of the QQQ Fund is subject to a notional financing cost deducted daily."
volatility drag financial
"The Index may be adversely affected by a “volatility drag” effect."
hypothetical back-tested data financial
"Hypothetical back-tested data relating to the Index do not represent actual historical data"
automatic call feature financial
"The automatic call feature may force a potential early exit."
Offering Type shelf

FAQ

What are the key terms of JPM (JPMorgan) 5-year MQUSTVA Buffered Equity Notes?

The notes have a 5-year term, a $1,000 minimum denomination, a 30% buffer against index declines, and annual automatic call opportunities with call premiums of at least 23% per annum if the index is at or above its initial level.

How does the MerQube US Tech+ Vol Advantage Index affect JPM structured notes (JPM)?

The notes reference the MerQube US Tech+ Vol Advantage Index, which applies a 6.0% per annum daily deduction and tracks an unfunded position in the Invesco QQQ Trust over a notional financing cost, targeting a specified volatility level using dynamic leverage up to 500%.

What principal protection does the JPM MQUSTVA Buffered Equity Note (JPM) provide?

If held to maturity and not automatically called, principal is fully returned only if the final index value is down by no more than 30%. If the index decline exceeds 30%, repayment is reduced using the formula $1,000 + [$1,000 × (Underlying Return + 30%)], potentially causing substantial loss.

What are the automatic call features on the JPM buffered notes (JPM)?

On each annual Review Date, if the index is at or above its initial level, the notes are automatically called. Investors then receive $1,000 plus a call premium, with minimum total returns of 23%, 46%, 69%, 92%, or 115% by the respective Review Dates, ending further payments.

What is the estimated value of the JPM MQUSTVA notes (JPM) versus issue price?

The estimated value, determined when terms are set, will be not less than $900 per $1,000 note, and is calculated using JPMorgan’s internal funding rate. This estimated value may be lower than the price to the public and can differ from secondary market prices.

What key risks are disclosed for the JPM 5-year MQUSTVA Buffered Equity Notes (JPM)?

Key risks include possible loss of principal, limited upside to call premiums, credit risk of JPMorgan entities, lack of liquidity, index fees of 6.0% per annum plus notional financing costs, leverage and volatility risks in the index, and uncertain tax treatment.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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 4, 2026   Rule 424(b)(3)  North America Structured Investments  5yr MQUSTVA Buffered Equity 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 Tech+ Vol Advantage Index (the “Underlying”) attempts to provide a dynamic rules-based exposure to the underlying asset to which the Index is linked (the “Underlying Asset”), while targeting a level of implied volatility, with a maximum exposure to the Underlying Asset of 500% and a minimum exposure to the Underlying Asset of 0%. Since February 9, 2024 (the “Amendment Effective Date”), the Underlying Asset has been an unfunded position in the Invesco QQQ Trust SM   , Series 1 (the “QQQ Fund”), calculated as the excess of the total return of the QQQ Fund over a notional financing cost. Prior to the Amendment Effective Date, the Underlying Asset was an unfunded rolling position in E-Mini Nasdaq-100 futures. The Index is subject to a 6.0% per annum daily deduction, and the performance of the Underlying Asset is subject to a notional financing cost deducted daily. The investment objective of the QQQ Fund is to seek to track the investment results, before fees and expenses, of the Nasdaq-100 Index ® .  Summary of Terms  Issuer:   JPMorgan Chase Financial Company LLC  Guarantor:   JPMorgan Chase & Co.  Minimum Denomination:   $1,000  Underlying:   The MerQube US Tech+ Vol Advantage Index (Bloomberg ticker: MQUSTVA). The level of the Underlying reflects a deduction of 6.0% per annum that accrues daily, and the performance of the QQQ Fund is subject to a notional financing cost that accrues daily.  Buffer Amount:   30.00%  Pricing Date:   August 31, 2026  Review Dates :   Annually  Final Review Date :   September 2, 2031  Maturity Date:   September 5, 2031  CUSIP:   46661K4U9  Preliminary Pricing Supplement:   http://sp.jpmorgan.com/document/cusip/46661K4U9/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 $900.00 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 23.00%  Second   100.00% of the Initial Value   At least 46.00%  Third   100.00% of the Initial Value   At least 69.00%  Fourth   100.00% of the Initial Value   At least 92.00%  Final   100.00% of the Initial Value   At least 115.00%  Payment At Maturity  If the notes have not been automatically called and the Final Value is less than the Initial Value by up to the Buffer 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 Initial Value by more than the Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + [$1,000 × (Underlying Return + Buffer Amount)]  If the notes have not been automatically called and the Final Value is less than the Initial Value by more than the Buffer Amount, you will lose some or most 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*  65.00%   23.00%   46.00%   69.00%   115.00% 50.00%   23.00%   46.00%   69.00%   115.00% 40.00%   23.00%   46.00%   69.00%   115.00% 20.00%   23.00%   46.00%   69.00%   115.00% 10.00%   23.00%   46.00%   69.00%   115.00% 5.00%   23.00%   46.00%   69.00%   115.00% 0.00%   23.00%   46.00%   69.00%   115.00% -0.01%   N/A   N/A   N/A   0.00% -5.00%   N/A   N/A   N/A   0.00% -10.00%   N/A   N/A   N/A   0.00% -20.00%   N/A   N/A   N/A   0.00% -30.00%   N/A   N/A   N/A   0.00% -30.01%   N/A   N/A   N/A   -0.01% -40.00%   N/A   N/A   N/A   -10.00% -60.00%   N/A   N/A   N/A   -30.00% -80.00%   N/A   N/A   N/A   -50.00% -100.00%   N/A   N/A   N/A   -70.00% 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 23.00% per annum. The Call Premium will be determined on the Pricing Date and will not be less than 23.00% 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  5yr MQUSTVA Buffered Equity 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.  ●   The level of the Underlying will include the deduction of a notional financing cost.  ●   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 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 that might be employed in respect of the Underlying Asset.  ●   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.  ●   An investment in the notes will be subject to risks associated with non U.S. securities.  ●   The QQQ Fund is subject to management risk.  ●   The performance and market value of the QQQ Fund, particularly during periods of market volatility, may not correlate with the performance of the QQQ Fund’s underlying index as well as the net asset value per share.  ●   Hypothetical back-tested data relating to the Index do not represent actual historical data and are subject to inherent limitations, and the historical and hypothetical back tested performance of the Index are not indications of its future performance.  ●   The Index was established on June 22, 2021 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.