STOCK TITAN

JPMorgan offers tech-linked notes with 23.8% call

JPMORGAN CHASE & CO (JPM), via JPMorgan Chase Financial Company LLC as issuer and JPMorgan Chase & Co. as guarantor, is offering principal-at-risk structured notes linked to the MerQube US Tech+ Vol Advantage Index.

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

JPMORGAN CHASE & CO (JPM), via JPMorgan Chase Financial Company LLC as issuer and JPMorgan Chase & Co. as guarantor, is offering principal-at-risk structured notes linked to the MerQube US Tech+ Vol Advantage Index. The index dynamically allocates between 0% and 500% exposure to an unfunded position in the Invesco QQQ Trust total return, less a notional financing cost, and reflects a 6.0% per annum daily deduction.

The notes have a 7-year term, with a pricing date of August 26, 2026, daily review dates after an initial 24‑month non-call period, a final review date of August 26, 2033, and maturity on August 31, 2033. They are automatically called if, on any review date, the index level is at or above 100% of its initial value, paying $1,000 plus a call premium based on a rate of at least 23.80% per annum, after which no further payments occur.

If the notes are not called and the final index value is at or above a Barrier Amount of 60.00% of the initial value, investors receive principal back at maturity; if below the barrier, repayment equals $1,000 plus $1,000 times the index return, exposing investors to losses greater than 40% and potentially a total loss. The estimated value will not be less than $910 per $1,000 note, and returns and repayment are subject to the credit risks of both the issuer and guarantor, with no interest, dividends, or voting rights and limited secondary market liquidity.

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Filing Explained

The August 17 document remains preliminary: it describes proposed notes, not a completed sale or disclosed common-share dilution.

The August 17 filing gives preliminary terms for notes to be issued by JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co.; pricing is scheduled for August 26, 2026, so it does not establish that the notes have been priced, issued, or sold.

The filing describes $1,000 principal-amount notes and discloses no conversion or common-share issuance terms; therefore, it discloses no dilution mechanism for existing common holders.

It also states that the issuer is a finance subsidiary with no independent activities and limited assets, while payments remain subject to the credit risk of both the issuer and guarantor.

The filing says these terms may be amended, superseded, and replaced by a subsequent preliminary pricing supplement or pricing supplement, which would govern any inconsistency.

Minimum Denomination $1,000 Per note principal amount
Barrier Amount 60.00% of the Initial Value Threshold for full principal repayment at maturity if not called
Call Premium Rate At least 23.80% Annual rate used to compute call premium on automatic call
Index Fee Deduction 6.0% per annum Daily deduction embedded in the MerQube US Tech+ Vol Advantage Index level
Maximum Index Exposure 500% Maximum leverage to the Underlying Asset within the index
Estimated Value Floor $910 per $1,000 Estimated value per note will not be less than this amount when terms are set
Non-Call Period 24 months Initial period during which the notes cannot be automatically called
Maturity Date August 31, 2033 Scheduled maturity if not previously automatically called
Barrier Amount financial
"Barrier Amount 60.00% of the Initial Value"
automatic call financial
"If the closing value of the Underlying on any Review Date is greater than or equal"
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.
notional financing cost financial
"performance of the QQQ Fund is subject to a notional financing cost that accrues 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"
Offering Type shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is JPM (JPMorgan Chase & Co.) offering in this 424B3 terms supplement?

JPM is offering principal-at-risk, callable structured notes linked to the MerQube US Tech+ Vol Advantage Index. The notes provide contingent principal repayment, potential call premiums, but no guaranteed interest and expose investors to index and issuer credit risks.

How does the automatic call feature work on JPM’s MerQube US Tech+ Vol Advantage notes (JPM)?

The notes auto-call if the index is at or above 100% of its initial value on any review date. Investors then receive $1,000 plus a call premium based on an annual rate of at least 23.80%, and the notes terminate with no further payments.

When can investors lose principal on these JPM (JPM) structured notes?

If the notes are not called and the final index value is below 60.00% of its initial value, maturity payment equals $1,000 plus $1,000 times the index return. This means losses greater than 40% of principal are possible, including a complete loss.

What are the key dates for JPM’s MerQube US Tech+ Vol Advantage notes (JPM)?

The notes have a pricing date of August 26, 2026, daily review dates after an initial 24‑month non-call period, a final review date on August 26, 2033, and a scheduled maturity date of August 31, 2033, assuming no earlier automatic call.

What is the estimated value and minimum denomination of these JPM (JPM) notes?

Each note has a minimum denomination of $1,000, and the estimated value, when terms are set, will not be less than $910 per $1,000 principal amount. This estimated value may be lower than the price to the public and can differ from secondary market values.

How does the MerQube US Tech+ Vol Advantage Index used by JPM (JPM) operate?

The index provides rules-based exposure between 0% and 500% to an unfunded position in the Invesco QQQ Trust total return. It targets volatility, deducts a 6.0% per annum daily fee, and applies a daily notional financing cost to the QQQ-based exposure.

What are notable risks disclosed for JPM’s MerQube US Tech+ Vol Advantage notes (JPM)?

Key risks include potential loss of principal, credit risk of the issuer and guarantor, leverage and volatility risks in the index, no interest or dividends, limited liquidity, conflicts of interest in index design and hedging, and uncertain tax treatment for investors.

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

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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 17, 2026   Rule 424(b)(3)  North America Structured Investments  7yrNC24m MQUSTVA 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 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.  Barrier Amount :   60.00% of the Initial Value  Call Value:   100% of the Initial Value  Call Premium Rate:   At least 23.80%*  Pricing Date:   August 26, 2026  Review Dates :   Daily (after an initial 24-month non-call period)  Final Review Date :   August 26, 2033  Maturity Date:   August 31, 2033  CUSIP:   46661MAS3  Preliminary Pricing Supplement:   http://sp.jpmorgan.com/document/cusip/46661MAS3/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 $910.00 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 a significant portion 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.  The Call Premium Amount with respect to each Review Date is calculated as follows: $1,000 × Call Premium Rate × N / 252, where N is equal to 505 + the number of Review Dates preceding that Review Date. For example, for the first Review Date, N = 505 (equal to 505 + 0), for the second Review Date, N = 506 (equal to 505 + 1) and for the final Review Date, N = 1,760 (equal to 505 + 1,255).  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 40.00% 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.  Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes o r p assed 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.  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 Final Review Date*  100.00%   47.69444%   166.22222%  80.00%   47.69444%   166.22222%  40.00%   47.69444%   166.22222%  20.00%   47.69444%   166.22222%  10.00%   47.69444%   166.22222%  0.00%   47.69444%   166.22222%  -0.01%   N/A   0.00000%  -5.00%   N/A   0.00000%  -10.00%   N/A   0.00000%  -20.00%   N/A   0.00000%  -40.00%   N/A   0.00000%  -40.01%   N/A   -40.01000%  -50.00%   N/A   -50.00000%  -60.00%   N/A   -60.00000%  -80.00%   N/A   -80.00000%  -100.00%   N/A   -100.00000%  * The actual Call Premium Rate will be provided in the pricing supplement and will not be less than 23.80%.  ** Not all Review Dates reflected. Reflects a Call Premium Rate of 23.80%. The Call Premium Rate will be determined on the Pricing Date and will not be less than 23.80%.  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  7yrNC24m MQUSTVA 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.  ●   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 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 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.

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