STOCK TITAN

JPMorgan 5-year notes offer 10.8% contingent interest

JPMORGAN CHASE & CO (JPM), through JPMorgan Chase Financial Company LLC as issuer and JPMorgan Chase & Co. as guarantor, is offering 5-year non-call 1-year auto callable contingent interest notes linked to the MerQube US Large-Cap Vol Advantage Index.

(Neutral)
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Form Type
424B3

Rhea-AI Filing Summary

JPMORGAN CHASE & CO (JPM), through JPMorgan Chase Financial Company LLC as issuer and JPMorgan Chase & Co. as guarantor, is offering 5-year non-call 1-year auto callable contingent interest notes linked to the MerQube US Large-Cap Vol Advantage Index.

The Index provides rules-based exposure to E‑Mini S&P 500 futures with leverage between 0% and 500% and is reduced by a 6.0% per annum daily deduction. The notes have a minimum denomination of $1,000. A contingent interest rate of at least 10.80% per annum, paid quarterly at at least 2.70%, is payable only when the Index on a review date is at or above the Interest Barrier, set at 60.00% of the Initial Value. The notes can be automatically called quarterly (after the first three review dates) if the Index is at or above the Initial Value, returning principal plus due and unpaid contingent interest.

If the notes are not called and the Final Value is at or above the Trigger Value (also 60.00% of the Initial Value), holders receive principal plus applicable contingent interest. If the Final Value is below the Trigger Value, repayment equals $1,000 plus $1,000 times the Index Return, so investors will lose more than 40.00% of principal and could lose it all. The estimated value at issuance will not be less than $880.00 per $1,000 note. All payments are subject to the credit risk of the issuer and guarantor, and the notes are exposed to index, leverage, liquidity, and structural risks described in the risk sections.

Positive

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Negative

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Filing Explained

This filing describes the notes through a preliminary pricing supplement rather than final terms: pricing is scheduled for September 14, 2026, and the document says it may be amended, superseded, or replaced, so the rate, price, and other final economics are not yet fixed by this disclosure.

Minimum Denomination $1,000 Principal amount per note
Contingent Interest Rate At least 10.80% per annum Paid quarterly at a rate of at least 2.70% if Index is above Interest Barrier
Quarterly Contingent Interest Rate At least 2.70% per quarter Contingent interest per Review Date when conditions are met
Interest Barrier / Trigger Value 60.00% of Initial Value Level of Index required for contingent interest and principal protection at maturity
Index Annual Deduction 6.0% per annum Daily deduction embedded in the MerQube US Large-Cap Vol Advantage Index level
Maximum Index Futures Exposure 500% Maximum exposure of the Index to E‑Mini S&P 500 futures contracts
Estimated Value Floor $880.00 per $1,000 note Minimum estimated value at pricing relative to principal amount
Pricing and Maturity Dates Pricing: September 14, 2026; Maturity: September 18, 2031 Key timeline for the notes
Contingent Interest Rate financial
"Contingent Interest Rate: At least 10.80%* per annum, payable quarterly"
A contingent interest rate is an interest rate that only applies if specified conditions are met — for example, a company hitting certain financial targets or a particular event occurring. For investors, it matters because it changes the effective cost of borrowing or the yield on a security depending on outcomes, similar to a coupon that increases or decreases only if a trigger happens, which affects cash flows and risk assessment.
Trigger Value financial
"Interest Barrier/Trigger Value: An amount that represents 60.00% of the Initial Value"
A trigger value is a pre-set threshold—usually a specific price, ratio, or metric—that, once reached, automatically prompts a defined action such as a trade, disclosure, margin call, or regulatory response. Think of it like a thermostat setting or tripwire: when the reading crosses the line, a predetermined step happens to manage risk or enforce rules. Investors care because trigger values can cause sudden buying or selling and change a stock’s short-term supply, demand, or obligations.
automatic call feature financial
"The automatic call feature may force a potential early exit."
excess return index financial
"The Index is an excess return index that does not reflect “total returns.”"
volatility drag technical
"The Index may be adversely affected by a “volatility drag” effect."
internal funding rate financial
"The estimated value of the notes is determined by reference to an internal funding rate."
Offering Type shelf

FAQ

What are the JPM (JPMorgan Chase & Co.) notes described in this 424B3 filing?

They are 5-year non-call 1-year Auto Callable Contingent Interest Notes issued by JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., linked to the MerQube US Large-Cap Vol Advantage Index and offering contingent interest and potential automatic early redemption based on index performance.

How is contingent interest on these JPM notes calculated and paid?

If the notes are outstanding and the Index level on a Review Date is at or above the Interest Barrier (60.00% of the Initial Value), investors receive at least 2.70% of principal that quarter, equivalent to at least 10.80% per annum, plus any previously unpaid contingent interest.

When can these JPM auto callable notes be redeemed early?

On any Review Date other than the first three and the final one, if the Index closing level is at or above the Initial Value, the notes are automatically called, paying back $1,000 per note plus the applicable contingent interest and any previously unpaid contingent interest, with no further payments afterward.

What happens at maturity of these JPM notes if they are not automatically called?

If not called and the Final Value is at or above the Trigger Value (60.00% of Initial Value), investors receive principal plus applicable contingent interest. If the Final Value is below the Trigger Value, repayment is $1,000 plus $1,000 times the Index Return, resulting in loss of more than 40% and possibly all principal.

What is the MerQube US Large-Cap Vol Advantage Index underlying these JPM notes?

The Index is a rules-based strategy providing dynamic exposure to E‑Mini S&P 500 futures, targeting a volatility level with exposure between 0% and 500%. It reflects a 6.0% per annum daily deduction and is based on the S&P 500 Index as its constituent benchmark.

What is the estimated value of these JPM structured notes at issuance?

The estimated value, when the terms are set, will not be less than $880.00 per $1,000 principal amount note. This estimated value is described as likely being lower than the price paid by investors and is based on JPMorgan’s internal valuation methodologies and funding rate.

What key risks are highlighted for investors in these JPM auto callable notes?

The notes may result in a loss of principal, may pay no interest, and are subject to issuer and guarantor credit risk. Additional risks include index leverage up to 500%, a 6.0% annual index deduction, liquidity risk, complex tax treatment, and potential conflicts of interest.

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

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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 “Index”) 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 provid e 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 Index (Index Ticker): The MerQube US Large - Cap Vol Advantage Index (Bloomberg ticker: MQUSLVA). The level of the Index reflects a deduction of 6.0% per annum that accrues daily. Pricing Date: September 14, 2026 Final Review Date: September 15, 2031 Maturity Date: September 18, 2031 Review Dates: Quarterly Contingent Interest Rate: At least 10.80%* per annum, payable quarterly at a rate of at least 2.70%*, if applicable Interest Barrier/Trigger Value: An amount that represents 60.00% of the Initial Value CUSIP: 46661MHZ0 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/ 46661MHZ0 /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 $880.00 per $1,000 principal amount note. For 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. Automatic Call If the closing level of the Index on any Review Date (other than the first, second, third and final Review Dates) is greater tha n or equal to the Initial 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 Contingent Interest Payment applicable to that Review Date plus (c) any previously unpaid Contingent Interest Payments for any prior Review Dates, payable on the applicable Call Settlement Date. No further payments will be made on the notes. Payment at Maturity If the notes have not been automatically called and the Final Value is greater than or equal to the Trigger Value, you will r ece ive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to the final Review Date plus (c) any previously unpaid Contingent Interest Payments for any prior Review Dates. If the notes have not been automatically called and the Final Value is less than the Trigger Value, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 î Index Return) If the notes have not been automatically called and the Final Value is less than the Trigger Value, you will lose more than 4 0.0 0% of your principal amount at maturity and could lose all of your principal amount at maturity. Capitalized terms used but not defined herein shall have the meanings set forth in the preliminary pricing supplement. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and t he credit risk of JPMorgan Chase & Co., as guarantor of the notes. J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com 5yNC1y Auto Callable Contingent Interest Notes Linked to the MerQube US Large - Cap Vol Advantage Index North America Structured Investments Registration Statement Nos. 333 - 293684 and 333 - 293684 - 01 Dated August 26, 2026 Rule 424(b)(3) Terms supplement to the prospectus dated April 17, 2026, the prospectus supplement dated April 17, 2026, the product suppleme nt no. 3 - I dated April 17, 2026 and the underlying supplement no. 5 - I dated April 17, 2026 Payment at Maturity (assuming 10.80% per annum Contingent Interest Rate) Index Return $1,027.00 60.00% $1,027.00 40.00% $1,027.00 20.00% $1,027.00 10.00% $1,027.00 5.00% $1,027.00 0.00% $1,027.00 - 10.00% $1,027.00 - 20.00% $1,027.00 - 30.00% $1,027.00 - 40.00% $599.90 - 40.01% $500.00 - 50.00% $400.00 - 60.00% $200.00 - 80.00% $0.00 - 100.00% Hypothetical Payment at Maturity** This table does not demonstrate how your interest payments can vary over the term of your notes. * If the notes have not been automatically called and the closing level of the Index on any Review Date is greater than or equal to the Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to at least $27.00 (equivalent to a Contingent Interest Rate of at least 10.80% per annum, payable at a rate of at least 2.70% per quarter), plus any previously unpaid Contingent Interest Payments for any prior Review Dates. ** This table assumes that no previously unpaid Contingent Interest Payment is payable at maturity. The hypothetical payments 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 payments shown above would likely be lower. Contingent Interest Investing in the notes linked to the Index 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 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.

 
 

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 notes do not guarantee the payment of interest and may not pay interest at all. • The level of the Index 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 the sum of any Contingent Interest Payments that may be paid over the term of the notes. • The benefit provided by the Trigger Value may terminate on the final Review Date. • The automatic call feature may force a potential early exit. • No 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 Index. 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 does not represent future values and may differ from others’ estimates. • The estimated value of the notes is determined by reference to an internal funding rate. • 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 Index • JPMorgan Chase & Co. is currently one of the companies that make up the S&P 500 ® Index. • 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 Index may not be successful or outperform any alternative strategy. • The Index may not approximate its target volatility. • The Index is subject to risks associated with the use of significant leverage. • The Index may be adversely affected by a “volatility drag” effect. • The Index may be significantly uninvested. • The Index may be adversely affected if later futures contracts have higher prices than an expiring futures contract included in the Index. • The Index is an excess return index that does not reflect “total returns.” • Concentration risks associated with the Index may adversely affect the value of your notes. • The Index 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 Index may adversely affect the value of the notes. • The Index was established on February 11, 2022 and may perform in unanticipated ways. Additional Information Any information relating to performance contained in these materials is illustrative and no assurance is given that any indic ati ve 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, s upe rseded 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 pres ent ed 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 m ay 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 o f 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 Cha se & 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 the se matters. This material is not a product of J.P. Morgan Research Departments. North America Structured Investments 5yNC1y Auto Callable Contingent Interest Notes Linked to the MerQube US Large - Cap Vol Advantage Index The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable prod uct supplement and underlying supplement and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information.