JPMorgan (NYSE: JPM) offers bitcoin-linked auto-callable notes with 12.25% contingent yield

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering 5yNC6m Auto Callable Contingent Interest Notes linked to the MerQube Bitcoin Vol Advantage Index, which references an unfunded position in the iShares Bitcoin Trust ETF and applies up to 500% exposure with a 6.0% per annum daily index deduction and a separate daily notional financing cost on the ETF exposure.

The notes have a minimum denomination of $1,000, a pricing date of August 26, 2026, quarterly review dates, a final review date of August 26, 2031 and maturity on August 29, 2031. They pay a contingent interest rate of at least 12.25% per annum (at least 3.0625% per quarter) only if on the relevant review date the index is at or above the Interest Barrier, set at 60.00% of the Initial Value.

If on any review date other than the first and final the index is at or above its Initial Value, the notes are automatically called for $1,000 plus the contingent interest for that date. If not called, and the final index value is at or above the Trigger Value (also 60.00% of Initial Value), payment at maturity is $1,000 plus the final contingent interest. If the final value is below the Trigger Value, repayment is reduced based on the index return and investors will lose more than 40% of principal and could lose all principal. The estimated value at issuance will be not less than $900 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

This Form 424B3 presents the notes through a preliminary pricing supplement: the stated terms are not final and may be amended, superseded, or replaced by a later supplement; any inconsistency is governed by that later document.

Key Figures

Minimum Denomination: $1,000 Contingent Interest Rate: At least 12.25% per annum Interest Barrier / Trigger Value: 60.00% of the Initial Value +5 more

8 metrics

Minimum Denomination $1,000 Per principal amount note

Contingent Interest Rate At least 12.25% per annum Payable quarterly at a rate of at least 3.0625% if conditions are met

Interest Barrier / Trigger Value 60.00% of the Initial Value Barrier for contingent interest and trigger level for principal protection at maturity

Index Fee 6.0% per annum Deducted daily from the MerQube Bitcoin Vol Advantage Index level

Maximum Index Exposure 500% Maximum exposure of the index to the underlying IBIT Fund

Estimated Value at Issuance Not less than $900 per $1,000 note Estimated economic value when terms are set

Pricing Date August 26, 2026 Date when the terms and initial index value are set

Maturity Date August 29, 2031 Scheduled date for final payment if not called earlier

Key Terms

Contingent Interest Payment, Trigger Value, Automatic Call, notional financing cost, +1 more

5 terms

Contingent Interest Payment financial

"you will receive on the applicable Interest Payment Date...a Contingent Interest Payment"

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 financial

"If the closing level of the Index on any Review Date...is greater than or equal to the Initial Value, the notes will be automatically called"

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

"the performance of the Underlying Asset is subject to a notional financing cost deducted daily"

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 key features of JPM (JPMorgan) auto callable notes linked to the MerQube Bitcoin Vol Advantage Index?

These notes offer contingent interest of at least 12.25% per annum, quarterly review dates, and potential automatic call when the index is at or above its Initial Value, with principal at risk if the index falls below the Trigger Value at maturity.

How is interest on the JPM MerQube Bitcoin Vol Advantage Index notes determined?

Interest is contingent. On each quarterly review date, if the index is at or above the Interest Barrier of 60% of the Initial Value, investors receive at least 3.0625% for the quarter, equivalent to at least 12.25% per year; otherwise, no interest is paid.

When can the JPM MerQube Bitcoin Vol Advantage Index notes be automatically called?

On any review date other than the first and final, if the index closes at or above its Initial Value, the notes are automatically called. Investors then receive $1,000 plus the applicable contingent interest per note, and no further payments are made.

How much principal risk do investors in JPM MerQube Bitcoin Vol Advantage Index notes face?

If the notes are not called and the final index value is below the Trigger Value of 60% of the Initial Value, the maturity payment is reduced based on the index return, so investors will lose more than 40% of principal and could lose all principal.

How does the MerQube Bitcoin Vol Advantage Index underlying the JPM notes work?

The index provides rules-based exposure to an unfunded position in the iShares Bitcoin Trust ETF, with exposure between 0% and 500%, while targeting a volatility level. The index level reflects a 6.0% per annum daily deduction, and ETF performance is reduced by a daily notional financing cost.

What is the estimated value of the JPM MerQube Bitcoin Vol Advantage Index notes at issuance?

The estimated value, when terms are set, will be not less than $900 per $1,000 principal amount note. This value may be lower than the price paid and is based on internal assumptions, funding rates, and models used by JPMorgan and its affiliates.

What are the key dates for the JPM MerQube Bitcoin Vol Advantage Index notes (JPM)?

The notes have a Pricing Date of August 26, 2026, a Final Review Date of August 26, 2031, and a Maturity Date of August 29, 2031. Review dates occur quarterly between pricing and maturity, driving interest payments and potential automatic calls.

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Available on EDGAR 08/12/2026 - 07:07 PM Accepted by SEC EDGAR 08/03/2026 - 12:49 PM Learn about SEC filing dates

The following is a summary of the terms of the notes offered by the preliminary pricing supplement hyperlinked below. Index Overview The MerQube Bitcoin Vol Advantage Index (the “Index”) attempts to provide a dynamic rules - based exposure to the underlying asset to which t he Index is linked (the “Underlying Asset”), while targeting a level of implied volatility, with a maximum exposure to the Under lyi ng Asset of 500% and a minimum exposure to the Underlying Asset of 0%. The Underlying Asset is an unfunded position in the iShares ® Bitcoin Trust ETF” (the “IBIT Fund”), calculated as the excess of the total return of the IBIT Fund over a notional financing cost. 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 IBIT Fund is to seek to reflect generally the performance of the price of bitcoin before the payment of its expenses and liabilities . Summary of Terms Issuer: JPMorgan Chase Financial Company LLC Guarantor: JPMorgan Chase & Co. Minimum Denomination: $1,000 Index (Index Ticker): The MerQube Bitcoin Vol Advantage Index (Bloomberg ticker: MQUSBVA). The level of the Index reflects a deduction of 6.0% per annum that accrues daily, and the performance of the IBIT Fund is subject to a notional financing cost that accrues daily. Pricing Date: August 26, 2026 Final Review Date: August 26, 2031 Maturity Date: August 29, 2031 Review Dates: Quarterly Contingent Interest Rate: At least 12.25%* per annum, payable quarterly at a rate of at least 3.0625%*, if applicable Interest Barrier/ Trigger Value: An amount that represents 60.00% of the Initial Value CUSIP: 46661KBU1 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/46661KBU1/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 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 and final Review Dates) is greater than or equal t o t he 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, payable on the applicable Call Settlement Date. No further payme nts 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. 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. 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 o r passed upon the accuracy or the adequacy of this document or the relevant product supplement, underlying supplement, prospect us 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 5yNC6m Auto Callable Contingent Interest Notes linked to the MerQube Bitcoin Vol Advantage Index North America Structured Investments Registration Statement Nos. 333 - 293684 and 333 - 293684 - 01 Dated August 3, 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 12.25% per annum Contingent Interest Rate) Index Return $1,030.625 60.00% $1,030.625 40.00% $1,030.625 20.00% $1,030.625 10.00% $1,030.625 5.00% $1,030.625 0.00% $1,030.625 - 10.00% $1,030.625 - 20.00% $1,030.625 - 30.00% $1,030.625 - 40.00% $599.900 - 40.01% $500.000 - 50.00% $400.000 - 60.00% $300.000 - 70.00% $200.000 - 80.00% $0.000 - 100.00% Hypothetical Payment at Maturity *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 $30.625 (equivalent to a Contingent Interest Rate of at least 12.25% per annum, payable at a rate of at least 3.0625% per quarter). 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. This table does not demonstrate how your interest payments can vary over the term of your notes. Contingent Interest

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. • The level of the Index 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 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 rights with respect to the Index, the IBIT Fund or bitcoin. • We may accelerate your notes if a liquidation event occurs. • 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 • 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 that might be employed in respect of the Underlying Asset. • 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 IBIT Fund is not an investment company or a commodity pool and will not be subject to regulation under the Investment Company Act of 1940, as amended, or the Commodity Exchange Act, as amended. • The performance and market value of the IBIT Fund, particularly during periods of market volatility, may not correlate with the performance of bitcoin as well as the net asset value per share. • The notes are subject to risks relating to bitcoin and the bitcoin network. • Hypothetical back - tested data relating to the Index do not represent actual historical data and are subject to inherent limitations. • The Index was established on January 23, 2026 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 5yNC6m Auto Callable Contingent Interest Notes linked to the MerQube Bitcoin 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.