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JPMorgan (JPM) launches 5y auto‑callable notes linked to MQUSLVA index

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

The issuer JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering 5‑year auto‑callable contingent interest notes linked to the MerQube US Large‑Cap Vol Advantage Index (MQUSLVA). The Index targets a volatility‑managed, rolling exposure to E‑Mini S&P 500 futures with a 6.0% per annum daily deduction and caps futures exposure between 0% and 500%.

Key economics: minimum denomination $1,000, pricing date April 28, 2026, maturity May 1, 2031, quarterly contingent interest at least 10.45% per annum (≥2.6125% quarterly) if interest barrier conditions are met, estimated value at issuance not less than $880 per $1,000. Payments depend on automatic call tests and a 60.00% interest barrier; downside can exceed 40% and may result in total principal loss.

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Insights

Complex payoff ties quarterly contingent interest and auto‑call to a volatility‑managed futures index; principal is at risk.

The notes pay contingent quarterly interest only if the Index meets the Interest Barrier (60.00% of Initial Value) on Review Dates and may auto‑call if the Index equals or exceeds the Initial Value on certain Review Dates. The Index applies a 6.0% per annum daily deduction and uses leveraged futures exposure (0%–500%).

Primary risks include credit exposure to JPMorgan entities, limited upside (interest capped to contingent payments), significant downside linked to Index return, and potential illiquidity in the secondary market. Review the preliminary pricing supplement for full payoff tables and liquidity assumptions.

The contingent interest and auto‑call mechanics create path‑dependent cash flows and concentrated event risk.

Interest payments are conditional and may accumulate if unpaid; automatic calls produce early exit with accrued contingent interest. The Index’s leverage and futures roll mechanics introduce volatility, margin, and contract‑roll risks that can materially affect the Final Value.

Examine margins, hedging methodology, and the supplement’s examples to understand worst‑case payoffs; the estimated value floor ($880 per $1,000) reflects issuance pricing assumptions rather than market resale value.

Contingent Interest Rate 10.45% per annum minimum annual rate if Interest Barrier met
Quarterly Interest Rate 2.6125% per quarter equivalent to the contingent annual rate, payable quarterly
Index Deduction 6.0% per annum daily deduction applied to the Index level
Interest Barrier / Trigger Value 60.00% of Initial Value threshold for contingent interest and maturity payoff tests
Futures Exposure Range 0%–500% dynamic leveraged exposure to E‑Mini S&P 500 futures within the Index
Estimated Value at Pricing $880 per $1,000 lower‑bound estimated value when terms are set
Minimum Denomination $1,000 per note
Contingent Interest Payment financial
"Contingent Interest Payment equal to at least $26.125"
Excess return index financial
"The Index is an excess return index that does not reflect "total returns.""
Rolling position in futures technical
"dynamic rules‑based exposure to an unfunded rolling position in E‑MiniS&P 500 futures"
Automatic Call financial
"If the closing level of the Index on any Review Date ... 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.
Offering Type note offering

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FAQ

What is the payoff structure of JPM's 5yNC1y auto‑callable notes linked to MQUSLVA?

Answer: The notes pay contingent quarterly interest and can be automatically called on Review Dates if the Index is at or above its Initial Value. If not called, maturity payoffs depend on whether the Final Value is at or above the 60.00% Trigger; otherwise, principal is reduced by the Index Return.

What interest rate and payment conditions apply to these JPM notes?

Answer: The contingent interest rate is at least 10.45% per annum (≥2.6125% per quarter) payable when the Index on a Review Date is ≥ the Interest Barrier (60.00% of Initial Value); unpaid contingent interest may carry forward and be paid if later conditions are met.

How much principal protection do these MQUSLVA‑linked notes provide?

Answer: These notes do not guarantee principal. If Final Value is below the Trigger, you can lose more than 40.00% of principal and potentially all principal depending on the Index Return; the notes are subject to issuer and guarantor credit risk.

What index features materially affect the notes’ value?

Answer: The Index applies a 6.0% per annum daily deduction, uses rolling E‑Mini S&P 500 futures with 0%–500% exposure, and is an excess return index; leverage, futures roll costs, and the deduction materially influence Final Value and contingent interest triggers.

What is the estimated issuance value and minimum denomination for these notes?

Answer: The estimated value at pricing will be not less than $880 per $1,000 principal amount, and the minimum denomination is $1,000. The estimated value is lower than the public offer price and uses internal funding assumptions.

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: April 28, 2026 Final Review Date: April 28, 2031 Maturity Date: May 1, 2031 Review Dates: Quarterly Contingent Interest Rate: At least 10.45%* per annum, payable quarterly at a rate of at least 2.6125%*, if applicable Interest Barrier/Trigger Value: An amount that represents 60.00% of the Initial Value CUSIP: 46660T5N6 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/46660T5N6/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 - 270004 and 333 - 270004 - 01 Dated April 15, 2026 Rule 424(b)(3) Terms supplement to the prospectus dated April 13, 2023, the prospectus supplement dated April 13, 2023, the product suppleme nt no. 4 - I dated April 13, 2023, the underlying supplement no. 5 - III dated March 5, 2025 and the prospectus addendum dated June 3, 2024 Payment at Maturity (assuming 10.45% per annum Contingent Interest Rate) Index Return $1,026.125 60.00% $1,026.125 40.00% $1,026.125 20.00% $1,026.125 10.00% $1,026.125 5.00% $1,026.125 0.00% $1,026.125 - 10.00% $1,026.125 - 20.00% $1,026.125 - 30.00% $1,026.125 - 40.00% $599.900 - 40.01% $500.000 - 50.00% $400.000 - 60.00% $200.000 - 80.00% $0.000 - 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 $26.125 (equivalent to a Contingent Interest Rate of at least 10.45% per annum, payable at a rate of at least 2.6125% 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, Annex A to the prospectus addendum 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, prospectus and prospectus addendum. 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 operations 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 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 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 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 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, Annex A to the prospectus addendum and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information.