JPMORGAN CHASE & CO SEC Filings

JPMorgan Chase & Co. (JPM), through subsidiary JPMorgan Chase Financial Company LLC, is issuing $2,000,000 of unsecured structured “Review Notes” linked to the least-performing of the TOPIX Index, MSCI Emerging Markets Index and iShares Russell 2000 Value ETF, maturing in August 2031 and fully guaranteed by JPMorgan Chase & Co.

The notes can be automatically called on annual review dates starting August 2027 if each underlying is at or above its call value, paying back principal plus a fixed premium of up to 91.50% by final review. If never called and the worst underlying finishes below its 80% Barrier Amount, repayment is reduced one-for-one with the loss on the least-performing underlying, potentially to zero. The issue price is $1,000 per note, with selling commissions of $4 and issuer proceeds of $996 per note; the estimated initial value is $957.50, reflecting embedded fees and hedging costs. The notes pay no interest or dividends, are subject to JPMorgan credit risk, may be accelerated upon certain regulatory or fund events, and are not listed, so liquidity and resale value may be limited.

JPMorgan Chase Financial Company LLC, a wholly owned finance subsidiary of JPMORGAN CHASE & CO (JPM), is offering callable fixed rate notes due October 1, 2027, fully and unconditionally guaranteed by JPMorgan Chase & Co. Each note has a $1,000 principal amount and pays fixed interest at 4.05% per annum, calculated on an Actual/360 basis and paid in arrears on March 1, 2027, September 1, 2027 and at maturity, subject to earlier redemption. The issuer may, at its option, redeem all (but not part) of the notes at par plus accrued interest on March 1, 2027, June 1, 2027 or September 1, 2027. The notes are issued under JPMorgan’s Series A medium-term note program, are not bank deposits, are not FDIC insured, and involve risks described in the referenced risk factor sections. The price to the public is expected to be between $997.60 and $1,000 per $1,000 note, with selling commissions that, if priced today, would be about $1.00 and will not exceed $2.50 per $1,000 note.

JPMORGAN CHASE & CO (JPM), via JPMorgan Chase Financial Company LLC, is offering Capped Trigger GEARS linked to the S&P 500® Equal Weight Index under its medium-term note program. Each Security has a $10 principal amount and a term of approximately 4 years, from an expected trade date of August 27, 2026 to maturity on or about August 29, 2030.

At maturity, if the index return is positive, investors receive principal plus 1.50x the index gain, capped at a Maximum Gain between 42.50% and 47.50%. If the index return is zero or negative but the final level is at or above the Downside Threshold of 75% of the Initial Value, principal is repaid. If the final level is below this threshold, repayment is reduced dollar-for-dollar with the index loss, down to zero.

The Securities pay no interest and do not provide dividends from the index components. They are unsecured obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co., and are described as significantly riskier than conventional debt. The price to public is $10.00 per Security, including up to $0.30 in selling commissions, with net proceeds of $9.70 to the issuer. The estimated value, if priced on the indicated date at the midpoint Maximum Gain, would be about $9.592 per $10, and will not be less than $9.20 at pricing.

JPMORGAN CHASE & CO (JPM), through its wholly owned finance subsidiary JPMorgan Chase Financial Company LLC, is offering Capped GEARS (Growth Enhanced Asset Return Securities) linked to the S&P 500 Index, fully and unconditionally guaranteed by JPMorgan Chase & Co.

Each Security has a $10 principal amount, with a minimum investment of $1,000, a term of about 14 months from the expected August 27, 2026 trade date to the October 29, 2027 maturity. If the S&P 500 return over the term is positive, investors receive principal plus 3.00x the index return, capped by a Maximum Gain between 13.35% and 15.35% to be set on the trade date. If the index is flat, only principal is repaid.

If the index return is negative, repayment is linearly reduced with full downside exposure, so investors can lose some or all of their principal. The Securities pay no interest and provide no dividends. The price to public is $10.00 per Security, including up to $0.20 in selling commissions, with issuer proceeds of $9.80 per Security. The indicative estimated value is about $9.753, and will not be less than $9.40 per $10 principal amount when finalized. All payments depend on the creditworthiness of both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.

JPMorgan Chase & Co. (JPM), via JPMorgan Chase Financial Company LLC, is offering Trigger GEARS notes linked to the EURO STOXX 50® Index, maturing around August 29, 2036. Each Security has a $10 principal amount and provides leveraged upside exposure: if the index return is positive, the maturity payment equals $10 plus the index return multiplied by an Upside Gearing between 1.93 and 2.1325.

If the index return is zero or negative but the final index level is at or above 65% of the Initial Value (the Downside Threshold), investors receive full principal back at maturity. If the index return is negative and the final level is below this threshold, repayment is $10 plus $10 times the negative index return, exposing investors to full downside and possible total loss of principal. The notes pay no interest or dividends and are subject to the credit risk of JPMorgan Chase Financial Company LLC and the JPMorgan Chase & Co. guarantee.

The price to the public is $10.00 per Security, including up to $0.50 in selling commissions to UBS, with proceeds to the issuer of $9.50 per Security. The estimated value, assuming Upside Gearing at the midpoint of the range, would be about $9.058 per $10, and will not be less than $8.90 when set, reflecting embedded costs and hedging.

JPMorgan Chase Financial Company LLC is offering unsecured Trigger GEARS linked to an unequally weighted basket of five equity indices, fully and unconditionally guaranteed by JPMorgan Chase & Co. The Basket gives greatest weight to the EURO STOXX 50® Index (40%), with additional exposure to the Nikkei 225 (25%), FTSE® 100 (17.5%), Swiss Market Index (10%) and S&P/ASX 200 (7.5%).

Each Security has a $10 principal amount, with a minimum investment of $1,000, and an expected term from August 27, 2026 to August 29, 2031. If the Basket Return is positive, investors receive principal plus leveraged upside based on an Upside Gearing to be set on the trade date, expected between 1.71 and 1.91. If the Basket Return is zero or negative but the Final Basket Value is at or above the Downside Threshold of 75% of the Initial Basket Value, investors receive principal only.

If the Final Basket Value falls below the Downside Threshold, repayment is reduced dollar-for-dollar with the Basket’s loss, and investors can lose all principal. The Securities pay no interest, provide no dividends, and all payments depend on the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co. The price to public is $10.00 per Security, while the estimated value at pricing is expected to be about $9.779, and not less than $9.40, reflecting structuring and hedging costs. Tax counsel views the Securities as open transactions for U.S. federal income tax purposes, and the issuer expects Section 871(m) withholding not to apply to Non‑U.S. Holders, though this is not binding on the IRS.

JPMorgan Chase Financial Company LLC is offering Series A Digital Equity Notes due November 24, 2027, linked to the S&P 500® Index and fully and unconditionally guaranteed by JPMorgan Chase & Co. Each note has a $1,000 principal amount and pays no interest.

At maturity, for each $1,000 note, investors receive the threshold settlement amount (expected between $1,095.30 and $1,111.80) if the S&P 500 final level is at least 90.00% of its initial level. If the index declines by more than 10.00%, principal is lost on a leveraged basis at approximately 1.1111% for each 1% drop beyond the 10% buffer, down to total loss. Returns are capped at a cap level expected between 109.53% and 111.18% of the initial index level, and the notes will not be listed. The estimated value at pricing is expected between $977.30 and $987.30 per $1,000 note, below the issue price, reflecting selling commissions of up to 1.25% and hedging and structuring costs; payments are subject to the credit risk of both the issuer and guarantor and to complex, unsettled U.S. tax treatment.

JPMorgan Chase Financial Company LLC is offering Auto Callable Contingent Interest Notes linked to the common stock of Freeport-McMoRan Inc., fully and unconditionally guaranteed by JPMorgan Chase & Co. Each note has a $1,000 principal amount and a minimum denomination of $1,000.

The notes pay a Contingent Interest Rate of at least 15.00% per annum (at least 3.75% per quarter) for any Review Date on which the Freeport-McMoRan share price is at or above the Interest Barrier of 56.75% of the Initial Value. Missed interest can be paid later if the barrier is met on a subsequent Review Date. The notes may be automatically called on any Review Date from February 22, 2027 (other than the first and final Review Dates) if the share price is at or above the Initial Value, returning $1,000 plus due and unpaid contingent interest.

If not called and the final share price on August 21, 2028 is at or above the Trigger Value (also 56.75% of the Initial Value), holders receive $1,000 plus applicable contingent interest. If the final price is below the Trigger Value, repayment is reduced by the full stock decline, and investors can lose more than 43.25% and up to all principal. The notes are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., and the estimated value at pricing is expected to be below the $1,000 issue price (approximately $960 today, but not less than $940 per $1,000 principal amount).

JPMorgan Chase Financial Company LLC plans to issue Callable Fixed Rate Notes due August 31, 2029, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay 4.70% per annum, with interest on each March 1 and September 1, beginning March 1, 2027, using a 30/360 day count.

Each note has a $1,000 principal amount. The issuer may redeem the notes in whole, but not in part, on the first calendar day of March, June, September and December, from September 1, 2027 through June 1, 2029, at par plus accrued interest. The business day convention is Following and the interest accrual convention is Unadjusted.

The price to the public per $1,000 principal amount will be between $995.10 and $1,000. If priced today, selling commissions would be about $2.00 per $1,000, and will not exceed $7.50 per $1,000. The notes are not bank deposits, are not insured by the FDIC or any governmental agency, and are expected to be treated as fixed-rate debt for U.S. federal income tax purposes without original issue discount.