JPMORGAN CHASE & CO SEC Filings

JPMorgan Chase Financial Company LLC is issuing unsecured Trigger GEARS linked to an unequally weighted basket of five equity indices, fully and unconditionally guaranteed by JPMorgan Chase & Co. Each Security has a $10 principal amount, minimum investment $1,000, and an expected term of approximately 5 years to August 29, 2031.

At maturity, if the Basket Return is positive, investors receive principal plus leveraged upside based on an Upside Gearing between 1.50 and 1.68. If the Basket Return is zero or negative but the Final Basket Value is at or above the 75% Downside Threshold, principal is repaid. If the Final Basket Value is below that threshold, repayment is reduced dollar-for-dollar with the negative Basket Return, up to a total loss of principal.

The basket weights are 40% EURO STOXX 50®, 25% Nikkei 225, 17.5% FTSE® 100, 10% Swiss Market Index and 7.5% S&P/ASX 200. The issue price is $10.00, including up to $0.35 in selling commissions, for net proceeds of $9.65 to the issuer. The indicative estimated value is about $9.44 per $10, and will not be less than $9.10 per $10. The Securities pay no interest or dividends, are subject to full market downside beyond the threshold, and expose holders to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC is offering Medium-Term Notes, Series A, Capped Buffered Enhanced Participation Basket-Linked Notes due October 8, 2027, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are linked to an unequally weighted basket of five equity indices: EURO STOXX 50® (40%), TOPIX® (25%), FTSE® 100 (17%), Swiss Market Index (11%) and S&P/ASX 200 (7%), with an initial basket level of 100.

The notes pay no interest. At maturity, investors receive $1,000 plus 1.80 times any positive basket return, subject to a cap level expected between 108.38% and 109.85% of the initial basket level and a maximum settlement amount expected between $1,150.84 and $1,177.30 per $1,000. A buffer protects principal for basket declines up to 12.50% (buffer level 87.50%); beyond that, losses are amplified by a buffer rate of approximately 1.1429, and principal can be fully lost.

The original issue price is 100.00% of principal, with underwriting commission of 0.00% and net proceeds of 100.00%. The estimated value is expected between $982.90 and $992.90 per $1,000, reflecting internal funding and hedging costs. The notes are unsecured obligations subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co., will not be listed, and may have limited or no secondary market liquidity.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto callable yield notes linked to the common stock of Advanced Micro Devices, Inc. (AMD), maturing on August 30, 2029. The notes pay an interest rate of at least 13.00% per annum, or at least 3.25% per quarter, as long as they remain outstanding and are not automatically called.

The notes are automatically called, and principal repaid early, if on any Review Date from March 1, 2027 through August 27, 2029 (excluding the final Review Date for early call) the AMD share closing price is greater than or equal to the Initial Value. If held to maturity and not called, investors receive full principal plus the final interest payment if the Final Value is at least the Trigger Value, set at 50.00% of the Initial Value.

If the notes are not automatically called and AMD’s Final Value is below the Trigger Value, the maturity payment is reduced by the same percentage decline as AMD’s price, plus the final interest payment, and investors can lose more than 50% and up to all of principal. Minimum denomination is $1,000, and the notes are unsecured, unsubordinated obligations subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co. An indicative estimated value is about $950 per $1,000 note, and will not be less than $930 per $1,000 at pricing.

JPMorgan Chase Financial Company LLC is offering structured Capped Notes linked to the S&P 500® Futures Excess Return Index, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes participate 100% in any positive Index return over the term, but gains are capped by a Maximum Amount of at least $565 per $1,000 note, implying a maximum return of at least 56.50% at maturity.

At maturity on August 24, 2028, investors receive $1,000 plus the Additional Amount if the Index has risen, subject to the cap. If the Index is flat or down, the payoff equals $1,000 plus $1,000 × Index Return, but not less than $950 per $1,000, so up to 5% of principal may be lost, and there are no interest payments. The notes are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co. The price to public is $1,000 per note; if priced on the described date, the estimated value would be about $987, and will not be less than $900 per $1,000 note, reflecting embedded structuring, hedging and distribution costs.

JPMorgan Chase Financial Company LLC is offering unsecured, unsubordinated Auto Callable Buffered Return Enhanced Notes linked to the iShares MSCI Emerging Markets ETF (EEM), fully and unconditionally guaranteed by JPMorgan Chase & Co. Each note has a $1,000 principal amount and may be automatically called on September 1, 2027 if the ETF’s closing price is at or above the Call Value, paying $1,150 per note (principal plus a $150 Call Premium) on September 7, 2027, with no further payments.

If not called, the notes mature on August 29, 2030. At maturity, investors receive $1,000 plus at least 1.46× any positive Fund return; full principal is repaid if the ETF has fallen by up to the 15% Buffer Amount. If the ETF declines by more than 15%, principal is reduced 1% for each additional 1% drop, up to a 85% loss of principal. The notes pay no interest or dividends, are subject to the credit risk of both the issuer and guarantor, and may be difficult to sell. If priced on the described date, the estimated value would be about $980.10 per $1,000 note and will not be less than $900, reflecting embedded fees, hedging costs and dealer compensation.

JPMorgan Chase Financial Company LLC is offering auto callable contingent interest notes linked to the common stock of Palo Alto Networks, Inc. (PANW), fully and unconditionally guaranteed by JPMorgan Chase & Co., in minimum denominations of $1,000 per note.

The notes pay a Contingent Interest Rate of at least 23.25% per annum (at least 5.8125% per quarter) only when, on a Review Date, PANW’s closing price is at or above the Interest Barrier of 60.00% of the Strike Value. The Strike Value was set at $384.27 on August 14, 2026, so the Interest Barrier and Trigger Value are 60% of that level. The notes are auto callable if PANW’s price on a non‑final Review Date is at or above the Strike Value, with the earliest call date on November 16, 2026, and mature on August 19, 2027.

If not called and the Final Value is below the Trigger Value, repayment at maturity is $1,000 + ($1,000 × Stock Return), exposing holders to a loss of more than 40% and potentially all principal. The estimated economic value is currently about $974.10 per $1,000 note, and will not be less than $940.00, reflecting embedded selling, structuring and hedging costs. The notes are unsecured, not FDIC‑insured, not listed on any exchange, may pay no interest, and are subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering structured Callable Contingent Interest Notes linked to the common stock of Delta Air Lines, Inc. The notes pay a contingent coupon of at least 12.00% per annum, or at least 3.00% per quarter, only for Review Dates when Delta’s closing share price is at or above an Interest Barrier of 50.00% of the Initial Value.

The notes are callable at the issuer’s option on any Interest Payment Date from February 23, 2027 (except the first and final dates), at $1,000 per note plus any due contingent interest. If not called, they mature on August 23, 2028. If the Final Value on the last Review Date is below the Trigger Value of 50.00% of the Initial Value, principal is reduced one-for-one with the stock loss, so investors can lose more than 50% and up to all principal.

The minimum denomination is $1,000. Indicatively, the notes’ estimated value is about $970 per $1,000 at launch and will not be less than $950, reflecting embedded costs such as up to $10 per $1,000 in selling commissions and up to $1 per $1,000 in structuring fees. Investors forgo Delta dividends, face JPMorgan credit risk, limited liquidity, and complex U.S. tax treatment, including treatment as prepaid forward contracts with contingent coupons.

JPMorgan Chase & Co. (JPM), via JPMorgan Chase Financial Company LLC, is offering unsecured, unsubordinated Callable Contingent Interest Notes due August 24, 2029 linked to the least performing of the Nasdaq-100® Technology Sector, the Russell 2000® Index and the S&P 500® Index. The notes pay monthly Contingent Interest Payments only when the closing level of each index on a Review Date is at least 70% of its Initial Value (the Interest Barrier); the actual Contingent Interest Rate will be at least 9.95% per annum, paid at about 0.82917% per month.

The issuer may redeem the notes early, in whole, on specified Interest Payment Dates starting February 25, 2027, paying $1,000 per note plus any due Contingent Interest Payment. If the notes are not redeemed and, on the final Review Date, the Final Value of any index is below its 70% Trigger Value, principal is reduced one-for-one with the decline of the Least Performing Index, down to a total loss. The notes are fully and unconditionally guaranteed by JPMorgan Chase & Co., but expose investors to JPMorgan Financial and JPMorgan Chase & Co. credit risk, potential illiquidity, an estimated value below the $1,000 issue price, and complex U.S. tax and withholding considerations.

JPMORGAN CHASE & CO (JPM), through JPMorgan Chase Financial Company LLC, is offering unsecured auto callable contingent interest notes linked individually to the Dow Jones Industrial Average®, Nasdaq-100 Index® and Russell 2000® Index, fully and unconditionally guaranteed by JPMorgan Chase & Co.

Investors receive a monthly Contingent Interest Payment only when the closing level of each index on an Interest Review Date is at least 75% of its Initial Value (the Interest Barrier). The notes are automatically called on quarterly Autocall Review Dates if each index is at or above its Initial Value, with the earliest possible call on August 24, 2027; if called, investors receive $1,000 plus the applicable contingent interest and no further payments.

If not called, at maturity on August 28, 2031 investors receive $1,000 plus the final contingent interest if the Final Value of each index is at or above 70% of its Initial Value (the Trigger Value). If any index finishes below its Trigger Value, repayment is reduced by the full negative return of the least performing index, so principal losses can exceed 30% and reach 100%. The minimum denomination is $1,000, the contingent interest rate will be at least 8.10% per annum (0.675% per month), and today’s estimated value is about $932.70 per $1,000 note, not less than $900. All payments are subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co.