[424B2] Inverse VIX Short-Term Futures ETNs due March 22, 2045 Prospectus Supplement
JPMorgan Chase Financial Company LLC is offering $1.968 million of Auto-Callable Contingent Interest Notes linked to the MerQube US Tech+ Vol Advantage Index (MQUSTVA), maturing on 28 June 2030 and fully, unconditionally guaranteed by JPMorgan Chase & Co.
The notes pay a contingent coupon of 8.50% p.a. (0.70833% monthly). A coupon is paid on any monthly Interest Payment Date only if, on the corresponding Review Date, the Index closes at or above the Interest Barrier of 80% of the Initial Value (8,633.128). Any skipped coupons are accrued and paid later once the barrier condition is satisfied.
An automatic call is triggered if, on any Review Date from June 2026 onward (excluding the final date), the Index closes at or above its Initial Value of 10,791.41. Called investors receive: (a) par; (b) the current coupon; and (c) any accrued unpaid coupons. If not called, the notes repay at maturity. Principal is protected only down to the Buffer Threshold of 70% of the Initial Value (7,553.987). Below that level, investors participate one-for-one in downside in excess of the 30% buffer, potentially losing up to 70% of principal.
Structural considerations: the Index deducts 6.0% p.a. daily plus a notional SOFR+0.50% financing cost on its QQQ exposure, acting as a constant performance drag. The Index can rebalance weekly between 0% and 500% notional exposure to the Invesco QQQ Trust to target 35% implied volatility. The notes are senior unsecured obligations of JPMorgan Financial (CUSIP 48136ESC0) and rank pari passu with other senior debt; payments are subject to issuer and guarantor credit risk.
Pricing & distribution: Each $1,000 note is offered at par. The selling concession may be up to $40; total dealer compensation is $73,977.50 (3.78% of face). The estimated value on the pricing date is $915.50 per $1,000, reflecting embedded fees, the issuer’s funding spread and hedging costs. Minimum denomination is $1,000 and integral multiples thereof. Settlement is expected on 30 June 2025.
Key risks highlighted: (1) loss of up to 70% of principal if the Index falls below the buffer; (2) no guaranteed coupons; (3) significant performance drag from the Index’s deductions; (4) credit exposure to JPMorgan Chase; (5) liquidity and valuation risk for secondary trading; and (6) potential conflicts of interest, as JPM affiliates co-created and maintain the Index.
- 8.50% contingent annual coupon offers higher income potential than traditional investment-grade debt.
- 30% downside buffer provides limited principal protection if the Index decline does not exceed 30%.
- Automatic call feature may return capital early with accrued coupons, improving annualised yield.
- Guarantee by JPMorgan Chase & Co. adds a strong A-rated credit backstop.
- Estimated value of $915.50 indicates an immediate ~8.5% economic cost to investors.
- 6.0% annual index deduction and financing cost create a structural performance drag, raising the likelihood of missed coupons and principal loss.
- Up to 70% principal loss possible if the Index falls below the 70% threshold at maturity.
- Credit risk inherent as obligations are unsecured and unsubordinated.
- High selling commissions (up to $40 per $1,000) reduce investor value and create conflict of interest.
Insights
TL;DR Coupon 8.5% with 30% buffer looks attractive, but high fees and index drag erode value; impact on JPMorgan negligible.
The note provides an above-market headline yield but only when the MerQube US Tech+ Vol Advantage Index stays within 20% of its start level. The buffer cushions the first 30% of decline, yet the investor’s break-even hinges on the Index outperforming a 6% annual deduction plus financing cost. The embedded value gap—estimated value of $915.50 versus $1,000 issue price—implies ~8.5% upfront cost to investors. Automatic call after year one caps upside and shortens duration if the tech-heavy QQQ exposure rallies strongly, limiting long-run coupon accrual. On the issuer side, proceeds of $1.9 million are immaterial to JPMorgan’s balance sheet; the note is primarily a fee-generating retail product. Overall impact: neutral for JPMorgan, mixed for investors.
TL;DR Investors trade 70% downside risk and issuer credit risk for contingent coupons; product complexity raises suitability concerns.
Principal protection only extends to a 30% buffer; beyond that, losses accelerate. Because coupons are contingent, total cash flow could be zero if volatility spikes and the Index remains below 80% of its start level. The structural drag (6% fee + financing) increases the probability of such outcomes. Credit risk is present through the seven-year term; a downgrade of JPM would pressure secondary prices. Notional size is small, so market impact is negligible, but the note’s complexity, issuer involvement in the Index, and wide bid-offer spreads warrant a conservative stance. I classify the disclosure as neutral to slightly negative for risk-aware investors.

















