[424B2] Inverse VIX Short-Term Futures ETNs due March 22, 2045 Prospectus Supplement
Rhea-AI Filing Summary
JPMorgan Chase Financial Company LLC is offering $610,000 in Auto Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index (MQUSLVA). The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co., and settle on or about 14 July 2025.
Coupon mechanics
- Contingent Interest Rate: 8.00% p.a., paid monthly (≈0.66667%/month) only if the Index closes ≥ 50% of the Initial Value (Interest Barrier) on a Review Date.
- No fixed coupon: payments cease for any Review Date on which the Index is < 50% of Initial Value.
Automatic call feature
- From the 12th Review Date (9 Jul 2026) onward, the notes are automatically called if the Index closes ≥ 90% of Initial Value (Call Value) on any Review Date (excluding first-11 and final dates).
- Call payment: principal + current contingent coupon; no further payments thereafter.
Maturity & downside risk
- Maturity: 12 Jul 2030, unless previously called.
- Principal at risk: If not called and Final Value < 50% of Initial Value (Trigger Value), redemption is $1,000 + ($1,000 × Index Return), resulting in a loss of >50%—up to full principal loss.
Key index characteristics
- The Index dynamically allocates up to 500% exposure to E-mini S&P 500® futures to maintain a 35% implied-volatility target, subject to a 6.0% per-annum daily deduction that drags performance.
- Established 11 Feb 2022; JPM affiliates own 10% of the Index Sponsor, creating potential conflicts.
Economics & fees
- Price to public: $1,000 per note; selling commissions $42.75 (4.275%).
- Estimated value: $900.10, ~10% below issue price, reflecting structuring and hedging costs.
- Secondary market liquidity will depend on J.P. Morgan Securities LLC (JPMS); notes are not exchange-listed.
Principal risks
- Credit risk of JPMorgan Financial and JPMorgan Chase & Co.
- No guaranteed interest; potential for zero coupons over the life of the note.
- Index leverage, daily 6% deduction, and roll costs may erode index levels.
- Early call risk limits upside; investors may be forced to reinvest at lower rates.
- Tax treatment uncertain; contingent coupons expected to be ordinary income.
CUSIP: 48136FHV7 | Minimum denomination: $1,000
Positive
- 8.00% contingent annual coupon offers materially higher current income than traditional IG corporates, subject to barrier.
- 50% trigger/interest barrier provides partial downside buffer before principal loss accrues.
- Early automatic call from Jul 2026 can accelerate return of capital with accrued interest.
Negative
- Principal is at full risk below 50% trigger; investors could lose up to 100% of capital.
- 6% per-annum daily deduction on the index dampens performance, reducing coupon and call probability.
- Issue price exceeds estimated value by ≈$99.90 per $1,000 (≈10%), reflecting high structuring costs.
- Notes are illiquid and unlisted; exit likely only via dealer at a discount.
- Upside is capped at sum of coupons; investors forgo any index appreciation above call barrier.
Insights
TL;DR 8% contingent coupon with 50% trigger, 90% auto-call, 6% index drag makes payoff highly path-dependent.
From a payoff-engineering viewpoint, this note offers an above-market headline rate but only under moderate equity conditions. The 50% barrier provides meaningful downside protection, yet the embedded short put exposure is significant if the S&P 500 sells off sharply. The 6% daily deduction on the underlying index reduces the likelihood of sustaining levels above the call barrier, effectively lengthening expected tenor while still limiting upside to coupon accruals. Investors are paying roughly 100 bps per annum in structuring premium (issue price vs. estimated value). Credit quality (Aa2/A+) is strong, but liquidity is dealer-driven. Overall risk-reward skews neutral to slightly negative for buy-and-hold investors.
TL;DR Attractive headline yield, but leverage, fee drag and limited upside constrain portfolio utility.
In portfolio context, this security acts like a high-volatility income trade—long credit of JPM, short deep-out-of-the-money equity downside beyond -50%. Given current implied vol near historical averages, probability trees suggest coupon receipt in early months is plausible; however, cumulative coupon maxes at 40% over five years if never called, and fair-value gap already clips ~10%. Risk of missing coupons during spikes, combined with potential fat-tail loss, creates an unfavorable Sharpe when compared with investment-grade corporates plus an equity put spread overlay. Suitable only for tactical allocators seeking contingent income and comfortable with binary outcomes.