[424B2] Inverse VIX Short-Term Futures ETNs due March 22, 2045 Prospectus Supplement
Rhea-AI Filing Summary
JPMorgan Chase Financial Company LLC is offering $85,000 aggregate principal of Auto Callable Contingent Interest Notes linked to the MerQube US Gold Vol Advantage Index (MQUSGVA). The notes pay a 14.25% p.a. contingent coupon (3.5625% quarterly) only if the Index closes on a Review Date at or above the Interest Barrier of 60% of the initial level (1,649.58). If on any Review Date after the first, the Index closes at or above the Initial Value (2,749.30), the notes are automatically called for $1,000 principal plus the current coupon.
If the notes are not called, principal is protected only down to the Trigger Value (60% of the Initial Value). Should the Final Value be below that trigger, investors lose 1% of principal for every 1% decline in the Index, with a potential total loss of principal. Maturity is July 5 2030.
The Index employs a rules-based strategy on gold futures with maximum 500% leverage and a 6% p.a. daily fee, both of which can materially drag performance. The estimated value of each $1,000 note at pricing was $929.50, versus a public offering price of $1,000, reflecting selling commissions ($5 per note) and structuring/hedging costs. The notes are senior unsecured obligations of JPMorgan Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co., and will not be listed on any exchange.
Key dates: Pricing Date — June 30 2025; Settlement — July 3 2025; first call opportunity — Dec 30 2025; 20 scheduled quarterly Review/Interest Payment dates through maturity. Minimum denomination is $1,000 (CUSIP 48136ERT4).
- Credit risk: payment depends on JPMorgan Financial and JPMorgan Chase & Co.
- Liquidity risk: no listing; secondary trading only through JPMS on a best-efforts basis.
- Conflict of interest: JPM affiliates helped design the Index and hold a 10% stake in the Index Sponsor.
Positive
- None.
Negative
- None.
Insights
TL;DR — High coupon/early-call potential offset by aggressive index drag and full downside below 60%.
The 14.25% contingent coupon is attractive relative to short-dated yields, but investors are underwriting substantial strategy risk. The Index’s 6% annual fee, leverage up to 5× and potential contango-induced roll costs mean it may underperform spot gold significantly, raising the likelihood of barrier breaches. The 7.0% discount between the issue price and estimated value highlights sizeable distribution and hedging costs. From a credit standpoint, JPMorgan’s A/A-level ratings mitigate default concerns, yet the note remains an unsecured claim. Given the quarterly call feature after six months, the most probable outcomes are early redemption with limited upside or prolonged exposure with asymmetric downside. Overall, I classify the impact on prospective investors as neutral—reward can be meaningful, but risks are clearly elevated.
TL;DR — Structural drag, leverage and illiquidity create material downside; risk profile skews negative.
The product embeds multiple adverse factors: (1) daily 6% fee erodes index value; (2) leverage amplifies gold futures volatility; (3) principal loss kicks in at just a 40% drawdown, plausible in commodities. Estimated value is $70.5 below par, implying an immediate mark-to-market deficit. No exchange listing limits exit routes, and accelerated redemption upon hedging disruption adds uncertainty. Conflicts stemming from JPM’s stake in the Index Sponsor further compromise alignment. I view the note as negative for most retail portfolios lacking commodity or structured-product expertise.