[424B3] Inverse VIX Short-Term Futures ETNs due March 22, 2045 Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

On June 30, 2025, MediaAlpha, Inc. (NYSE: MAX) filed a Form 8-K announcing technology-leadership changes and related compensation matters.

Item 5.02 – Executive transition. Chief Technology Officer Eugene Nonko resigned effective June 30, 2025, and simultaneously entered into a Fifth Amendment to his employment agreement to remain as Chief Architect, a non-executive individual-contributor role.

• Base salary: unchanged at $550,000 for 2025.
• Cash incentive bonus: 100 % of salary for 1H25 and 70 % for 2H25, delivering a blended 85 % target, or $467,500, subject to the same corporate metrics used for other senior executives.
• Equity awards: (1) Previously granted RSUs with a $2.75 million grant-date value (50 % of his $5.5 million CTO target opportunity); (2) an additional RSU award valued at $750,000 will be granted 15 July 2025, calculated by dividing $750,000 by the 20-day average share price. All RSUs vest in 16 equal quarterly instalments beginning 15 Aug 2025, contingent upon continued service.

The amendment is filed as Exhibit 10.1.

Item 7.01 – Regulation FD. The company furnished a press release (Exhibit 99.1) announcing the appointment of Amy Yeh as the new Chief Technology Officer. The information under Item 7.01 is considered “furnished,” not “filed,” under the Exchange Act.

Positive

• Retention of expertise: Eugene Nonko remains as Chief Architect, preserving institutional knowledge despite stepping down as CTO.
• Performance-linked compensation: Majority of incremental pay is in RSUs and bonus tied to company metrics, aligning incentives with shareholder value.
• Clear succession: Appointment of Amy Yeh as new CTO provides leadership continuity and may strengthen the technology function.

Negative

• Leadership transition risk: Change in CTO position could disrupt ongoing technology projects and strategy execution.
• Equity dilution: Additional $750k RSU grant adds to share count, albeit modestly, and vests over four years.
• Ongoing high cash cost: $550k base salary and up to $467.5k cash bonus maintain a sizable fixed expense for a non-executive role.

Insights

Securities Analyst

TL;DR: Leadership hand-off appears orderly; Nonko retained, new CTO named; compensation largely stock-based; minimal immediate financial impact.

The 8-K outlines an internal succession: Eugene Nonko steps down as CTO yet stays on as Chief Architect. Retaining him preserves product architecture knowledge while transferring executive oversight to Amy Yeh (details in Exhibit 99.1). His cash cost remains flat at $550k, and bonus opportunity aligns with peers, limiting incremental expense. The additional $750k RSU grant is small relative to MediaAlpha’s equity base and vests over four years, reducing near-term dilution. Because no operational guidance changed, I view the disclosure as neutral for valuation but reassuring regarding continuity.

Corporate Governance Expert

TL;DR: Smooth succession and performance-linked pay align with shareholder interests; modest dilution risk; execution continuity still needs monitoring.

From a governance lens, MediaAlpha followed best practice by promptly disclosing the CTO transition, filing the exact amendment, and structuring Mr. Nonko’s pay with a high equity component that vests quarterly, encouraging retention and performance. Appointing Amy Yeh signals board attention to leadership depth. Potential concerns include concentration of technical knowledge and incremental equity issuance, but those risks are bounded by the limited $750k award size. Overall impact on shareholders is neutral to slightly positive.

nts Payable ity** Total Return at Maturity if not Automatically Called of Amou or at Matur Total Return at Second Review Date* cal Examples omatic Call Total Return at First Review Date* Hypotheti Upon Aut Index Return at Review Date 60.00% 16.00% 8.00% 60.00% 40.00% 16.00% 8.00% 40.00% 20.00% 16.00% 8.00% 20.00% 10.00% 16.00% 8.00% 10.00% 5.00% 16.00% 8.00% 5.00% 3.00% 16.00% 8.00% 3.00% 2.00% 16.00% 8.00% 2.00% 1.00% 16.00% 8.00% 1.00% 0.50% N/A 8.00% 0.50% 0.00% N/A N/A 0.00% 0.00% N/A N/A - 5.00% 0.00% N/A N/A - 10.00% 0.00% N/A N/A - 20.00% 0.00% N/A N/A - 30.00% 0.00% N/A N/A - 50.00% 0.00% N/A N/A - 60.00% 0.00% N/A N/A - 80.00% 0.00% N/A N/A - 100.00% The following is a summary of the terms of the notes offered by the preliminary pricing supplement hyperlinked below. Overview The notes provide exposure to the J.P. Morgan Multi - Asset Index (the “Index”), which seeks to provide a dynamic and diversified asset allocation based on a momentum investment strategy, while attempting to maintain a stable level of volatility over time. The Index tracks the return of (a) a dynamic notional portfolio consisting of up to 10 excess return futures - based indices (each a “Constituent,” and collectively the “Constituents”), converted into U.S. dollars (in the case of Constituents not denominated in U.S. dollars), less (b) a 1.00% per annum daily deduction, with an initial volatility threshold of 4.0%. The Constituents represent a broad range of asset classes (equities, fixed income and commodities) and developed markets (the United States, Germany and Japan). Summary of Terms JPMorgan Chase Financial Company LLC JPMorgan Chase & Co. $1,000 J.P. Morgan Multi - Asset Index MAX 100% July 31, 2025 July 31, 2028 August 3, 2028 Annual 48136FDF6 http://sp.jpmorgan.com/document/cusip/48136FDF6/doctype/Product_Termsheet/document.pdf Issuer: Guarantor: Minimum Denomination: Index: Index Ticker: Participation Rate: Pricing Date: Final Review Date: Maturity Date : Review Dates : CUSIP : Preliminary Pricing Supplement: Estimated Value: The estimated value of the notes, when the terms of the notes are set, will not be less than $900.00 per $1,000 principal amount note. For information about the estimated value of the notes, which likely will be lower than the price you paid for the notes, please see the hyperlink above. Automatic Call If the closing level of the Index on any Review Date (other than the final Review Date) is greater than or equal to the Call Value for that Review Date, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date, payable on the applicable Call Settlement Date. No further payments will be made on the notes. Payment at Maturity If the notes have not been automatically called and the Final Value is greater than the Initial Value, at maturity, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return multiplied by the Participation Rate. If the notes have not been automatically called and if held to maturity, you will receive a full repayment of principal on the notes, even if the level of the Index declines, subject to the credit risks of JPMorgan Chase Financial LLC and JPMorgan Chase & Co . Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. the prospectus supplement and the relevant product supplement and underlying supplement, Annex A to the prospectus addendum and "Selected Risk Considerations" in the relevant pricing supplement. accuracy or the adequacy of this document or the relevant product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. Terms supplement to the prospectus dated April 13, 2023, the prospectus supplement dated April 13, 2023, the product supplement no. 3 - I dated April 13, 2023, the underlying supplement no. 23 - I dated August 28, 2023 and the prospectus addendum dated June 3, 2024 North America Structured Investments 3y Auto Callable J.P. Morgan Multi - Asset Index - Linked Notes Registration Statement Nos. 333 - 270004 and 333 - 270004 - 01 Dated June 27, 2025 Rule 424(b)(3) N/A – indicates that the notes would not be called on the applicable Review Date and no payment would be made for that date. J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com Investing in the notes linked to the Index involves a number of risks. See "Selected Risks" on page 2 of this document, "Risk Factors" in *Reflects a Call Premium of 8.00% per annum and the applicable maximum Call Values listed in the table to the left. The Call Premium will be provided in the pricing supplement and will not be less than 8.00% per annum. The Call Values will be Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the provided in the pricing supplement and will not be greater than the applicable maximum. **The hypothetical returns on the notes shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns would likely be lower. Call Premium* Call Value* Review Date At least 8.00% At most 100.50% of the Initial Value First At least 16.00% At most 101.00% of the Initial Value Second

Selected Risks • The notes may not pay more than the principal amount at maturity . • The Index is subject to a 1 . 00 % per annum daily deduction . • The Index involves risks associated with the Index’s momentum investment strategy, which may not be successful, and the Index may not approximate its initial volatility threshold or outperform an alternative strategy . • No interest payments or voting rights . • Our affiliate, J . P . Morgan Securities LLC (who we refer to as JPMS), the index sponsor and index calculation agent, may adjust the Index in a way that affects its level . Selected Risks (continued) • Any payment on the notes is subject to the credit risks of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co . Therefore the value of the notes prior to maturity will be subject to changes in the market’s view of the creditworthiness of JPMorgan Chase Financial Company LLC or JPMorgan Chase & Co . • Risks associated with non - U . S . securities market (including currency exchange risks), small capitalization stocks, fixed income securities (including interest rate - related and credit risks), commodity futures, crude oil, gold and the uncertain legal and regulatory regimes that govern commodity futures . • The Call Value for each Review Date is greater than the Initial Value and increases progressively over the term of the notes . • If the notes are automatically called, the appreciation potential of the notes is limited to the applicable Call Premium Amount paid on the notes . • The automatic call feature may force a potential early exit . • As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent operations and has limited assets. • Because the Index may include notional short positions, the notes may be subject to additional risks. • Changes in the value of Constituents may offset each other. • A significant portion of the Index’s exposure may be allocated to the Bond Constituents. • The Constituents are subject to significant risks associated with futures contracts. • Suspension or disruptions of market trading in futures contracts may adversely affect the value of the notes. • An increase in the margin requirements for futures contracts included in the Constituents may adversely affect the level of that Constituent. • Changes in future prices of the futures contracts included in the Constituents relative to their current prices could lead to a decrease in any payment on the notes. • We will have the right to adjust the timing and amount of any payment on the notes if a commodity hedging disruption event occurs. • The estimated value of the notes will be lower than the original issue price (price to public) of the notes. • The estimated value of the notes is determined by reference to an internal funding rate. • The estimated value of the notes does not represent future values and may differ from others’ estimates. • The value of the notes, which may be reflected in customer account statements, may be higher than the then current estimated value of the notes for a limited time period. • Lack of liquidity: JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. The price, if any, at which JPMS will be willing to purchase notes from you in the secondary market, if at all, may result in a significant loss of your principal. • Potential conflicts: We and our affiliates play a variety of roles in connection with the issuance of notes, including acting as calculation agent and hedging our obligations under the notes, and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set. It is possible that such hedging or other trading activities of J.P. Morgan or its affiliates could result in substantial returns for J.P. Morgan and its affiliates while the value of the notes declines. • The tax consequences of the notes may be uncertain. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes. The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable product supplement and underlying supplement, Annex A to the prospectus addendum and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information. Additional Information Any information relating to performance contained in these materials is illustrative and no assurance is given that any indicative returns, performance or results, whether historical or hypothetical, will be achieved. These terms are subject to change, and J.P. Morgan undertakes no duty to update this information. This document shall be amended, superseded and replaced in its entirety by a subsequent preliminary pricing supplement and/or pricing supplement, and the documents referred to therein. In the event any inconsistency between the information presented herein and any such preliminary pricing supplement and/or pricing supplement, such preliminary pricing supplement and/or pricing supplement shall govern. Past performance, and especially hypothetical back - tested performance, is not indicative of future results. Actual performance may vary significantly from past performance or any hypothetical back - tested performance. This type of information has inherent limitations and you should carefully consider these limitations before placing reliance on such information. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax - related penalties. Investment suitability must be determined individually for each investor, and the financial instruments described herein may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisers as to these matters. This material is not a product of J.P. Morgan Research Departments. North America Structured Investments 3y Auto Callable J.P. Morgan Multi - Asset Index - Linked Notes Selected Benefits • The Index seeks to provide a dynamic and diversified asset allocation based on a momentum investment strategy, while attempting to maintain a stable level of volatility over time. The Index tracks the return of (a) a dynamic notional portfolio consisting of up to 10 excess return futures - based indices converted into U.S. dollars (in the case of Constituents not denominated in U.S. dollars), less (b) a 1.00% per annum daily deduction, with an initial volatility threshold of 4.0%. • The Constituents are as follows (see applicable underlying supplement and the preliminary pricing supplement for more information): J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com

FAQ

Why did MediaAlpha (MAX) file this Form 8-K?

To disclose the resignation of CTO Eugene Nonko, his new Chief Architect role, related compensation changes, and the appointment of Amy Yeh as CTO.

What is Eugene Nonko’s 2025 compensation after becoming Chief Architect?

Base salary: $550,000. Target bonus: 85 % of salary ($467,500). RSUs: $2.75 M previously plus $750k new grant vesting quarterly.

How will the new $750,000 RSU award be calculated?

The number of RSUs equals $750,000 divided by the average closing price of MAX shares over the 20 trading days ending the Friday before 15 Jul 2025.

When do the RSUs granted to Eugene Nonko vest?

All RSUs, including the new $750k grant, vest in 16 equal quarterly instalments starting 15 Aug 2025, subject to continuous service.

Who is MediaAlpha’s new Chief Technology Officer?

The press release furnished as Exhibit 99.1 announces the appointment of Amy Yeh as Chief Technology Officer effective June 30, 2025.