Inverse VIX S/T Futs ETNs due Mar22,2045 SEC Filings

JPMorgan Chase Financial Company LLC is offering Digital Buffered Notes linked to the S&P 500® Index that will mature on 29 July 2026. The preliminary terms (to be finalized on or about 11 July 2025) establish a Contingent Digital Return of at least 8.26%. Investors receive this fixed return if, at maturity, the Ending Index Level is (i) at or above the Initial Index Level or (ii) below the Initial Index Level by up to the 10% Buffer Amount.

If the Index falls by more than 10%, principal is lost on a leveraged basis: for every 1% decline beyond the buffer, the loss equals 1.11111% of principal. Consequently, a 50% Index drop would return only $555.56 per $1,000 note, and a complete Index collapse would wipe out the investment. Upside is capped at the Contingent Digital Return; any Index gain above 8.26% does not increase the payout.

The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial Co. and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Credit risk, therefore, rests on both entities. Minimum investment is $10,000, with integral $1,000 multiples. JPMS will act as selling agent and calculation agent; total selling commissions will not exceed $10 per $1,000 note.

The issuer estimates the note’s value at approximately $985.80 (and not less than $970) per $1,000 at pricing—below the public offer price—because of embedded selling, structuring and hedging costs. The notes will not be listed on an exchange, and secondary liquidity will rely solely on JPMS, which is not obligated to make a market.

Key risks highlighted include potential principal loss, capped upside, issuer/guarantor credit exposure, valuation opacity, and limited liquidity. Tax treatment is expected to follow “open transaction” principles, but the IRS could challenge that view. Section 871(m) withholding is not expected to apply, subject to future guidance.

JPMorgan Chase Financial Company LLC is offering $1.466 million of unsecured, unsubordinated Callable Contingent Interest Notes due 7 July 2028, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are linked individually to the Nasdaq-100 Technology Sector Index (NDXT) and the VanEck Gold Miners ETF (GDX); payouts depend on the performance of the lesser performing underlying.

• Contingent coupon: 12.55 % p.a. (1.04583 % monthly) paid only if on a Review Date both underlyings close ≥ 70 % of their initial values (the Interest Barrier).
• Down-side buffer: Final principal is protected unless either underlying closes < 60 % of its initial value (the Trigger Value) on the final Review Date; below that level repayment is reduced 1-for-1 with the weaker underlying.
• Issuer call: JPMorgan may redeem the notes in whole on any Interest Payment Date from 8 Oct 2025 onward, returning $1,000 plus the coupon then due.
• Key dates: Pricing 3 Jul 2025; settlement ≈ 9 Jul 2025; 36 monthly Review/Payment cycles; maturity 7 Jul 2028.
• Denomination: $1,000 and multiples thereof; CUSIP 48136ED69.

Offering economics show a price to public of $1,000, selling commissions of $9.50 (0.95 %) and net proceeds of $990.50. JPMorgan estimates the fair value at $963.10 (≈ 96.3 % of face), reflecting embedded structuring and hedging costs.

Principal risks include potential full loss of capital if either underlying falls below the 60 % trigger at maturity, non-payment of coupons whenever either index is < 70 % of its start level, early redemption at issuer’s discretion, secondary-market illiquidity (notes are unlisted), and exposure to JPMorgan credit risk. Sector concentration adds volatility: the technology index is sensitive to rapid innovation cycles and regulation, while the gold-miner ETF is driven by precious-metal prices and mining-industry factors.

The product is aimed at yield-seeking investors willing to accept equity-level risk, limited upside and issuer call uncertainty in exchange for a potentially high contingent coupon and a 40 % downside buffer.

JPMorgan Chase Financial Company LLC is offering $5 million of unlisted, unsecured Digital Notes linked to the 1-Year U.S. Dollar SOFR ICE Swap Rate ("ICE Swap Rate"), fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes price on 3 July 2025, settle on or about 9 July 2025 and mature on 22 July 2026 (≈ 13-month tenor). Minimum investment is $10,000 with $1,000 increments.

Pay-off structure

• Contingent Digital Return: a fixed 10.60 % ($106 per $1,000) payable at maturity if the Final Reference Rate is above or not more than 40 % below the Reference Strike Rate (3.874 %).
• Buffer: A 40 % cushion protects principal down to 60 % of the strike rate.
• Downside: If the ICE Swap Rate declines by > 40 %, investors lose 1.66667 % of principal for each additional 1 % decline, up to a 100 % loss if the rate is ≤ 0 %.
• No upside beyond 10.60 %: gains above the digital coupon are not passed through; the maximum payment is $1,106 per $1,000.

Illustrative outcomes (per $1,000):

• Final rate ≥ 2.324 % (60 % of strike): investor receives $1,106.
• Final rate 1.56 % (-60 % move): investor receives $666.67 (-33.33 % total return).
• Final rate 0 % or lower: investor receives $0.

Pricing & fees

• Price to public: $1,000.
• Selling commissions: $10 (1.0 %) retained by dealers; issuer proceeds $990.
• Estimated value: $981.30, reflecting internal funding and hedging costs and therefore $18.70 below the issue price.

Key risks

• Principal at risk: any decline greater than 40 % leads to leveraged losses.
• Credit risk: payments depend on JPMorgan Financial and JPMorgan Chase & Co.; notes are senior unsecured obligations.
• No coupons / liquidity: the notes pay nothing before maturity and will not be listed; secondary market making is discretionary.
• Rate uncertainty: the SOFR ICE Swap Rate has a limited data history (published only since Nov-2021); methodology changes or discontinuation are possible.
• Model value gap: investors pay more than the bank’s estimated economic value; early resale likely at a discount.

Tax considerations: issuer intends to treat the notes as “open transactions” (not debt) for U.S. federal income-tax purposes, but alternative treatments (e.g., contingent payment debt) are possible; investors should consult tax advisers.

Overall, the product targets investors comfortable with SOFR swap-rate risk who seek a one-year, conditional 10.6 % return with 40 % downside buffer, and who can tolerate potential total loss, illiquidity and issuer credit exposure.