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

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering Capped Accelerated Barrier Notes linked to the Class A common stock of MicroStrategy Inc. (MSTR). The notes have a scheduled five-year term (Settlement: 3 Jul 2025; Maturity: 2 Jul 2030) and are issued in $1,000 denominations.

Return profile: Investors receive 1.50× any positive price change in MSTR, capped at a Maximum Return of at least 485 % (≥ $5,850 per $1,000 note). If the Final Value is at or above the Strike Value but below the cap, principal is returned plus leveraged appreciation. If the Final Value equals the Strike or falls no lower than the Barrier Amount set at 80 % of the Strike, principal is returned with no gain. Should the Final Value drop below the Barrier, repayment is linear to downside and investors can lose their entire principal.

Key terms: Strike Date 27 Jun 2025; Observation Date 27 Jun 2030. Initial estimated value, if priced today, is $957.60 (≈ 95.8 % of face) and will be no lower than $900. Note pricing includes selling commissions of up to $32.50 per $1,000. CUSIP 48136FDB5.

Risk highlights:

• Credit risk – unsecured obligations of JPMorgan Financial; repayment depends on both issuer and guarantor creditworthiness.
• Market risk – exposure to highly volatile MSTR shares; any Barrier breach leads to principal loss on a one-for-one basis.
• Capped upside – returns cannot exceed the Maximum Return even if MSTR appreciates far beyond 323 % of the Strike.
• No periodic income – investors forgo dividends and receive no coupons.

The product suits speculative investors with a bullish but risk-controlled view on MSTR over five years, comfortable with JPMorgan credit exposure and willing to trade unlimited upside for a 1.50× leverage up to a defined cap and partial (80 %) downside buffer only at maturity.

JPMorgan Chase Financial Company LLC is issuing $644,000 principal amount of Auto Callable Accelerated Barrier Notes (CUSIP 48136ERM9) linked individually to the Russell 2000 Index (RTY) and the S&P 500 Index (SPX). The notes price on 25 Jun 2025, settle on or about 30 Jun 2025 and mature on 30 Jun 2027, unless automatically called one year early on 30 Jun 2026.

Key economic terms

• Initial Value: RTY 2,136.185; SPX 6,092.16
• Call Value: 100 % of Initial Value
• Call Premium: $102.50 (10.25 %) per $1,000 note
• Upside Leverage Factor at maturity: 1.50× on the lesser-performing index
• Barrier: 70 % of Initial Value (RTY 1,495.3295; SPX 4,264.512)
• Issue price: $1,000; selling commissions: $25; net proceeds: $975
• Estimated value at pricing: $959.10 per $1,000 note

Pay-out mechanics

• Automatic call: If on the Review Date both indices close ≥ their Call Values, investors receive $1,000 + $102.50 and no further payments.
• Maturity (if not called): 1) If both final index levels > initial, payment = $1,000 + (Lesser Index Return × 1.5 × $1,000). 2) If either index ≤ initial but ≥ barrier, principal is returned. 3) If either index < barrier, principal is reduced 1 % for every 1 % decline in the lesser index, potentially to zero.

Risk / structural considerations

• No periodic coupons; investors forgo dividends on the indices.
• Credit exposure to JPMorgan Chase Financial Company LLC (issuer) and JPMorgan Chase & Co. (guarantor); notes are unsecured and unsubordinated.
• Secondary market liquidity may be limited; notes sold prior to call/maturity may realise less than indicated pay-outs.
• The estimated value ($959.10) is 4.1 % below the issue price, reflecting embedded dealer spread and hedging costs.

Overall, the product provides enhanced upside participation (1.5×) and an early-call premium, but exposes investors to equity downside below a 30 % buffer and to issuer credit risk.