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, fully and unconditionally guaranteed by JPMorgan Chase & Co., is offering 5-year S&P 500 Futures Excess Return Index Uncapped Accelerated Barrier Notes (CUSIP 48136FDL3) with a minimum purchase of $1,000. The notes price on 31 July 2025, mature on 5 August 2030 and are linked to the performance of the S&P 500 Futures Excess Return Index.

Key economics

• Upside participation: Investors receive a return of Initial principal + (Index Return × Upside Leverage Factor ≥ 1.93) if the index ends above its initial level. Gains are uncapped.
• Principal buffer: Full principal is repaid provided the final index level is at or above the 70 % barrier. If the barrier is breached, losses replicate the index decline—exposing the investor to a potential 100 % loss.
• Estimated value: Will be ≥ $900 per $1,000 note at pricing, meaning investors pay a premium over model value to the issuer.
• Credit exposure: All payments depend on the creditworthiness of both the issuer and the guarantor; the notes carry no collateral and pay no periodic interest.

Illustrative returns show a 65 % index gain delivering roughly 125.45 % total return on the notes, whereas a 30.01 % index decline results in a similar 30.01 % loss, highlighting the asymmetric risk/return profile.

Material risks highlighted by the issuer include:

• Market risk (loss of principal below the 70 % barrier, performance drag from negative futures roll yield).
• Issuer/guarantor credit risk and the fact that JPMorgan Chase Financial Company LLC is a finance subsidiary with limited assets.
• Liquidity risk as secondary market making is discretionary and may be at prices that generate significant losses.
• Structural conflicts arising from the bank’s dual role as issuer, hedge counterparty and calculation agent.
• Tax uncertainty regarding U.S. federal tax treatment of the notes.

Investors seeking amplified upside to the S&P 500 over a five-year horizon may find the structure attractive; however, the lack of coupon, premium to estimated value and potential for full principal loss below the barrier warrant careful suitability analysis.

JPMorgan Chase Financial Company LLC plans to issue Uncapped Accelerated Barrier Notes (UABNs) linked to the S&P 500® Futures Excess Return Index (SPXFP), maturing 5 August 2030. The notes price on or about 31 July 2025 in $1,000 denominations and are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Return profile: investors receive 1.93× (minimum) of any positive index performance at maturity with no cap. If the index is flat or down less than 30 %, principal is returned. Barrier protection is set at 70 % of the initial index level; a close below this level on the single observation date converts losses dollar-for-dollar with index declines, exposing investors to a potential 100 % loss of principal.

Key economics: the indicative estimated value is $957.90 per $1,000 (no lower than $900 when set), reflecting embedded fees, hedging costs and JPMorgan’s internal funding rate. Selling commissions paid to dealers are capped at $11.25 per note. The product offers no interim coupons and will not be listed; liquidity depends on bid prices made by J.P. Morgan Securities LLC (JPMS).

Risk highlights:

• Market risk: a single observation of the SPXFP level determines payout; high volatility, futures roll costs and potential negative roll yield can erode returns.
• Credit risk: payment depends on JPMorgan Financial and the JPMorgan Chase & Co. guarantee; both obligations are senior unsecured.
• Valuation & secondary market: secondary prices will likely trade below issue price because they exclude selling commissions and use JPM’s prevailing funding spread.
• Tax & regulatory: treated as an open transaction for U.S. tax purposes; not subject to CEA protections; Section 871(m) not expected to apply but could change.

Investment thesis: the notes may appeal to investors with a moderately bullish five-year view on U.S. equities who can tolerate full principal loss, do not need liquidity, and value leveraged upside without a cap. They are unsuitable for income-seeking or capital-preservation mandates.

JPMorgan Chase Financial Company LLC is issuing $520,000 of Capped Accelerated Barrier Notes linked to the EURO STOXX 50® Index, maturing 28 June 2028. The notes deliver 2.0× leveraged exposure to index gains up to a 50.75% maximum return; if the index declines, principal is protected only as long as the final level is at least 70% of the initial 5,221.90. Below that 70% barrier, losses mirror the index decline and can reach 100% of principal.

The unsecured notes are fully and unconditionally guaranteed by JPMorgan Chase & Co. Investors forego interest and dividends and rely solely on repayment at maturity. Key dates: pricing 23 Jun 2025, settlement 26 Jun 2025, observation 23 Jun 2028, maturity 28 Jun 2028. Minimum denomination is $1,000; CUSIP 48136ET54.

Pricing details show a 100% price to public, 2.95% selling commission and 97.05% net proceeds. JPMorgan’s valuation model assigns an estimated value of $958.70 per $1,000 note, so investors pay a 4.3% premium for distribution, structuring and hedging costs.

Major risks flagged include: potential total loss of principal, capped upside, issuer and guarantor credit exposure, early acceleration for regulatory changes, lack of listing or secondary-market liquidity, conflicts of interest in hedging, and complex tax treatment with possible future IRS changes. Secondary market prices are expected to trade below issue price, notably during the initial six-month amortisation of distribution costs.

Filed under Rule 424(b)(2) as part of JPMorgan’s Series A MTN programme, the product targets investors with a moderately bullish three-year view on large-cap Eurozone equities who understand structured-product mechanics and are willing to assume credit and liquidity risk in exchange for leveraged but capped upside and contingent downside protection.

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.

Jefferies Financial Group Inc. (JEF) is offering $669,000 of Senior Leveraged Barrier Notes due June 28, 2030 linked to the worst-performing of the S&P 500 Index (SPX) and the Dow Jones Industrial Average (INDU). The notes are issued under the Series A Global Medium-Term Notes program and are senior unsecured, ranking pari passu with JEF’s other senior debt. Investors receive no periodic coupons; return is determined solely at maturity based on index performance.

• Upside participation: If the worst-performing index closes above its initial level on the June 26, 2030 valuation date, holders receive principal plus 120 % of the positive return.
• Downside buffer: Principal is protected so long as the worst-performing index does not fall below 60 % of its initial value (threshold levels: SPX 3,684.61; INDU 26,032.10). If breached, investors lose 1 % of principal for every 1 % decline; loss of up to 100 % is possible.
• Issue economics: Issue price is $1,000 per note; estimated value on the pricing date is $943.70, reflecting structuring and hedging costs plus a 3.75 % underwriting fee. Net proceeds to Jefferies after fees total $643,912.50.
• Key dates: Pricing – June 26 2025; Settlement – June 30 2025; Maturity – June 28 2030.
• Distribution & conflicts: Jefferies LLC (a FINRA member and JEF subsidiary) is the selling agent, triggering FINRA Rule 5121 conflict-of-interest procedures.
• Credit considerations: Payments depend on Jefferies Financial Group’s ability to pay; the notes are not secured and carry no claim on the underlying indices.

Recent developments (preliminary fiscal Q2 2025):

• Investment Banking net revenue: $766 million
• Capital Markets net revenue: $704 million
• Asset Management net revenue: $155 million
• Income before taxes: $135 million; Net income: $88 million (32.3 % tax rate)
• Six-month net income: $216 million (20.2 % tax rate)

These figures are management’s preliminary estimates and have not been reviewed by the company’s auditor.

JPMorgan Chase Financial Company LLC plans to issue Callable Contingent Interest Notes due June 4, 2030 that are linked individually to the Nasdaq-100, Russell 2000 and S&P 500 Indices. The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.; payments therefore remain subject to the credit risk of both entities.

Interest mechanics: For each monthly Review Date, investors receive a Contingent Interest Payment of at least $7.50 per $1,000 face amount (≥9.0% p.a.) provided the closing level of each index is at or above 70 % of its initial value (the Interest Barrier). If any index is below its barrier, no interest accrues for that period.

Early redemption: Beginning on the sixth Interest Payment Date (earliest: 5 Jan 2026) and on any subsequent payment date except the final one, the issuer may redeem the notes at par plus the applicable contingent interest. Redemption is entirely at JPMorgan’s discretion.

Maturity payment: • If not previously called and the final level of each index is ≥70 % of its initial value, holders receive par plus the last contingent coupon. • If any index finishes below its 70 % trigger, principal is reduced by the performance of the worst-performing index, exposing investors to losses greater than 30 % and up to 100 %.

Pricing details: Minimum denominations are $1,000. If the notes were priced on June 26 2025, the indicative estimated value would be $962.40 per $1,000; the final estimated value disclosed at pricing will not be below $900. Selling commissions will not exceed $10 per note.

Key risk considerations: • Coupons are contingent and may be skipped entirely. • Investors are exposed to market risk on three equity indices and to the credit risk of JPMorgan. • The structure embeds issuer call risk, limiting upside if indices perform well. • The notes lack FDIC insurance and carry complex tax and liquidity considerations.

JPMorgan Chase Financial Company LLC is issuing $595,000 principal amount of Capped Buffered Return Enhanced Notes linked to the Nasdaq-100 Index® (NDX). The notes price on 25 June 2025, settle on or about 30 June 2025 and mature on 30 June 2027.

Key economic terms

• Upside Leverage: 1.50× the positive Index return
• Maximum Return: 21.80% (= maximum payment of $1,218 per $1,000 note)
• Buffer: first 10% decline is protected; beyond that, investor loses 1% of principal for every additional 1% drop, exposing up to 90% loss
• No coupons or dividend participation; notes are unsecured, unsubordinated obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.
• Initial Value: NDX closing level on pricing date (22,237.74)
• Observation Date: 25 June 2027
• Denominations: $1,000; CUSIP 48136EM44

Pricing details

• Price to public: 100% of principal
• Selling commissions: $27 (2.70%) per $1,000 note, paid by JPMS to dealers
• Proceeds to issuer: $973 (97.3%) per $1,000; total net proceeds ≈ $578,935
• Estimated value at pricing: $961.60 per $1,000, reflecting embedded fees and hedging costs

Risk highlights

• Principal not protected: declines of the Index beyond the 10% buffer reduce repayment dollar-for-dollar, up to 90% potential loss.
• Capped upside: returns above 14.5333% Index appreciation are forfeited because of the 21.8% cap.
• Credit exposure: repayment depends on the creditworthiness of both JPMorgan Financial and the parent guarantor.
• Liquidity: the notes will not be listed, and secondary trading depends solely on dealer willingness to bid.
• Estimated value below issue price: indicates ~3.8% issuance premium (1000 – 961.6) covering commissions and structuring margin.

The product targets investors with a moderately bullish view on the Nasdaq-100 over the next two years who can tolerate limited liquidity, no income, and substantial downside risk in exchange for leveraged but capped upside and a 10% buffer.

J.P. Morgan is offering 2-year, autocallable contingent-interest notes linked to the common stock of Micron Technology, Inc. (MU). The notes are issued by JPMorgan Chase Financial Company LLC and guaranteed by JPMorgan Chase & Co. Key terms include a 15.00% per-annum contingent coupon (3.75% paid quarterly) and quarterly observation dates from 27 June 2025 through 28 June 2027. If, on any quarterly review date other than the first or last, MU’s closing price is at or above the initial price, the notes are automatically called, returning the principal plus that period’s coupon.

Principal protection is conditional. Should the notes survive to maturity without being called and MU’s final price is at least the Trigger Value/Interest Barrier (≤52% of the initial price), investors receive par plus the final coupon. If MU has fallen below the Trigger on the final review date, repayment is $1,000 + ($1,000 × stock return), exposing investors to losses greater than 48% and up to 100% of principal.

Estimated value will be no less than $950 per $1,000 note; this is below the public offer price and reflects J.P. Morgan’s internal funding rate and hedging costs. The notes carry issuer and guarantor credit risk, are exposed to MU share performance, and lack dividends or voting rights. Secondary-market liquidity is uncertain; J.P. Morgan Securities may—but is not obliged to—make markets. Additional risks include limited upside (coupons only), potential early call forcing reinvestment at lower rates, tax uncertainty, and various conflicts of interest related to J.P. Morgan’s roles as issuer, hedge counterparty, and calculation agent.

The offering is described in a preliminary pricing supplement (CUSIP 48136FCR1). Investors should review the prospectus, supplements, and risk factors before investing.