JPMORGAN CHASE & CO (VYLD) SEC Filings, Jul 10, 2025

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering Callable Contingent Interest Notes linked individually (not as a basket) to the Russell 2000® Index (RTY), the S&P 500® Index (SPX) and the VanEck® Gold Miners ETF (GDX). The $1,000-denominated notes are expected to price on or about 15 Jul 2025, settle on 18 Jul 2025, and mature on 21 Jan 2027 unless called earlier.

Income mechanics

• A monthly Contingent Interest Rate of at least 9.65% p.a. (≈ 0.80417% per month) is paid only if, on the relevant Review Date, each underlying closes at or above 70% of its Initial Value (the “Interest Barrier”).
• Miss one underlying on any Review Date and that month’s coupon is skipped.

Principal repayment

• If the notes are not called and the Final Value of every underlying is ≥ 65% of its Initial Value (the “Trigger Value”), investors receive full principal plus any final coupon.
• If any underlying ends below its Trigger Value, repayment equals: $1,000 + ($1,000 × Least-Performing Underlying Return). Principal loss therefore begins beyond a 35% decline in the worst performer and can reach 100%.

Issuer call feature

• JPMorgan may redeem the notes in whole on any Interest Payment Date from 21 Jan 2026 onward (except the final date) at par plus the coupon, truncating future income potential.

Key quantitative terms

• Interest Barrier: 70% of Initial Value for each underlying
• Trigger Value: 65% of Initial Value for each underlying
• Initial estimated value: $955.10 per $1,000 note (ultimate floor to be ≥ $920), highlighting approximately 4.5% in embedded fees/hedging costs versus issue price.
• CUSIP: 48136FA28; minimum denomination $1,000

Risk highlights

• No principal protection; full downside below the 65% trigger on the worst performer.
• Coupons are contingent; investors may receive little or no interest if any underlying stays below its barrier.
• Early call risk caps upside and reinvestment uncertainty.
• Exposure to JPMorgan credit; notes are unsecured and unsubordinated obligations.
• Performance drivers include small-cap volatility (RTY), large-cap U.S. equities (SPX) and gold/silver mining equities (GDX), each with distinct risk profiles such as commodity-price sensitivity and currency movements.