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

JPMorgan Chase Financial Company LLC is offering $500,000 aggregate principal amount of Capped Dual Directional Contingent Buffered Equity Notes linked to the American Depositary Shares of Baidu, Inc. (BIDU UW). The notes settle on or about 11-Jul-2025 and mature on 12-Jul-2027.

• Pay-off profile: Investors receive the positive Stock Return on Baidu ADSs, capped at 38 %. If Baidu declines, holders receive the absolute value of the negative return—up to the 35 % Contingent Buffer.
• Principal risk: A fall of more than 35 % from the $89.79 strike wipes out the buffer; principal is reduced 1 % for each additional 1 % drop, potentially to zero.
• Credit exposure: The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.; payments depend on their creditworthiness.
• Economics: Issue price = $1,000; selling commission = $15 (1.5 %); net proceeds = $985. Estimated value at pricing was $970.50, implying an initial mark-up of ~3 % over fair value.
• Liquidity: No exchange listing. JPMS may provide secondary markets but is not obliged to do so; bid prices likely below issue price and estimated value.
• Risk highlights: capped upside, potential full loss of capital, single-stock concentration, emerging-market and currency risks related to Baidu, and model-driven estimated value that differs from secondary prices.

Minimum denomination is $10,000 (and $1,000 multiples). Strike date: 7-Jul-2025; pricing date: 8-Jul-2025. The Final Stock Price is the average of five dates from 30-Jun-2027 to 7-Jul-2027. Investors forgo dividends and do not receive interest.

Suitability: The notes target investors comfortable with Baidu’s volatility and JPMorgan credit risk, who seek limited upside participation plus downside buffering, and are willing to hold to maturity.