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

JPMorgan Chase Financial Company has filed a Free Writing Prospectus for 17.5m WTI Enhanced Trigger Jump Securities due December 21, 2026. These securities track WTI crude oil futures contracts with unique payoff characteristics:

Key features include:

• Principal amount: $1,000 per security
• Upside payment: Minimum 15.90% if final contract price ≥ 75% of initial price
• Downside risk: One-for-one losses if price falls below 75% trigger level
• No interest payments

Notable risks include potential loss of principal, limited appreciation potential, credit risk of JPMorgan, and exposure to volatile WTI crude oil futures markets. The estimated value will be lower than the issue price of $1,000 but not less than $920.00. Securities are backed by JPMorgan Chase & Co as guarantor.

JPMorgan Chase Financial Company filed a Rule 424(b)(2) prospectus supplement for Enhanced Trigger Jump Securities linked to the first-nearby WTI crude oil futures contract, fully and unconditionally guaranteed by JPMorgan Chase & Co.

Each $1,000 security delivers a fixed upside payment of at least $159 (15.90%) provided the final contract price on the December 16 2026 valuation date is at least 75 % of the initial price (the “trigger level”). If the final price is below that threshold, investors receive $1,000 × (final / initial), incurring a dollar-for-dollar loss that can wipe out the entire principal. The notes pay no coupons and offer no principal protection.

The securities mature on December 21 2026 (≈17.5 months) and will not be listed, restricting secondary-market liquidity. Gross proceeds are $1,000 per note; up to $25 (2.5 %) is allocated to selling commissions and structuring fees, leaving net proceeds of $975. JPMorgan estimates the fair value at approximately $941.90, highlighting embedded costs.

All payments depend on the creditworthiness of the issuer and guarantor. Additional risk factors cite potential early acceleration upon commodity-hedging disruption events and exposure to oil-market volatility.

Offering overview: JPMorgan Chase Financial Company LLC is marketing unsecured, unsubordinated Review Notes linked to the MerQube US Large-Cap Vol Advantage Index (Bloomberg: MQUSLVA). The preliminary pricing supplement indicates an expected pricing date of June 27 2025 and settlement on July 2 2025, with maturity on July 2 2030 unless the notes are automatically called earlier. Minimum investment is $1,000 (CUSIP 48136ED44).

Return mechanics: The notes provide no coupon but feature 17 potential quarterly “Review Dates.” If on any Review Date the Index closes at or above its corresponding Call Value (initially set at a maximum of 100% of the Initial Value, dropping to 60% only on the final Review Date), the note is automatically called for $1,000 principal plus the applicable Call Premium Amount. Minimum call premiums escalate from 21% on the first Review Date to 105% on the final Review Date, translating into simple annualized yields of roughly 21% to 18% depending on call timing.

Downside exposure: If the notes are not called, investors are exposed to the full negative Index return once the Index has fallen below the 60% Barrier Amount. At maturity, payment is $1,000 plus $1,000 × Index Return. A decline greater than 40% therefore produces a loss of principal, up to 100% in a worst-case scenario.

Index specifics: MQUSLVA is a rules-based, leveraged (0-500%) strategy that rolls E-mini S&P 500 futures and targets 35% implied volatility using the SPY ETF as a proxy. Crucially, the index level reflects a 6.0% per-annum daily deduction, which systematically drags on performance relative to an identical index without the fee. The deduction, combined with variable leverage, influences the economic terms, enabling higher call premiums and lower Call Values, but simultaneously reduces the underlying’s growth potential.

Valuation & distribution: If priced on June 25 2025 the estimated value would have been approximately $928.40 per $1,000 note (≈92.8% of face). Final estimated value will not be below $900. Selling commissions payable to dealers are capped at $9 per $1,000. JPMS acts as agent; the notes are fully and unconditionally guaranteed by JPMorgan Chase & Co., exposing holders to the issuer’s and guarantor’s credit.

Key risks highlighted: (1) potential loss of principal below the 60% barrier; (2) structurally negative impact of the 6% daily deduction; (3) significant leverage and possible under-investment of the Index; (4) lack of coupon or dividends; (5) limited liquidity and secondary-market price dislocations relative to theoretical value; and (6) complex payoff structure not suitable for all investors.

Investor profile: Suitable only for sophisticated investors comfortable with equity-linked derivatives, high structural complexity, and issuer credit risk, who seek an outsized, time-capped premium in exchange for downside exposure beyond a 40% threshold.

JPMorgan Chase Financial Company filed a Rule 424B8 preliminary pricing supplement for its Auto Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index, due July 18, 2030 and guaranteed by JPMorgan Chase & Co.

The notes pay a contingent coupon of at least 10.55% per annum (2.6375% quarterly) when the Index closes at or above 60 % of its initial level on a review date. Beginning April 15, 2026, the notes will be automatically called if the Index equals or exceeds its initial level, returning principal plus the applicable coupon.

If the notes are not called and the Index closes below the 50 % trigger on the final review date, investors receive $1,000 plus the Index return, exposing them to losses greater than 50 % and up to full principal loss.

The underlying index employs dynamic futures exposure (0-500 %) with a 35 % target volatility and a 6 % per-annum daily deduction that drags performance. The estimated value is $888.30 per $1,000 note (no less than $870) versus the $1,000 offering price; selling commissions may reach $50 per note. All payments are subject to the credit risk of JPMorgan Financial and the guarantor.

Pricing is expected on July 15, 2025, settlement on July 18, 2025, CUSIP 48136E7H2, with minimum denominations of $1,000.