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

JPMorgan Chase Financial Company LLC is offering $1.854 million of Auto Callable Dual Directional Accelerated Barrier Notes linked to the common stock of NVIDIA Corp. (NVDA), maturing 15 July 2027 and fully guaranteed by JPMorgan Chase & Co.

• Automatic call: If NVDA’s closing price on the 15 July 2026 review date is ≥ the initial level ($164.92), investors receive $1,207.50 per $1,000 note (20.75% premium) one year early and the trade terminates.
• Upside at maturity: If not called and NVDA rises, payoff equals principal plus 2× stock appreciation, uncapped.
• Dual-directional feature: If not called and NVDA finishes between 70% and 100% of the initial level, investors receive the absolute percentage move (up to +30%), enabling positive returns on moderate declines.
• Barrier protection: Below 70% of initial level ($115.444), capital is fully exposed to downside; loss of 1% principal for each 1% drop, potentially to zero.
• Key economics: Issue price $1,000; estimated value $981.30 (1.9% discount to offer); call premium $207.50; leverage factor 2.00.
• Risk profile: No coupons, no NVDA dividends, no listing; credit exposure to both JPMorgan Chase Financial and JPMorgan Chase & Co.; liquidity dependent on JPMS.
• Timeline: Priced 11 July 2025, settle 16 July 2025; observation 12 July 2027; mature 15 July 2027 unless called.

These structured notes target fee-based advisory accounts seeking equity-linked upside with conditional downside cushioning but carry significant principal risk, valuation opacity and secondary-market illiquidity.

JPMorgan Chase Financial Company LLC is offering $500,000 in Uncapped Buffered Return Enhanced Notes (the “notes”) linked to the least-performing of three U.S. equity indices: the S&P 500® (SPX), Nasdaq-100® (NDX) and S&P 500® Growth (SGX). The notes price on 11 Jul 2025, settle on or about 16 Jul 2025 and mature on 14 Jul 2028.

Key mechanics

• Upside participation: 1.242× any positive return of the least-performing index, with no cap.
• Downside protection: 15% “buffer.” If any index falls by more than 15%, investors lose 1.17647% of principal for every 1% decline beyond the buffer (e.g., −30% index return ⇒ −17.647% note return).
• Par scenarios: If every index is flat or any loss remains within the 15% buffer, principal is repaid at par.
• No coupons or dividends: investors forgo periodic income and all dividends on index constituents.
• Credit exposure: unsecured, unsubordinated obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co.

Economics & fees

• Issue price: $1,000 per note.
• Dealer compensation: $3.00 (0.30%) per $1,000; net proceeds $997 per note.
• Estimated value at pricing: $988.10, reflecting embedded hedging and structuring costs that make the fair value 1.2% below the issue price.
• CUSIP: 48136FB27; not exchange-listed, so liquidity relies on dealer repurchases.

Risk highlights

• Principal at risk: losses begin once any index falls by >15% and can reach 100%.
• Concentration in the “least-performing” index: strong performance in two indices cannot offset a severe decline in the third.
• Secondary-market discount: bid prices are expected to be below issue price and the published theoretical value, especially during the first six months.
• Credit risk: repayment depends on JPMorgan Chase & Co.’s ability to honor both issuer and guarantee obligations.

Investor suitability

The notes target investors with a 3-year bullish or moderately neutral outlook on large-cap U.S. equities who can tolerate full principal loss, prefer leverage to an uncapped upside, value a 15% downside buffer, and do not need interim liquidity or income.