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

JPMorgan Chase Financial Company LLC is offering Auto Callable Contingent Interest Notes linked to the Class A common stock of Meta Platforms, Inc. (META). The notes price on or about June 20 2025, settle on June 25 2025 and mature on June 25 2029, unless automatically called earlier.

Key economic terms

• Denominations: minimum $10,000 (and $1,000 multiples)
• Quarterly Review Dates beginning Sept 22 2025; first potential call after about three months
• Contingent Interest: at least $27.65 per $1,000 (≈ 2.765 % per quarter, ≥ 11.06 % p.a.) paid when META closes ≥ 75 % of the Initial Stock Price (the Interest Barrier) on a Review Date. Unpaid coupons accrue and are paid once the barrier is met.
• Automatic Call: if META closes ≥ Initial Stock Price on any non-final Review Date, investors receive $1,000 principal + current and unpaid coupons and the note terminates.
• Principal repayment: If not called and the Final Stock Price ≥ 75 % of the Initial Stock Price, investors receive full principal plus the final coupon and any unpaid coupons. If the Final Stock Price < 75 % (a Trigger Event), principal is reduced 1 % for every 1 % META has fallen (down-only participation), potentially to zero.
• Estimated value if priced today: $959.50 per $1,000, not less than $940 when issued, reflecting underwriting fees, hedging costs and JPM’s internal funding rate.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, fully and unconditionally guaranteed by JPMorgan Chase & Co.; payments depend on the creditworthiness of both entities.

Investor considerations

• Appeals to yield-seeking investors comfortable with single-stock risk, credit risk and potential loss of principal.
• No participation in META upside beyond coupon stream; upside capped at 16 coupons (max $442.40 per $1,000).
• Early redemption risk limits income longevity and may create reinvestment risk.
• Secondary market likely illiquid; price expected to trade below issue price due to dealer spread and funding adjustments.

Major risks highlighted

• Loss of >25 %—and up to 100 %—of principal if META is down more than 25 % at final valuation.
• No coupons paid if META remains below the 75 % barrier on every Review Date.
• Credit risk of issuer and guarantor; note is not FDIC-insured.
• Valuation and conflicts: JPM calculates adjustments, hedges and secondary pricing.

Bottom line: The structure offers elevated contingent income and a 25 % downside buffer, but investors assume concentrated equity, credit, liquidity and structural risks. The product suits sophisticated investors willing to trade participation in META appreciation for conditional income and limited protection.

JPMorgan Chase & Co. is offering unsecured, unsubordinated Callable Fixed-Rate Notes due June 22, 2035. The notes pay a fixed coupon of 5.60% per annum, calculated on a 30/360 basis and paid annually on June 23, beginning 2026. Starting June 23, 2027, and every June 23 and December 23 thereafter until December 23, 2034, the issuer may redeem the notes in whole at par plus accrued interest, with at least five business days’ notice.

Key structural terms:

• Denomination: $1,000 minimum, integral multiples thereafter.
• Issue date: June 23, 2025 | Pricing date: June 20, 2025.
• Maturity: June 22, 2035 (10-year final tenor, shorter if called).
• Day-count convention: 30/360; Business-day convention: Following; Accrual convention: Unadjusted.
• CUSIP: 48130CU37; not listed on any exchange.
• Distribution: JPMS as agent may charge up to $25 per $1,000 in selling commissions; price to public $977.60–$1,000 depending on account type.

Risk highlights include call risk (reinvestment uncertainty), long-dated interest-rate exposure, JPMorgan credit risk, lack of secondary-market liquidity, and potential TLAC bail-in treatment in a resolution scenario. The notes are intended for investors seeking intermediate-to-long fixed income with awareness of early-call and credit considerations.

SEC Form 4 filing overview: Ligand Pharmaceuticals Inc. — identified as both a 10% beneficial owner and director — reported several equity transactions in Pelthos Therapeutics Inc. (PTHS) effective 1 July 2025. All share amounts have been adjusted for the issuer’s 1-for-10 reverse stock split executed on the same date.

Key non-derivative transaction (Table I)

• 1,500,000 common shares acquired through a Code “C” conversion at an indicated value of $10 per share.
• Post-transaction direct ownership: 1,500,000 common shares.

Key derivative transactions (Table II)

• 15,000 shares of Series A convertible preferred stock converted (Code “C”) into the 1,500,000 common shares noted above.
• 31,278.681 additional Series A preferred shares received (Code “J”) in exchange for LNHC, Inc. shares under an April 16 2025 merger agreement among Pelthos, CHRO Merger Sub, LNHC and Ligand.
• Total preferred position after the transactions: 34,278.681 Series A shares, each convertible into common stock at $10. The preferred has no expiration date and contains a 49.9% beneficial-ownership cap upon conversion.

Structural context

• The exchange and conversion consolidate Ligand’s economic stake following completion of the LNHC reverse-merger into Pelthos.
• All conversions were executed immediately after the reverse split, suggesting share counts and prices are already reverse-split adjusted.

The filing signals Ligand’s increased equity exposure to Pelthos while highlighting potential future dilution limits via the 49.9% cap.

JPMorgan Chase Financial Company LLC is offering $275,000 of Auto-Callable Contingent Interest Notes linked to the common stock of NVIDIA Corporation (NVDA), maturing December 22, 2026 and fully guaranteed by JPMorgan Chase & Co. The notes target income-seeking investors willing to accept equity risk on a single large-cap technology stock and issuer credit risk.

Coupon mechanics. Holders receive a monthly contingent coupon of 1.0625 % (12.75 % p.a.) only if, on the relevant Review Date, NVDA’s closing price is at least 60 % of the initial $144.12 level (Interest Barrier $86.472). If the condition is not met, that month’s coupon is skipped and is not recaptured.

Automatic call feature. Beginning September 17, 2025 (third Review Date), the notes will be redeemed early at par plus the coupon if NVDA closes at or above the initial level on any subsequent Review Date (excluding the first, second and final dates). Early redemption could shorten the investment to as little as three months.

Principal repayment. If not called, final payoff depends on the Trigger Value (50 % of initial, $72.06). • If the final NVDA price is ≥ Trigger, investors receive par plus the final coupon (if earned). • If the final price is < Trigger, principal is exposed one-for-one to the stock decline, leading to losses greater than 50 % and up to 100 % of principal.

Economics. Public price is $1,000 per note; investors pay an embedded fee of $7.25 (0.725 %) while the issuer’s estimated value is $971.30. The difference reflects selling commissions, hedging and structuring costs. Minimum denomination is $1,000.

Risk highlights. 1) No guaranteed coupons or principal; downside risk if NVDA falls ≥50 %. 2) Credit exposure to JPMorgan Financial and JPMorgan Chase & Co. 3) Notes are unlisted and may be illiquid; secondary prices likely below issue price. 4) Early call reinvestment risk. 5) Investors forgo NVDA dividends and upside beyond coupons.

Suitability. The product may appeal to investors with a moderately bullish or range-bound view on NVDA who can tolerate substantial downside and issuer credit risk in exchange for enhanced, but conditional, income.

JPMorgan Chase & Co. is offering $6.3 million of Callable Step-Up Fixed-Rate Notes due 20 June 2030. The notes are unsecured, unsubordinated debt obligations that expose holders to the issuer’s credit risk and are not FDIC-insured.

Coupon structure. Interest is paid annually using a step-up schedule:

• 4.50 % p.a. from 20 Jun 2025 to 20 Jun 2027
• 4.75 % p.a. from 20 Jun 2027 to 20 Jun 2028
• 5.50 % p.a. from 20 Jun 2028 to 20 Jun 2029
• 6.00 % p.a. from 20 Jun 2029 to 20 Jun 2030

Issuer call option. JPMorgan may redeem the notes in whole, but not in part, on any 20 June or 20 December from 2027 through 2029. If called, investors receive par plus accrued interest, forfeiting future higher coupons.

Key terms. Minimum denomination is $1,000; CUSIP 48130CT62. Pricing date is 18 Jun 2025; issue date 20 Jun 2025; maturity 20 Jun 2030. Price to public is 100 % of par; selling concession is $5.492 per $1,000, leaving net proceeds of $994.508 per note.

Investor considerations. • Capital is preserved at maturity or redemption, but interim market values may fluctuate.
• Returns are capped at stated coupons; rising market rates could make the notes less attractive.
• Because the call option is favorable to the issuer, holders should expect early redemption if prevailing rates stay flat or decline, limiting access to later 5.50 % and 6.00 % coupons.
• Payments rely solely on JPMorgan’s ability to pay; no third-party guarantees apply.

Prospective investors should review the “Risk Factors” in the accompanying prospectus documents for details on call risk, credit risk, liquidity, and potential conflicts of interest arising from dealer compensation.

JPMorgan Chase &Co. is marketing preliminary Callable Fixed-Rate Notes due June 23, 2032. The unsecured, unsubordinated notes pay a fixed coupon of 5.00% per annum, calculated on a 30/360 basis and paid annually on June 23, beginning 2026. Investors buy in minimum denominations of $1,000 and receive the full principal at maturity provided the notes have not been called and JPMorgan remains solvent.

Issuer call option: Starting June 23, 2027—and on every June 23 and December 23 thereafter through December 23, 2031—JPMorgan may redeem all outstanding notes at par plus accrued interest. Notice will be given at least five business days in advance. The call schedule shortens the effective duration and introduces reinvestment risk for investors seeking a long-dated 5% coupon.

Structural terms & settlement: Pricing date is June 20, 2025; original issue/settlement date is June 23, 2025. Business-day convention is Following; interest accrual convention is Unadjusted. CUSIP is 48130CT96. Notes qualify as “loss-absorbing capacity” under the Federal Reserve’s TLAC rules, meaning principal and interest could be written down or converted in a JPMorgan resolution.

Distribution economics: Maximum selling commission is $22.50 per $1,000 note; price to public will range between $982.60 and $1,000 for certain institutional or fee-based accounts. Hedging costs are embedded in the issue price. The securities are not FDIC-insured, bank deposits, or guaranteed by any governmental agency.

Key risks highlighted: (1) Credit exposure to JPMorgan; (2) issuer’s right to call may cap total return; (3) potential bail-in under TLAC; (4) coupon may trail yields on comparable non-callable bonds; and (5) liquidity may be limited after issuance. Investors should review the detailed Risk Factors in the prospectus suite referenced in this supplement.

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering 3-year Contingent Income Auto-Callable Securities linked to the common stock of Citigroup Inc. (ticker: C). Each $1,000 note may pay a contingent quarterly coupon of at least $25.00 (≥2.50%) if, on the relevant determination date, Citigroup’s closing price is at or above the 65% downside threshold of the initial stock price. If the stock closes at or above the initial price on any observation date (other than the final one), the notes will be automatically redeemed at par plus the applicable coupon, ending all future payments.

At maturity on 30 Jun 2028, investors receive: (i) par plus the final coupon if Citigroup stock is ≥65% of the initial level, or (ii) par multiplied by the stock performance factor if the stock is below 65%, exposing principal to a one-for-one loss that could reach 100%.

Key dates include 12 quarterly determination dates beginning 29 Sep 2025 and matching payment dates three business days later. The estimated value on the pricing date will be ≥$940 per $1,000 note, below the $1,000 issue price, reflecting fees and the issuer’s internal funding rate. Any payment is subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co.

Major risks highlighted in the FWP: no guaranteed return of principal, potential for missed coupons, early redemption at the issuer’s option, limited secondary liquidity, issuer/guarantor credit exposure, uncertain tax treatment, and lack of participation in any upside of Citigroup stock.

Offering overview: JPMorgan Chase Financial Company LLC is marketing Uncapped Buffered Return Enhanced Notes due June 30, 2028 that are linked to the lesser-performing of two ETFs – the iShares MSCI EAFE ETF (EFA) and the SPDR S&P MidCap 400 ETF Trust (MDY). Payments are fully and unconditionally guaranteed by JPMorgan Chase & Co.; the notes are senior, unsecured and unsubordinated obligations.

Key economic terms:

• Upside Leverage Factor: at least 1.31× on any positive performance of the lower-returning ETF; upside is uncapped.
• Buffer Amount: 25 % – first 25 % of any negative move in either ETF is absorbed before principal is hit.
• Downside: investors lose 1 % of principal for every 1 % that the worse-performing ETF falls beyond the 25 % buffer, up to a maximum 75 % loss.
• Pricing Date: on/about 27-Jun-2025; Maturity: 30-Jun-2028 (3-year term).
• Estimated value (if priced today): US$ 975.50 per US$ 1,000 note; final estimated value will not be less than US$ 900.
• Minimum investment: US$ 1,000; CUSIP 48136E3M5.

Investor considerations:

• No periodic coupon or dividend; total return realised only at maturity.
• Exposure to JPMorgan credit risk; repayment depends on both issuer and guarantor.
• Liquidity expected to be limited – notes are not exchange-listed and any resale depends on dealer willingness.
• Price to public includes selling commissions (max US$9.50 per US$1,000) and hedging costs, creating an initial value gap versus fair value.
• Product is taxed as an “open transaction”; potential constructive-ownership and Section 871(m) issues require specialist tax advice.

Strategic fit: The notes suit investors who are moderately bullish on developed ex-US and U.S. mid-cap equities over a three-year horizon, want leveraged upside and partial downside protection, can tolerate loss of up to 75 % of capital, and do not need liquidity or current income.

JPMorgan Chase Financial Company has filed a Free Writing Prospectus for 1-year Tesla Contingent Income Auto-Callable Securities due July 2, 2026. The securities offer:

• Quarterly contingent payments of at least $42.25 (4.225%) if Tesla's stock price stays at or above the 50% downside threshold level
• Early redemption feature if Tesla's stock closes at or above initial price on any determination date
• Principal protection until Tesla's stock falls below 50% of initial price
• Potential for complete loss of principal if stock falls more than 50%

Key features include $1,000 stated principal amount per security, JPMorgan Chase & Co. as guarantor, and estimated value no less than $940 per security. The securities carry significant risks including no participation in stock appreciation, credit risk of the issuer/guarantor, and potential loss of principal. Quarterly determination dates run from September 2025 through June 2026.