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.
JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., intends to issue Uncapped Accelerated Barrier Notes (the “notes”) linked individually—rather than as a basket—to the common stocks of NVIDIA Corporation (NVDA), Marvell Technology, Inc. (MRVL) and Palantir Technologies Inc. (PLTR). The preliminary pricing supplement (Rule 424(b)(2) filing) is dated June 25, 2025 and foresees pricing on or about July 2, 2025 with settlement on or about July 8, 2025. Minimum denomination is $1,000 and the CUSIP is 48136E5S0.
Return profile: At maturity (July 8, 2030) investors receive:
- Upside: If the Final Value of each Reference Stock exceeds its Initial Value, payment equals $1,000 + ($1,000 × Least Performing Stock Return × Upside Leverage Factor). The Upside Leverage Factor will be ≥ 4.93, producing an uncapped leveraged gain—e.g., a 10% rise in the worst-performing stock would deliver a 49.3% note gain ($1,493).
- Par redemption: If any stock finishes at or below its Initial Value but all three remain ≥ 50% of Initial Value (the Barrier Amount), principal is repaid in full.
- Downside: If any stock closes below the 50 % barrier, investors incur a 1-for-1 loss on the Least Performing Stock Return, exposing principal to losses of > 50 % and up to 100 %.
Economic terms:
- Estimated value today ≈ $882.20 per $1,000 note (final estimate to be ≥ $870.00) indicating built-in fees/hedging costs.
- Selling commissions paid by J.P. Morgan Securities LLC will not exceed $41.25 per $1,000 note.
- The notes are senior, unsecured and unsubordinated obligations of the issuer and are not FDIC-insured.
Key risks disclosed:
- Principal risk: No principal protection below the 50 % barrier; worst-stock performance drives repayment.
- Credit risk: Payment depends on the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co.
- No income: Investors forgo dividends on the three stocks and receive no periodic coupons.
- Valuation/market risk: Secondary market may be illiquid and prices will reflect issuer credit spreads, hedging costs and dealer mark-ups.
- Structural complexity: Individual-stock, worst-of design increases downside probability relative to a basket.
Illustrative payout table (assumes Initial Value = $100, Barrier = $50, Leverage = 4.93): gains range from 24.65 % for a 5 % underlying rise to 320.45 % for a 65 % rise, while a 60 % drop results in a 60 % principal loss ($400 return).
These terms target investors seeking leveraged equity upside without a hard cap, who can tolerate credit exposure to JPMorgan and the risk of substantial principal loss if any of the three high-volatility technology stocks falls more than 50 % over the five-year term.