JPMorgan Chase Issues $607 Million in Structured Notes Tied to Dual Tech ETFs Performance

Details on Structured Note Issuance and Offering

On July 16, 2026, JPMorgan Chase Financial Company LLC priced the structured review notes at $1,000 each, totaling $607 million in principal. The public price per note was $1,000, including fees and commissions of $41.25 per note, resulting in net proceeds of $958.75 per note to the issuer. Total fees and commissions amounted to $25,038.75, with net proceeds to JPMorgan Financial totaling $581,961.25. Notes are offered in minimum denominations of $1,000 and multiples thereof, with settlement expected around July 21, 2026.

The notes’ estimated value at pricing was $913.70 per $1,000 principal amount, reflecting the theoretical economic value before distribution fees. J.P. Morgan Securities LLC, acting as agent, will pay all selling commissions to affiliated or unaffiliated dealers. The notes are not bank deposits, lack FDIC insurance or other governmental guarantees, and are not bank obligations, though fully guaranteed by JPMorgan Chase & Co., the parent company.

Underlying ETFs and Investment Structure

The notes are linked to two ETFs: the State Street Technology Select Sector SPDR ETF (ticker XLK) and the VanEck Semiconductor ETF (ticker SMH). The notes track the lesser performing ETF rather than a combined basket, with payments tied individually to each fund’s performance. The initial value for each ETF is based on its closing price on the pricing date, July 16, 2026. Barrier amounts are set at 60% of initial values—$106.512 for XLK and $341.352 for SMH—with call values at 100% of initial values. These thresholds trigger automatic calls and maturity payments.

Automatic Call Feature and Review Timeline

An automatic call feature allows JPMorgan Financial to redeem notes early if performance criteria are met. The first review date is July 20, 2027, with 49 review dates approximately monthly through July 16, 2031. On each date, if either ETF’s closing price equals or exceeds its call value, the notes will be called, and investors will receive $1,000 plus a call premium. The call premium starts at 17.25% on the first review date, increasing by about 1.4375% per subsequent date, reaching 86.25% on the final review date. Payments occur three to five business days after review dates, encouraging early redemption if ETFs perform well.

Risk of Principal Loss and Barrier Protection

Investors face significant risk if the notes are not called and either ETF closes below its barrier at maturity. Payments then equal $1,000 plus the lesser performing ETF’s return multiplied by $1,000, meaning losses can exceed 40% if the ETF declines below the barrier. For instance, a 50% drop in the lesser performing ETF results in a $500 payment, a 50% principal loss. Investors must be prepared to forgo interest and dividends and accept the possibility of losing a substantial portion or all principal. This asymmetric risk profile is a critical consideration.

Credit Risk and Guarantee Structure

The notes are unsecured obligations of JPMorgan Chase Financial Company LLC, a wholly owned finance subsidiary of JPMorgan Chase & Co., which fully and unconditionally guarantees the notes. Investors bear credit risk of both the issuer and guarantor. The guarantee offers added credit support but does not eliminate the risk of default. In case of default, investors rank alongside other unsecured creditors without claims on specific assets.

No Interest or Dividend Payments

These notes do not pay periodic interest or dividends. Investor returns depend solely on potential early call premiums or principal preservation if ETFs remain above barriers at maturity. This zero-coupon structure means no interim cash flow, distinguishing the notes from traditional bonds or ETF holdings. The pricing supplement highlights that investors must accept the absence of income payments.

Valuation and Distribution Costs

The notes’ estimated value at pricing was $913.70 per $1,000 principal, below the public price due to embedded costs and distribution fees. The $41.25 per note sales commission, totaling about $25,039 for the offering, was paid by JPMorgan Securities LLC to dealers. These costs represent a material expense to investors at purchase.

Review Dates and Settlement Schedule

The notes include 49 review dates from July 20, 2027, to July 16, 2031, with call settlement dates three to five business days later. The maturity date is July 21, 2031, the final payment date if notes are not called earlier. This schedule provides multiple opportunities for early redemption based on ETF performance, starting roughly one year after settlement.

Risk Disclosures and Investor Guidance

Investors are advised to review risk factors detailed in the prospectus supplement and pricing documents. The notes require willingness to forgo income and accept significant principal loss risk. The conditional early redemption feature is emphasized, but the potential for substantial losses if ETFs decline markedly differentiates these notes from typical investments. Regulatory disclaimers note no SEC or state securities commission approval of the offering materials.

Issuer, Guarantor, and Securities Classification

JPMorgan Chase Financial Company LLC is a wholly owned subsidiary of JPMorgan Chase & Co., which unconditionally guarantees the notes. The notes are not bank deposits, are uninsured by the FDIC or any government agency, and are not bank obligations. The CUSIP number is 46661CPU4, used for trading and settlement identification.