JPMorgan Chase Financial Company LLC has issued $500 million in callable contingent interest notes linked to the Dow Jones Industrial Average, Nasdaq-100 Index, and Russell 2000 Index performance. Fully guaranteed by JPMorgan Chase & Co., these notes provide contingent interest payments at an annual rate of 8.60% if all three indices remain above 70% of their initial values on monthly review dates. While offering potential for enhanced income, investors face considerable risks, including possible principal loss if any index closes below 60% of its initial level at maturity on June 23, 2028.
Key Points
- NYSE: VYLD
- Callable contingent interest notes priced by JPMorgan Chase Financial Company LLC with $500 million principal on July 17, 2026
- Contingent interest payments of $7.1667 per $1,000 principal (8.60% per annum) paid monthly if all indices exceed 70% interest barriers; maturity on June 23, 2028
- Issuer may redeem notes early starting October 22, 2026; principal loss risk if any index falls below 60% at maturity
Pricing and Distribution of the $500 Million Callable Notes
JPMorgan Chase Financial Company LLC set the public price at $1,000 per note, with fees and commissions totaling $19.75 per $1,000 principal, resulting in net proceeds of $980.25 per note. The total offering amounted to $500 million principal, with $9,875 in fees and commissions, yielding net proceeds of $490,125,000. J.P. Morgan Securities LLC serves as agent, distributing selling commissions of $19.75 per note to affiliated and unaffiliated dealers. The notes were priced on July 17, 2026, with settlement expected around July 22, 2026.
The estimated value of the notes at pricing was $963.50 per $1,000 principal. The notes carry CUSIP 46661CUK0 and are issued in minimum denominations of $1,000 and multiples thereof. The pricing supplement clarifies the difference between the public price and estimated value reflects the dealer markup inherent in this structured product.
Structure and Contingent Interest Linked to Three Major Indices
The notes are linked individually to the Dow Jones Industrial Average (Bloomberg: INDU), Nasdaq-100 Index (Bloomberg: NDX), and Russell 2000 Index (Bloomberg: RTY). Contingent interest payments depend on the lowest performing index rather than a basket average. Investors receive monthly contingent interest only if each index closes at or above 70% of its initial value on review dates.
Interest Barriers are set at 70% of the initial values as of July 17, 2026: 36,502.494 for Dow Jones, 20,014.862 for Nasdaq-100, and 2,073.5519 for Russell 2000. The contingent interest rate is 8.60% annually, paid monthly at 0.71667%, equating to $7.1667 per $1,000 principal when conditions are met.
Monthly Review and Interest Payment Schedule Through June 2028 Maturity
There are 23 Review Dates from August 17, 2026, to June 20, 2028, with corresponding Interest Payment Dates monthly from August 20, 2026, through maturity on June 23, 2028. Review Dates occur between the 17th and 20th of each month, with payments made three to five business days later. Dates may be postponed due to market disruptions as outlined in the product documentation.
This schedule enables investors to know within a few days after each Review Date whether contingent interest will be paid based on index closings.
Issuer’s Early Redemption Rights and Call Options
JPMorgan Chase Financial Company LLC may redeem the notes early in full (not partial) on any Interest Payment Date except the first two and the final one, with the earliest redemption date being October 22, 2026. Early redemption price per $1,000 principal equals $1,000 plus any contingent interest earned on the preceding Review Date.
Notice of early redemption will be given to The Depository Trust Company at least three business days prior to the relevant Interest Payment Date, providing investors with advance warning but limiting their ability to hold notes to maturity if market conditions become favorable. This feature benefits the issuer by allowing retirement of obligations at a known price linked to the last contingent interest calculation.
Principal Repayment Trigger and Loss Scenarios at Maturity
The Trigger Value for principal repayment is 60% of each index's initial value, lower than the 70% interest barrier. Trigger Values are 31,287.852 for Dow Jones, 17,155.596 for Nasdaq-100, and 1,777.3302 for Russell 2000. If all three indices remain above these levels on the final Review Date, investors receive full principal plus any applicable contingent interest.
If any index closes below its Trigger Value at maturity, investors face principal loss calculated as $1,000 plus ($1,000 multiplied by the Least Performing Index Return). The filing warns investors could lose more than 40% or potentially all principal. The Least Performing Index Return is the largest percentage decline among the three indices from their initial values.
Credit Risk and Issuer Guarantee Details
The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial Company LLC, a wholly owned finance subsidiary of JPMorgan Chase & Co. Payment is fully and unconditionally guaranteed by JPMorgan Chase & Co. Nonetheless, payments depend on the creditworthiness of both issuer and guarantor.
These notes are not bank deposits and are not insured by the FDIC or any government agency. They are not bank obligations despite the JPMorgan brand, meaning investors bear credit risk associated with the financial entities rather than insured banking products.
Index Return Calculations and "Worst of" Performance Exposure
Index Return is calculated as (Final Value - Initial Value) divided by Initial Value, with Final Value measured at the June 20, 2028 Review Date and Initial Value on July 17, 2026. Payments are linked to each index individually rather than a basket average, meaning the lowest performing index determines the outcome.
This "worst of" exposure concentrates downside risk, as a single poorly performing index can significantly impact principal repayment and contingent interest.
Risk Factors and Investor Guidance
Investors should be prepared for the possibility of losing a substantial part or all of their principal and the chance that no contingent interest payments may occur during some or all Review Dates. Declines in index levels over time can eliminate contingent interest payments. Investors also forego fixed interest and dividends in favor of conditional contingent interest linked to index performance.
Comprehensive risk disclosures are available in the pricing supplement starting on page S-2, the product supplement page PS-12, and selected risk considerations on page PS-5. Prospective investors are advised to review these sections carefully to understand risks including market, credit, liquidity, and early redemption factors.
Regulatory Filings and Registration Information
The pricing supplement is registered under SEC Registration Numbers 333-293684 and 333-293684-01, complying with Rule 424(b)(2). It references product supplement 3-I and underlying supplement 1-I, both dated April 17, 2026, along with a prospectus and prospectus supplement dated the same. These documents provide full details on terms, conditions, and risks.
The filing includes the standard SEC disclaimer that neither the SEC nor any state securities commission has approved or disapproved the notes or verified the accuracy of the pricing supplement. Any contrary representation is a criminal offense. This underscores that SEC registration does not imply endorsement or suitability for any investor.