JPMorgan Chase Launches Auto-Callable Contingent Interest Notes Linked to UnitedHealth Group Stock Maturing July 2028

Structure and Payment Details of the Notes

These Auto Callable Contingent Interest Notes are complex structured products issued by JPMorgan Chase Financial Company LLC and fully guaranteed by JPMorgan Chase & Co. The notes link investor returns to UnitedHealth Group Incorporated common stock price movements over a two-year term. The strike price, set at $421.55, is based on UnitedHealth’s closing stock price on July 20, 2026, independent of the pricing date.

The notes feature contingent interest payments, providing investors with quarterly payments of at least $27.50 per $1,000 principal (equal to 2.75% quarterly or 11% annually) if the stock’s closing price on each review date remains at or above the interest barrier of $274.01 (65% of the strike price). Missed interest payments due to stock price falling below the barrier can be recovered in future quarters if the stock price rebounds above the barrier on subsequent review dates.

Automatic Redemption and Early Call Conditions

A key feature is the automatic call provision, allowing early redemption if UnitedHealth stock closes at or above the strike price of $421.55 on any review date except the first (October 20, 2026) and final maturity date (July 20, 2028). The earliest possible call date is January 20, 2027.

Upon automatic call, investors receive $1,000 principal per note plus the contingent interest payment for that review date and any unpaid prior interest payments. This caps upside returns at the strike price level, with no benefit from stock appreciation beyond that point. Settlement occurs on the first interest payment date following the triggering review date.

Principal Risk and Potential Loss Scenarios

Investors should be prepared for significant principal loss risks. If the notes are not called early and UnitedHealth stock closes below the $274.01 barrier on the final review date (July 20, 2028), maturity payment is calculated using the formula: $1,000 + ($1,000 × stock return), where stock return = (Final Value - Strike Value) / Strike Value.

This means if the stock declines sharply, investors may lose more than 35% of principal. For example, a drop from $421.55 to $274.01 results in a $649.50 payout per $1,000 invested, a 35% loss. Further declines increase losses proportionally, with the possibility of total principal loss if the stock price approaches zero.

Review and Payment Schedule

The notes include eight quarterly review dates to assess payment conditions: October 20, 2026; January 20, April 20, July 20, and October 20, 2027; January 20, April 20, and July 20, 2028. Corresponding interest payment dates occur shortly after each review: October 23, 2026; January 25, April 23, July 23, and October 25, 2027; January 25, April 25, and July 25, 2028 (maturity date).

These dates may be postponed due to market disruptions or accelerated by specific events as detailed in the product supplement, maintaining the expected two-year investment horizon.

Pricing Information and Estimated Note Value

Offered at $1,000 per note with minimum purchase of $1,000 and multiples thereof, J.P. Morgan Securities LLC, acting as agent, receives up to $17.50 in selling commissions and up to $1.00 in structuring fees per $1,000 principal. Specific pricing, fees, and proceeds remain pending final pricing supplement completion.

Estimated note value at filing was approximately $970 per $1,000 principal, with a final estimated value not less than $950 per $1,000. The $30–$50 discount from par reflects embedded optionality and risk costs.

Settlement and Registration Details

Pricing is expected on or about July 21, 2026, with settlement around July 24, 2026. The strike price of $421.55 references the July 20, 2026 closing price of UnitedHealth stock, distinct from the pricing date. The notes carry CUSIP 46661KTH1 for trading and settlement.

This preliminary pricing supplement is filed under Registration Statements Nos. 333-293684 and 333-293684-01 pursuant to Rule 424(b)(2), accompanied by product supplement 3-I dated April 17, 2026, and prospectus documents dated April 17, 2026. The SEC and state regulators have not approved or disapproved the notes or the disclosure accuracy.

Credit Risk and Investor Considerations

The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co. Payments depend on the creditworthiness of both entities. These notes are not bank deposits, are not FDIC insured, and lack government or bank guarantees despite the guarantee by the bank holding company.

Investors assume counterparty risk; financial distress or default by issuer or guarantor could result in losses independent of stock performance. The guarantee provides recourse only to JPMorgan Chase & Co.’s financial condition, without external insurance protection.

Investment Trade-offs and Yield Considerations

Investors must be willing to forgo fixed interest and dividends in exchange for contingent interest payments tied to stock price performance above the 65% barrier. Unlike traditional fixed-coupon bonds or dividend-paying equities, income is conditional on stock price maintenance.

The contingent interest rate of at least 11% annually is higher than typical bond yields, compensating for embedded risks and limitations. However, payments are forfeited if the stock price falls below the barrier on review dates, and upside gains are capped due to the automatic call feature.

Risk Disclosure and Investor Guidance

Comprehensive risk factors are detailed starting on page S-2 of the prospectus supplement, page PS-12 of the product supplement, and page PS-4 of the pricing supplement under "Selected Risk Considerations." This preliminary pricing supplement cross-references these disclosures without full reproduction.

Investors are cautioned to fully understand all risks and conditions before investing. Final terms, pricing, fees, and estimated values remain subject to market conditions at pricing. Prospective investors should review all prospectus materials and assess their financial situation prior to investing in this structured product.