JPMorgan Chase Launches Callable Structured Notes Tied to Nasdaq-100 Tech, Russell 2000, and S&P 500 Indices with 9.5% Conditional Interest

Contingent Interest Payments Based on Multi-Index Performance

The structured notes feature contingent interest payments dependent on the performance of three separate market indices, reviewed monthly. For each $1,000 principal note, investors receive at least $7.9167 monthly (equivalent to 0.79167% per month) if, on any review date, the Nasdaq-100 Technology Sector Index, Russell 2000 Index, and S&P 500 Index all close at or above 70% of their initial levels. If any index falls below this threshold on a review date, no interest is paid for that period.

There are 36 review dates from August 31, 2026, through July 31, 2029, with interest payments following each review. The minimum annual contingent interest rate is 9.50%, though final rates will be set at pricing.

Principal Repayment and Maturity Conditions

At maturity, if all three indices close above 60% of their initial values on July 31, 2029, investors receive the full $1,000 principal plus any final contingent interest. If any index closes below 60%, principal repayment is reduced proportionally based on the lowest performing index, calculated as $1,000 multiplied by that index's return. This structure exposes investors to potential losses exceeding 40% of principal, with the possibility of total principal loss depending on market declines.

Issuer’s Early Redemption Rights

JPMorgan Chase Financial may redeem the notes early, in full but not partially, on any interest payment date from February 4, 2027, except the first five and last interest payment dates. Early redemption allows the issuer to call the notes when market conditions are favorable, paying investors $1,000 plus the contingent interest from the most recent review date. Redemption notices must be given to The Depository Trust Company at least three business days prior, providing investors advance warning.

Diverse Index Exposure Across Market Segments

The notes link to three indices representing distinct equity segments: the Nasdaq-100 Technology Sector Index (large-cap tech stocks), the Russell 2000 Index (small and mid-cap equities), and the S&P 500 Index (broad large-cap market). Contingent interest payments require all three indices to meet performance barriers simultaneously, increasing the threshold for income payments compared to single-index notes. The structure does not aggregate index performance but evaluates each index individually.

Pricing, Distribution, and Valuation Details

Preliminary pricing estimates value the notes at approximately $949.60 per $1,000 principal, reflecting a $50.40 discount due to embedded contingent interest and option features. The final valuation will not fall below $900 per $1,000 principal. J.P. Morgan Securities LLC will act as agent, distributing selling commissions capped at $29.50 per $1,000 principal. Pricing is anticipated around July 31, 2026, with settlement near August 5, 2026. Notes have a minimum purchase of $1,000 and carry CUSIP 46661KS74. They are unsecured obligations of JPMorgan Financial, fully guaranteed by JPMorgan Chase & Co.

Credit Risk and Guarantee Structure

Payments depend on the creditworthiness of JPMorgan Chase Financial Company LLC and its guarantor, JPMorgan Chase & Co. While the guarantee is full and unconditional, it is backed solely by JPMorgan Chase’s financial strength. These notes are not bank deposits, lack FDIC insurance, and are not guaranteed by any bank. Investors bear the combined credit risk of issuer and guarantor, with any deterioration in JPMorgan Chase’s credit rating potentially impacting payments.

Risk Disclosures and Investment Suitability

The preliminary pricing supplement warns investors of the risk of losing some or all principal and receiving no contingent interest if indices breach performance barriers. Investors must be willing to forgo fixed income in exchange for contingent payments dependent on market conditions. Detailed risk factors are available in the prospectus supplement and pricing documents, emphasizing the complex and high-risk nature of these structured notes.

Regulatory Registration and Compliance

The notes are registered under SEC numbers 333-293684 and 333-293684-01 pursuant to Rule 424(b)(2). The preliminary pricing supplement is not an offer to sell in jurisdictions where prohibited. The SEC and state securities regulators have neither approved nor disapproved the notes or their disclosure materials. Any contrary representation is a criminal offense, underscoring the regulatory environment governing these securities.

Offering Timeline and Settlement Schedule

Pricing is expected on or about July 31, 2026, with settlement around August 5, 2026, marking the original issue date. The notes mature on August 3, 2029, spanning a three-year term. The first review date is August 31, 2026, with the initial interest payment on September 3, 2026. The final review and interest payment dates occur in late July 2029, with maturity payment following in early August. The 36 monthly review dates provide regular evaluation points for contingent interest eligibility.

Comparison to Traditional Fixed-Income Securities

Unlike conventional bonds that pay fixed coupons regardless of market performance, these structured notes pay interest only if all three indices meet performance thresholds. This creates a unique risk-return profile, offering a 9.50% annual contingent interest rate but with the possibility of no payments if barriers are breached. The embedded issuer call option permits early redemption starting February 4, 2027, limiting upside potential. The combination of multi-index linkage, contingent interest, and call features results in a complex investment distinct from standard bonds or equities.