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On July 21, 2026, JPMorgan Chase Financial Company LLC filed a preliminary pricing supplement for Trigger Step Securities tied to the lesser performing of the S&P 500 Equal Weight Index and the EURO STOXX 50 Index. These securities mature on July 23, 2031, and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Investors face substantial downside risk, including the potential loss of all principal if either underlying index falls below its downside threshold.
Key Points
- NYSE: VYLD
- JPMorgan Chase Financial issued five-year Trigger Step Securities featuring enhanced growth potential through step return mechanisms but with significant downside risk
- Step Return expected between 68.50% and 69.50%; Initial Value set at 100% for both indices, with Step Barrier at 100% and Downside Threshold at 75%
- Offered at $10.00 per unit with $0.35 per unit in fees and commissions, yielding $9.65 net proceeds per unit to the issuer
- Investors must monitor the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co., as default could result in total loss of investment and elimination of payments
Security Structure and Return Features
The Trigger Step Securities are complex structured debt instruments designed to deliver enhanced growth potential through contingent principal repayment features. Issued by JPMorgan Chase Financial Company LLC and fully guaranteed by JPMorgan Chase & Co., returns depend on the lesser performing of the S&P 500 Equal Weight Index and the EURO STOXX 50 Index. This dual-index linkage introduces a comparative performance element, differing from traditional single-index linked securities.
The key return mechanism is the step return, expected between 68.50% and 69.50%, to be finalized on the Trade Date. If both indices’ Final Values meet or exceed their Step Barriers at maturity, investors receive full principal plus the greater of the Step Return or the Underlying Return of the lesser performing index. This asymmetric payoff allows investors to benefit from predetermined minimum returns if both indices maintain their Step Barrier levels, while also participating in upside if the indices perform strongly.
Downside Risk and Principal Protection Thresholds
The securities feature a tiered downside protection linked to the lesser performing underlying. If either index’s Final Value falls below the Step Barrier but both remain above the 75% Downside Threshold, JPMorgan Financial will repay full principal at maturity without additional returns. This offers partial protection, allowing investors to recover principal despite moderate declines.
If either index drops below the 75% Downside Threshold, investors face principal losses proportional to the negative return of the lesser performing index. The filing warns investors may lose their entire principal, bearing full downside exposure from Initial to Final Value. While a total loss would require an extreme index collapse, this risk underscores the securities’ significant market risk.
Key Dates and Settlement Terms
The Trade Date is July 21, 2026, with an expected Original Issue and Settlement Date of July 23, 2026. The Final Valuation Date is July 21, 2031, and maturity occurs on July 23, 2031, marking a five-year investment horizon. Dates are subject to change, with adjustments made to maintain the five-year term if necessary.
Final terms, including Step Return and Initial Values, will be confirmed on the Trade Date. Valuation and maturity dates may be postponed due to market disruption events, and early acceleration is possible under specified conditions.
Offering Terms and Minimum Investment Requirements
JPMorgan Chase Financial offers these Trigger Step Securities with a minimum investment of $1,000, in $10 denominations and multiples thereof. The public offering price is $10.00 per unit, with fees and commissions totaling $0.35 per unit, resulting in $9.65 net proceeds per unit. UBS Financial Services Inc. will receive selling commissions not exceeding $0.35 per unit.
Pricing reflects the value of the step return, dual-index optionality, and issuer credit quality. An estimated value for a midrange Step Return (~69%) is approximately $9.511 per $10 principal, with a floor valuation not less than $9.20 per $10 principal amount.
Underlying Index Selection and Performance Parameters
The underlying indices represent distinct markets and weighting methods. The S&P 500 Equal Weight Index (Bloomberg: SPW) offers U.S. equity exposure with equal weighting across 500 companies, emphasizing smaller firms. The EURO STOXX 50 Index (Bloomberg: SX5E) covers major Eurozone blue-chip stocks. Linking returns to the lesser performing index provides a comparative benchmark across developed markets.
Both indices have Initial Values set at 100%, Step Barriers at 100%, and Downside Thresholds at 75%. These parameters reflect anticipated volatility and performance over five years.
Credit Risk and Guaranty Structure
Issued by JPMorgan Chase Financial Company LLC and fully guaranteed by JPMorgan Chase & Co., these securities expose investors to the credit risk of both entities. The guarantee chain provides recourse to the parent company, but does not eliminate credit risk inherent in financial institution obligations.
The filing warns that default by either JPMorgan Financial or JPMorgan Chase & Co. could result in loss of all payments and principal. Investors should carefully assess the creditworthiness of both entities despite JPMorgan Chase & Co.’s stature as a leading global financial institution.
Risk Disclosures and Market Considerations
The filing highlights significant risks, noting these securities are "significantly riskier than conventional debt instruments." JPMorgan Financial is not obligated to repay full principal at maturity, and investors bear equity-market-style downside risk tied to the lesser performing underlying, in addition to issuer credit risk.
Investors will not receive dividends or interest payments; returns depend solely on contingent principal repayment and step return at maturity. The filing advises against purchasing if investors do not understand or accept these risks, referencing further risk details in accompanying prospectus and product supplements.
Regulatory Approval and Availability
The Securities and Exchange Commission and state securities commissions have neither approved nor disapproved these securities or the pricing supplement. The filing includes a warning against misrepresenting regulatory approval. The offering is registered under SEC registration numbers 333-293684 and 333-293684-01.
These securities will not be listed on any exchange and will trade over-the-counter if secondary trading occurs, potentially limiting liquidity and transparency. Investors may face challenges exiting positions, especially during market stress or issuer credit deterioration.
Completion Status and Final Terms Timing
This preliminary pricing supplement is incomplete and subject to change. Final terms, including exact Step Return and Initial Values, will be finalized and disclosed on the Trade Date of July 21, 2026. The preliminary document serves as an illustration rather than a binding offer.
The estimated value references provide context but do not represent final pricing. Investors should review the final pricing supplement upon issuance for definitive terms.
