JPMorgan Chase Prices Auto Callable Accelerated Barrier Notes Linked to Dow Jones, Nasdaq-100, and Russell 2000, Maturing July 2031

Auto Callable Accelerated Barrier Notes Structure and Features

Classified as structured investments, these notes are designed by JPMorgan Chase Financial Company LLC for investors targeting two possible outcomes. The first is an early exit at a premium if, on the Review Date of July 27, 2027, the closing level of each linked index is at or above 100.00% of its Initial Value established on the Pricing Date. Meeting this condition triggers an automatic call, entitling investors to $1,000 plus the Call Premium Amount per $1,000 principal, with no further payments thereafter.

The second outcome applies if the notes are not called and reach the Observation Date of July 21, 2031. Here, the maturity payment depends on the performance of the least performing index, applying a 1.50 Upside Leverage Factor to any positive return. Importantly, payments are linked to individual index performance, not a blended basket, with the payoff driven by the worst-performing index.

Automatic Call Feature and July 2027 Review Date Details

The sole Review Date for triggering the automatic call is July 27, 2027, with a Call Settlement Date of July 30, 2027. For the call to occur, all three indices—the Dow Jones Industrial Average, Nasdaq-100, and Russell 2000—must close at or above 100.00% of their respective Initial Values on that date. If any index falls short, the call does not trigger and the notes continue toward maturity.

The filing notes that if called automatically, investors forgo the 1.50x Upside Leverage Factor applicable at maturity. Consequently, the automatic call payment may be significantly lower than the maturity payment for the same appreciation level in the least performing index. The Call Premium Amount per $1,000 principal will be at least $298.00, with the final figure to be confirmed in the definitive pricing supplement expected around July 21, 2026.

Maturity Payment Scenarios and 70% Barrier Threshold

If not called, three maturity payment scenarios exist on July 21, 2031. First, if all indices’ Final Values exceed their Initial Values, investors receive $1,000 plus the product of $1,000, the Least Performing Index Return, and the 1.50 Upside Leverage Factor—offering uncapped, accelerated returns based on the weakest index.

Second, if any index’s Final Value is at or below its Initial Value but remains at or above the Barrier Amount (70.00% of Initial Value), investors receive full principal with no gain or loss. Third, if any index falls below the 70.00% Barrier, investors’ payments equal $1,000 plus $1,000 multiplied by the Least Performing Index Return, meaning losses exceeding 30% of principal are possible, including total principal loss.

Estimated Pricing Value and Fees

The preliminary pricing supplement estimates the notes’ value at approximately $972.60 per $1,000 principal at filing date, reflecting issuer internal valuation below the $1,000 public price. This difference accounts for embedded costs, hedging, and distribution fees. The final estimated value will not be less than $900.00 per $1,000 principal.

Regarding commissions, J.P. Morgan Securities LLC will pay all selling commissions to affiliated or unaffiliated dealers, capped at $11.25 per $1,000 principal. Total fees, commissions, and issuer proceeds were not finalized in the preliminary filing and will be disclosed in the definitive pricing supplement.

Issuer and Guarantor Credit Risk

The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial Company LLC, a wholly owned finance subsidiary of JPMorgan Chase & Co., with all payments fully and unconditionally guaranteed by JPMorgan Chase & Co. Nonetheless, payments depend on the creditworthiness of both entities, exposing investors to issuer and guarantor credit risk regardless of index performance.

These notes are not bank deposits and lack FDIC or other governmental insurance, differing fundamentally from insured bank products. Investors should recognize the risk profile tied to JPMorgan entities’ credit and market performance of the linked indices.

Linked Indices and Payoff Determination

The notes link to three major U.S. equity benchmarks: Dow Jones Industrial Average (INDU), Nasdaq-100 Index (NDX), and Russell 2000 Index (RTY). Each index is assessed individually, with payoffs based on the worst-performing index rather than a blended average. This "least performing" structure requires all three indices to perform well for optimal investor returns.

This design creates asymmetric risk: even if two indices perform strongly, a significant decline in one—such as the Russell 2000—can reduce overall returns or breach the Barrier Amount, causing principal loss. Investors must evaluate each index’s likely trajectory over both the short-term Review Date and the five-year maturity horizon.

Minimum Denomination, Settlement Timeline, and Registration

Offered in minimum denominations of $1,000 and multiples thereof, the notes are accessible to a broad investor base. Pricing is expected on or about July 21, 2026, with settlement by July 24, 2026. Several key terms, including the final Call Premium and aggregate offering size, remain subject to change before the definitive pricing supplement.

The offering is registered under Nos. 333-293684 and 333-293684-01, supplementing product and underlying supplements and prospectus documents dated April 17, 2026. Settlement and observation dates may be postponed due to market disruptions as outlined in the product supplement.

Principal Risk and Suitability Considerations

The filing emphasizes principal risk, noting investors must accept no interest or dividends and the potential loss of some or all principal at maturity. Unlike traditional bonds, these notes pay no periodic coupons or dividends. The trade-off is potential accelerated upside via the 1.50x leverage factor and defined Call Premium for early exit.

Prospective investors are advised to review detailed risk factors in the prospectus, product supplement, and pricing supplement, covering market, credit, liquidity risks, and the complex payoff interactions. Careful evaluation of all risks is recommended before investing.

Secondary Market Liquidity and Price Transparency

These structured notes are generally not exchange-listed, potentially limiting liquidity for investors seeking early exit before the call or maturity dates. No guarantee exists that a secondary market will develop, and selling prices may be discounted due to market conditions, index levels, interest rates, or issuer creditworthiness.

The estimated value gap of approximately $972.60 versus the $1,000 public price illustrates embedded costs. Early secondary market sales may occur below original investment amounts even if indices remain stable. No specific ongoing price quotation or market-making commitments are disclosed beyond the product supplement’s Plan of Distribution.

Summary of Key Dates and Terms

Key dates include Pricing Date on or about July 21, 2026, Settlement around July 24, 2026, Review Date for automatic call on July 27, 2027, with Call Settlement on July 30, 2027 if triggered. If not called, Observation Date is July 21, 2031, and final Maturity Date is July 24, 2031. All dates may be postponed due to market disruptions per product supplement terms.

The Barrier Amount is 70.00% of each index's Initial Value, Call Value is 100.00%, Upside Leverage Factor is 1.50, and minimum Call Premium is $298.00 per $1,000 principal. Final Call Premium and other preliminary terms will be confirmed in the definitive pricing supplement expected near July 21, 2026.