JPMorgan Chase Financial Company LLC filed a free writing prospectus (FWP) under Rule 433 disclosing preliminary terms for 3-year Russell 2000/S&P 500 Uncapped Dual Directional Buffered Return Enhanced Notes, with a pricing date of November 30, 2026 and maturity on December 5, 2029.

Key Highlights

  • Issuer and Guarantor: JPMorgan Chase Financial Company LLC is the issuer; JPMorgan Chase & Co. is the guarantor of the notes.
  • Underlyings: The notes are linked to the Russell 2000 Index and the S&P 500 Index, with payment at maturity determined by the lesser performing of the two.
  • Upside Leverage Factor: At least 1.215, with the final figure to be set in the pricing supplement.
  • Buffer Amount: 15.00%, providing downside protection up to that level; losses apply beyond it.
  • Effective Return Cap: If the Lesser Performing Underlying Return is negative, the maximum return at maturity is 15.00%, or $1,150.00 per $1,000 principal amount note.
  • Estimated Value: Will not be less than $900.00 per $1,000 principal amount note when terms are set, and "likely will be lower than the price you paid for the notes," according to the filing.
  • CUSIP: 46661QHJ7; minimum denomination is $1,000.

Preliminary Terms and Payout Structure for JPMorgan's RTY/SPX Buffered Notes

According to the filing, the notes are structured so that payment at maturity depends on the performance of the lesser performing of two underlyings: the Russell 2000 Index and the S&P 500 Index. The observation date and pricing date are both November 30, 2026 and November 30, 2029 respectively, with a maturity date of December 5, 2029. If both indexes finish above their initial values, the payment per $1,000 note equals $1,000 plus $1,000 multiplied by the lesser performing underlying return multiplied by the upside leverage factor (at least 1.215).

The filing describes a dual directional feature: if the lesser performing underlying declines by up to the 15.00% buffer amount, the payout reflects the absolute value of that decline as a positive return, subject to the effective 15.00% cap on that outcome. For example, the filing's hypothetical table shows that a lesser performing underlying return of -15.000% would produce a total return on the notes of 15.000%. If either underlying falls by more than the buffer amount, the filing states that investors "will lose some or most of your principal amount at maturity," with losses calculated as the lesser performing underlying return plus the buffer amount applied to the $1,000 principal.

The filing discloses several key risks. Any payment is subject to the credit risk of both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. The notes carry no interest payments, dividend payments, or voting rights. The filing also notes that "JPMorgan Chase & Co. is currently one of the companies that make up the S&P 500 Index," and flags potential conflicts of interest, including JPMorgan acting as calculation agent and conducting hedging activities that could produce returns for JPMorgan while the value of the notes declines. Secondary market liquidity is not guaranteed; J.P. Morgan Securities LLC intends, but is not required, to offer to purchase the notes in the secondary market. The filing was made pursuant to Rule 433 under Registration Statement Nos. 333-293684 and 333-293684-01.

What Was Disclosed

JPMorgan Chase Financial Company LLC filed a free writing prospectus setting out preliminary terms for structured notes linked to the Russell 2000 and S&P 500 indexes, including a 15.00% buffer, an upside leverage factor of at least 1.215, CUSIP 46661QHJ7, and an estimated value of not less than $900.00 per $1,000 note.