JPMorgan Chase Financial Prices Auto-Callable Notes Linked to Dollar General Stock With 13.25% Contingent Interest Rate and 2029 Maturity

Structure and Issuer Profile of the Dollar General-Linked Contingent Interest Notes

JPMorgan Chase Financial Company LLC, described in the preliminary pricing supplement as a direct, wholly owned finance subsidiary of JPMorgan Chase & Co., is the issuer of these Auto Callable Contingent Interest Notes. The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial, meaning they carry the credit risk of both the issuer and the guarantor, JPMorgan Chase & Co. The disclosure makes clear that any payment on the notes is subject to the creditworthiness of these entities.

The notes are denominated in minimum amounts of $1,000 and integral multiples thereof, making them accessible to a range of structured product investors. The CUSIP number assigned is 46661KPG7. The update notes that the notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and are not obligations of or guaranteed by a bank — a distinction that investors in yield-seeking instruments should carefully consider before committing capital.

Dollar General Corporation as the Reference Stock Underlying These Notes

The Reference Stock for these notes is the common stock of Dollar General Corporation, traded under Bloomberg ticker DG, with a par value of $0.875 per share. Dollar General is one of the largest discount retail chains in the United States, operating thousands of stores primarily serving value-conscious consumers across rural and suburban markets. The company's stock performance directly determines whether investors receive contingent interest payments and how much principal they may receive at maturity.

Because the notes' returns are entirely driven by Dollar General's closing share price at specified review dates, the retail sector's performance, competitive dynamics within discount retail, and macroeconomic pressures affecting consumer spending are all material considerations for prospective note holders. The preliminary pricing supplement does not provide any forward-looking guidance on Dollar General's financial performance, and investors should consult Dollar General's own public disclosures for that information.

Contingent Interest Payment Mechanism and the 60% Interest Barrier

The notes are structured to pay a Contingent Interest Payment for each monthly Interest Review Date on which the closing price of one share of Dollar General common stock is greater than or equal to 60.00% of the Initial Value — a threshold referred to in the disclosure as the Interest Barrier. For each qualifying Interest Review Date, the payment per $1,000 principal amount note will be at least $11.0417, equivalent to a contingent interest rate of at least 13.25% per annum, payable at a monthly rate of at least 1.10417%.

Critically, if Dollar General's closing share price falls below the Interest Barrier on any given Interest Review Date, no Contingent Interest Payment will be made for that period. This means investors could receive no income for one or more months if Dollar General's stock declines meaningfully from its initial level. The disclosure explicitly states that investors should be willing to forgo fixed interest and dividend payments in exchange for the opportunity to receive these contingent payments, underscoring the performance-dependent nature of the income stream.

Automatic Call Feature and Earliest Possible Redemption Date

The notes incorporate an automatic call feature that allows for early redemption if Dollar General's closing share price on any quarterly Autocall Review Date is greater than or equal to the Initial Value — the closing price on the Pricing Date. Should an automatic call be triggered, note holders would receive $1,000 per $1,000 principal amount plus the applicable Contingent Interest Payment for that review period, with no further payments made thereafter.

The earliest date on which an automatic call may be initiated is January 22, 2027, approximately six months after the expected settlement date. Subsequent Autocall Review Dates occur quarterly: April 22, 2027; July 22, 2027; October 22, 2027; January 24, 2028; April 24, 2028; July 24, 2028; and October 2028, among others as specified in the supplement. If Dollar General's stock recovers to or above its initial level at any of these review dates, investors would receive their principal back along with one final interest payment, but would lose the opportunity to earn further contingent interest over the remaining term.

Payment at Maturity Scenarios and Principal Loss Risk

If the notes have not been automatically called by the maturity date of July 26, 2029, two outcomes are possible depending on Dollar General's Final Value — the closing share price on the final Review Date of July 23, 2029. If the Final Value is greater than or equal to the Trigger Value, which is also set at 60.00% of the Initial Value, investors will receive $1,000 plus the applicable final Contingent Interest Payment per $1,000 principal amount note.

However, if the Final Value is less than the Trigger Value, investors will receive a cash payment calculated as $1,000 plus ($1,000 multiplied by the Stock Return), where the Stock Return equals the Final Value minus the Initial Value, divided by the Initial Value. The disclosure states plainly that in this scenario investors will lose more than 40.00% of their principal amount at maturity and could lose all of their principal. This is a critical risk disclosure that differentiates these notes from conventional fixed-income instruments and illustrates the asymmetric risk profile embedded in their structure.

Interest Review Date Schedule Spanning Three Years of Monthly Monitoring

The preliminary pricing supplement provides a comprehensive schedule of Interest Review Dates running from August 24, 2026 through the final Review Date of July 23, 2029, covering 36 monthly observation points. These dates include, among others, September 22, 2026; October 22, 2026; November 23, 2026; December 22, 2026; January 22, 2027; continuing through mid-2029. Each of these dates represents a separate opportunity for investors to receive a Contingent Interest Payment, or to receive nothing if Dollar General's stock is trading below the Interest Barrier.

The disclosure notes that all dates are subject to postponement in the event of a market disruption event, as described in the accompanying product supplement. Additionally, an acceleration event could result in early termination of the notes. Investors should review the accompanying product supplement carefully for a full understanding of how market disruption events and acceleration provisions could affect the timing and amount of any payments they receive.

Estimated Value of the Notes Relative to the $1,000 Issue Price

The preliminary pricing supplement discloses that if the notes were priced on the date of the document, their estimated value would be approximately $960.30 per $1,000 principal amount note. This represents a notable discount to the $1,000 public offering price, reflecting the costs and economics embedded in the structured product, including selling commissions of up to $10.00 per $1,000 principal amount note paid by J.P. Morgan Securities LLC to affiliated or unaffiliated dealers.

The update further states that when the terms of the notes are officially set, the estimated value will not be less than $930.00 per $1,000 principal amount note. This built-in discount between public price and estimated intrinsic value is a feature common to structured notes and reflects the economics of structuring, hedging, and distribution. The disclosure directs investors to the "The Estimated Value of the Notes" section for additional explanation, and the total proceeds to the issuer, as well as final fees and commissions, were not yet fully disclosed in this preliminary supplement.

Selling Commissions, Distribution Arrangements, and Conflicts of Interest

J.P. Morgan Securities LLC is identified as the agent for JPMorgan Chase Financial in the distribution of these notes. The disclosure states that JPMS will pay all selling commissions it receives to other affiliated or unaffiliated dealers, and that in no event will these commissions exceed $10.00 per $1,000 principal amount note. The pricing supplement cross-references the "Plan of Distribution (Conflicts of Interest)" section of the accompanying product supplement for a fuller description of these arrangements.

The presence of affiliated distribution arrangements is a standard feature of structured products issued by large financial institutions, but it represents a potential conflict of interest that investors should consider. Because JPMorgan entities act as both issuer and distributor, the pricing and terms of the notes may reflect factors beyond pure market pricing. The disclosure does not provide the total dollar size of the offering, as fees, commissions, and total proceeds to the issuer remained incomplete in this preliminary version of the supplement.

Regulatory Status and Risk Disclosures Highlighted in the Preliminary Supplement

The preliminary pricing supplement carries the standard regulatory caveat that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes, nor passed upon the accuracy or adequacy of the pricing supplement and accompanying documents. Any representation to the contrary, the disclosure states, is a criminal offense. The notes were registered under Registration Statement Nos. 333-293684 and 333-293684-01.

The disclosure directs prospective investors to risk factor sections in multiple accompanying documents: the prospectus supplement, the product supplement, and this pricing supplement itself, beginning at page PS-7 under "Selected Risk Considerations." Among the highlighted risks is the possibility that JPMorgan Financial may accelerate the notes upon an acceleration event, as well as the risk of losing a significant portion or all of principal. The report makes explicit that investors should be willing to accept these risks before investing, positioning the notes firmly in the category of complex financial instruments suitable only for experienced investors.

Pricing and Settlement Timeline for the July 2026 Note Issuance

According to the preliminary pricing supplement, the notes are expected to price on or about July 22, 2026, with settlement expected on or about July 27, 2026. The supplement itself was subject to completion as of its dated publication, with a notation that the information contained within it was not complete and may be changed, and that it did not constitute an offer to sell or a solicitation to buy the securities in any jurisdiction where such activity is not permitted.

The issuance falls under a pricing supplement to product supplement no. 3-I dated April 17, 2026, as well as to prospectus and prospectus supplement documents, both dated April 17, 2026. The final terms, including the precise contingent interest rate and total offering size, were to be confirmed in the final pricing supplement. Investors and market participants were directed to await the completed version before making investment decisions based on the specific economic terms of the notes. The immediate share price impact on any related securities was not clear from available public information.