JPMorgan Chase Financial Company LLC filed a free writing prospectus (FWP) pursuant to Rule 433 disclosing preliminary terms for its 2-Year Russell 2000/S&P 500 Uncapped Dual Directional Buffered Return Enhanced Notes, with a Pricing Date of November 30, 2026 and Maturity Date of December 5, 2028.

Key Highlights

  • Underlyings: The notes are linked to both 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 1.21, with the actual figure to be set in the final pricing supplement.
  • Buffer Amount: 10.00%, protecting against losses up to that level; losses beyond 10.00% are borne by the investor.
  • Estimated Value: Will not be less than $900.00 per $1,000 principal amount note when terms are set, which the filing notes "likely will be lower than the price you paid."
  • Minimum Denomination: $1,000 per note; CUSIP 46661QJD8.
  • Negative-return cap: If the lesser performing underlying return is negative but within the buffer, the effective maximum return at maturity is 10.00%, or $1,100.00 per $1,000 note.
  • Guarantor: JPMorgan Chase & Co. guarantees the obligations of issuer JPMorgan Chase Financial Company LLC.

Structure and Payout Mechanics of the RTY/SPX Buffered Notes

According to the filing, the notes are issued by JPMorgan Chase Financial Company LLC and guaranteed by JPMorgan Chase & Co. The Pricing Date is November 30, 2026, the Observation Date is November 30, 2028, and the Maturity Date is December 5, 2028. The minimum denomination is $1,000. The filing discloses that the notes carry no interest payments, dividend payments, or voting rights, and that any payment at maturity is subject to the credit risk of both the issuer and the guarantor.

The filing explains three payout scenarios. If both underlyings finish above their Initial Values, the investor receives $1,000 plus $1,000 multiplied by the lesser performing underlying return multiplied by the Upside Leverage Factor of at least 1.21. If one or both underlyings finish flat or within the 10.00% Buffer Amount below their Initial Values, the investor receives $1,000 plus $1,000 multiplied by the absolute value of the lesser performing underlying return, subject to a maximum return of 10.00% in this scenario. If either underlying finishes more than 10.00% below its Initial Value, the investor "will lose some or most of your principal amount at maturity," according to the filing, with losses calculated as the lesser performing underlying return plus the Buffer Amount applied to the $1,000 principal.

The filing identifies several selected risks, including that the estimated value of the notes is determined by reference to an internal funding rate and will be lower than the original issue price. The filing also notes that JPMorgan Chase & Co. is currently one of the companies comprising the S&P 500 Index, and that JPMorgan Chase Financial Company LLC "has no independent activities and has limited assets" as a finance subsidiary. Liquidity risk is flagged, as J.P. Morgan Securities LLC intends but is not required to offer a secondary market for the notes.

What Was Disclosed

JPMorgan Chase Financial Company LLC filed preliminary terms for structured notes linked to the Russell 2000 and S&P 500 indexes, maturing December 5, 2028, with a 10.00% buffer, an upside leverage factor of at least 1.21, and an estimated value of not less than $900.00 per $1,000 note.