JPMorgan Chase Issues Auto-Callable Notes Linked to UnitedHealth Group Stock Through July 2028

Structured Product Design and Payment Mechanics

The Auto Callable Contingent Interest Notes represent a complex structured investment designed by JPMorgan Chase Financial Company LLC, with full and unconditional guarantee from its parent company JPMorgan Chase & Co. The notes link investor returns directly to the price movement of UnitedHealth Group Incorporated common stock over a two-year period. The strike value—the reference price against which performance is measured—was established at $421.55 based on the closing price of UnitedHealth stock on July 20, 2026, deliberately not tied to the pricing date itself.

The contingent interest payment structure forms the core income component of these notes. Investors receive quarterly payments of at least $27.50 per $1,000 principal amount (equivalent to at least 2.75% quarterly or 11% annually) if and only if the closing price of UnitedHealth stock on each review date remains at or above the interest barrier of $274.01—equivalent to 65% of the strike value. Importantly, if a contingent interest payment is missed in any quarter because the stock price falls below the barrier, investors retain the right to receive that missed payment in future quarters if the stock recovers above the barrier level on subsequent review dates.

Automatic Call Feature and Early Redemption Triggers

A distinguishing feature of these notes is the automatic call provision, which allows JPMorgan Chase Financial Company LLC to redeem the notes early if predetermined price thresholds are met. Specifically, if the closing price of UnitedHealth stock equals or exceeds the full strike value of $421.55 on any review date (excluding the first review date of October 20, 2026, and the final maturity date of July 20, 2028), the notes will be automatically called for cash redemption. The earliest date on which such an automatic call can occur is January 20, 2027, the second scheduled review date.

When automatic redemption occurs, investors receive a cash payment equal to the principal amount of $1,000 per note, plus the contingent interest payment applicable to that review date, plus any previously unpaid contingent interest payments from prior review dates. This structure caps potential upside gains on the notes at the strike price level—investors do not benefit from additional stock appreciation beyond the strike value. The call settlement date, when payment is delivered, would be the first interest payment date following the triggering review date.

Downside Risk and Principal Loss Scenarios

The disclosure explicitly states that investors should be prepared to accept the risk of losing a significant portion or all of their principal investment. If the notes are not automatically called and the final closing price of UnitedHealth stock on July 20, 2028 (the final review date) falls below the trigger value of $274.01, the payment at maturity is calculated using a formula that directly incorporates the stock's decline. The calculation is $1,000 plus ($1,000 multiplied by the stock return percentage), where stock return equals (Final Value minus Strike Value) divided by Strike Value.

This pricing mechanism means that if UnitedHealth stock declines significantly, investors can lose substantially more than 35% of their initial principal at maturity. The filing specifies that investors could lose substantially all of their principal amount invested. For example, if the stock declines from $421.55 to $274.01 by the maturity date, investors would recover only $649.50 per $1,000 invested—a loss of 35%. Any further decline below this threshold increases losses proportionally, and in an extreme scenario where the stock price approaches zero, investors could forfeit their entire principal amount.

Review Dates and Payment Schedule

The notes follow a structured eight-quarter calendar with specific review and payment dates established at issuance. Review dates—when JPMorgan Chase Financial Company LLC assesses whether payment conditions are met—are scheduled for October 20, 2026, January 20, 2027, April 20, 2027, July 20, 2027, October 20, 2027, January 20, 2028, April 20, 2028, and July 20, 2028. The corresponding interest payment dates fall slightly later, occurring on October 23, 2026, January 25, 2027, April 23, 2027, July 23, 2027, October 25, 2027, January 25, 2028, April 25, 2028, and the maturity date of July 25, 2028.

These dates are subject to postponement in the event of market disruption events, as detailed in the accompanying product supplement, or early acceleration if acceleration events occur. The document indicates that postponement provisions and acceleration consequences are defined elsewhere in the comprehensive product documentation, allowing flexibility for extraordinary market circumstances while maintaining the two-year investment horizon as baseline expectation.

Pricing Terms and Estimated Value

The notes are being offered at $1,000 per note with minimum denominations of $1,000 and integral multiples thereof. The issuer has disclosed that J.P. Morgan Securities LLC, acting as agent for JPMorgan Chase Financial Company LLC, receives selling commissions of up to $17.50 per $1,000 principal amount note and a structuring fee of up to $1.00 per $1,000 principal amount note. These fees are paid to other affiliated or unaffiliated dealers. The specific price to public, total fees and commissions, and proceeds to the issuer were not completed in this preliminary pricing supplement.

However, the disclosure provides guidance on estimated value. If the notes had priced on the date of the filing, the estimated value would have been approximately $970.00 per $1,000 principal amount note. The final estimated value, to be provided in the completed pricing supplement, will not be less than $950.00 per $1,000 principal amount note according to the terms disclosed. This $30 to $50 per note difference between par value and estimated value reflects the economic cost of the embedded optionality and risk structure inherent in the product.

Settlement and Registration Details

The notes are expected to price on or about July 21, 2026 (the "Pricing Date") and settle on or about July 24, 2026. The strike value of $421.55 was determined by reference to the closing price of UnitedHealth Group stock on July 20, 2026—notably not the pricing date itself—establishing a temporal separation between strike determination and actual pricing. The notes carry CUSIP number 46661KTH1 for trading and settlement identification purposes.

This preliminary pricing supplement is filed under Registration Statement Nos. 333-293684 and 333-293684-01 pursuant to Rule 424(b)(2). The document is accompanied by a product supplement numbered 3-I dated April 17, 2026, a prospectus and prospectus supplement each dated April 17, 2026, and contains detailed risk factor disclosures. The SEC and state securities commissions have not approved or disapproved the notes, nor have they passed upon the accuracy or adequacy of the disclosure documents.

Credit Risk and Investor Protections

The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC as the issuer, with payment guaranteed fully and unconditionally by JPMorgan Chase & Co. Importantly, any payment on the notes remains subject to the credit risk of both the issuer and the guarantor. These 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, despite the bank holding company guarantee structure.

Investors bear counterparty risk exposure to JPMorgan Chase entities. If either the issuer or guarantor experiences financial distress or default, the notes could be subject to loss independent of underlying stock performance. The guarantee provides recourse only to the financial condition of JPMorgan Chase & Co., not to external insurance or government protection mechanisms. This credit risk layer exists in addition to the market risk tied to UnitedHealth Group stock price movements.

Opportunity Cost and Trade-offs for Investors

The product documentation emphasizes that investors should be willing to forgo fixed interest and dividend payments in exchange for the opportunity to receive contingent interest payments. Unlike traditional bonds offering fixed coupons or equity investments providing dividend income, these notes generate income only conditionally based on underlying stock price maintenance above the 65% barrier level. This structure means investors sacrifice conventional income certainty for the potential of higher contingent returns if the referenced stock performs adequately.

The contingent interest rate of at least 11% annually is substantially higher than typical bond yields available to investors during the period, reflecting compensation for the various risks and limitations embedded in the structure. However, this higher yield is accessible only when conditions are met; investors receive nothing if the stock price falls below the interest barrier on a given review date. Additionally, investors forgo any appreciation of the underlying stock beyond the strike price, as automatic redemption caps upside returns at the initial principal plus accumulated contingent payments.

Key Risks and Disclosure Framework

The filing directs investors to comprehensive risk factor disclosures beginning on page S-2 of the accompanying prospectus supplement, page PS-12 of the accompanying product supplement, and page PS-4 of the pricing supplement under "Selected Risk Considerations." The disclosure document does not reproduce these detailed risk factors in full within the preliminary pricing supplement but establishes the framework and cross-references to the complete analysis. This modular disclosure approach allows investors to review the full risk analysis in the complete prospectus documents.

Investors are explicitly cautioned that the notes carry numerous risks and should not be undertaken without thorough understanding of all embedded risks and conditions. The preliminary nature of this pricing supplement indicates that final terms, including exact pricing, fees, and estimated value, remain subject to completion and market conditions as of the actual pricing date. Investors should consult complete prospectus materials and consider their individual financial circumstances before committing capital to this structured investment.