JPMorgan Chase Financial (AMJB) sells callable notes tied to 10-year CMT rate
Rhea-AI Filing Summary
JPMorgan Chase Financial Company LLC is offering unsecured, unsubordinated callable notes due August 3, 2033, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay quarterly interest at a variable rate based on the 10-year Constant Maturity Treasury (CMT) rate.
For each interest period, interest for each $1,000 note equals an annualized rate of at least 9.45% × N/ACT, where N is the number of days the 10‑year CMT rate is less than or equal to 5.25%, and ACT is total days in the period; days outside this range earn 0.00%. Beginning August 3, 2027, the issuer may redeem the notes quarterly at par plus accrued interest. The price to the public is $1,000 per note, with total selling and structuring compensation of $12.50 and proceeds to the issuer of $987.50 per note. The estimated value would be approximately $974.00 per $1,000 note if priced on the described date, and will not be less than $950.00 per $1,000 at pricing. The notes involve credit risk of both JPMorgan Financial and JPMorgan Chase & Co. and may have limited or no secondary market liquidity.
Positive
- None.
Negative
- None.
Filing Explained
This remains a preliminary note offering: total borrowing and final interest terms await the pricing supplement.
This
U.S. federal tax treatment also remains unresolved; the filing identifies possible variable-rate-debt and contingent-payment-debt treatment, with the resulting timing and character of taxable income differing between them.
The pricing supplement expected on or about
Key Figures
Key Terms
range accrual financial
10-year Constant Maturity Treasury rate financial
contingent payment debt instruments financial
variable rate debt instruments financial
original issue discount financial
internal funding rate financial
Offering Details
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of JPMorgan Chase Financial (AMJB) 10-year CMT-linked callable notes?
How is interest calculated on the AMJB 10-year CMT-linked range accrual notes?
When can JPMorgan redeem the AMJB callable notes and at what price?
What are the fees and estimated value for the AMJB structured notes offering?
What reference rate and recent level apply to the AMJB CMT-linked notes?
How might the AMJB notes be treated for U.S. federal income tax purposes?
Subject to completion dated July 28, 2026
| JPMorgan Chase Financial Company LLC | July 2026 |
Pricing Supplement
Registration Statement Nos. 333-293684 and 333-293684-01
Dated July , 2026
Filed pursuant to Rule 424(b)(2)
INTEREST RATE Structured Investments
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
As further described below, we, JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, have the right to redeem the notes, in whole but not in part, on any quarterly redemption date, beginning on August 3, 2027 and ending on May 3, 2033, at a price equal to the principal amount being redeemed plus any accrued and unpaid interest. Subject to the call feature, interest will accrue and be payable on the notes quarterly, in arrears, from the original issue date to maturity, at a variable rate equal to at least 9.45% per annum (to be provided in the pricing supplement) for each calendar day that the 10-year Constant Maturity Treasury (“CMT”) rate is less than or equal to 5.25% (which we refer to as the reference rate range). Consequently, if, on any day, the level of the 10-year CMT rate is not within the reference rate range, no interest will accrue for such day. The notes are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving little or no interest on the notes with respect to any day during each interest period on which the 10-year CMT rate is not within the reference rate range. The 10-year CMT rate refers to the yield on actively traded U.S. Treasury nominal/non-inflation-indexed securities adjusted to constant maturity of 10 years. For additional information about the 10-year CMT rate, see “The 10-Year Constant Maturity Treasury Rate Overview” below. The notes are unsecured and unsubordinated obligations of JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co., issued as part of JPMorgan Financial’s Medium-Term Notes, Series A, program. Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
| SUMMARY TERMS | |
| Issuer: | JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
| Guarantor: | JPMorgan Chase & Co. |
| Aggregate principal amount: | $ |
| Reference rate: |
10-year Constant Maturity Treasury rate determined as follows: · for any calendar day during an interest period from, and including, the first calendar day of that interest period to, and including, the sixth U.S. government securities business day prior to the interest payment date relating to that interest period, the rate that appears on the Bloomberg Screen H15T10Y Page at approximately 5:00 p.m., New York City time, on that day, as determined by the calculation agent, provided that if such rate does not so appear, then as determined in accordance with the relevant provisions as set forth under “The Underlyings — Base Rates — Constant Maturity Treasury Rate” in the accompanying product supplement; provided further that if that calendar day is not a U.S. government securities business day, the reference rate for that calendar day will be the reference rate determined with respect to the immediately preceding U.S. government securities business day; and · for any calendar day during an interest period beginning on and including the fifth U.S. government securities business day prior to the interest payment date relating to that interest period, the reference rate determined with respect to the fifth U.S. government securities business day prior to that interest payment date |
| Payment at maturity: | On the maturity date, we will pay you the principal amount of your notes plus any accrued and unpaid interest, provided that your notes are outstanding and have not previously been called on any redemption date. |
| Call feature: | On the 3rd calendar day of February, May, August and November of each year, beginning on August 3, 2027 and ending on May 3, 2033 (each, a “redemption date”), we may redeem your notes, in whole but not in part, at a price equal to the principal amount being redeemed plus any accrued and unpaid interest, subject to the business day convention and the interest accrual convention described below and in the accompanying product supplement. |
| Interest: |
Subject to the interest accrual convention, with respect to each interest period, for each $1,000 stated principal amount note, we will pay you interest in arrears on each interest payment date in accordance with the following formula: $1,000 × interest rate × day count fraction. |
| Interest rate: |
For each interest period, a variable rate per annum equal to: (x) at least 9.45% per annum (the “interest factor”) times (y) N/ACT; where “N” = the total number of calendar days in the applicable interest period on which the reference rate is within the reference rate range (“accrual days”); and “ACT” = the total number of calendar days in the applicable interest period. If on any calendar day, the reference rate is not within the reference rate range, interest will accrue at a rate of 0.00% per annum for that day. The actual interest factor will be provided in the pricing supplement and each will not be less than 9.45% per annum. |
| Reference rate range: | Less than or equal to 5.25% |
| Pricing date: | July , 2026, subject to the business day convention (expected to price on or about July 29, 2026) |
| Original issue date (settlement date): | August , 2026, subject to the business day convention (3 business days after the pricing date) |
| Maturity date: | August 3, 2033, subject to the business day convention |
| Terms continued on the following page | |
| Commissions and issue price: | Price to public(1) | Fees and commissions | Proceeds to issuer |
| Per note | $1,000.00 | $10.00(2) | $987.50 |
| $2.50(3) | |||
| Total | $ | $ | $ |
| (1) | The price to public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates. |
| (2) | JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”). In no event will these selling commissions exceed $10.00 per $1,000 stated principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
| (3) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $2.50 for each $1,000 stated principal amount note. |
If the notes priced today and assuming an interest factor equal to the minimum listed above, the estimated value of the notes would be approximately $974.00 per $1,000 stated principal amount note. The estimated value of the notes on the pricing date will be provided in the pricing supplement and will not be less than $950.00 per $1,000 stated principal amount note. See “Additional Information about the Notes — The estimated value of the notes” in this document for additional information.
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on page PS-11 of the accompanying product supplement and “Risk Factors” beginning on page 5 of this document.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this document or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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.
You should read this document together with the related product supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Information about the Notes” at the end of this document.
Product supplement no. 1-I dated April 17, 2026: http://www.sec.gov/Archives/edgar/data/19617/000121390026045203/ea0285802-07_424b2.pdf
Prospectus supplement and prospectus, each dated April 17, 2026: http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
Terms continued from previous page:
| Interest period: | The period beginning on and including the original issue date and ending on but excluding the first interest payment date, and each successive period beginning on and including an interest payment date and ending on but excluding the next succeeding interest payment date, subject to any earlier redemption and the interest accrual convention described below and in the accompanying product supplement |
| Interest payment dates: | Interest on the notes will be payable in arrears on the 3rd calendar day of February, May, August and November of each year, beginning on November 3, 2026 to and including the maturity date (each, an “interest payment date”), subject to any earlier redemption and the business day convention and interest accrual convention described below and in the accompanying product supplement. |
| Business day convention: | Following |
| Interest accrual convention: | Unadjusted |
| Day count convention: | 30 / 360 |
| Stated principal amount: | $1,000 per note |
| Issue price: | $1,000 per note (see “Commissions and issue price” above) |
| CUSIP / ISIN: | 46660NDJ9 / US46660NDJ90 |
| Agent: | J.P. Morgan Securities LLC (“JPMS”) |
| Listing: | The notes will not be listed on any securities exchange. |
| July 2026 | Page 2 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
The Notes
The notes offered are unsecured and unsubordinated obligations of JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. As further described below, subject to the call feature, interest will accrue and be payable on the notes quarterly, in arrears, from the original issue date to maturity, at a variable rate equal to at least 9.45% per annum (which we refer to as the interest factor) for each calendar day that the 10-year CMT rate is less than or equal to 5.25% (which we refer to as the reference rate range). The actual interest factor will be provided in the pricing supplement and will not be less than 9.45% per annum. Consequently, if, on any day, the level of the 10-year CMT rate is not within the reference rate range, no interest will accrue for such day. The notes are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving little or no interest on the notes with respect to any day during each interest period on which the 10-year CMT rate is not within the reference rate range. Investors must be willing and able to forgo interest for significant periods of time, including possibly the entire term of the notes.
Beginning August 3, 2027, we have the right to redeem the notes, at our discretion, in whole but not in part, on any quarterly redemption date, at a price equal to the principal amount being redeemed plus any accrued and unpaid interest. If we decide to redeem the notes, we will give you notice at least 5 business days and not more than 15 business days before the applicable redemption date. Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
| July 2026 | Page 3 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
How the Notes Work
The table below presents examples of hypothetical interest rates at which interest would accrue on the notes during any year based on the total number of calendar days in a quarterly interest period on which the 10-year CMT rate is within the reference rate range. The table assumes that the interest factor is 9.45% per annum and the interest period contains 90 calendar days. The actual interest factor will be provided in the pricing supplement and will not be less than 9.45% per annum.
The example below is for purposes of illustration only and would provide different results if different assumptions were made. The actual quarterly interest will depend on the actual number of calendar days in each interest period and the actual level of the 10-year CMT rate on each day. The applicable interest rate for each quarterly interest period will be determined on a per-annum basis but will apply only to that interest period.
| N | Annualized Rate of Interest Paid |
| 0 | 0.000% |
| 15 | 1.575% |
| 30 | 3.150% |
| 45 | 4.725% |
| 60 | 6.300% |
| 75 | 7.875% |
| 90 | 9.450% |
Beginning August 3, 2027, it is possible that you could receive little or no interest on the notes. If, on any calendar day during any interest period, the 10-year CMT rate is not within the reference rate range, interest will accrue at a rate of 0.00% per annum for that day.
| July 2026 | Page 4 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
Risk Factors
The following is a non-exhaustive list of certain key risk factors for investors in the notes. For further discussion of these and other risks, you should read the section entitled “Risk Factors” of the accompanying prospectus supplement and the accompanying product supplement. We urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the notes.
Risks Relating to the Notes Generally
| § | We may call your notes prior to their scheduled maturity date. We may choose to call the notes early or choose not to call the notes early on any redemption date in our sole discretion. If the notes are called early, you will receive the principal amount of your notes plus any accrued and unpaid interest to, but excluding, the applicable redemption date. The aggregate amount that you will receive through and including the applicable redemption date will be less than the aggregate amount that you would have received had the notes not been called early. If we call the notes early, your overall return may be less than the yield that the notes would have earned if you held your notes to maturity and you may not be able to reinvest your funds at the same rate as the original notes. We may choose to call the notes early, for example, if U.S. interest rates decrease or do not rise significantly or if volatility of U.S. interest rates decreases significantly. |
| § | The notes are not ordinary debt securities; the interest rate on the notes is not fixed but is variable. With respect to each interest period, the rate of interest paid by us on the notes is not fixed, but will vary depending on the daily fluctuations in the reference rate. Consequently, the return on the notes may be less than those otherwise payable on debt issued by us with similar maturities. Although the variable interest rate on the notes is determined by reference to the reference rate, the interest rate on the notes does not track the reference rate. You should consider, among other things, the overall annual percentage rate of interest to maturity as compared to other equivalent investment alternatives. |
| § | The interest rate on the notes is based on the reference rate, which will be the 10-year CMT rate. The amount of interest, if any, payable on the notes will depend on a number of factors that could affect the levels of the reference rate, and in turn, could affect the value of the notes. These factors include (but are not limited to) the expected volatility of the reference rate, interest and yield rates in the market generally, the performance of capital markets, monetary policies, fiscal policies, regulatory or judicial events, inflation, general economic conditions, and public expectations with respect to such factors. These and other factors may have a negative impact on the reference rate and on the value of the notes in the secondary market. The effect that any single factor may have on the reference rate may be partially offset by other factors. We cannot predict the factors that may affect the reference rate, and consequently the interest rate for an interest period. If the reference rate is outside the reference rate range on any calendar day during an interest period, the interest rate for that interest period will be reduced and could be zero. |
| § | The interest rate on the notes is limited to at least 9.45% per annum. The interest rate will be limited to the interest factor of at least 9.45% per annum. The actual interest factor will be provided in the pricing supplement and will not be less than 9.45% per annum. Assuming an interest factor of 9.45% per annum, interest during each interest period will accrue at a rate per annum equal to the product of (1) 9.45% per annum and (2) the accrual days divided by the number of days in that interest period. As a result, the interest rate for each interest period will never exceed the interest factor, regardless of any appreciation of the reference rate, which may be significant. |
| § | The interest rate on the notes during any or all of the interest periods may be zero. Although the maximum interest rate is equal to the interest factor of at least 9.45% per annum, for every calendar day during an interest period that is not an accrual day, the interest rate for that interest period will be reduced. We cannot predict the factors that may cause a calendar day to be an accrual day or not. The amount of interest you accrue on the notes in an interest period may decrease even if the reference rate increases. If no calendar day during an interest period is an accrual day, the interest rate for that interest period would be zero. In that event, you will not be compensated for any loss in value due to inflation and other factors relating to the value of money over time during that interest period. |
| § | For purposes of determining the 10-year CMT rate, the level of the reference rate for any day from and including the fifth U.S. government securities business day prior to the interest payment date of an interest period will be the level of the reference rate with respect to that fifth day. Because the level of the |
| July 2026 | Page 5 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
reference rate for any day from and including the fifth U.S. government securities business day prior to the interest payment date of an interest period will be the level of the reference rate with respect to that fifth day, if with respect to that fifth day, the 10-year CMT rate is not within the reference rate range, you will not receive any interest in respect of any days on or after that fifth business day to but excluding that interest payment date even if any of those days would have been an accrual day were the levels of the 10-year CMT rate determined based on the actual reference rate with respect to that day.
| § | Floating rate notes differ from fixed rate notes. The interest rate on the notes during an interest period will be variable and determined based on whether the reference rate is within the reference rate range on each calendar day during that period, which may result in a return less than returns otherwise payable on notes issued by us with similar maturities. You should consider, among other things, the overall potential annual percentage rate of interest to maturity of the notes as compared to other investment alternatives. |
| § | The notes are subject to our and JPMorgan Chase & Co.’s credit risks, and our and JPMorgan Chase & Co.’s credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the market value of the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment. |
| § | As a finance subsidiary, JPMorgan Financial has no independent activities and has limited assets. As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase & Co. were to enter into a resolution” in the accompanying prospectus supplement. |
| § | The notes are subject to reinvestment risk. If we redeem the notes, the term of the notes may be reduced and you will not receive interest payments after the applicable redemption date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk in the event the notes are redeemed prior to the maturity date. |
| § | Secondary trading may be limited. The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes. |
| § | The final terms and estimated valuation of the notes will be provided in the pricing supplement. The final terms of the notes will be provided in the pricing supplement. In particular, each of the estimated value of the notes and the interest factor will be provided in the pricing supplement and each may be as low as the applicable minimum set forth on the cover of this document. Accordingly, you should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the interest factor. |
| July 2026 | Page 6 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
Risks Relating to Conflicts of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the notes and other affiliates of the issuer may be different from those of investors. We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes, which we refer to as the estimated value of the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. The calculation agent will determine the reference rate on any day during each interest period and will determine the amount of interest payable on each interest payment date. Determinations made by the calculation agent may adversely affect the amount of interest payable during the term of the notes. |
In addition, our and JPMorgan Chase & Co.’s business activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement for additional information about these risks.
| § | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of the notes. The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the notes on or prior to the pricing date and prior to maturity could adversely affect the level of the reference rate. Additionally, these hedging or trading activities during the term of the notes could potentially affect the reference rate on any day during an interest period and, accordingly, whether interest will accrue on any day during that interest period. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of the notes declines. |
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
| § | The estimated value of the notes will be lower than the original issue price (price to public) of the notes. The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions, the structuring fee, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See “Additional Information about the Notes — The estimated value of the notes” in this document. |
| § | The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. The estimated value of the notes is determined by reference to internal pricing models of our affiliates. This estimated value of the notes is based on market conditions and other relevant factors existing at the time of pricing and assumptions about market parameters, which can include volatility, interest rates and other factors. Different pricing models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy the notes from you in secondary market transactions. See “Additional Information about the Notes — The estimated value of the notes” in this document. |
| § | The estimated value of the notes is derived by reference to an internal funding rate. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “Additional Information about the Notes — The estimated value of the notes” in this document. |
| July 2026 | Page 7 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
| § | The value of the notes as published by JPMS (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the notes for a limited time period. We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions, the structuring fee, projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. See “Additional Information about the Notes — Secondary market prices of the notes” in this document for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements). |
| § | Secondary market prices of the notes will likely be lower than the original issue price of the notes. Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions, the structuring fee, projected hedging profits, if any, estimated hedging costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic platform to facilitate secondary market activity. Any sale by you prior to the maturity date could result in a substantial loss to you. See the immediately following risk factor for information about additional factors that will impact any secondary market prices of the notes. |
The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity. See “— Risks Relating to the Notes Generally — Secondary trading may be limited” above.
| § | Secondary market prices of the notes will be impacted by many economic and market factors. The notes will be affected by a number of economic and market factors that may either offset or magnify each other, including but not limited to: |
| ○ | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
| ○ | customary bid-ask spreads for similarly sized trades; |
| ○ | our internal secondary market funding rates for structured debt issuances; |
| ○ | the actual and expected volatility of the reference rate; |
| ○ | the actual or potential cessation of the 10-year CMT rate; |
| ○ | the time to maturity of the notes; |
| ○ | the likelihood of an early redemption being triggered; |
| ○ | interest and yield rates in the market generally, as well as the volatility of those rates; and |
| ○ | a variety of other economic, financial, political, regulatory and judicial events. |
Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market.
Risks Relating to the Reference Rate
| § | The 10-year CMT rate will be affected by a number of factors and may be volatile. The 10-year CMT rate will depend on a number of factors, including, but not limited to: |
| ○ | supply and demand for U.S. Treasury notes with approximately 10 years remaining to maturity; |
| ○ | sentiment regarding underlying strength in the U.S. and global economies; |
| ○ | inflation and expectations concerning inflation; |
| ○ | sentiment regarding credit quality in the U.S. and global credit markets; |
| ○ | central bank policy regarding interest rates; |
| ○ | performance of capital markets; and |
| ○ | any statements from public government officials regarding the cessation of the reference rate. |
| July 2026 | Page 8 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
These and other factors may have a positive effect on the performance of the 10-year CMT rate and a negative effect on the payment of interest during each interest period and on the value of the notes in the secondary market.
| § | The 10-year CMT rate and the manner in which it is calculated may change in the future. There can be no assurance that the method by which the 10-year CMT rate is calculated will continue in its current form. Any changes in the method of calculation could increase the reference rate. |
| § | The reference rate may be determined or, if it is discontinued or ceased to be published permanently or indefinitely, replaced by a successor or substitute rate, by the calculation agent in its sole discretion. If no reference rate appears on the Bloomberg Screen H15T10Y Page on a relevant day at approximately 5:00 p.m., New York City time, then the reference rate will be the 10-Year Constant Maturity Treasury Rate published by the Federal Reserve on its website on that day. However, if no such rate is published by the Federal Reserve on that day at approximately 5:00 p.m., New York City time, then the reference rate will be the yield read directly from the daily par yield curve published by the United States Department of the Treasury on that day that the calculation agent determines to be comparable to the 10-Year Constant Maturity Treasury Rate formerly displayed on the applicable Bloomberg page. If neither of the foregoing is available by approximately 5:00 p.m., New York City time, on that day, then the calculation agent, after consulting such sources as it deems comparable to the applicable Bloomberg page, or any such source it deems reasonable, will determine the reference rate for that day in its sole discretion. Notwithstanding the foregoing, if the calculation agent determines in its sole discretion on or prior to the relevant calendar day that the reference rate has been discontinued or that rate has ceased to be published permanently or indefinitely, then the calculation agent will use as the reference rate for that day a substitute or successor rate that it has determined in its sole discretion, after consulting an investment bank of national standing in the United States (which may be an affiliate of ours) or any other source it deems reasonable, to be a commercially reasonable replacement rate. If the calculation agent has determined a substitute or successor rate in accordance with the foregoing, the calculation agent may determine in its sole discretion, after consulting an investment bank of national standing in the United States (which may be an affiliate of ours) or any other source it deems reasonable, the definitions of business day, U.S. government securities business day, business day convention, interest accrual convention and day count convention and any other relevant methodology for calculating that substitute or successor rate, including any adjustment factor, spread and/or formula it determines is needed to make that substitute or successor rate comparable to the reference rate in a manner that is consistent with industry-accepted practices for that substitute or successor rate. |
If, however, the calculation agent determines, in its sole discretion, that no substitute or successor rate is available on the relevant day, then the calculation agent will, after consulting any source or data it deems reasonable, determine the relevant value for the reference rate.
Any of the foregoing determinations or actions by the calculation agent could affect the value of the reference rate used on a calendar day during any interest period, which could adversely affect the return on and the market value of the notes.
| July 2026 | Page 9 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
The 10-Year Constant Maturity Treasury Rate Overview
The 10-year CMT rate refers to the yield on actively traded U.S. Treasury nominal/non-inflation-indexed securities adjusted to constant maturity of 10 years. The 10-year CMT rate is one of the market accepted indicators of longer-term interest rates. Information contained in the publication page for the 10-year CMT rate is not incorporated by reference in, and should not be considered part of, this document.
Please see “Summary Terms — Reference rate” in this document and “The Underlyings — Base Rates — Constant Maturity Treasury Rate” in the accompanying product supplement” for how the reference rate is determined.
The level of the 10-year CMT rate on July 24, 2026 was 4.69%. The following graph shows the levels of the 10-year CMT Rate for each day from January 4, 2021 through July 24, 2026. We obtained the level information above and in the graph below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The historical levels of the 10-year CMT rate should not be taken as an indication of its future performance, and no assurance can be given as to the level of the 10-year CMT rate at any time, including on any calendar day during any interest period.
|
10-Year Constant Maturity Treasury Rate Historical Performance January 4, 2021 through July 24, 2026 |
 |
| July 2026 | Page 10 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
Additional Information about the Notes
Please read this information in conjunction with the terms on the front cover of this document.
| Additional Provisions: | |
| Minimum ticketing size: | $1,000 / 1 note |
| Trustee: | Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) |
| Calculation agent: | JPMS |
| The estimated value of the notes: |
The estimated value of the notes set forth on the cover of this document is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. For additional information, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The estimated value of the notes is derived by reference to an internal funding rate” in this document. The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which can include volatility, interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes on the pricing date is based on market conditions and other relevant factors and assumptions existing at that time. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates” in this document. The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, the structuring fee, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The estimated value of the notes will be lower than the original issue price (price to public) of the notes” in this document. |
| Secondary
market prices of the notes: |
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and |
| July 2026 | Page 11 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
| market factors” in this document. In addition, we generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period that is intended to be the shorter of two years and one-half of the stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The value of the notes as published by JPMS (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the notes for a limited time period.” | |
| Tax treatment: |
There is uncertainty regarding the U.S. federal income tax consequences of an investment in the notes due to the lack of governing authority. You should review carefully the section entitled “United States Federal Taxation,” and in particular the subsection thereof entitled “—Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments — Program Securities Treated as Variable Rate Debt Instruments” and “— Program Securities Treated as Contingent Payment Debt Instruments” in the accompanying prospectus supplement. It is unclear whether the notes should be treated for U.S. federal income tax purposes as “variable rate debt instruments” that pay a single variable rate, as described in the subsection of the accompanying product supplement entitled “— Tax Consequences to U.S. Holders — Notes Treated as Debt Instruments and That Have a Term of More than One Year— Notes Treated as Variable Rate Debt Instruments” (“Single Rate VRDIs”), or “contingent payment debt instruments,” as described in the subsection of the accompanying product supplement entitled “— Tax Consequences to U.S. Holders — Notes Treated as Debt Instruments and That Have a Term of More than One Year— Notes Treated as Contingent Payment Debt Instruments” (“CPDIs”). We will determine how we intend to treat the notes based on market conditions as of the pricing date, and the final pricing supplement will give further information on this issue. If the notes are treated as Single Rate VRDIs, as described in the accompanying product supplement, interest would be taxable to you as ordinary interest income at the time it is accrued or received, in accordance with your method of tax accounting. Upon a sale, exchange or retirement of Single Rate VRDIs, you generally would recognize capital gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (other than amounts attributable to accrued interest, which would be taxed as described above) and your tax basis in the Single Rate VRDIs that are sold, exchanged or retired. The deductibility of capital losses is subject to limitations. You should consult your tax adviser concerning the application of these rules. If the notes are treated as CPDIs, as discussed in the accompanying product supplement, unlike a traditional debt instrument that provides for periodic payments of interest at a single fixed rate, with respect to which a cash-method investor generally recognizes income only upon receipt of stated interest, you generally will be required to accrue original issue discount (“OID”) on your notes in each taxable year at the “comparable yield,” as determined by us, subject to certain adjustments to reflect the difference between the actual and “projected” amounts of any payments you receive during the year, with the result that your taxable income in any year may differ significantly from the interest payments, if any, you receive in that year. Upon sale or exchange (including at maturity or an earlier redemption) of a CPDI, you will recognize taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted basis in the CPDI, which generally will equal the cost thereof, increased by the amount of OID you have accrued in respect of the note (determined without regard to any of the adjustments described above), and decreased by the amount of any projected payments in respect of the CPDI through the date of the sale or exchange. You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss. The deductibility of capital losses is subject to limitations. You should consult your tax adviser concerning the application of these rules. Purchasers |
| July 2026 | Page 12 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
|
who are not initial purchasers of CPDIs at their issue price should consult their tax advisers with respect to the tax consequences of an investment in CPDIs, including the treatment of the difference, if any, between the basis in their CPDIs and the CPDIs’ adjusted issue price. The discussions herein and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. The discussions in the preceding paragraphs, when read in combination with the section entitled “United States Federal Taxation” (and in particular the subsection thereof entitled “— Program Securities Treated as Debt Instruments) in the accompanying prospectus supplement, to the extent they reflect statements of law, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of the notes. | |
| Comparable yield and projected payment Schedule: |
If we treat the notes as CPDIs, we will determine the comparable yield for the notes and will provide that comparable yield and the related projected payment schedule (or information about how to obtain them) in the pricing supplement for the notes, which we will file with the SEC. Although it is not entirely clear how the comparable yield and projected payment schedule should be determined when a debt instrument may be redeemed by the issuer prior to maturity, we will determine the comparable yield based upon the term to maturity of the notes assuming no early redemption occurs and a variety of other factors, including actual market conditions and our borrowing costs for debt instruments of comparable maturities at the time of issuance. The comparable yield and projected payment schedule are determined solely to calculate the amount on which you will be taxed with respect to the notes in each year and are neither a prediction nor a guarantee of what the actual yield or timing of the payment or payments will be. |
| Supplemental use of proceeds and hedging: |
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the notes. See “How the Notes Work” in this document for an illustration of the risk-return profile of the notes and “The 10-Year Constant Maturity Treasury Rate Overview” in this document for a description of the market exposure provided by the notes. The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers and the structuring fee, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid for third-party data analytics and/or electronic platform services. |
| Benefit plan investor considerations: | See “Benefit Plan Investor Considerations” in the accompanying product supplement |
| Supplemental plan of distribution: |
Subject to regulatory constraints, JPMS intends to use its reasonable efforts to offer to purchase the notes in the secondary market, but is not required to do so. JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Wealth Management. In addition, Morgan Stanley Wealth Management will receive a structuring fee as set forth on the cover of this document for each note. We or our affiliate may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the notes and JPMS and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “— Supplemental use of proceeds and hedging” above and “Use of Proceeds and Hedging” in the accompanying product supplement. |
| July 2026 | Page 13 |
JPMorgan Chase Financial Company LLC
Callable Notes due August 3, 2033
10-Year Constant Maturity Treasury Rate Linked Range Accrual Notes
| Where you can find more information: |
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase. You should read this document together with the accompanying prospectus, as supplemented by the accompanying prospectus supplement, relating to our Series A medium-term notes of which these notes are a part, and the more detailed information contained in the accompanying product supplement. This document, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, stand-alone fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes. You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website): · Product supplement no. 1-I dated April 17, 2026: http://www.sec.gov/Archives/edgar/data/19617/000121390026045203/ea0285802-07_424b2.pdf · Prospectus supplement and prospectus, each dated April 17, 2026: http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this document, “we,” “us” and “our” refer to JPMorgan Financial. |
| July 2026 | Page 14 |