JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to
Rule 433
Registration Statement Nos. 333-293684 and
333-293684-01
Dated May 29, 2026
2-Year
SNDK/STX/WDC Enhanced Jump Securities with Auto-Callable Feature with 1-Year Initial Non-Call Period
This document provides a summary of the terms of the securities. Investors
must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, prospectus supplement and
prospectus and the “Risk Considerations” on the following page, prior to making an investment decision.
| Issuer:
|
JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) |
| Guarantor: |
JPMorgan Chase & Co. |
| Underlying
stocks: |
Common stock of Sandisk Corporation (Bloomberg ticker: SNDK UW Equity), ordinary shares of Seagate Technology Holdings Public Limited Company (Bloomberg ticker: STX UW Equity) and common stock of Western Digital Corporation (Bloomberg ticker: WDC UW Equity) (each, an “underlying stock”) |
| Automatic
early redemption: |
If, on any of the determination dates (other than the final determination date), the closing price of each underlying stock is greater than or equal to its initial stock price, the securities will be automatically redeemed for a cash payment equal to the early redemption payment payable on the applicable redemption date. |
| Early
redemption payment: |
The early redemption payment will be an amount equal to the stated
principal amount plus an amount in cash per stated principal amount corresponding to a return of at least approximately 70.60%
per annum (or at least 70.60% for the first determination date and increasing by at least 5.88333% for each subsequent determination date),
as follows:
|
| |
1st determination date: |
at least $1,706.0000 |
| |
2nd determination date: |
at least $1,764.8333 |
| |
3rd determination date: |
at least $1,823.6667 |
| |
4th determination date: |
at least $1,882.5000 |
| |
5th determination date: |
at least $1,941.3333 |
| |
6th determination date: |
at least $2,000.1667 |
| |
7th determination date: |
at least $2,059.0000 |
| |
8th determination date: |
at least $2,117.8333 |
| |
9th determination date: |
at least $2,176.6667 |
| |
10th determination date: |
at least $2,235.5000 |
| |
11th determination date: |
at least $2,294.3333 |
| |
12th determination date: |
at least $2,353.1667 |
| |
The actual early redemption payment with respect to each applicable determination date will be provided in the pricing supplement. No further payments will be made on the securities once they have been redeemed. |
| Payment at maturity: |
· If the final stock price of each underlying stock is greater than or equal to its downside threshold level: |
the maturity redemption payment, which is an amount in cash per stated principal amount corresponding to a return of at least approximately 70.60% per annum, or at least $2,412.00. The actual maturity redemption payment will be provided in the pricing supplement. |
| |
· If the final stock price of any underlying stock is less than its downside threshold level: |
(i) the stated principal amount times (ii) the stock performance
factor of the worst performing underlying stock
Under these circumstances, the payment at maturity will be less than
50% of the stated principal amount and could be zero. |
| Downside threshold level: |
With respect to each underlying stock, 50% of its initial stock price |
| Initial stock price: |
With respect to each underlying stock, its closing price on the pricing date |
| Final stock price: |
With respect to each underlying stock, its closing price on the final determination date |
| Worst performing underlying stock: |
The underlying stock with the worst stock performance factor |
| Stock adjustment factor: |
The stock adjustment factor of each underlying stock is referenced in determining the closing price of that underlying stock and is set initially at 1.0 on the pricing date. The stock adjustment factor of each underlying stock is subject to adjustment in the event of certain corporate events affecting the underlying stock. |
| Stock
performance factor: |
With respect to each underlying stock, its final stock price divided by its initial stock price |
| Stated
principal amount: |
$1,000 per security |
| Issue
price: |
$1,000 per security |
| Pricing
date: |
Expected to be May 29, 2026 |
| Original
issue date (settlement date): |
3 business days after the pricing date |
| Determination
dates†: |
June 8, 2027, June 29, 2027, July 29, 2027, August 30, 2027, September 29, 2027, October 29, 2027, November 29, 2027, December 29, 2027, January 31, 2028, February 29, 2028, March 29, 2028, May 1, 2028 and May 30, 2028 (the final determination date) |
| Redemption
dates†: |
June 11, 2027, July 2, 2027, August 3, 2027, September 2, 2027, October 4, 2027, November 3, 2027, December 2, 2027, January 3, 2028, February 3, 2028, March 3, 2028, April 3, 2028, May 4, 2028 and the maturity date |
| Maturity
date†: |
June 2, 2028 |
| CUSIP
/ ISIN: |
46661AJE1 / US46661AJE10 |
| Preliminary
pricing supplement: |
http://www.sec.gov/Archives/edgar/data/19617/
000121390026062668/ea0292658-01_424b2.htm |
†Subject to postponement or early acceleration
The estimated value of the securities on the pricing date will be provided
in the pricing supplement and will not be less than $860.00 per $1,000 stated principal amount security. For information about the estimated
value of the securities, which likely will be lower than the price you paid for the securities, please see the hyperlink above.
Any payment on the securities is subject to the credit risk of JPMorgan
Financial, as issuer of the securities, and the credit risk of JPMorgan Chase & Co., as guarantor of the securities.
| Hypothetical Payout at Maturity |
Change in Worst Performing
Underlying Stock |
Payment at Maturity* |
| 50.00% |
$2,412.00 |
| 40.00% |
$2,412.00 |
| 30.00% |
$2,412.00 |
| 20.00% |
$2,412.00 |
| 10.00% |
$2,412.00 |
| 5.00% |
$2,412.00 |
| 0.00% |
$2,412.00 |
| -10.00% |
$2,412.00 |
| -20.00% |
$2,412.00 |
| -30.00% |
$2,412.00 |
| -40.00% |
$2,412.00 |
| -50.00% |
$2,412.00 |
| -50.01% |
$499.90 |
| -60.00% |
$400.00 |
| -80.00% |
$200.00 |
| -100.00% |
$0.00 |
*if no automatic early redemption occurs
JPMorgan Chase Financial Company LLC
2-Year
SNDK/STX/WDC Enhanced Jump Securities with Auto-Callable Feature with 1-Year Initial Non-Call Period
Underlying Stocks
For more information about the underlying
stocks, including historical performance information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks identified below are not exhaustive. Please see “Risk Factors”
in the accompanying prospectus supplement, product supplement and preliminary pricing supplement.
Risks Relating to the Securities
Generally
| § | The securities do not pay interest or guarantee the return of any principal and your investment in the
securities may result in a loss. |
| § | The appreciation potential of the securities is limited. |
| § | You are exposed to the price risk of each underlying stock. |
| § | Because the securities are linked to the performance of the worst performing underlying stock, you are
exposed to greater risks of no early redemption payment or maturity redemption payment and sustaining a significant loss on your investment
than if the securities were linked to just one underlying stock. |
| § | The securities are subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.,
and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit ratings or credit spreads may adversely
affect the market value of the securities. |
| § | As a finance subsidiary, JPMorgan Financial has no independent activities and has limited assets. |
| § | Investors will not participate in any appreciation of any underlying stock. |
| § | We may accelerate your securities in our sole discretion and the calculation agent may adjust their final
payment in good faith and in a commercially reasonable manner if an acceleration event occurs. |
| § | Secondary trading may be limited. |
| § | The final terms and estimated valuation of the securities will be provided in the pricing supplement. |
| § | The U.S. federal income tax consequences of an investment in the securities are uncertain. |
Risks Relating to Conflicts
of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of
the securities and other affiliates of the issuer may be different from those of investors. |
| § | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of
the securities. |
Risks Relating to the Estimated
Value and Secondary Market Prices of the Securities
| § | The estimated value of the securities will be lower than the original issue price (price to public) of
the securities. |
| § | The estimated value of the securities does not represent future values of the securities and may differ
from others’ estimates. |
| § | The estimated value of the securities
is derived by reference to an internal funding rate. |
| § | The value of the securities as published
by J.P. Morgan Securities LLC (and which may be reflected on customer account statements) may be higher than the then-current estimated
value of the securities for a limited time period. |
| § | Secondary market prices of the securities will likely be lower than the original issue price of the securities.
|
| § | Secondary market prices of the securities
will be impacted by many economic and market factors. |
Risks Relating to the Underlying
Stocks
| § | Investing in the securities is not equivalent to investing in any underlying stock. |
| § | No affiliation with Sandisk Corporation, Seagate Technology
Holdings Public Limited Company or Western Digital Corporation |
| § | We may engage in business with or involving Sandisk Corporation,
Seagate Technology Holdings Public Limited Company or Western Digital Corporation without regard to your interests. |
| § | Limited trading history with respect to the common stock of Sandisk Corporation. |
| § | There are risks associated with investments in securities linked to the value of equity securities issued
by a non-U.S. company with respect to the ordinary shares of Seagate Technology Holdings Public Limited Company. |
| § | Governmental legislative and regulatory actions, including
sanctions, could adversely affect your investment in the securities. |
| § | The anti-dilution protection for the underlying stocks is
limited and may be discretionary. |
Tax Considerations
You should review carefully the discussion in the accompanying preliminary
pricing supplement under “Additional Information about the Securities — Tax considerations” concerning the U.S. federal
income tax consequences of an investment in the securities, and you should consult your tax adviser.
SEC Legend: JPMorgan Chase Financial
Company LLC and JPMorgan Chase & Co. have filed a registration statement (including a prospectus) with the SEC for any offerings to
which these materials relate. Before you invest, you should read the prospectus in that registration statement and the other documents
relating to this offering that JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. has filed with the SEC for more complete
information about JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. and this offering. You may get these documents without
cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, JPMorgan Chase Financial Company LLC and JPMorgan Chase &
Co., any agent or any dealer participating in this offering will arrange to send you the prospectus and each prospectus supplement as
well as any product supplement and preliminary pricing supplement if you so request by calling toll-free 1-866-535-9248.
