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 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.
| SUMMARY TERMS |
| Issuer: |
JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) |
| Guarantor: |
JPMorgan Chase & Co. |
| Underlying stock: |
Common stock of Sandisk Corporation (Bloomberg ticker: SNDK UW Equity) |
| Automatic early redemption: |
If, on any of the determination dates (other than the final determination date), the closing price of the underlying stock is greater than or equal to the 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 55.55% per annum (or at least 55.55% for the first determination date and increasing by at least approximately 4.62917% for each subsequent determination date), as follows: |
| |
1st determination date: |
at least $1,555.5000 |
| |
2nd determination date: |
at least $1,601.7917 |
| |
3rd determination date: |
at least $1,648.0833 |
| |
4th determination date: |
at least $1,694.3750 |
| |
5th determination date: |
at least $1,740.6667 |
| |
6th determination date: |
at least $1,786.9583 |
| |
7th determination date: |
at least $1,833.2500 |
| |
8th determination date: |
at least $1,879.5417 |
| |
9th determination date: |
at least $1,925.8333 |
| |
10th determination date: |
at least $1,972.1250 |
| |
11th determination date: |
at least $2,018.4167 |
| |
12th determination date: |
at least $2,064.7083 |
| |
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 is greater than or equal to the 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 55.55% per annum, or at least $2,111.00. The actual maturity redemption payment will be provided in the pricing supplement. |
| |
· If the final stock price is less than the downside threshold level: |
(i) the stated principal amount multiplied by (ii) the stock performance
factor
Under these circumstances, the payment at maturity will be less
than 40% of the stated principal amount and could be zero. |
| Downside
threshold level: |
60% of the initial stock price |
| Initial
stock price: |
The closing price of the underlying stock on the pricing date |
| Final
stock price: |
The closing price of the underlying stock on the final determination date |
| Stock
performance factor: |
final stock price / initial stock price |
| Stock
adjustment factor: |
The stock adjustment factor is referenced in determining the closing price of the underlying stock and is set initially at 1.0 on the pricing date. The stock adjustment factor is subject to adjustment in the event of certain corporate events affecting the underlying stock. |
| 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: |
46661AJD3 / US46661AJD37 |
| Preliminary
pricing supplement: |
http://www.sec.gov/Archives/edgar/data/
19617/000121390026062495/ea0292662-01_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 $870.00 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 Underlying Stock |
Payment at Maturity* |
| 50.00% |
$2,111.00 |
| 40.00% |
$2,111.00 |
| 30.00% |
$2,111.00 |
| 20.00% |
$2,111.00 |
| 10.00% |
$2,111.00 |
| 5.00% |
$2,111.00 |
| 0.00% |
$2,111.00 |
| -10.00% |
$2,111.00 |
| -20.00% |
$2,111.00 |
| -30.00% |
$2,111.00 |
| -40.00% |
$2,111.00 |
| -40.01% |
$599.90 |
| -50.00% |
$500.00 |
| -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 Enhanced Jump Securities with Auto-Callable Feature with 1-Year Initial Non-Call Period
Underlying Stock
For more information about the underlying
stock, 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 for additional information.
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. |
| § | 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 the 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 Stock
| § | Investing in the securities is not equivalent
to investing in the underlying stock. |
| § | No affiliation with Sandisk Corporation.
|
| § | We may engage in business with or involving
Sandisk Corporation without regard to your interests. |
| § | Limited trading history. |
| § | The anti-dilution protection for the
underlying stock 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.
