The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not
an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated August 19, 2026
August , 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026
and the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Callable Contingent Interest Notes Linked to the Least
Performing of the State Street® Health Care Select Sector
SPDR® ETF, the iShares® Biotechnology ETF and the
SPDR® Gold Trust due August 23, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a Contingent Interest Payment with respect to each monthly Review
Date, for which the closing price of one share of each of the State Street® Health Care Select Sector SPDR® ETF, the
iShares® Biotechnology ETF and the SPDR® Gold Trust, which we refer to as the Funds, is greater than or equal to
80.00% of its Initial Value, which we refer to as an Interest Barrier.
• If the closing price of one share of each Fund is greater than or equal to its Interest Barrier on any Review Date,
investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, any previously
unpaid Contingent Interest Payments for prior Review Dates.
• The notes may be redeemed early, in whole but not in part, at our option on any of the quarterly Optional Call Payment
Dates.
• The earliest date on which the notes may be redeemed early is August 24, 2027.
• Investors should be willing to accept the risk of losing up to 80.00% of their principal and the risk that no Contingent
Interest Payment may be made with respect to some or all Review Dates.
• Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. 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.
• Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about August 19, 2026 and are expected to settle on or about August 24, 2026.
• CUSIP: 46661MDX9
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-12 of the accompanying product supplement and
“Selected Risk Considerations” beginning on page PS-6 of this pricing supplement.
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 pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $10.00 per
$1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $970.10 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $940.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this
pricing supplement for additional information.
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.
PS-1 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The State Street® Health Care Select Sector SPDR®
ETF (Bloomberg ticker: XLV), the iShares® Biotechnology ETF
(Bloomberg ticker: IBB) and the SPDR® Gold Trust (Bloomberg
ticker: GLD)
Contingent Interest Payments: If the notes have not been
previously redeemed early and the closing price of one share of
each Fund on any Review Date is greater than or equal to its
Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to at least $6.875
(equivalent to a Contingent Interest Rate of at least 8.25% per
annum, payable at a rate of at least 0.6875% per month) (to be
provided in the pricing supplement), plus any previously unpaid
Contingent Interest Payments for any prior Review Dates.
If the Contingent Interest Payment is not paid on any Interest
Payment Date, that unpaid Contingent Interest Payment will be
paid on a later Interest Payment Date if the closing price of one
share of each Fund on the Review Date related to that later
Interest Payment Date is greater than or equal to its Interest
Barrier. You will not receive any unpaid Contingent Interest
Payments if the closing price of one share of any Fund on each
subsequent Review Date is less than its Interest Barrier.
Contingent Interest Rate: At least 8.25% per annum, payable
at a rate of at least 0.6875% per month (to be provided in the
pricing supplement)
Interest Barrier / Buffer Threshold: With respect to each
Fund, 80.00% of its Initial Value
Buffer Amount: 20.00%
Pricing Date: On or about August 19, 2026
Original Issue Date (Settlement Date): On or about August
24, 2026
Review Dates*: September 21, 2026, October 19, 2026,
November 19, 2026, December 21, 2026, January 19, 2027,
February 19, 2027, March 19, 2027, April 19, 2027, May 19,
2027, June 21, 2027, July 19, 2027, August 19, 2027,
September 20, 2027, October 19, 2027, November 19, 2027,
December 20, 2027, January 19, 2028, February 22, 2028,
March 20, 2028, April 19, 2028, May 19, 2028, June 20, 2028,
July 19, 2028, August 21, 2028, September 19, 2028, October
19, 2028, November 20, 2028, December 19, 2028, January 19,
2029, February 20, 2029, March 19, 2029, April 19, 2029, May
21, 2029, June 20, 2029, July 19, 2029 and August 20, 2029
(final Review Date)
Interest Payment Dates*: September 24, 2026, October 22,
2026, November 24, 2026, December 24, 2026, January 22,
2027, February 24, 2027, March 24, 2027, April 22, 2027, May
24, 2027, June 24, 2027, July 22, 2027, August 24, 2027,
September 23, 2027, October 22, 2027, November 24, 2027,
December 23, 2027, January 24, 2028, February 25, 2028,
March 23, 2028, April 24, 2028, May 24, 2028, June 23, 2028,
July 24, 2028, August 24, 2028, September 22, 2028, October
24, 2028, November 24, 2028, December 22, 2028, January 24,
2029, February 23, 2029, March 22, 2029, April 24, 2029, May
24, 2029, June 25, 2029, July 24, 2029 and the Maturity Date
Optional Call Payment Dates*: August 24, 2027, November
24, 2027, February 25, 2028, May 24, 2028, August 24, 2028,
November 24, 2028, February 23, 2029 and May 24, 2029
Maturity Date*: August 23, 2029
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement
of a Determination Date — Notes Linked to Multiple Underlyings”
and “General Terms of Notes — Postponement of a Payment Date”
in the accompanying product supplement or early acceleration in
the event of an acceleration event as described under “General
Terms of Notes — Consequences of an Acceleration Event” in the
accompanying product supplement and “Selected Risk
Considerations — Risks Relating to the Notes Generally — We May
Accelerate Your Notes If an Acceleration Event Occurs” in this
pricing supplement
Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Optional Call Payment Dates at a
price, for each $1,000 principal amount note, equal to (a)
$1,000 plus (b) the Contingent Interest Payment, if any,
applicable to the immediately preceding Review Date plus (c) if
the Contingent Interest Payment applicable to the immediately
preceding Review Date is payable, any previously unpaid
Contingent Interest Payments for any prior Review Dates. If we
intend to redeem your notes early, we will deliver notice to The
Depository Trust Company, or DTC, at least three business
days before the applicable Optional Call Payment Date on
which the notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value
of each Fund is greater than or equal to its Buffer Threshold,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review Date
plus (c) any previously unpaid Contingent Interest Payments for
any prior Review Dates.
If the notes have not been redeemed early and the Final Value
of any Fund is less than its Buffer Threshold, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + [$1,000 × (Least Performing Fund Return + Buffer
Amount)]
If the notes have not been redeemed early and the Final Value
of any Fund is less than its Buffer Threshold, you will lose some
or most of your principal amount at maturity.
Least Performing Fund: The Fund with the Least Performing
Fund Return
Least Performing Fund Return: The lowest of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of
one share of that Fund on the Pricing Date
Final Value: With respect to each Fund, the closing price of
one share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to 1.0
on the Pricing Date. The Share Adjustment Factor of each
Fund is subject to adjustment upon the occurrence of certain
events affecting that Fund. See “The Underlyings — Funds —
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
How the Notes Work
Payments in Connection with Review Dates Preceding the Final Review Date
The closing price of one share of each Fund is
greater than or equal to its Interest Barrier.
The closing price of one share of any Fund is less
than its Interest Barrier.
Review Dates (Other than the Final Review Date and the Review Dates Immediately Preceding the Optional Call Payment
Dates)
Compare the closing price of one share of each Fund to its Interest Barrier on each Review Date until any early redemption. Refer to the
second diagram for payments in connection with a Review Date immediately preceding an Optional Call Payment Date.
You will receive on the applicable Interest Payment Date (a) a Contingent
Interest Payment plus (b) any previously unpaid Contingent Interest
Payments for any prior Review Dates.
Proceed to the next Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Review Date.
Proceed to the next Review Date.
You will receive on the applicable Optional
Call Payment Date (a) $1,000 plus (b) a
Contingent Interest Payment plus (c) any
previously unpaid Contingent Interest
Payments for any prior Review Dates.
No further payments will be made on the
notes.
Compare the closing price of one share of each Fund to its Interest Barrier on each Review Date until any early redemption.
Review Dates Immediately Preceding the Optional Call Payment Dates
Early Redemption
The closing price of one share of
each Fund is greater than or
equal to its Interest Barrier.
The closing price of one share of
any Fund is less than its Interest
Barrier.
You will receive on the applicable
Interest Payment Date (a) a
Contingent Interest Payment plus (b)
any previously unpaid Contingent
Interest Payments for any prior
Review Dates.
Proceed to the next Review Date.
No Contingent Interest Payment will
be made with respect to the
applicable Review Date.
Proceed to the next Review Date.
No Early Redemption
You will receive $1,000 on the applicable
Interest Payment Date.
No further payments will be made on the
notes.
PS-3 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
Payment at Maturity If the Notes Have Not Been Redeemed Early
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment
applicable to the final Review Date
plus (c) any previously unpaid
Contingent Interest Payments for any
prior Review Dates.
The notes have not been
redeemed early prior to the
final Review Date.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Fund is greater than or
equal to its Buffer Threshold.
You will receive:
$1,000 + [$1,000 ×(Least Performing
Fund Return + Buffer Amount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
The Final Value of any Fund is less than its
Buffer Threshold.
PS-4 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notes based on a hypothetical Contingent Interest Rate of 8.25% per annum, depending on how many Contingent Interest Payments
are made prior to early redemption or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will
be at least 8.25% per annum (payable at a rate of at least 0.6875% per month).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
36
$247.500
35
$240.625
34
$233.750
33
$226.875
32
$220.000
31
$213.125
30
$206.250
29
$199.375
28
$192.500
27
$185.625
26
$178.750
25
$171.875
24
$165.000
23
$158.125
22
$151.250
21
$144.375
20
$137.500
19
$130.625
18
$123.750
17
$116.875
16
$110.000
15
$103.125
14
$96.250
13
$89.375
12
$82.500
11
$75.625
10
$68.750
9
$61.875
8
$55.000
7
$48.125
6
$41.250
5
$34.375
4
$27.500
3
$20.625
2
$13.750
1
$6.875
0
$0.000
PS-5 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Funds, assuming a range of performances for the
hypothetical Least Performing Fund on the Review Dates. Solely for purposes of this section, the Least Performing Fund with
respect to each Review Date is the least performing of the Funds determined based on the closing price of one share of each
Fund on that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
• the notes have not been redeemed early;
• an Initial Value for each Fund of $100.00;
• an Interest Barrier and a Buffer Threshold for each Fund of $80.00 (equal to 80.00% of its hypothetical Initial Value);
• a Buffer Amount of 20.00%; and
• a Contingent Interest Rate of 8.25% per annum.
The hypothetical Initial Value of each Fund of $100.00 has been chosen for illustrative purposes only and may not represent a likely
actual Initial Value of any Fund. The actual Initial Value of each Fund will be the closing price of one share of that Fund on the Pricing
Date and will be provided in the pricing supplement. For historical data regarding the actual closing prices of one share of each Fund,
please see the historical information set forth under “The Funds” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 — Notes have NOT been redeemed early and the Final Value of the Least Performing Fund is greater than or equal
to its Buffer Threshold.
Date
Closing Price of One Share of
Least Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$95.00
$6.875
Second Review Date
$85.00
$6.875
Third through Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,233.75
Total Payment
$1,247.50 (24.75% return)
Because the notes have not been redeemed early and the Final Value of the Least Performing Fund is greater than or equal to its
Buffer Threshold, the payment at maturity, for each $1,000 principal amount note, will be $1,233.75 (or $1,000 plus the Contingent
Interest Payment applicable to the final Review Date plus the unpaid Contingent Interest Payments for any prior Review Dates). When
added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000
principal amount note, is $1,247.50.
Example 2 — Notes have NOT been redeemed early and the Final Value of the Least Performing Fund is less than its Buffer
Threshold.
Date
Closing Price of One Share of
Least Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$600.00
Total Payment
$600.00 (-40.00% return)
Because the notes have not been redeemed early, the Final Value of the Least Performing Fund is less than its Buffer Threshold and
the Least Performing Fund Return is -60.00%, the payment at maturity will be $600.00 per $1,000 principal amount note, calculated as
follows:
PS-6 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
$1,000 + [$1,000 × (-60.00% + 20.00%)] = $600.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been redeemed early and the Final Value of any Fund is
less than its Buffer Threshold, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least
Performing Fund is less than its Initial Value by more than 20.00%. Accordingly, under these circumstances, you will lose up to
80.00% of your principal amount at maturity.
• THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
If the notes have not been redeemed early, we will make a Contingent Interest Payment with respect to a Review Date (and we will
pay you any previously unpaid Contingent Interest Payments for any prior Review Dates) only if the closing price of one share of
each Fund on that Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of any Fund on a
Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. You
will not receive any unpaid Contingent Interest Payments if the closing price of one share of any Fund on each subsequent Review
Date is less than its Interest Barrier. Accordingly, if the closing price of one share of any Fund on each Review Date is less than its
Interest Barrier, you will not receive any interest payments over the term of the notes.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
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 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 APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of any Fund, which may be significant. You will not participate in any appreciation of any Fund.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND —
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by any of the Funds over the term of the notes may negatively affect whether you will receive a
Contingent Interest Payment on any Interest Payment Date and your payment at maturity and will not be offset or mitigated by
positive performance by any other Fund.
PS-7 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.
• THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If we elect to redeem your notes early, the term of the notes may be reduced to as short as approximately one year and you will not
receive any Contingent Interest Payments after the applicable Optional Call Payment 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. Even in cases where we elect to redeem your notes before maturity, you are not entitled to any fees and
commissions described on the front cover of this pricing supplement.
• YOU WILL NOT RECEIVE DIVIDENDS ON THE STATE STREET® HEALTH CARE SELECT SECTOR SPDR® ETF OR THE
iSHARES® BIOTECHNOLOGY ETF OR THE SECURITIES HELD BY THE STATE STREET® HEALTH CARE SELECT SECTOR
SPDR® ETF OR THE iSHARES® BIOTECHNOLOGY ETF OR HAVE ANY RIGHTS WITH RESPECT TO ANY FUND OR THE
SECURITIES OR COMMODITIES HELD BY ANY FUND.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS —
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see “The Underlyings — Funds — Discontinuation or Modification of a Fund” in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, 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. You may not be able to sell your 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.
• THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Contingent Interest Rate.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in 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.
In addition, the benchmark price of the SPDR® Gold Trust’s Underlying Commodity (as defined under “The Funds” below) is
administered by the London Bullion Market Association (“LBMA”) or an independent service provider appointed by the LBMA, and
we are, or one of our affiliates is, a price participant that contributes to the determination of that price. Furthermore, our affiliate is
the custodian of the SPDR® Gold Trust. We and our affiliates will have no obligation to consider your interests as a holder of the
notes in taking any actions in connection with our roles as a price participant and a custodian that might affect the SPDR® Gold
Trust or the notes.
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 projected profits, if any, that our
PS-8 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
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 “The
Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• 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 “The Estimated Value of the Notes” in this pricing supplement.
• 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.
See “Secondary Market Prices of the Notes” in this pricing supplement 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, 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.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the prices of one share of the Funds. 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. 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 market factors” in the accompanying product supplement.
Risks Relating to the Funds
• THERE ARE RISKS ASSOCIATED WITH THE STATE STREET® HEALTH CARE SELECT SECTOR SPDR® ETF AND THE
iSHARES® BIOTECHNOLOGY ETF —
The State Street® Health Care Select Sector SPDR® ETF and the iShares® Biotechnology ETF are subject to management risk,
which is the risk that the investment strategies of the applicable Fund’s investment adviser, the implementation of which is subject
to a number of constraints, may not produce the intended results. These constraints could adversely affect the market prices of the
shares of these Funds and, consequently, the value of the notes.
PS-9 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX OR
UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE —
Each of the State Street® Health Care Select Sector SPDR® ETF and the iShares® Biotechnology ETF does not fully replicate its
Underlying Index (as defined under “The Funds” below) and may hold securities different from those included in its Underlying
Index. In addition, the performance of each of the State Street® Health Care Select Sector SPDR® ETF and the iShares®
Biotechnology ETF will reflect additional transaction costs and fees that are not included in the calculation of its Underlying Index.
All of these factors may lead to a lack of correlation between the performance of each of the State Street® Health Care Select
Sector SPDR® ETF and the iShares® Biotechnology ETF and its Underlying Index. In addition, corporate actions with respect to
the equity securities underlying each of the State Street® Health Care Select Sector SPDR® ETF and the iShares® Biotechnology
ETF (such as mergers and spin-offs) may impact the variance between the performances of that Fund and its Underlying Index.
Finally, because the shares of each of the State Street® Health Care Select Sector SPDR® ETF and the iShares® Biotechnology
ETF are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of
that Fund may differ from the net asset value per share of that Fund.
In addition, the SPDR® Gold Trust does not fully replicate the performance of its Underlying Commodity due to the fees and
expenses charged by the SPDR® Gold Trust or by restrictions on access to its Underlying Commodity due to other circumstances.
The SPDR® Gold Trust does not generate any income, and as the SPDR® Gold Trust regularly sells its Underlying Commodity to
pay for ongoing expenses, the amount of its Underlying Commodity represented by each share gradually declines over time. The
SPDR® Gold Trust sells its Underlying Commodity to pay expenses on an ongoing basis irrespective of whether the trading price of
the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by the SPDR® Gold Trust of its
Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could adversely affect the value of the
notes. Additionally, there is a risk that part or all of the SPDR® Gold Trust’s holdings in its Underlying Commodity could be lost,
damaged or stolen. Access to the SPDR® Gold Trust’s Underlying Commodity could also be restricted by natural events (such as
an earthquake) or human actions (such as a terrorist attack). All of these factors may lead to a lack of correlation between the
performance of the SPDR® Gold Trust and its Underlying Commodity. In addition, because the shares of the SPDR® Gold Trust
are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of the
SPDR® Gold Trust may differ from the net asset value per share of the SPDR® Gold Trust.
During periods of market volatility, securities underlying the State Street® Health Care Select Sector SPDR® ETF and the iShares®
Biotechnology ETF or the Underlying Commodity of the SPDR® Gold Trust may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of a Fund and the liquidity of a Fund may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of
a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to
buy and sell shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary
substantially from the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may
not correlate with the performance of its Underlying Index or Underlying Commodity, as applicable, as well as the net asset value
per share of that Fund, which could materially and adversely affect the value of the notes in the secondary market and/or reduce
any payment on the notes.
• RISKS ASSOCIATED WITH THE HEALTH CARE SECTOR WITH RESPECT TO THE STATE STREET® HEALTH CARE
SELECT SECTOR SPDR® ETF —
All or substantially all of the equity securities held by the State Street® Health Care Select Sector SPDR® ETF are issued by
companies whose primary line of business is directly associated with the health care sector. As a result, the value of the notes
may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence
affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. Companies in
the health care sector are subject to extensive government regulation and their profitability can be significantly affected by
restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure
(including price discounting), limited product lines and an increased emphasis on the delivery of healthcare through outpatient
services. Companies in the health care sector are heavily dependent on obtaining and defending patents, which may be time
consuming and costly, and the expiration of patents may also adversely affect the profitability of these companies. Health care
companies are also subject to extensive litigation based on product liability and similar claims. In addition, their products can
become obsolete due to industry innovation, changes in technologies or other market developments. Many new products in the
health care sector require significant research and development and may be subject to regulatory approvals, all of which may be
time consuming and costly with no guarantee that any product will come to market. These factors could affect the health care
sector and could affect the value of the equity securities held by the State Street® Health Care Select Sector SPDR® ETF and the
PS-10 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
price of the State Street® Health Care Select Sector SPDR® ETF during the term of the notes, which may adversely affect the value
of your notes.
• RISKS ASSOCIATED WITH THE BIOTECHNOLOGY INDUSTRY WITH RESPECT TO THE iSHARES® BIOTECHNOLOGY ETF
—
All or substantially all of the equity securities held by the iShares® Biotechnology ETF are issued by companies whose primary line
of business is directly associated with the biotechnology industry. As a result, the value of the notes may be subject to greater
volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a
different investment linked to securities of a more broadly diversified group of issuers. Companies in the biotechnology industry
spend heavily on research and development and their products or services may not prove commercially successful or may become
obsolete quickly. Recently, the United States codified the Inflation Reduction Act of 2022, which, among other things, allows for
the negotiation of prescription drug prices on behalf of Medicare recipients, which may result in reduced prescription prices. This
could reduce some healthcare companies’ overall profitability. The biotechnology industry is subject to a significant amount of
governmental regulation and changes in governmental policies and the need for regulatory approvals may have a material adverse
effect on this industry. Companies in the biotechnology industry are subject to risks of new technologies and competitive pressures
and are heavily dependent on patents and intellectual property rights. The loss or impairment of these rights may adversely affect
the profitability of these companies. These factors could affect the biotechnology industry and could affect the value of the equity
securities held by the iShares® Biotechnology ETF and the price of the iShares® Biotechnology ETF during the term of the notes,
which may adversely affect the value of your notes.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE iSHARES® BIOTECHNOLOGY ETF —
Some of the equity securities held by the iShares® Biotechnology ETF have been issued by non-U.S. companies. Investments in
securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of
those non-U.S. equity securities.
• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH GOLD WITH RESPECT TO THE SPDR® GOLD TRUST —
The investment objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the
SPDR® Gold Trust’s expenses. The price of gold is primarily affected by the global demand for and supply of gold. The market for
gold bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected by
numerous factors, including macroeconomic factors, such as the structure of and confidence in the global monetary system,
expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which
the price of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial,
political, regulatory, judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry
demand as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental
agencies and multilateral institutions that hold gold. Additionally, gold prices may be affected by levels of gold production,
production costs and short-term changes in supply and demand due to trading activities in the gold market. From time to time,
above-ground inventories of gold may also influence the market. It is not possible to predict the aggregate effect of all or any
combination of these factors. The price of gold has recently been, and may continue to be, extremely volatile.
• THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE SPDR® GOLD TRUST
—
The investment objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the
SPDR® Gold Trust’s expenses. The price of gold is determined by the LBMA or an independent service provider appointed by the
LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the
LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated
entity. If the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or any
other form of regulation currently not in place, the role of the LBMA gold price as a global benchmark for the value of gold may be
adversely affected. The LBMA is a principals’ market, which operates in a manner more closely analogous to an over-the-counter
physical commodity market than regulated futures markets, and certain features of U.S. futures contracts are not present in the
context of LBMA trading. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA gold price, which
could adversely affect the value of the notes. The LBMA, or an independent service provider appointed by the LBMA, will have no
obligation to consider your interests in calculating or revising the LBMA gold price.
PS-11 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
• SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY —
The SPDR® Gold Trust is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity
index. The SPDR® Gold Trust’s Underlying Commodity may not correlate to the price of commodities generally and may diverge
significantly from the prices of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes
linked to the prices of more commodities or a broad-based commodity index.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
PS-12 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
The Funds
The State Street® Health Care Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a registered
investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield
performance of publicly traded equity securities of companies in the Health Care Select Sector Index, which we refer to as the
Underlying Index with respect to the State Street® Health Care Select Sector SPDR® ETF. The Health Care Select Sector Index is a
capped modified market capitalization-weighted index that measures the performance of the GICS® health care sector of the S&P 500®
Index, which currently includes companies in the following industries: health care equipment and supplies; health care providers and
services; health care technology; biotechnology; pharmaceuticals; and life sciences tools and services. For additional information about
the State Street® Health Care Select Sector SPDR® ETF, see “Fund Descriptions — The State Street® Select Sector SPDR® ETFs” in
the accompanying underlying supplement.
The iShares® Biotechnology ETF is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track
the investment results, before fees and expenses, of an index composed of U.S.-listed equities in the biotechnology sector, which we
refer to as the Underlying Index with respect to the iShares® Biotechnology ETF. The Underlying Index with respect to the iShares®
Biotechnology ETF is currently the NYSE Biotechnology Index. The NYSE Biotechnology Index is a modified float-adjusted market
capitalization-weighted index that is designed to track the performance of qualifying U.S.-listed companies classified according to the
ICE Uniform Sector Classification schema within the Biotechnology Sub-Industry Group (as determined by ICE Data Indices, LLC or its
affiliates), which include companies that are engaged in the research and development of therapeutic treatments but are not focused on
the commercialization and mass production of pharmaceutical drugs and companies that are engaged in the production of tools or
systems that enable biotechnology processes. For additional information about the iShares® Biotechnology ETF, see “Fund
Descriptions — The iShares® ETFs” in the accompanying underlying supplement.
The SPDR® Gold Trust is an investment trust sponsored by World Gold Trust Services, LLC. The investment objective of the SPDR®
Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the SPDR® Gold Trust’s expenses. The SPDR®
Gold Trust holds gold bars. We refer to gold as the Underlying Commodity with respect to the SPDR® Gold Trust. For additional
information about the SPDR® Gold Trust, see “Fund Descriptions — The SPDR® Gold Trust” in the accompanying underlying
supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through August 14, 2026. The closing price of one share of the State Street® Health Care Select
Sector SPDR® ETF on August 17, 2026 was $167.05. The closing price of one share of the iShares® Biotechnology ETF on August 17,
2026 was $201.93. The closing price of one share of the SPDR® Gold Trust on August 17, 2026 was $405.49. We obtained the
closing prices above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing
prices above and below may have been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of any Fund on the Pricing Date or any Review Date. There can be no assurance that
the performance of the Funds will result in the return of any of your principal amount in excess of $200.00 per $1,000 principal amount
note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co, or the payment of any interest.
PS-13 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
PS-14 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. In
determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward
contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section
entitled “United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial
Contracts with Associated Coupons” in the accompanying prospectus supplement. Based on the advice of Davis Polk & Wardwell LLP,
our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a
court may adopt, in which case the timing and character of any income or loss on the notes could be materially affected. In addition, in
2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the
instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury
regulations or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an
investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying prospectus supplement do
not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should
consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible
alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an
applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement 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
PS-15 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
prices of the notes. For additional information, see “Selected Risk Considerations — 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
pricing supplement.
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, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. 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 notes from you in secondary market transactions.
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 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. 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 “Selected Risk Considerations
— 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 pricing supplement.
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 market factors” in the accompanying product supplement. 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. These costs can include selling commissions,
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. This initial predetermined
time period is intended to be the shorter of six months 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 “Selected Risk Considerations —
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” in this pricing supplement.
Supplemental Use of Proceeds
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” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return
profile of the notes and “The Funds” in this pricing supplement 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, 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.
Additional Terms Specific to the Notes
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
PS-16 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
State Street® Health Care Select Sector SPDR® ETF, the iShares®
Biotechnology ETF and the SPDR® Gold Trust
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 pricing supplement 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 and the accompanying underlying supplement. This pricing supplement, 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, 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. 3-I dated April 17, 2026:
• Underlying supplement no. 1-I dated April 17, 2026:
• Prospectus supplement and prospectus, each dated April 17, 2026:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.