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 20, 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
Auto Callable Contingent Interest Notes Linked to the Least Performing
of the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF 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 Interest
Review Date for which the closing price of one share of each of the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI
ETF and the iShares® Russell 3000 ETF, which we refer to as the Funds, is greater than or equal to 70.00% of its Strike
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 Interest Review Date,
investors will receive, in addition to the Contingent Interest Payment with respect to that Interest Review Date, any
previously unpaid Contingent Interest Payments for prior Interest Review Dates.
• The notes will be automatically called if the closing price of one share of each Fund on any quarterly Autocall Review
Date is greater than or equal to its Strike Value.
• The earliest date on which an automatic call may be initiated is February 19, 2027.
• Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no
Contingent Interest Payment may be made with respect to some or all Interest 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 21, 2026 (the “Pricing Date”) and are expected to settle on or about
August 26, 2026. The Strike Value of each Fund has been determined by reference to the closing price of one
share of that Fund on August 19, 2026 and not by reference to the closing price of one share of that Fund on the
Pricing Date.
• CUSIP: 46661MF58
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 $6.00 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 $970.00 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 $950.00 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
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The iShares® MSCI EAFE ETF (Bloomberg ticker: EFA), the
iShares® MSCI ACWI ETF (Bloomberg ticker: ACWI) and the iShares®
Russell 3000 ETF (Bloomberg ticker: IWV)
Contingent Interest Payments: If the notes have not been
automatically called and the closing price of one share of each Fund on
any Interest 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 $5.4167 (equivalent to a Contingent Interest Rate of at least
6.50% per annum, payable at a rate of at least 0.54167% per month) (to
be provided in the pricing supplement), plus any previously unpaid
Contingent Interest Payments for any prior Interest 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 Interest 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 Interest Review Date is less than its
Interest Barrier.
Contingent Interest Rate: At least 6.50% per annum, payable at a rate
of at least 0.54167% per month (to be provided in the pricing
supplement)
Interest Barrier: With respect to each Fund, 70.00% of its Strike Value,
which is $75.362 for the iShares® MSCI EAFE ETF, $112.49 for the
iShares® MSCI ACWI ETF and $306.726 for the iShares® Russell 3000
ETF
Trigger Value: With respect to each Fund, 60.00% of its Strike Value,
which is $64.596 for the iShares® MSCI EAFE ETF, $96.42 for the
iShares® MSCI ACWI ETF and $262.908 for the iShares® Russell 3000
ETF
Strike Date: August 19, 2026
Pricing Date: On or about August 21, 2026
Original Issue Date (Settlement Date): On or about August 26, 2026
Interest 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 (the “final
Review Date”)
Autocall Review Dates*: February 19, 2027, May 19, 2027, August 19,
2027, November 19, 2027, February 22, 2028, May 19, 2028, August
21, 2028, November 20, 2028, February 20, 2029, and May 21, 2029
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
Maturity Date*: August 23, 2029
Call Settlement Date*: If the notes are automatically called on any
Autocall Review Date, the first Interest Payment Date immediately
following that Autocall Review Date
Automatic Call:
If the closing price of one share of each Fund on any Autocall
Review Date is greater than or equal to its Strike Value, the notes
will be automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment applicable to the Interest Review Date
corresponding to that Autocall Review Date plus (c) any previously
unpaid Contingent Interest Payments for any prior Interest Review
Dates, payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
of each Fund is greater than or equal to its Trigger Value, 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, if any, applicable to the final Review Date plus (c) if the
Contingent Interest Payment applicable to the final Review Date is
payable, any previously unpaid Contingent Interest Payments for
any prior Interest Review Dates.
If the notes have not been automatically called and the Final Value
of any Fund is less than its Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Fund Return)
If the notes have not been automatically called and the Final Value
of any Fund is less than its Trigger Value, you will lose more than
40.00% of your principal amount at maturity and could lose all 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 – Strike Value)
Strike Value
Strike Value: With respect to each Fund, the closing price of one
share of that Fund on the Strike Date, which was $107.66 for the
iShares® MSCI EAFE ETF, $160.70 for the iShares® MSCI ACWI
ETF and $438.18 for the iShares® Russell 3000 ETF. The Strike
Value of each Fund is not 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 Strike 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.
* 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
PS-2 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
How the Notes Work
Payments in Connection with Interest 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.
Interest Review Dates Preceding the Final Review Date That Are Not Autocall Review Dates
Compare the closing price of one share of each Fund to its Interest Barrier on each Interest Review Date that is not an Autocall Review Date
until the final Review Date or any earlier automatic call. Refer to the second diagram if an Interest Review Date is also an Autocall Review Date.
You will receive (a) a Contingent Interest Payment on the
applicable Interest Payment Date plus (b) any previously unpaid
Contingent Interest Payments for any prior Interest Review Dates.
Proceed to the next Interest Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Interest Review Date.
Proceed to the next Interest Review Date.
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Interest
Review Date plus (c) any previously unpaid Contingent Interest Payments for any prior
Interest Review Dates.
No further payments will be made on the notes.
Interest Review Dates That Are Also Autocall Review Dates
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Strike Value.
The closing price of one
share of any Fund is
less than its Strike
Value.
Strike
Value You will receive (a) a Contingent
Interest Payment on the applicable
Interest Payment Date plus (b) any
previously unpaid Contingent Interest
Payments for any prior Interest
Review Dates.
Proceed to the next Interest Review
Date.
The closing price of one
share of each Fund is
greater than or equal to
its Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable Interest Review Date.
Proceed to the next Interest Review
Date.
The closing price of one
share of any Fund is less
than its Interest Barrier.
Compare the closing price of one share of each Fund to its Strike Value and its Interest Barrier on each Interest Review Date
that is also an Autocall Review Date until any earlier automatic call.
PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
Payment at Maturity If the Notes Have Not Been Automatically Called
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 6.50% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least 6.50% per annum (payable at a rate of at least 0.54167% per month).
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
36
$195.0000
35
$189.5833
34
$184.1667
33
$178.7500
32
$173.3333
31
$167.9167
30
$162.5000
29
$157.0833
28
$151.6667
27
$146.2500
26
$140.8333
25
$135.4167
24
$130.0000
23
$124.5833
22
$119.1667
21
$113.7500
20
$108.3333
19
$102.9167
18
$97.5000
17
$92.0833
16
$86.6667
15
$81.2500
14
$75.8333
13
$70.4167
Autocall Review Dates
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment, if any,
applicable to the final Review Date
plus (c) if the Contingent Interest
Payment applicable to the final Review
Date is payable, any previously unpaid
Contingent Interest Payments for any
prior Interest Review Dates.
The notes are not
automatically called.
Proceed to maturity
Final Review Date
Payment at Maturity
The Final Value of each Fund is greater than or
equal to its Trigger Value.
You will receive:
$1,000 + ($1,000 ×Least Performing
Fund Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of any Fund is less than its
Trigger Value.
PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
12
$65.0000
11
$59.5833
10
$54.1667
9
$48.7500
8
$43.3333
7
$37.9167
6
$32.5000
5
$27.0833
4
$21.6667
3
$16.2500
2
$10.8333
1
$5.4167
0
$0.0000
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 Interest Review Dates and the Autocall Review Dates. Solely for purposes of this
section, the Least Performing Fund with respect to each Autocall Review Date or Interest Review Date is the least performing
of the Funds determined based on the closing price of one share of each Fund on that Autocall Review Date or Interest
Review Date, as applicable, compared with its Strike Value.
The hypothetical payments set forth below assume the following:
• a Strike Value for each Fund of $100.00;
• an Interest Barrier for each Fund of $70.00 (equal to 70.00% of its hypothetical Strike Value);
• a Trigger Value for each Fund of $60.00 (equal to 60.00% of its hypothetical Strike Value); and
• a Contingent Interest Rate of 6.50% per annum.
The hypothetical Strike Value of each Fund of $100.00 has been chosen for illustrative purposes only and does not represent the actual
Strike Value of any Fund. The actual Strike Value of each Fund is the closing price of one share of that Fund on the Strike Date and is
specified under “Key Terms — Strike Value” in this 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 are automatically called on the first Autocall Review Date.
Date
Closing Price of One Share of
Least Performing Fund
Payment (per $1,000 principal amount note)
First Interest Review
Date
$105.00
$5.4167
Second Interest Review
Date
$50.00
$0
Third through Fifth
Interest Review Dates
Less than Interest Barrier
$0
Sixth Interest Review
Date (first Autocall
Review Date)
$115.00
$1,027.0833
Total Payment
$1,032.50 (3.25% return)
Because the closing price of one share of each Fund on the first Autocall Review Date, which is also the sixth Interest Review Date, is
greater than or equal to its Strike Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount
note, of $1,027.0833 (or $1,000 plus the Contingent Interest Payment applicable to the sixth Interest Review Date plus the unpaid
PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
Contingent Interest Payments for any prior Interest Review Dates), payable on the applicable Call Settlement Date. When added to the
Contingent Interest Payment received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal
amount note, is $1,032.50. No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically called and the Final Value of the Least Performing Fund is greater than or
equal to its Trigger Value and its Interest Barrier.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principal amount note)
First Interest Review Date
$95.00
$5.4167
Second Interest Review
Date
$85.00
$5.4167
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,184.1667
Total Payment
$1,195.00 (19.50% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Fund is greater than or equal to its
Trigger Value and its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,184.1667 (or $1,000
plus the Contingent Interest Payment applicable to the final Review Date plus the unpaid Contingent Interest Payments for any prior
Interest Review Dates). When added to the Contingent Interest Payments received with respect to the prior Interest Review Dates, the
total amount paid, for each $1,000 principal amount note, is $1,195.00.
Example 3 — Notes have NOT been automatically called and the Final Value of the Least Performing Fund is less than its
Interest Barrier but is greater than or equal to its Trigger Value.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principal amount note)
First Interest Review Date
$95.00
$5.4167
Second Interest Review
Date
$80.00
$5.4167
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
$65.00
$1,000.00
Total Payment
$1,010.8333 (1.08333% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Fund is less than its Interest Barrier
but is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
When added to the Contingent Interest Payments received with respect to the prior Interest Review Dates, the total amount paid, for
each $1,000 principal amount note, is $1,010.8333.
Example 4 — Notes have NOT been automatically called and the Final Value of the Least Performing Fund is less than its
Trigger Value.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principal amount note)
First Interest Review Date
$40.00
$0
Second Interest Review
Date
$45.00
$0
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Fund is less than its Trigger Value and
the Least Performing Fund Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. 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 automatically called and the Final Value of any
Fund is less than its Trigger Value, 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 Strike Value. Accordingly, under these circumstances, you will lose more than 40.00% of
your principal amount at maturity and could lose all 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 automatically called, we will make a Contingent Interest Payment with respect to an Interest Review
Date (and we will pay you any previously unpaid Contingent Interest Payments for any prior Interest Review Dates) only if the
closing price of one share of each Fund on that Interest Review Date is greater than or equal to its Interest Barrier. If the closing
price of one share of any Fund on an Interest Review Date is less than its Interest Barrier, no Contingent Interest Payment will be
made with respect to that Interest Review Date. You will not receive any unpaid Contingent Interest Payments if the closing price
of one share of any Fund on each subsequent Interest Review Date is less than its Interest Barrier. Accordingly, if the closing price
of one share of any Fund on each Interest 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 result in the notes not being automatically
called on an Autocall Review Date, 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
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Fund is less than its Trigger Value and the notes have not been automatically called, the benefit provided
by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Fund.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately six months and you will
not receive any Contingent Interest Payments after the applicable Call Settlement 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 the notes are called 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 ANY FUND OR THE SECURITIES HELD BY ANY FUND OR HAVE ANY RIGHTS
WITH RESPECT TO ANY FUND OR THOSE SECURITIES.
• 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.
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
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.
PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
• 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 FUNDS —
The Funds 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 the Funds and, consequently, the value of the notes.
• 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 AS WELL AS
THE NET ASSET VALUE PER SHARE —
Each Fund 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 Fund 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 Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
underlying a Fund (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 Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that 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 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.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE iSHARES® MSCI EAFE ETF AND THE iSHARES® MSCI ACWI ETF —
The equity securities held by the iShares® MSCI EAFE ETF and the iShares® MSCI ACWI 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 and/or the securities markets in the home countries of the issuers of those non-U.S. equity securities. Also, there is
generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies
that are subject to the reporting requirements of the SEC.
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE iSHARES® MSCI EAFE ETF AND
THE iSHARES® MSCI ACWI ETF —
Because the prices of the non-U.S. equity securities held by each of the iShares® MSCI EAFE ETF and the iShares® MSCI ACWI
ETF are converted into U.S. dollars for purposes of calculating the net asset value of that Fund, holders of the notes will be
exposed to currency exchange rate risk with respect to each of the currencies in which the non-U.S. equity securities held by that
Fund trade. With respect to each of the iShares® MSCI EAFE ETF and the iShares® MSCI ACWI ETF, your net exposure will
depend on the extent to which those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity
securities held by that Fund denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar
strengthens against those currencies, the price of the relevant Fund will be adversely affected and any payment on the notes may
be reduced.
• EMERGING MARKETS RISK WITH RESPECT TO THE iSHARES® MSCI ACWI ETF —
Some of the equity securities held by the iShares® MSCI ACWI ETF have been issued by non-U.S. companies located in emerging
markets countries. Countries with emerging markets may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The economies of countries with emerging markets may be based on
only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and
volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
• RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE iSHARES® MSCI ACWI ETF —
Pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in, or possession of, publicly traded
securities of certain companies that are determined to be linked to the People’s Republic of China military, intelligence and security
apparatus, or securities that are derivative of, or are designed to provide investment exposure to, those securities. The sponsor of
the Underlying Index for the iShares® MSCI ACWI ETF has recently removed the equity securities of a small number of companies
from that Underlying Index in response to these executive orders and, as a result, these stocks have also been removed from the
iShares® MSCI ACWI ETF. If the issuer of any of the equity securities held by the iShares® MSCI ACWI ETF is in the future
designated as such a prohibited company, the value of that company may be adversely affected, perhaps significantly, which
would adversely affect the performance of the iShares® MSCI ACWI ETF. In addition, under these circumstances, each of the
sponsor of the Underlying Index for the iShares® MSCI ACWI ETF and the iShares® MSCI ACWI ETF is expected to remove the
equity securities of that company from that Underlying Index and the iShares® MSCI ACWI ETF, respectively. Any changes to the
composition of the iShares® MSCI ACWI ETF in response to these executive orders could adversely affect the performance of the
iShares® MSCI ACWI ETF.
• AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH MID-SIZE AND SMALL CAPITALIZATION
STOCKS WITH RESPECT TO THE iSHARES® RUSSELL 3000 ETF —
Some of the equity securities held by the iShares® Russell 3000 ETF are issued by companies with relatively mid-size or small
market capitalization. Mid-size and small capitalization companies may be less able to withstand adverse economic, market, trade
PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
and competitive conditions relative to larger companies. Mid-size and small capitalization companies are less likely to pay
dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure
under adverse market conditions.
• 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-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
The Funds
The iShares® MSCI EAFE 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 large- and mid-capitalization developed market equities,
excluding the United States and Canada, which we refer to as the Underlying Index with respect to the iShares® MSCI EAFE ETF. The
Underlying Index with respect to the iShares® MSCI EAFE ETF is currently the MSCI EAFE® Index. The MSCI EAFE® Index is a free
float-adjusted market capitalization index that is designed to measure the equity market performance of the large- and mid-cap
segments of certain developed markets, excluding the United States and Canada. For additional information about the iShares® MSCI
EAFE ETF, see “Fund Descriptions — The iShares® ETFs” in the accompanying underlying supplement.
The iShares® MSCI ACWI 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 large- and mid-capitalization developed and emerging market
equities, which we refer to as the Underlying Index with respect to the iShares® MSCI ACWI ETF. The Underlying Index with respect to
the Fund is currently the MSCI ACWI Index. The MSCI ACWI Index is a free float-adjusted market capitalization index that is designed
to measure the performance of the large- and mid-capitalization segments of global emerging markets and certain developed markets.
For additional information about the iShares® MSCI ACWI ETF, see “Fund Descriptions — The iShares® ETFs” in the accompanying
underlying supplement.
The iShares® Russell 3000 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 a broad-based index composed of U.S. equities, which we refer to as the Underlying
Index with respect to the iShares® Russell 3000 ETF. The Underlying Index with respect to the iShares® Russell 3000 ETF is currently
the Russell 3000® Index. The Russell 3000® Index measures the capitalization-weighted price performance of 3,000 U.S. large-
capitalization, mid-capitalization and small-capitalization stocks listed on eligible U.S. exchanges and is designed to represent the broad
U.S. equity market. The companies included in the Russell 3000® Index are the 3,000 largest companies that form the Russell 3000E™
Index, which is composed of the 4,000 largest U.S. companies as determined by total market capitalization and represents
approximately 99% of the U.S. equity market. The Russell 3000® Index consists of the 3,000 companies included in the Russell 1000®
Index and the Russell 2000® Index, which are subsets of the Russell 3000E™ Index, and represents approximately 98% of the U.S.
equity market. For additional information about the iShares® Russell 3000 ETF, see “Fund Descriptions — The iShares® ETFs” 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 eac
h Fund from January 8, 2021 through August 14, 2026. The closing price of one share of the iShares® MSCI EAFE ETF on August 19,
2026 was $107.66. The closing price of one share of the iShares® MSCI ACWI ETF on August 19, 2026 was $160.70. The closing pric
e of one share of the iShares® Russell 3000 ETF on August 19, 2026 was $438.18. We obtained the closing prices above and below fr
om the Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing prices above and below may hav
e 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 any Interest Review Date or Autocall Review Date. There can be no
assurance that the performance of the Funds will result in the return of any of your principal amount or the payment of any interest.
PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
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
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
PS-14 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
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
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.
PS-15 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the iShares® MSCI EAFE ETF, the iShares® MSCI ACWI ETF and the
iShares® Russell 3000 ETF
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.