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 September 16, 2026
September , 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 and the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Review Notes Linked to the Least Performing of the Common
Stock of NVIDIA Corporation, the Class C Capital Stock of
Alphabet Inc., the Common Stock of Amazon.com, Inc. and
the Common Stock of Apple Inc. due September 21, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the
closing price of one share of the Reference Stocks is at or above its Call Value.
• The earliest date on which an automatic call may be initiated is March 18, 2027.
• Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing a significant
portion or all of their principal amount at maturity.
• 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 Reference Stocks. Payments on the notes are linked
to the performance of each of the Reference Stocks individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about September 18, 2026 and are expected to settle on or about September 23,
2026.
• CUSIP: 46661PVS3
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-5 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,
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 $5.00 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 $969.20 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 $900.00 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
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks: As specified under “Key Terms Relating to the
Reference Stocks” in this pricing supplement
Call Premium Amount: The Call Premium Amount with respect
to each Review Date is set forth below:
• first Review Date:
at least 18.5250% × $1,000
• second Review Date:
at least 21.6125% × $1,000
• third Review Date:
at least 24.7000% × $1,000
• fourth Review Date:
at least 27.7875% × $1,000
• fifth Review Date:
at least 30.8750% × $1,000
• sixth Review Date:
at least 33.9625% × $1,000
• seventh Review Date:
at least 37.0500% × $1,000
• eighth Review Date:
at least 40.1375% × $1,000
• ninth Review Date:
at least 43.2250% × $1,000
• tenth Review Date:
at least 46.3125% × $1,000
• eleventh Review Date:
at least 49.4000% × $1,000
• twelfth Review Date:
at least 52.4875% × $1,000
• thirteenth Review Date:
at least 55.5750% × $1,000
• fourteenth Review Date:
at least 58.6625% × $1,000
• fifteenth Review Date:
at least 61.7500% × $1,000
• sixteenth Review Date:
at least 64.8375% × $1,000
• seventeenth Review Date:
at least 67.9250% × $1,000
• eighteenth Review Date:
at least 71.0125% × $1,000
• nineteenth Review Date:
at least 74.1000% × $1,000
• twentieth Review Date:
at least 77.1875% × $1,000
• twenty-first Review Date:
at least 80.2750% × $1,000
• twenty-second Review Date:
at least 83.3625% × $1,000
• twenty-third Review Date:
at least 86.4500% × $1,000
• twenty-fourth Review Date:
at least 89.5375% × $1,000
• twenty-fifth Review Date:
at least 92.6250% × $1,000
• twenty-sixth Review Date:
at least 95.7125% × $1,000
• twenty-seventh Review Date:
at least 98.8000% × $1,000
• twenty-eighth Review Date:
at least 101.8875% × $1,000
• twenty-ninth Review Date:
at least 104.9750% × $1,000
• thirtieth Review Date:
at least 108.0625% × $1,000
• final Review Date:
at least 111.1500% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: With respect to each Reference Stock, 100.00% of its
Initial Value
Barrier Amount: With respect to each Reference Stock, 70.00%
of its Initial Value, as specified under “Key Terms Relating to the
Reference Stocks” in this pricing supplement
Pricing Date: On or about September 18, 2026
Original Issue Date (Settlement Date): On or about September
23, 2026
* 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
Review Dates*: March 18, 2027, April 19, 2027, May 18, 2027,
June 21, 2027, July 19, 2027, August 18, 2027, September 20,
2027, October 18, 2027, November 18, 2027, December 20, 2027,
January 18, 2028, February 18, 2028, March 20, 2028, April 18,
2028, May 18, 2028, June 20, 2028, July 18, 2028, August 18,
2028, September 18, 2028, October 18, 2028, November 20, 2028,
December 18, 2028, January 18, 2029, February 20, 2029, March
19, 2029, April 18, 2029, May 18, 2029, June 18, 2029, July 18,
2029, August 20, 2029 and September 18, 2029 (final Review
Date)
Call Settlement Dates*: March 23, 2027, April 22, 2027, May 21,
2027, June 24, 2027, July 22, 2027, August 23, 2027, September
23, 2027, October 21, 2027, November 23, 2027, December 23,
2027, January 21, 2028, February 24, 2028, March 23, 2028, April
21, 2028, May 23, 2028, June 23, 2028, July 21, 2028, August 23,
2028, September 21, 2028, October 23, 2028, November 24, 2028,
December 21, 2028, January 23, 2029, February 23, 2029, March
22, 2029, April 23, 2029, May 23, 2029, June 22, 2029, July 23,
2029, August 23, 2029 and the Maturity Date
Maturity Date*: September 21, 2029
Automatic Call:
If the closing price of one share of each Reference Stock on any
Review Date is greater than or equal to its Call 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 Call
Premium Amount applicable to that Review Date, 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 Reference Stock is greater than or equal to its Barrier
Amount, you will receive the principal amount of your notes at
maturity.
If the notes have not been automatically called and the Final Value
of any Reference Stock is less than its Barrier Amount, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Least Performing Reference Stock Return)
If the notes have not been automatically called and the Final Value
of any Reference Stock is less than its Barrier Amount, you will
lose more than 30.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Reference Stock: The Reference Stock with
the Least Performing Stock Return
Least Performing Stock Return: The lowest of the Stock Returns
of the Reference Stocks
Stock Return: With respect to each Reference Stock,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date, as
specified under “Key Terms Relating to the Reference Stocks” in
this pricing supplement
Final Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the final Review Date
Stock Adjustment Factor: With respect to each Reference Stock,
the Stock Adjustment Factor is referenced in determining the
closing price of one share of that Reference Stock and is set equal
to 1.0 on the Pricing Date. The Stock Adjustment Factor of each
Reference Stock is subject to adjustment upon the occurrence of
certain corporate events affecting that Reference Stock. See “The
Underlyings — Reference Stocks — Anti-Dilution Adjustments” and
“The Underlyings — Reference Stocks — Reorganization Events”
in the accompanying product supplement for further information.
PS-2 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
Key Terms Relating to the Reference Stocks
Reference Stock
Bloomberg Ticker
Symbol
Initial
Value
Barrier
Amount
Common stock of NVIDIA Corporation, par value $0.001 per share
NVDA
$
$
Class C capital stock of Alphabet Inc., par value $0.001 per share
GOOG
$
$
Common stock of Amazon.com, Inc., par value $0.01 per share
AMZN
$
$
Common stock of Apple Inc., par value $0.00001 per share
AAPL
$
$
How the Notes Work
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date.
No further payments will be made on the notes.
Compare the closing price of one share of each Reference Stock to its Call Value on each Review Date until any earlier automatic
call.
Review Dates
Automatic Call
The closing price of one
share of each Reference
Stock is greater than or
equal to its Call Value.
The closing price of one
share of any Reference
Stock is less than its
Call Value.
Call
Value
The notes will not be automatically called. Proceed to the next Review Date, if any.
No Automatic Call
Review Dates
You will receive the principal amount
of your notes.
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Final Review Date Payment at Maturity
You will receive:
$1,000 + ($1,000 ×Least Performing
Reference Stock Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of each Reference Stock is
greater than or equal to its Barrier Amount.
The Final Value of any Reference Stock is less
than its Barrier Amount.
PS-3 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
Call Premium Amount
The table below illustrates the hypothetical Call Premium Amount per $1,000 principal amount note for each Review Date based on the
minimum Call Premium Amounts set forth under “Key Terms — Call Premium Amount” above. The actual Call Premium Amounts will
be provided in the pricing supplement and will not be less than the minimum Call Premium Amounts set forth under “Key Terms — Call
Premium Amount.”
Review Date
Call Premium Amount
First
$185.250
Second
$216.125
Third
$247.000
Fourth
$277.875
Fifth
$308.750
Sixth
$339.625
Seventh
$370.500
Eighth
$401.375
Ninth
$432.250
Tenth
$463.125
Eleventh
$494.000
Twelfth
$524.875
Thirteenth
$555.750
Fourteenth
$586.625
Fifteenth
$617.500
Sixteenth
$648.375
Seventeenth
$679.250
Eighteenth
$710.125
Nineteenth
$741.000
Twentieth
$771.875
Twenty-First
$802.750
Twenty-Second
$833.625
Twenty-Third
$864.500
Twenty-Fourth
$895.375
Twenty-Fifth
$926.250
Twenty-Sixth
$957.125
Twenty-Seventh
$988.000
Twenty-Eighth
$1,018.875
Twenty-Ninth
$1,049.750
Thirtieth
$1,080.625
Final
$1,111.500
PS-4 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Reference Stocks, assuming a range of
performances for the hypothetical Least Performing Reference Stock on the Review Dates. Solely for purposes of this section, the
Least Performing Reference Stock with respect to each Review Date is the least performing of the Reference Stocks
determined based on the closing prices of one share of each Reference Stock on that Review Date compared with its Initial
Value.
The hypothetical payments set forth below assume the following:
• an Initial Value for each Reference Stock of $100.00;
• a Call Value for each Reference Stock of $100.00 (equal to 100.00% of its hypothetical Initial Value);
• a Barrier Amount for each Reference Stock of $70.00 (equal to 70.00% of its hypothetical Initial Value); and
• the Call Premium Amounts are equal to the minimum Call Premium Amounts set forth under “Key Terms — Call Premium
Amount” above.
The hypothetical Initial Value of each Reference Stock of $100.00 has been chosen for illustrative purposes only and may not represent
a likely actual Initial Value of any Reference Stock. The actual Initial Value of each Reference Stock will be the closing price of one
share of that Reference Stock 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 Reference Stock, please see the historical information set forth under “The Reference
Stocks” 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 Review Date.
Date
Closing Price of One Share of
Least Performing Reference
Stock
First Review Date
$105.00
Notes are automatically called
Total Payment
$1,185.25 (18.525% return)
Because the closing price of one share of each Reference Stock on the first Review Date is greater than or equal to its Call Value, the
notes will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,185.25 (or $1,000 plus the Call
Premium Amount applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be
made on the notes.
Example 2 — Notes are automatically called on the final Review Date.
Date
Closing Price of One Share of
Least Performing Reference
Stock
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Thirtieth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$200.00
Notes are automatically called
Total Payment
$2,111.50 (111.50% return)
Because the closing price of one share of each Reference Stock on the final Review Date is greater than or equal to its Call Value, the
notes will be automatically called for a cash payment, for each $1,000 principal amount note, of $2,111.50 (or $1,000 plus the Call
Premium Amount applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
PS-5 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
Example 3 — Notes have NOT been automatically called and the Final Value of the Least Performing Reference Stock is
greater than or equal to its Barrier Amount.
Date
Closing Price of One Share of
Least Performing Reference
Stock
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Thirtieth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$70.00
Notes NOT automatically called; Final Value of Least Performing
Reference Stock is greater than or equal to Barrier Amount
Total Payment
$1,000.00 (0.00% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Reference Stock is greater than or
equal to its Barrier Amount, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
Example 4 — Notes have NOT been automatically called and the Final Value of the Least Performing Reference Stock is less
than its Barrier Amount.
Date
Closing Price of One Share of
Least Performing Reference
Stock
First Review Date
$60.00
Notes NOT automatically called
Second Review Date
$70.00
Notes NOT automatically called
Third through Thirtieth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$40.00
Notes NOT automatically called; Final Value of Least Performing
Reference Stock is less than Barrier Amount
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Reference Stock is less than its Barrier
Amount and the Least Performing Reference Stock 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
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
Reference Stock is less than its Barrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final
Value of the Least Performing Reference Stock is less than its Initial Value. Accordingly, under these circumstances, you will lose
more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
PS-6 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
• 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 ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of any Reference Stock, which may be significant. You will not participate in any appreciation of any
Reference Stock.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —
Payments on the notes are not linked to a basket composed of the Reference Stocks and are contingent upon the performance of
each individual Reference Stock. Poor performance by any of the Reference Stocks over the term of the notes may result in the
notes not being automatically called on a Review Date, may negatively affect your payment at maturity and will not be offset or
mitigated by positive performance by any other Reference Stock.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
• THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Reference Stock is less than its Barrier Amount and the notes have not been automatically called, the
benefit provided by the Barrier Amount will terminate and you will be fully exposed to any depreciation of the Least Performing
Reference Stock.
• 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. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return 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.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY
REFERENCE STOCK.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS BARRIER AMOUNT
IS GREATER IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK 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 Reference Stock is no longer listed or admitted to
trading on its relevant exchange and the calculation agent determines, in its sole discretion, that no Replacement Reference Stock
(as defined in the accompanying product supplement) 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 —
PS-7 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
Reference Stocks — Delisting of a Reference Stock or Nationalization of a Reference Stock Issuer” 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
Call Premium Amounts.
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.
• 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).
PS-8 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
• 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 Reference Stocks. 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 Reference Stocks
• NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER —
We have not independently verified any of the information about any Reference Stock issuer contained in this pricing supplement.
You should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for any Reference
Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.
• THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect a Reference Stock. The calculation
agent may make adjustments in response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.
PS-9 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
The Reference Stocks
All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available
sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the
relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with
the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the
table below, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents
are accurate or complete. We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”), without
independent verification.
Reference Stock
Bloomberg Ticker
Symbol
Relevant Exchange
SEC File
Number
Closing Price on
September 14, 2026
Common stock of NVIDIA Corporation, par
value $0.001 per share
NVDA
The Nasdaq Stock
Market
000-23985
$210.96
Class C capital stock of Alphabet Inc., par
value $0.001 per share
GOOG
The Nasdaq Stock
Market
001-37580
$345.71
Common stock of Amazon.com, Inc., par
value $0.01 per share
AMZN
The Nasdaq Stock
Market
001-43202
$253.54
Common stock of Apple Inc., par value
$0.00001 per share
AAPL
The Nasdaq Stock
Market
001-36743
$333.08
According to publicly available filings of the relevant Reference Stock issuer with the SEC:
• NVIDIA Corporation is a data center scale artificial intelligence infrastructure company whose technology stack includes the
CUDA development platform that runs on all of its graphics processing units, as well as domain-specific software libraries,
frameworks, algorithms, software development kits and application programming interfaces and whose data-center-scale
offerings feature co-design where the infrastructure’s chips, networking, systems, software and algorithms are holistically
architected and optimized for performance and scale.
• Alphabet Inc. is a collection of businesses, the largest of which is Google, which (i) offers products and platforms through
which it generates revenues primarily by delivering both performance advertising and brand advertising and (ii) provides cloud
services to businesses.
• Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices;
develops and produces media content; offers subscription services, such as Amazon Prime; offers programs that enable
sellers to sell their products in its stores and fulfill orders using its services; offers developers and enterprises a set of on-
demand technology services, including compute, storage, database, analytics, artificial intelligence and machine learning, and
other services; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and
app developers and others to publish and sell content; and provides advertising services to sellers, vendors, publishers,
authors and others, through programs such as sponsored ads, display and video advertising.
• Apple Inc. designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories and
sells a variety of related services.
Historical Information
The following graphs set forth the historical performance of each Reference Stock based on the weekly historical closing prices of one
share of that Reference Stock from January 8, 2021 through September 11, 2026. The closing prices above and below may have
been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings
and bankruptcy.
The historical closing prices of one share of each Reference Stock 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 Reference Stock on the Pricing Date, the Review Date or the
Observation Date. There can be no assurance that the performance of the Reference Stocks will result in the return of any of your
principal amount.
PS-10 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
PS-11 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. The
following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk &
Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “United States Federal Taxation — Tax
Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial Contracts That are Open Transactions” in the
accompanying prospectus supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as
short-term capital gain or loss unless you hold your notes for more than a year, in which case the gain or loss should be long term
capital gain or loss, whether or not you are an initial purchaser of notes at the issue price. However, the IRS or a court may not respect
this treatment, in which case the timing and character of any income or loss on the notes could be materially and adversely 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; the relevance of factors such as the nature of the underlying property to which the
instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be
subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. 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 and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. 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 this notice.
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.
PS-12 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
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
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.
PS-13 | Structured Investments
Review Notes Linked to the Least Performing of the Common Stock of
NVIDIA Corporation, the Class C Capital Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc.
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 Reference Stocks” 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.
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. 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:
• 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.