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 23, 2026
October , 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
Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Citigroup Inc., the Common Stock of
Colgate-Palmolive Company and the Class A Common Stock
of Comcast Corporation due October 16, 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 Review Date for
which the closing price of one share of each of the Reference Stocks is greater than or equal to 50.00% of its Strike
Value, which we refer to as an Interest Barrier.
• If the closing price of one share of each of the Reference Stocks is greater than or equal to its Interest Barrier on any
Review Date, investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, any
previously unpaid Contingent Interest Payments for prior Review Dates.
• 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 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 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 October 13, 2026 (the “Pricing Date”) and are expected to settle on or about
October 15, 2026. The Strike Value of each Reference Stock will be determined by reference to the closing price
of one share of that Reference Stock on October 12, 2026 and not by reference to the closing price of one share
of that Reference Stock on the Pricing Date.
• CUSIP: 46661PAR8
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
—
$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) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an
investment adviser. These broker-dealers will forgo any commissions related to these sales. 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 $943.70 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 $910.00 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
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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
Contingent Interest Payments: If the closing price of one share
of each Reference Stock on any Review Date is greater than or
equal to its Interest Barrier, you will receive on the applicable
Interest Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to at least $8.8333 (equivalent
to a Contingent Interest Rate of at least 10.60% per annum,
payable at a rate of at least 0.88333% per month) (to be provided
in the pricing supplement), plus any previously unpaid Contingent
Interest Payments for any prior Review Dates.
If the Contingent Interest Payment is not paid on any Interest
Payment Date, that unpaid Contingent Interest Payment will be
paid on a later Interest Payment Date if the closing price of one
share of each Reference Stock on the Review Date related to that
later Interest Payment Date is greater than or equal to its Interest
Barrier. You will not receive any unpaid Contingent Interest
Payments if the closing price of one share of any Reference Stock
on each subsequent Review Date is less than its Interest Barrier.
Contingent Interest Rate: At least 10.60% per annum, payable
at a rate of at least 0.88333% per month (to be provided in the
pricing supplement)
Interest Barrier / Trigger Value: With respect to each Reference
Stock, 50.00% of its Strike Value, as specified under “Key Terms
Relating to the Reference Stocks” in this pricing supplement
Strike Date: October 12, 2026
Pricing Date: On or about October 13, 2026
Original Issue Date (Settlement Date): On or about October 15,
2026
Review Dates*: November 12, 2026, December 14, 2026,
January 12, 2027, February 12, 2027, March 12, 2027, April 12,
2027, May 12, 2027, June 14, 2027, July 12, 2027, August 12,
2027, September 13, 2027, October 12, 2027, November 12,
2027, December 13, 2027, January 12, 2028, February 14, 2028,
March 13, 2028, April 12, 2028, May 12, 2028, June 12, 2028,
July 12, 2028, August 14, 2028, September 12, 2028, October 12,
2028, November 13, 2028, December 12, 2028, January 12,
2029, February 12, 2029, March 12, 2029, April 12, 2029, May 14,
2029, June 12, 2029, July 12, 2029, August 13, 2029, September
12, 2029 and October 12, 2029 (final Review Date)
Interest Payment Dates*: November 16, 2026, December 16,
2026, January 14, 2027, February 17, 2027, March 16, 2027, April
14, 2027, May 14, 2027, June 16, 2027, July 14, 2027, August 16,
2027, September 15, 2027, October 14, 2027, November 16,
2027, December 15, 2027, January 14, 2028, February 16, 2028,
March 15, 2028, April 17, 2028, May 16, 2028, June 14, 2028,
July 14, 2028, August 16, 2028, September 14, 2028, October 16,
2028, November 15, 2028, December 14, 2028, January 17,
2029, February 14, 2029, March 14, 2029, April 16, 2029, May 16,
2029, June 14, 2029, July 16, 2029, August 15, 2029, September
14, 2029 and the Maturity Date
Maturity Date*: October 16, 2029
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement of
a Determination Date — Notes Linked to Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement or early acceleration in the event
of an acceleration event as described under “General Terms of Notes
— Consequences of an Acceleration Event” in the accompanying
product supplement and “Selected Risk Considerations — Risks
Relating to the Notes Generally — We May Accelerate Your Notes If
an Acceleration Event Occurs” in this pricing supplement
Payment at Maturity:
If the Final Value of each Reference Stock 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 applicable to the final Review
Date plus (c) any previously unpaid Contingent Interest Payments
for any prior Review Dates.
If the Final Value of any Reference Stock 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 Stock Return)
If the Final Value of any Reference Stock is less than its Trigger
Value, you will lose more than 50.00% 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 – Strike Value)
Strike Value
Strike Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Strike Date, as
specified under “Key Terms Relating to the Reference Stocks” in
this pricing supplement. The Strike Value of each Reference
Stock is not the closing price of one share of that Reference
Stock on the Pricing Date.
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 Strike 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
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
Key Terms Relating to the Reference Stocks
Reference Stock
Bloomberg
Ticker Symbol
Strike Value
Interest Barrier
/ Trigger Value
Common stock of Citigroup Inc., par value $0.01 per share
C
$
$
Common stock of Colgate-Palmolive Company, par value $1.00 per share
CL
$
$
Class A common stock of Comcast Corporation, par value $0.01 per share
CMCSA
$
$
How the Notes Work
Payments in Connection with Review Dates Preceding the Final Review Date
Payment at Maturity
The closing price of one share of each Reference
Stock is greater than or equal to its Interest
Barrier.
The closing price of one share of any Reference
Stock is less than its Interest Barrier.
Review Dates Preceding the Final Review Date
Compare the closing price of one share of each Reference Stock to its Interest Barrier on each Review Date.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date plus any previously unpaid
Contingent Interest Payments for any prior Review Dates.
Proceed to the next Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Review Date.
Proceed to the next Review Date.
You will receive (a) $1,000 plus (b)
the Contingent Interest Payment
applicable to the final Review Date
plus (c) any previously unpaid
Contingent Interest Payments for
any prior Review Dates.
Final Review Date Payment at Maturity
The Final Value of each Reference Stock is greater than or equal to its
Trigger Value.
You will receive:
$1,000 + ($1,000 ×Least
Performing Stock Return)
Under these circumstances, you will
lose a significant portion or all of
your principal amount at maturity.
The Final Value of any Reference Stock is less than its Trigger Value.
PS-3 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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 10.60% per annum, depending on how many Contingent Interest Payments
are made prior to maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be at least 10.60%
per annum (payable at a rate of at least 0.88333% per month).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
36
$318.0000
35
$309.1667
34
$300.3333
33
$291.5000
32
$282.6667
31
$273.8333
30
$265.0000
29
$256.1667
28
$247.3333
27
$238.5000
26
$229.6667
25
$220.8333
24
$212.0000
23
$203.1667
22
$194.3333
21
$185.5000
20
$176.6667
19
$167.8333
18
$159.0000
17
$150.1667
16
$141.3333
15
$132.5000
14
$123.6667
13
$114.8333
12
$106.0000
11
$97.1667
10
$88.3333
9
$79.5000
8
$70.6667
7
$61.8333
6
$53.0000
5
$44.1667
4
$35.3333
3
$26.5000
2
$17.6667
1
$8.8333
0
$0.0000
PS-4 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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 price of one share of each Reference Stock on that Review Date compared with its Strike
Value.
The hypothetical payments set forth below assume the following:
• a Strike Value for each Reference Stock of $100.00;
• an Interest Barrier and a Trigger Value for each Reference Stock of $50.00 (equal to 50.00% of its hypothetical Strike Value); and
• a Contingent Interest Rate of 10.60% per annum.
The hypothetical Strike Value of each Reference Stock of $100.00 has been chosen for illustrative purposes only and does not
represent the actual Strike Value of any Reference Stock. The actual Strike Value of each Reference Stock is the closing price of one
share of that Reference Stock 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 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 — The Final Value of the Least Performing Reference Stock is greater than or equal to its Trigger Value.
Date
Closing Price of One Share of
Least Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$95.00
$8.8333
Second Review Date
$85.00
$8.8333
Third through Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,300.3333
Total Payment
$1,318.00 (31.80% return)
Because the Final Value of the Least Performing Reference Stock is greater than or equal to its Trigger Value, the payment at maturity,
for each $1,000 principal amount note, will be $1,300.3333 (or $1,000 plus the Contingent Interest Payment applicable to the final
Review Date plus the unpaid Contingent Interest Payments for any prior Review Dates). When added to the Contingent Interest
Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,318.00.
Example 2 — The Final Value of the Least Performing Reference Stock is less than its Trigger Value.
Date
Closing Price of One Share of
Least Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the Final Value of the Least Performing Reference Stock is less than its Trigger Value and the Least Performing 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.
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.
PS-5 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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 Final Value of any Reference Stock 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 Reference Stock is less
than its Strike Value. Accordingly, under these circumstances, you will lose more than 50.00% 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 —
We will make a Contingent Interest Payment with respect to a Review Date (and we will pay you any previously unpaid Contingent
Interest Payments for any prior Review Dates) only if the closing price of one share of each Reference Stock on that Review Date
is greater than or equal to its Interest Barrier. If the closing price of one share of any Reference Stock on a Review Date is less
than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. You will not receive any
unpaid Contingent Interest Payments if the closing price of one share of any Reference Stock on each subsequent Review Date is
less than its Interest Barrier. Accordingly, if the closing price of one share of any Reference Stock on each Review Date is less
than its Interest Barrier, you will not receive any interest payments over the term of the notes.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of any 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 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 Reference Stock.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Reference Stock is less than its Trigger Value, the benefit provided by the Trigger Value will terminate and
you will be fully exposed to any depreciation of the Least Performing Reference Stock.
PS-6 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
• 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 INTEREST
BARRIER OR TRIGGER VALUE 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 —
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 J.P. Morgan Securities LLC, which we refer to as 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 structuring and hedging the notes are included in
the original issue price of the notes. These costs include 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
PS-7 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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 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 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-8 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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 22, 2026
Common stock of Citigroup Inc., par value $0.01
per share
C
New York Stock
Exchange
001-09924
$132.47
Common stock of Colgate-Palmolive Company, par
value $1.00 per share
CL
New York Stock
Exchange
001-00644
$87.05
Class A common stock of Comcast Corporation,
par value $2.50 per share
CMCSA
The Nasdaq Stock
Market
001-32871
$22.42
According to publicly available filings of the relevant Reference Stock issuer with the SEC:
• Citigroup Inc. is a financial services holding company whose businesses provide consumers, corporations, governments and
institutions with a range of financial products and services, including consumer banking and credit, corporate and investment
banking, securities brokerage, trade and securities services and wealth management.
• Colgate-Palmolive Company operates in two product segments: Oral, Personal and Home Care; and Pet Nutrition.
• Comcast Corporation is a media and technology company that delivers broadband, wireless, video and voice services
primarily under the Xfinity, Comcast Business, Sky and NOW brands; produces, distributes and streams entertainment, sports
and news through brands including NBC, Telemundo, Universal, Peacock and Sky; and owns and operates Universal theme
parks.
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 18, 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 Strike Date or any Review Date. There can
be no assurance that the performance of the Reference Stocks will result in the return of any of your principal amount or the payment of
any interest.
PS-9 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
PS-10 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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, 2029 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
PS-11 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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 structuring and
hedging the notes are included in the original issue price of the notes. These costs include 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 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 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 (minus) the projected profits (losses) that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our
obligations under the notes, plus the fees, if any, paid for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
PS-12 | Structured Investments
Contingent Interest Notes Linked to the Least Performing of the Common
Stock of Citigroup Inc., the Common Stock of Colgate-Palmolive Company
and the Class A Common Stock of Comcast Corporation
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.