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 May 21, 2026
May , 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and the prospectus and
prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Review Notes Linked to the Least Performing of the Russell
2000® Index, the VanEck® Semiconductor ETF and the
iShares® Expanded Tech-Software Sector ETF due June 3,
2031
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 value of each of the Russell 2000® Index, the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF, which we refer to as the Underlyings, is at or above its Call Value.
• The earliest date on which an automatic call may be initiated is June 4, 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 Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about May 29, 2026 and are expected to settle on or about June 3, 2026.
• CUSIP: 46661AE30
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
“Selected Risk Considerations” beginning on page PS-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $41.25 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 $907.60 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 Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Russell 2000® Index (Bloomberg ticker: RTY)
(the “Index”) and the VanEck® Semiconductor ETF (Bloomberg
ticker: SMH) and the iShares® Expanded Tech-Software Sector
ETF (Bloomberg ticker: IGV) (each of the VanEck® Semiconductor
ETF and the iShares® Expanded Tech-Software Sector ETF, a
“Fund” and collectively, the “Funds”) (each of the Index and the
Funds, an “Underlying” and collectively, the “Underlyings”)
Call Premium Amount: The Call Premium Amount with respect
to each Review Date is set forth below:
• first Review Date:
at least 15.10000% × $1,000
• second Review Date:
at least 16.35833% × $1,000
• third Review Date:
at least 17.61667% × $1,000
• fourth Review Date:
at least 18.87500% × $1,000
• fifth Review Date:
at least 20.13333% × $1,000
• sixth Review Date:
at least 21.39167% × $1,000
• seventh Review Date:
at least 22.65000% × $1,000
• eighth Review Date:
at least 23.90833% × $1,000
• ninth Review Date:
at least 25.16667% × $1,000
• tenth Review Date:
at least 26.42500% × $1,000
• eleventh Review Date:
at least 27.68333% × $1,000
• twelfth Review Date:
at least 28.94167% × $1,000
• thirteenth Review Date:
at least 30.20000% × $1,000
• fourteenth Review Date:
at least 31.45833% × $1,000
• fifteenth Review Date:
at least 32.71667% × $1,000
• sixteenth Review Date:
at least 33.97500% × $1,000
• seventeenth Review Date:
at least 35.23333% × $1,000
• eighteenth Review Date:
at least 36.49167% × $1,000
• nineteenth Review Date:
at least 37.75000% × $1,000
• twentieth Review Date:
at least 39.00833% × $1,000
• twenty-first Review Date:
at least 40.26667% × $1,000
• twenty-second Review Date:
at least 41.52500% × $1,000
• twenty-third Review Date:
at least 42.78333% × $1,000
• twenty-fourth Review Date:
at least 44.04167% × $1,000
• twenty-fifth Review Date:
at least 45.30000% × $1,000
• twenty-sixth Review Date:
at least 46.55833% × $1,000
• twenty-seventh Review Date:
at least 47.81667% × $1,000
• twenty-eighth Review Date:
at least 49.07500% × $1,000
• twenty-ninth Review Date:
at least 50.33333% × $1,000
• thirtieth Review Date:
at least 51.59167% × $1,000
• thirty-first Review Date:
at least 52.85000% × $1,000
• thirty-second Review Date:
at least 54.10833% × $1,000
• thirty-third Review Date:
at least 55.36667% × $1,000
• thirty-fourth Review Date:
at least 56.62500% × $1,000
• thirty-fifth Review Date:
at least 57.88333% × $1,000
• thirty-sixth Review Date:
at least 59.14167% × $1,000
• thirty-seventh Review Date:
at least 60.40000% × $1,000
• thirty-eighth Review Date:
at least 61.65833% × $1,000
• thirty-ninth Review Date:
at least 62.91667% × $1,000
• fortieth Review Date:
at least 64.17500% × $1,000
• forty-first Review Date:
at least 65.43333% × $1,000
• forty-second Review Date:
at least 66.69167% × $1,000
• forty-third Review Date:
at least 67.95000% × $1,000
• forty-fourth Review Date:
at least 69.20833% × $1,000
• forty-fifth Review Date:
at least 70.46667% × $1,000
• forty-sixth Review Date:
at least 71.72500% × $1,000
• forty-seventh Review Date:
at least 72.98333% × $1,000
• forty-eighth Review Date:
at least 74.24167% × $1,000
• final Review Date:
at least 75.50000% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: With respect to each Underlying, 100.00% of its Initial
Value
Barrier Amount: With respect to each Underlying, 60.00% of its
Initial Value
Pricing Date: On or about May 29, 2026
Original Issue Date (Settlement Date): On or about June 3,
2026
Review Dates*: June 4, 2027, June 29, 2027, July 29, 2027,
August 30, 2027, September 29, 2027, October 29, 2027,
November 29, 2027, December 29, 2027, January 31, 2028,
February 29, 2028, March 29, 2028, May 1, 2028, May 30, 2028,
June 29, 2028, July 31, 2028, August 29, 2028, September 29,
2028, October 30, 2028, November 29, 2028, December 29, 2028,
January 29, 2029, February 28, 2029, March 29, 2029, April 30,
2029, May 29, 2029, June 29, 2029, July 30, 2029, August 29,
2029, October 1, 2029, October 29, 2029, November 29, 2029,
December 31, 2029, January 29, 2030, February 28, 2030, March
29, 2030, April 29, 2030, May 29, 2030, July 1, 2030, July 29,
2030, August 29, 2030, September 30, 2030, October 29, 2030,
November 29, 2030, December 30, 2030, January 29, 2031,
February 28, 2031, March 31, 2031, April 29, 2031 and May 29,
2031 (final Review Date)
Call Settlement Dates*: June 9, 2027, July 2, 2027, August 3,
2027, September 2, 2027, October 4, 2027, November 3, 2027,
December 2, 2027, January 3, 2028, February 3, 2028, March 3,
2028, April 3, 2028, May 4, 2028, June 2, 2028, July 5, 2028,
August 3, 2028, September 1, 2028, October 4, 2028, November 2,
2028, December 4, 2028, January 4, 2029, February 1, 2029,
March 5, 2029, April 4, 2029, May 3, 2029, June 1, 2029, July 5,
2029, August 2, 2029, September 4, 2029, October 4, 2029,
November 1, 2029, December 4, 2029, January 4, 2030, February
1, 2030, March 5, 2030, April 3, 2030, May 2, 2030, June 3, 2030,
July 5, 2030, August 1, 2030, September 4, 2030, October 3, 2030,
November 1, 2030, December 4, 2030, January 3, 2031, February
3, 2031, March 5, 2031, April 3, 2031, May 2, 2031 and the
Maturity Date
Maturity Date*: June 3, 2031
Automatic Call:
If the closing value of each Underlying 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 Underlying 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 Underlying 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 Underlying Return)
If the notes have not been automatically called and the Final Value
of any Underlying is less than its Barrier Amount, you will lose more
than 40.00% of your principal amount at maturity and could lose all
of your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return: With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value of
that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing value of
that Underlying on the final Review Date
Share Adjustment Factor: With respect to each Fund, the Share
Adjustment Factor is referenced in determining the closing value of
that Fund and is set equal to 1.0 on the Pricing Date. The Share
Adjustment Factor of each Fund is subject to adjustment upon the
occurrence of certain events affecting that Fund. See “The
Underlyings — Funds — Anti-Dilution Adjustments” in the
accompanying product supplement for further information.
* Subject to postponement in the event of a market disruption event and as
described under “General Terms of Notes — Postponement of a
Determination Date — Notes Linked to Multiple Underlyings” and “General
Terms of Notes — Postponement of a Payment Date” in the accompanying
product supplement or early acceleration in the event of an acceleration
event as described under “General Terms of Notes — Consequences of an
Acceleration Event” in the accompanying product supplement and “Selected
Risk Considerations — Risks Relating to the Notes Generally — We May
Accelerate Your Notes If an Acceleration Event Occurs” in this pricing
supplement
PS-2 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
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 value of each Underlying to its Call Value on each Review Date until any earlier automatic call.
Review Dates
Automatic Call
The closing value of
each Underlying is
greater than or equal to
its Call Value.
The closing value of any
Underlying 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
Underlying Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of each Underlying is greater
than or equal to its Barrier Amount.
The Final Value of any Underlying is less than
its Barrier Amount.
PS-3 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
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
$151.0000
Second
$163.5833
Third
$176.1667
Fourth
$188.7500
Fifth
$201.3333
Sixth
$213.9167
Seventh
$226.5000
Eighth
$239.0833
Ninth
$251.6667
Tenth
$264.2500
Eleventh
$276.8333
Twelfth
$289.4167
Thirteenth
$302.0000
Fourteenth
$314.5833
Fifteenth
$327.1667
Sixteenth
$339.7500
Seventeenth
$352.3333
Eighteenth
$364.9167
Nineteenth
$377.5000
Twentieth
$390.0833
Twenty-First
$402.6667
Twenty-Second
$415.2500
Twenty-Third
$427.8333
Twenty-Fourth
$440.4167
Twenty-Fifth
$453.0000
Twenty-Sixth
$465.5833
Twenty-Seventh
$478.1667
Twenty-Eighth
$490.7500
Twenty-Ninth
$503.3333
Thirtieth
$515.9167
Thirty-First
$528.5000
PS-4 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
Review Date
Call Premium Amount
Thirty-Second
$541.0833
Thirty-Third
$553.6667
Thirty-Fourth
$566.2500
Thirty-Fifth
$578.8333
Thirty-Sixth
$591.4167
Thirty-Seventh
$604.0000
Thirty-Eighth
$616.5833
Thirty-Ninth
$629.1667
Fortieth
$641.7500
Forty-First
$654.3333
Forty-Second
$666.9167
Forty-Third
$679.5000
Forty-Fourth
$692.0833
Forty-Fifth
$704.6667
Forty-Sixth
$717.2500
Forty-Seventh
$729.8333
Forty-Eighth
$742.4167
Final
$755.0000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Underlyings, assuming a range of performances
for the hypothetical Least Performing Underlying on the Review Dates. Solely for purposes of this section, the Least Performing
Underlying with respect to each Review Date is the least performing of the Underlyings determined based on the closing
value of each Underlying on that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
• an Initial Value for each Underlying of 100.00;
• a Call Value for each Underlying of 100.00 (equal to 100.00% of its hypothetical Initial Value);
• a Barrier Amount for each Underlying of 60.00 (equal to 60.00% 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 Underlying of 100.00 has been chosen for illustrative purposes only and may not represent a
likely actual Initial Value of any Underlying. The actual Initial Value of each Underlying will be the closing value of that Underlying on
the Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing values of each
Underlying, please see the historical information set forth under “The Underlyings” 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.
PS-5 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
Example 1 — Notes are automatically called on the first Review Date.
Date
Closing Value of Least
Performing Underlying
First Review Date
105.00
Notes are automatically called
Total Payment
$1,151.00 (15.10% return)
Because the closing value of each Underlying 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 $1,151.00 (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 Value of Least
Performing Underlying
First Review Date
90.00
Notes NOT automatically called
Second Review Date
75.00
Notes NOT automatically called
Third through Forty-Eighth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
200.00
Notes are automatically called
Total Payment
$1,755.00 (75.50% return)
Because the closing value of each Underlying 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 $1,755.00 (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.
Example 3 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying is greater
than or equal to its Barrier Amount.
Date
Closing Value of Least
Performing Underlying
First Review Date
80.00
Notes NOT automatically called
Second Review Date
75.00
Notes NOT automatically called
Third through Forty-Eighth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
70.00
Notes NOT automatically called; Final Value of Least Performing
Underlying 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 Underlying 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.
PS-6 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
Example 4 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying is less than
its Barrier Amount.
Date
Closing Value of Least
Performing Underlying
First Review Date
60.00
Notes NOT automatically called
Second Review Date
70.00
Notes NOT automatically called
Third through Forty-Eighth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
40.00
Notes NOT automatically called; Final Value of Least Performing
Underlying 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 Underlying is less than its Barrier
Amount and the Least Performing Underlying 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
Underlying 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 Underlying is less than its Initial Value. Accordingly, under these circumstances, you will lose more than
40.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
• 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.
PS-7 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of any Underlying, which may be significant. You will not participate in any appreciation of any
Underlying.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING —
Payments on the notes are not linked to a basket composed of the Underlyings and are contingent upon the performance of each
individual Underlying. Poor performance by any of the Underlyings 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 Underlying.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING.
• THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Underlying 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 Underlying.
• 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 one year. 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 EITHER FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THOSE SECURITIES.
• THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE
VALUE OF THAT UNDERLYING IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS —
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see “The Underlyings — Funds — Discontinuation or Modification of a Fund” in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
• THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
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.
PS-8 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
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).
• 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 values of the Underlyings. 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.
PS-9 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
Risks Relating to the Underlyings
• AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE INDEX —
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
• THERE ARE RISKS ASSOCIATED WITH THE FUNDS —
The Funds are subject to management risk, which is the risk that the investment strategies of the applicable Fund’s investment
adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These
constraints could adversely affect the market prices of the shares of the Funds and, consequently, the value of the notes.
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE —
Each Fund does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and may hold securities
different from those included in its Underlying Index. In addition, the performance of each Fund will reflect additional transaction
costs and fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation
between the performance of each Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying a Fund (such as mergers and spin-offs) may impact the variance between the performances of that Fund and its
Underlying Index. Finally, because the shares of each Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of
a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to
buy and sell shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary substantially
from the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may not correlate
with the performance of its Underlying Index as well as the net asset value per share of that Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• RISKS ASSOCIATED WITH THE SEMICONDUCTOR INDUSTRY WITH RESPECT TO THE VANECK® SEMICONDUCTOR ETF
—
All or substantially all of the equity securities held by the VanEck® Semiconductor ETF are issued by companies whose primary
line of business is directly associated with the semiconductor industry. As a result, the value of the notes may be subject to greater
volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a
different investment linked to securities of a more broadly diversified group of issuers. Competitive pressures may have a
significant effect on the financial condition of companies in the semiconductor industry. As product cycles shorten and
manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing, which hampers
profitability. Semiconductor companies are vulnerable to wide fluctuations in securities prices due to rapid product obsolescence.
Many semiconductor companies may not successfully introduce new products, develop and maintain a loyal customer base or
achieve general market acceptance for their products, and failure to do so could have a material adverse effect on their business,
results of operations and financial condition. Reduced demand for end-user products, underutilization of manufacturing capacity,
and other factors could adversely impact the operating results of companies in the semiconductor industry. Semiconductor
companies typically face high capital costs and these companies may need additional financing, which may be difficult to obtain.
They also may be subject to risks relating to research and development costs and the availability and price of components.
Moreover, they may be heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of
those rights. Some of the companies involved in the semiconductor sector are also engaged in other lines of business unrelated to
the semiconductor business, and they may experience problems with these lines of business, which could adversely affect their
operating results. The international operations of many semiconductor companies expose them to risks associated with instability
and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations, tariffs and trade
disputes, competition from subsidized foreign competitors with lower production costs and other risks inherent to international
business. The semiconductor industry is highly cyclical, which may cause the operating results of many semiconductor companies
to vary significantly. Companies in the semiconductor industry also may be subject to competition from new market entrants. The
stock prices of companies in the semiconductor industry have been and will likely continue to be extremely volatile compared to the
overall market. These factors could affect the semiconductor industry and could affect the value of the equity securities held by the
PS-10 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
VanEck® Semiconductor ETF and the price of the VanEck® Semiconductor ETF during the term of the notes, which may adversely
affect the value of your notes.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK® SEMICONDUCTOR ETF AND THE iSHARES® EXPANDED
TECH-SOFTWARE SECTOR ETF —
Some of the equity securities held by the VanEck® Semiconductor ETF and the iShares® Expanded Tech-Software Sector ETF
have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve
risks associated with the home countries of the issuers of those non-U.S. equity securities.
• RISKS ASSOCIATED WITH THE INFORMATION TECHNOLOGY SECTOR WITH RESPECT TO THE iSHARES® EXPANDED
TECH-SOFTWARE SECTOR ETF —
All or substantially all of the equity securities held by the iShares® Expanded Tech-Software Sector ETF are issued by companies
whose primary line of business is directly associated with the information technology sector. As a result, the value of the notes
may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence
affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. Information
technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their
profit margins. Like other technology companies, information technology companies may have limited product lines, markets,
financial resources or personnel. The products of information technology companies may face obsolescence due to rapid
technological developments, frequent new product introduction, unpredictable changes in growth rates and competition for the
services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual
property rights. The loss or impairment of these rights may adversely affect the profitability of these companies. Companies in the
information technology sector are facing increased government and regulatory scrutiny and may be subject to adverse government
or regulatory action. Companies in the application software industry, in particular, may also be negatively affected by the decline or
fluctuation of subscription renewal rates for their products and services, which may have an adverse effect on profit margins.
Companies in the systems software industry may be adversely affected by, among other things, actual or perceived security
vulnerabilities in their products and services, which may result in individual or class action lawsuits, state or federal enforcement
actions and other remediation costs. These factors could affect the information technology sector and could affect the value of the
equity securities held by the iShares® Expanded Tech-Software Sector ETF and the price of the iShares® Expanded Tech-Software
Sector ETF during the term of the notes, which may adversely affect the value of your notes.
• AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH MID-SIZE CAPITALIZATION AND SMALL
CAPITALIZATION STOCKS WITH RESPECT TO THE iSHARES® EXPANDED TECH-SOFTWARE SECTOR ETF —
Some of the equity securities held by the iShares® Expanded Tech-Software Sector ETF have been issued by mid-size
capitalization and small capitalization companies. Mid-size capitalization and small capitalization companies may be less able to
withstand adverse economic, market, trade and competitive conditions relative to larger companies. Mid-size capitalization and
small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a
factor that limits downward stock price pressure under adverse market conditions.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
PS-11 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
The Underlyings
The Index measures the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed on eligible U.S.
exchanges and is designed to track the performance of the small-capitalization segment of the U.S. equity market. The companies
included in the Index are the middle 2,000 of the companies that form the Russell 3000E™ Index, which is composed of the 4,000
largest U.S. companies as determined by total market capitalization and represents approximately 99% of the U.S. equity market. For
additional information about the Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying
supplement.
The VanEck® Semiconductor ETF is an exchange-traded fund of VanEck® ETF Trust, a registered investment company, that seeks to
replicate as closely as possible, before fees and expenses, the price and yield performance of the MVIS® US Listed Semiconductor 25
Index, which we refer to as the Underlying Index with respect to the VanEck® Semiconductor ETF. The MVIS® US Listed
Semiconductor 25 Index is designed to track the performance of the largest and most liquid U.S. exchange-listed companies in the
semiconductor industry, which only includes companies that derive at least 50% (25% for current components) of their revenues from
the semiconductor segment. For additional information about the VanEck® Semiconductor ETF, see “Fund Descriptions — The
VanEck® ETFs” in the accompanying underlying supplement.
The iShares® Expanded Tech-Software Sector ETF is an exchange-traded fund of iShares® Trust, a registered investment company,
that seeks to track the investment results, before fees and expenses, of an index composed of North American equities in the software
industry and select North American equities from interactive home entertainment and interactive media and services industries, which
we refer to as the Underlying Index with respect to the iShares® Expanded Tech-Software Sector ETF. The Underlying Index with
respect to the iShares® Expanded Tech-Software Sector ETF is currently the S&P North American Expanded Technology Software
IndexTM. The S&P North American Expanded Technology Software IndexTM is a modified market capitalization-weighted index that is
designed to measure the performance of U.S. traded securities in the Global Industry Classification Standard GICS® application
software and systems software sub-industries, as well as applicable supplementary stocks. The iShares® Expanded Tech-Software
Sector ETF trades on Cboe BZX Exchange, Inc. For additional information about the iShares® Expanded Tech-Software Sector ETF,
see “Fund Descriptions — The iShares® ETFs” in the accompanying underlying supplement. For purposes of the accompanying
underlying supplement, the iShares® Expanded Tech-Software Sector ETF is an “iShares® ETF.”
Historical Information
The following graphs set forth the historical performance of each Underlying based on the weekly historical closing values from January
8, 2021 through May 15, 2026. The closing value of the Index on May 20, 2026 was 2,817.365. The closing value of the VanEck®
Semiconductor ETF on May 20, 2026 was $564.66. The closing value of the iShares® Expanded Tech-Software Sector ETF on May
20, 2026 was $93.32. We obtained the closing values above and below from the Bloomberg Professional® service (“Bloomberg”),
without independent verification. The closing values of the Funds above and below may have been adjusted by Bloomberg for actions
taken by the Funds, such as stock splits.
The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be
given as to the closing value of any Underlying on the Pricing Date or any Review Date. There can be no assurance that the
performance of the Underlyings will result in the return of any of your principal amount.
PS-12 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
PS-13 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
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 long-
term capital gain or loss if you hold your notes for more than a year, 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.
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
PS-14 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if
any, paid for third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be
influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in
a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or
unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations
— Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Will Be Lower
Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return
profile of the notes and “The Underlyings” 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
PS-15 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the VanEck® Semiconductor ETF and the iShares® Expanded Tech-
Software Sector ETF
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
• Product supplement no. 3-I dated April 17, 2026:
• Underlying supplement no. 1-I dated April 17, 2026:
• Prospectus supplement and prospectus, each dated April 17, 2026:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.