JPMorgan Chase & Co.
06/25/2026 | Press release | Distributed by Public on 06/25/2026 07:26
Primary Offering Prospectus (Form 424B2)
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 June 24, 2026
June , 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and
the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an
Unequally Weighted Basket Consisting of the S&P 500®
Index, the Russell 2000® Futures Excess Return Index ,
the iShares® MSCI EAFE ETF and the iShares® MSCI
Emerging Markets ETF due July 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 the Review Date, the
closing level of an unequally weighted basket of the S&P 500® Index, the Russell 2000® Futures Excess Return Index,
the iShares® MSCI EAFE ETF and the iShares® MSCI Emerging Markets ETF, which we refer to as the Basket, is at or
above the Call Value.
• The date on which an automatic call may be initiated is July 6, 2027.
• The notes are also designed for investors who seek an uncapped return of 2.15 times any appreciation of the Basket at
maturity, if the notes have not been automatically called.
• Because the S&P 500® Index makes up 40.00% of the Basket, we expect that generally the market value of your notes
and your payment at maturity will depend to a greater extent on the performance of the S&P 500® Index.
• Investors should be willing to forgo interest and dividend payments and be willing to lose 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.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about June 30, 2026 and are expected to settle on or about July 6, 2026.
• CUSIP: 46661CH90
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-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $6.50 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 $972.30 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $940.00 per $1,000 principal amount note. See "The Estimated Value of the Notes" in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Basket: The notes are linked to an unequally weighted
basket consisting of the following:
• 40.00% of the S&P 500® Index (Bloomberg ticker: SPX);
• 30.00% of the Russell 2000® Futures Excess Return
Index (Bloomberg ticker: RTYFPE) (each of the S&P
500® Index and the Russell 2000® Futures Excess
Return Index , an "Index" and collectively, the "Indices");
• 20.00% of the iShares® MSCI EAFE ETF (Bloomberg
ticker: EFA); and
• 10.00% of the iShares® MSCI Emerging Markets ETF
(Bloomberg ticker: EEM) (each of the iShares® MSCI
EAFE ETF and the iShares® MSCI Emerging Markets
ETF, a "Fund" and collectively, the "Funds");
(each of the Indices and each of the Funds, an
"Underlying" and collectively, the "Underlyings").
Call Premium Amount: At least $90.00 per $1,000 principal
amount note (to be provided in the pricing supplement)
Call Value: 100.00% of the Initial Basket Value
Upside Leverage Factor: 2.15
Barrier Amount: 65.00% of the Initial Basket Value, which is
65.00
Pricing Date: On or about June 30, 2026
Original Issue Date (Settlement Date): On or about July 6,
2026
Review Date *: July 6, 2027
Call Settlement Date *: July 9, 2027
Observation Date *: June 30, 2031
Maturity Date*: July 3, 2031
* 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
Automatic Call:
If the closing level of the Basket on the Review Date is
greater than or equal to the 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, payable on the Call Settlement Date. No
further payments will be made on the notes.
If the notes are automatically called, you will not benefit
from the Upside Leverage Factor that applies to the
payment at maturity if the Final Basket Value is greater
than the Initial Basket Value. Because the Upside
Leverage Factor does not apply to the payment upon
an automatic call, the payment upon an automatic call
may be significantly less than the payment at maturity
for the same level of appreciation in the Basket.
Payment at Maturity:
If the notes have not been automatically called and the Final
Basket Value is greater than the Initial Basket Value, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Basket Return × Upside Leverage Factor)
If the notes have not been automatically called and the Final
Basket Value is equal to the Initial Basket Value or is less
than the Initial Basket Value but greater than or equal to the
Barrier Amount, you will receive the principal amount of your
notes at maturity.
If the notes have not been automatically called and the Final
Basket Value is less than the Barrier Amount, your payment
at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Basket Return)
If the notes have not been automatically called and the Final
Basket Value is less than the Barrier Amount, you will lose
more than 35.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Basket Return:
(Final Basket Value - Initial Basket Value)
Initial Basket Value
Initial Basket Value: Set equal to 100.00 on the Pricing Date
Final Basket Value: The closing level of the Basket on the
Observation Date
Closing Level of the Basket: On any relevant day,
100 × [1 + (40.00% × Underlying Return of the S&P 500®
Index) + (30.00% × Underlying Return of the Russell 2000®
Futures Excess Return Index ) + (20.00% × Underlying
Return of the iShares® MSCI EAFE ETF) + (10.00% ×
Underlying Return of the iShares® MSCI Emerging Markets
ETF)]
Underlying Return: With respect to each Underlying, on any
relevant day,
(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, on any
relevant day, the closing value of that Underlying on that day
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.
PS-2 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
Supplemental Terms of the Notes
The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act, as amended (the
"Commodity Exchange Act"). The notes are offered pursuant to an exemption from regulation under the Commodity Exchange Act,
commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed to the
value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are not afforded any
protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading Commission.
Hypothetical Payout Profile
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notes are automatically called will be provided in the pricing
supplement and will not be less than $90.00.
The notes will be automatically called on the Call Settlement Date and you will receive
(a) $1,000 plus (b) the Call Premium Amount.
No further payments will be made on the notes.
Compare the closing level of the Basket to the Call Value on the Review Date.
Review Date
Automatic Call
The closing level of the
Basket is greater than or
equal to the Call Value.
The closing level of the
Basket is less than the
Call Value.
Call
Value
The notes will not be automatically called. Proceed to the Observation Date.
No Automatic Call
Review Date
You will receive:
$1,000 + ($1,000 ×Basket Return ×
Upside Leverage Factor)
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Observation Date Payment at Maturity
The Final Basket Value is greater than the Initial
Basket Value.
You will receive:
$1,000 + ($1,000 ×Basket Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Basket Value is equal to the Initial Basket
Value or is less than the Initial Basket Value but
greater than or equal to the Barrier Amount.
The Final Basket Value is less than the Barrier
Amount.
You will receive the principal amount of
your notes.
PS-3 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
Payment at Maturity If the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical total return and payment at maturity on the notes if the notes have not been automatically
called. The "total return" as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the
payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume
the following:
• the notes have not been automatically called;
• an Initial Basket Value of 100.00;
• an Upside Leverage Factor of 2.15; and
• a Barrier Amount of 65.00 (equal to 65.00% of the hypothetical Initial Basket Value).
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table have
been rounded for ease of analysis.
Final Basket Value
Basket Return
Total Return on the Notes
Payment at Maturity
165.00
65.00%
139.75%
$2,397.50
150.00
50.00%
107.50%
$2,075.00
140.00
40.00%
86.00%
$1,860.00
130.00
30.00%
64.50%
$1,645.00
120.00
20.00%
43.00%
$1,430.00
110.00
10.00%
21.50%
$1,215.00
105.00
5.00%
10.75%
$1,107.50
101.00
1.00%
2.15%
$1,021.50
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
70.00
-30.00%
0.00%
$1,000.00
65.00
-35.00%
0.00%
$1,000.00
64.99
-35.01%
-35.01%
$649.90
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-4 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
How the Notes Work
Upside Scenario If Automatic Call:
If the closing level of the Basket on the Review Date is greater than or equal to the Call Value, the notes will be automatically called and
investors will receive on the Call Settlement Date the $1,000 principal amount plus the Call Premium Amount of at least $90.00. No
further payments will be made on the notes.
• Assuming a hypothetical Call Premium Amount of $90.00, if the closing level of the Basket increases 30.00% as of the Review
Date, the notes will be automatically called and investors will receive a return equal to 9.00%, or $1,090.00 per $1,000 principal
amount note.
Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the Final Basket Value is greater than the Initial Basket Value, investors will receive
at maturity the $1,000 principal amount plus a return equal to the Basket Return times the Upside Leverage Factor of 2.15.
• If the notes have not been automatically called and the closing level of the Basket increases 5.00%, investors will receive at
maturity a return equal to 10.75%, or $1,107.50 per $1,000 principal amount note.
Par Scenario:
If the notes have not been automatically called and the Final Basket Value is equal to the Initial Basket Value or is less than the Initial
Basket Value but greater than or equal to the Barrier Amount of 65.00% of the Initial Basket Value, investors will receive at maturity the
principal amount of their notes.
Downside Scenario:
If the notes have not been automatically called and the Final Basket Value is less than the Barrier Amount of 65.00% of the Initial
Basket Value, investors will lose 1% of the principal amount of their notes for every 1% that the Final Basket Value is less than the
Initial Basket Value.
• For example, if the notes have not been automatically called and the closing level of the Basket declines 60.00%, investors will
lose 60.00% of their principal amount and receive only $400.00 per $1,000 principal amount note at maturity.
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 Basket Value is
less than the Barrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final Basket Value is less
than the Initial Basket Value. Accordingly, under these circumstances, you will lose more than 35.00% 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
PS-5 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
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.
• IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of the Basket, which may be significant. In addition, if the notes are automatically called, you will
not benefit from the Upside Leverage Factor that applies to the payment at maturity if the Final Basket Value is greater than the
Initial Basket Value. Because the Upside Leverage Factor does not apply to the payment upon an automatic call, the payment
upon an automatic call may be significantly less than the payment at maturity for the same level of appreciation in the Basket.
• THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE -
If the Final Basket Value is less than the 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 Basket.
• 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.
• CORRELATION (OR LACK OF CORRELATION) OF THE UNDERLYINGS -
The notes are linked to an unequally weighted Basket composed of four Underlyings. Because the S&P 500® Index makes up
40.00% of the Basket, we expect that generally the market value of your notes and your payment at maturity will depend to a
greater extent on the performance of the S&P 500® Index. In calculating the Final Basket Value, an increase in the value of one of
the Underlyings may be moderated, or more than offset, by lesser increases or declines in the values of the other Underlyings. In
addition, high correlation of movements in the values of the Underlyings during periods of negative returns among the Underlyings
could have an adverse effect on the payment at maturity on the notes.
• YOU WILL NOT RECEIVE DIVIDENDS ON EITHER FUND OR THE SECURITIES INCLUDED IN OR HELD BY THE S&P 500®
INDEX OR EITHER FUND OR HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THOSE SECURITIES.
• YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE E-MINI® RUSSELL 2000® FUTURES CONTRACTS (THE
"UNDERLYING FUTURES CONTRACTS") OR THE SECURITIES INCLUDED IN THE INDEX UNDERLYING THE
UNDERLYING FUTURES CONTRACTS.
• THE RISK OF THE CLOSING LEVEL OF THE BASKET FALLING BELOW THE BARRIER AMOUNT IS GREATER IF THE
LEVEL OF THE BASKET 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
PS-6 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
• 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 Amount.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our
obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See "The
Estimated Value of the Notes" in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• 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,
PS-7 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
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 level of the Basket. 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 Basket
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the S&P 500® Index.
• AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX, THE INDEX UNDERLYING THE UNDERLYING FUTURES CONTRACTS -
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.
• THE RUSSELL 2000® FUTURES EXCESS RETURN INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH THE
UNDERLYING FUTURES CONTRACTS -
The Russell 2000® Futures Excess Return Index tracks the excess return of the Underlying Futures Contracts. The price of an
Underlying Futures Contract depends not only on the level of the underlying index referenced by the Underlying Futures Contract,
but also on a range of other factors, including but not limited to the performance and volatility of the U.S. stock market, corporate
earnings reports, geopolitical events, governmental and regulatory policies and the policies of the Chicago Mercantile Exchange
(the "Exchange") on which the Underlying Futures Contracts trade. In addition, the futures markets are subject to temporary
distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators
and government regulation and intervention. These factors and others can cause the prices of the Underlying Futures Contracts to
be volatile and could adversely affect the level of the Russell 2000® Futures Excess Return Index and any payments on, and the
value of, your notes.
• SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE UNDERLYING FUTURES CONTRACTS MAY ADVERSELY
AFFECT THE VALUE OF YOUR NOTES -
Futures markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, the
participation of speculators, and government regulation and intervention. In addition, futures exchanges generally have regulations
that limit the amount of the Underlying Futures Contract price fluctuations that may occur in a single day. These limits are
generally referred to as "daily price fluctuation limits" and the maximum or minimum price of a contract on any given day as a result
of those limits is referred to as a "limit price." Once the limit price has been reached in a particular contract, no trades may be
made at a price beyond the limit, or trading may be limited for a set period of time. Limit prices have the effect of precluding trading
in a particular contract or forcing the liquidation of contracts at potentially disadvantageous times or prices. These circumstances
could delay the calculation of the level of the Russell 2000® Futures Excess Return Index and could adversely affect the level of
the Russell 2000® Futures Excess Return Index and any payments on, and the value of, your notes.
• THE PERFORMANCE OF THE RUSSELL 2000® FUTURES EXCESS RETURN INDEX WILL DIFFER FROM THE
PERFORMANCE OF THE INDEX UNDERLYING THE UNDERLYING FUTURES CONTRACTS -
A variety of factors can lead to a disparity between the performance of a futures contract on an equity index and the performance
of that equity index, including the expected dividend yields of the equity securities included in that equity index, an implicit financing
cost associated with futures contracts and policies of the exchange on which the futures contracts are traded, such as margin
PS-8 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
requirements. Thus, a decline in expected dividends yields or an increase in margin requirements may adversely affect the
performance of the Russell 2000® Futures Excess Return Index. In addition, the implicit financing cost will negatively affect the
performance of the Russell 2000® Futures Excess Return Index, with a greater negative effect when market interest rates are
higher. During periods of high market interest rates, the Russell 2000® Futures Excess Return Index is likely to underperform the
equity index underlying the Underlying Futures Contracts, perhaps significantly.
• NEGATIVE ROLL RETURNS ASSOCIATED WITH THE UNDERLYING FUTURES CONTRACTS MAY ADVERSELY AFFECT
THE LEVEL OF THE RUSSELL 2000® FUTURES EXCESS RETURN INDEX AND THE VALUE OF THE NOTES -
The Russell 2000® Futures Excess Return Index tracks the excess return of the Underlying Futures Contracts. Unlike common
equity securities, futures contracts, by their terms, have stated expirations. As the exchange-traded Underlying Futures Contracts
approach expiration, they are replaced by contracts of the same series that have a later expiration. For example, an Underlying
Futures Contract notionally purchased and held in June may specify a September expiration date. As time passes, the contract
expiring in September is replaced by a contract for delivery in December. This is accomplished by notionally selling the September
contract and notionally purchasing the December contract. This process is referred to as "rolling." Excluding other considerations,
if prices are higher in the distant delivery months than in the nearer delivery months, the notional purchase of the December
contract would take place at a price that is higher than the price of the September contract, thereby creating a negative "roll return."
Negative roll returns adversely affect the returns of the Underlying Futures Contracts and, therefore, the level of the Russell 2000®
Futures Excess Return Index and any payments on, and the value of, the notes. Because of the potential effects of negative roll
returns, it is possible for the level of the Russell 2000® Futures Excess Return Index to decrease significantly over time, even when
the levels of the underlying index referenced by the Underlying Futures Contracts are stable or increasing.
• HYPOTHETICAL BACK-TESTED DATA RELATING TO THE RUSSELL 2000® FUTURES EXCESS RETURN INDEX DO NOT
REPRESENT ACTUAL HISTORICAL DATA AND ARE SUBJECT TO INHERENT LIMITATIONS -
The hypothetical back-tested performance of the Russell 2000® Futures Excess Return Index set forth under "The Basket" in this
pricing supplement is purely theoretical and does not represent the actual historical performance of the Russell 2000® Futures
Excess Return Index and has not been verified by an independent third party. Hypothetical back-tested performance measures
have inherent limitations. Alternative modelling techniques might produce significantly different results and may prove to be more
appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative of future results. This type
of information has inherent limitations and you should carefully consider these limitations before placing reliance on such
information. Hypothetical back-tested performance is derived by means of the retroactive application of a back-tested model that
has been designed with the benefit of hindsight.
• 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 Basket" 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.
PS-9 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE FUNDS -
The equity securities held by the Funds have been issued by non-U.S. companies. Investments in securities linked to the value of
such non-U.S. equity securities involve risks associated with the home countries and/or the securities markets in the home
countries of the issuers of those non-U.S. equity securities. Also, there is generally less publicly available information about
companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the
SEC.
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUNDS -
Because the prices of the non-U.S. equity securities held by each Fund are converted into U.S. dollars for purposes of calculating
the net asset value of that Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the
currencies in which the non-U.S. equity securities held by that Fund trade. With respect to each Fund, your net exposure will
depend on the extent to which those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity
securities held by that Fund denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar
strengthens against those currencies, the price of the relevant Fund will be adversely affected and any payment on the notes may
be reduced.
• EMERGING MARKETS RISK WITH RESPECT TO THE iSHARES® MSCI EMERGING MARKETS ETF -
The equity securities held by the iShares® MSCI Emerging Markets ETF have been issued by non-U.S. companies located in
emerging markets countries. Countries with emerging markets may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The economies of countries with emerging markets may be based on
only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and
volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
• RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE iSHARES® MSCI EMERGING
MARKETS ETF -
Pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in, or possession of, publicly traded
securities of certain companies that are determined to be linked to the People's Republic of China military, intelligence and security
apparatus, or securities that are derivative of, or are designed to provide investment exposure to, those securities. The sponsor of
the Underlying Index for the iShares® MSCI Emerging Markets ETF has recently removed the equity securities of a small number
of companies from that Underlying Index in response to these executive orders and, as a result, these stocks have also been
removed from the iShares® MSCI Emerging Markets ETF. If the issuer of any of the equity securities held by the iShares® MSCI
Emerging Markets ETF is in the future designated as such a prohibited company, the value of that company may be adversely
affected, perhaps significantly, which would adversely affect the performance of the iShares® MSCI Emerging Markets ETF. In
addition, under these circumstances, each of the sponsor of the Underlying Index for the iShares® MSCI Emerging Markets ETF
and the iShares® MSCI Emerging Markets ETF is expected to remove the equity securities of that company from that Underlying
Index and the iShares® MSCI Emerging Markets ETF, respectively. Any changes to the composition of the iShares® MSCI
Emerging Markets ETF in response to these executive orders could adversely affect the performance of the iShares® MSCI
Emerging Markets ETF.
• 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.
• OTHER KEY RISKS:
o THE RUSSELL 2000® FUTURES EXCESS RETURN INDEX, WHICH WAS ESTABLISHED ON MAY 20, 2024, HAS LIMITED
OPERATING HISTORY AND MAY PERFORM IN UNANTICIPATED WAYS.
o THE RUSSELL 2000® FUTURES EXCESS RETURN INDEX COMPRISES NOTIONAL ASSETS AND LIABILITIES. THERE
IS NO ACTUAL PORTFOLIO OF ASSETS TO WHICH ANY PERSON IS ENTITLED OR IN WHICH ANY PERSON HAS ANY
OWNERSHIP INTEREST.
PS-10 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
The Basket
The return on the notes is linked to an unequally weighted basket consisting of the S&P 500® Index, the Russell 2000® Futures Excess
Return Index, the iShares® MSCI EAFE ETF and the iShares® MSCI Emerging Markets ETF. Because the S&P 500® Index makes up
40.00% of the Basket, we expect that generally the market value of your notes and your payment at maturity will depend to a greater
extent on the performance of the S&P 500® Index.
The S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for the large market
capitalization segment of the U.S. equity markets. For additional information about the S&P 500® Index, see "Equity Index Descriptions
- The S&P U.S. Indices" in the accompanying underlying supplement.
The Russell 2000® Futures Excess Return Index measures the performance of the nearest maturing quarterly E-mini® Russell 2000®
futures contracts (Symbol: RTY) (the "Underlying Futures Contracts") trading on the Chicago Mercantile Exchange. E-mini® Russell
2000® futures contracts are U.S. dollar-denominated futures contracts based on the Russell 2000® Index. The Russell 2000® 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
Russell 2000® 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 Russell 2000® Futures Excess Return Index, see "Equity Futures Index Descriptions - The Russell
2000® Futures Excess Return Index" in the accompanying underlying supplement.
The iShares® MSCI EAFE ETF is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the
investment results, before fees and expenses, of an index composed of large- and mid-capitalization developed market equities,
excluding the United States and Canada, which we refer to as the Underlying Index with respect to the iShares® MSCI EAFE ETF. The
Underlying Index with respect to the iShares® MSCI EAFE ETF is currently the MSCI EAFE® Index. The MSCI EAFE® Index is a free
float-adjusted market capitalization index that is designed to measure the equity market performance of the large- and mid-cap
segments of certain developed markets, excluding the United States and Canada. For additional information about the iShares® MSCI
EAFE ETF, see "Fund Descriptions - The iShares® ETFs" in the accompanying underlying supplement.
The iShares® MSCI Emerging Markets ETF is an exchange-traded fund of iShares®, Inc., a registered investment company, that seeks
to track the investment results, before fees and expenses, of an index composed of large- and mid-capitalization emerging market
equities, which we refer to as the Underlying Index with respect to the iShares® MSCI Emerging Markets ETF. The Underlying Index
with respect to the iShares® MSCI Emerging Markets ETF is currently the MSCI Emerging Markets Index. The MSCI Emerging
Markets Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of the
large- and mid-cap segments of global emerging markets. For additional information about the iShares® MSCI Emerging Markets ETF,
see "Fund Descriptions - The iShares® ETFs" in the accompanying underlying supplement.
Hypothetical Back-Tested Data and Historical Information
The following graphs set forth the historical performance of the Basket as a whole, as well as (i) the historical performance of each of
the S&P 500® Index and the Funds based on the weekly historical closing values of each of the S&P 500® Index and the Funds from
January 8, 2021 through June 18, 2026 and (ii) the hypothetical back-tested performance of the Russell 2000® Futures Excess Return
Index based on the weekly hypothetical back-tested closing values of the Russell 2000® Futures Excess Return Index from January 8,
2021 through May 17, 2024 and the historical performance of the Russell 2000® Futures Excess Return Index based on the weekly
historical closing values of the Russell 2000® Futures Excess Return Index from May 24, 2024 through June 18, 2026. The graph of
the historical performance of the Basket assumes that the closing level of the Basket on January 8, 2021 was 100 and that the weights
of the Underlyings were as specified under "Key Terms - Basket" in this pricing supplement on that date. The Russell 2000® Futures
Excess Return Index was established on May 20, 2024, as represented by the vertical line in the following graph. All data to the left of
that vertical line reflect hypothetical back-tested performance of the Russell 2000® Futures Excess Return Index. All data to the right of
that vertical line reflect actual historical performance of the Russell 2000® Futures Excess Return Index. The closing value of the S&P
500® Index on June 23, 2026 was 7,365.46. The closing value of the Russell 2000® Futures Excess Return Index on June 23, 2026
was 399.38. The closing value of the iShares® MSCI EAFE ETF on June 23, 2026 was $102.46. The closing value of the iShares®
MSCI Emerging Markets ETF on June 23, 2026 was $67.17. 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 data for the hypothetical back-tested performance of the Russell 2000® Futures Excess Return Index set forth below are purely
theoretical and do not represent the actual historical performance of the Russell 2000® Futures Excess Return Index. See "Selected
PS-11 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
Risk Considerations - Risks Relating to the Basket - Hypothetical Back-Tested Data Relating to the Russell 2000® Futures Excess
Return Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations" above.
The historical closing levels of the Basket, the hypothetical back-tested closing values of the Russell 2000® Futures Excess Return
Index and 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 level of the Basket on the Review Date or the Observation Date or the closing values of the
Underlyings on the Pricing Date, the Review Date or the Observation Date. There can be no assurance that the performance of the
Basket will result in the return of any of your principal amount.
PS-12 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
The hypothetical back-tested closing values of the Russell 2000® Futures Excess Return Index have inherent limitations and have not
been verified by an independent third party. These hypothetical back-tested closing values are determined by means of a retroactive
application of a back-tested model designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a
guarantee of future returns. No representation is made that an investment in the notes will or is likely to achieve returns similar to those
shown. Alternative modeling techniques or assumptions would produce different hypothetical back-tested closing values of the Russell
2000® Futures Excess Return Index that might prove to be more appropriate and that might differ significantly from the hypothetical
back-tested closing values of the Russell 2000® Futures Excess Return Index set forth above.
PS-13 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets 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, subject to the possible application of the "constructive
ownership" rules, 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. The notes could be treated as "constructive ownership
transactions" within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-term capital gain and that was in excess of the "net underlying long-term capital gain" (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a
constant yield over your holding period for the notes. Our special tax counsel has not expressed an opinion with respect to whether the
constructive ownership rules apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the potential
application of the constructive ownership rules.
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income
or loss on your 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 described above. 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 the
potential application of the constructive ownership rules, 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
PS-14 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
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
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
PS-15 | Structured Investments
Auto Callable Accelerated Barrier Notes Linked to an Unequally Weighted
Basket Consisting of the S&P 500® Index, the Russell 2000® Futures
Excess Return Index, the iShares® MSCI EAFE ETF and the iShares®
MSCI Emerging Markets ETF
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 "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-return profile
of the notes and "The Basket" in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement 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.
JPMorgan Chase & Co. published this content on June 25, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 25, 2026 at 13:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]