JPMorgan Chase & Co.
05/19/2026 | Press release | Distributed by Public on 05/19/2026 07:52
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 May 18, 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, the prospectus and
prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Digital Barrier Notes Linked to the Least Performing of
the State Street® Financial Select Sector SPDR® ETF,
the State Street® Health Care Select Sector SPDR®
ETF and the State Street® Materials Select Sector
SPDR® ETF due June 25, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek a fixed return of at least 9.85% at maturity if the Final Value of the least
performing of the State Street® Financial Select Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR®
ETF and the State Street® Materials Select Sector SPDR® ETF, which we refer to as the Funds, is greater than or equal to
70.00% of its Initial Value, which we refer to as a Barrier Amount.
● Investors should be willing to forgo interest and dividend payments and be willing to lose some 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 Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
● Minimum denominations of $1,000 and integral multiples thereof
● The notes are expected to price on or about May 22, 2026 and are expected to settle on or about May 28, 2026.
● CUSIP: 46661AB90
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-3 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 $5.00 per $1,000 principal
amount note. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $978.70 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement and
will not be less than $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
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The State Street® Financial Select Sector SPDR®
ETF (Bloomberg ticker: XLF), the State Street® Health Care
Select Sector SPDR® ETF (Bloomberg ticker: XLV) and the
State Street® Materials Select Sector SPDR® ETF
(Bloomberg ticker: XLB) (each a "Fund" and collectively, the
"Funds")
Contingent Digital Return: At least 9.85% (to be provided
in the pricing supplement)
Barrier Amount: With respect to each Fund, 70.00% of its
Initial Value
Pricing Date: On or about May 22, 2026
Original Issue Date (Settlement Date): On or about May
28, 2026
Observation Date*: June 22, 2027
Maturity Date*: June 25, 2027
* Subject to postponement in the event of a market
disruption event 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 - We May
Accelerate Your Notes If an Acceleration Event Occurs" in
this pricing supplement
Payment at Maturity:
If the Final Value of each Fund is greater than or equal to its
Barrier Amount, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 + ($1,000 × Contingent Digital Return)
If the Final Value of any Fund 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 Fund Return)
If the Final Value of any Fund is less than its Barrier
Amount, you will lose more than 30.00% of your principal
amount at maturity and could lose all of your principal
amount at maturity.
Least Performing Fund: The Fund with the Least
Performing Fund Return
Least Performing Fund Return: The lowest of the Fund
Returns of the Funds
Fund Return: With respect to each Fund,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price
of one share of that Fund on the Pricing Date
Final Value: With respect to each Fund, the closing price of
one share of that Fund on the Observation Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to
1.0 on the 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
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to three hypothetical
Funds. 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:
● an Initial Value for the Least Performing Fund of $100.00;
● a Contingent Digital Return of 9.85%; and
● a Barrier Amount for the Least Performing Fund of $70.00 (equal to 70.00% of its hypothetical Initial Value).
The hypothetical Initial Value of the Least Performing Fund of $100.00 has been chosen for illustrative purposes only and may not
represent a likely actual Initial Value of any Fund. The actual Initial Value of each Fund will be the closing price of one share of that
Fund on the Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing prices of one
share of each Fund, please see the historical information set forth under "The Funds" in this pricing supplement.
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 and
graph have been rounded for ease of analysis.
Final Value of the
Least Performing
Fund
Least Performing
Fund Return
Total Return on the Notes
Payment at Maturity
$180.00
80.00%
9.85%
$1,098.50
$165.00
65.00%
9.85%
$1,098.50
$150.00
50.00%
9.85%
$1,098.50
$140.00
40.00%
9.85%
$1,098.50
$130.00
30.00%
9.85%
$1,098.50
$120.00
20.00%
9.85%
$1,098.50
$110.00
10.00%
9.85%
$1,098.50
$109.85
9.85%
9.85%
$1,098.50
$105.00
5.00%
9.85%
$1,098.50
$101.00
1.00%
9.85%
$1,098.50
$100.00
0.00%
9.85%
$1,098.50
$95.00
-5.00%
9.85%
$1,098.50
$90.00
-10.00%
9.85%
$1,098.50
$80.00
-20.00%
9.85%
$1,098.50
$70.00
-30.00%
9.85%
$1,098.50
$69.99
-30.01%
-30.01%
$699.90
$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-3| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
The following graph demonstrates the hypothetical payments at maturity on the notes for a sub-set of Least Performing Fund Returns
detailed in the table above (-40% to 40%). There can be no assurance that the performance of the Least Performing Fund will result in
the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If the Final Value of each Fund is greater than or equal to its Barrier Amount of 70.00% of its Initial Value, investors will receive at
maturity the $1,000 principal amount plus a fixed return equal to the Contingent Digital Return of at least 9.85%, which reflects the
maximum return at maturity.
● Assuming a hypothetical Contingent Digital Return of 9.85%, if the closing price of one share of the Least Performing Fund
increases 5.00%, investors will receive at maturity a 9.85% return, or $1,098.50 per $1,000 principal amount note.
● Assuming a hypothetical Contingent Digital Return of 9.85%, if the closing price of one share of the Least Performing Fund
increases 50.00%, investors will receive at maturity a 9.85% return, or $1,098.50 per $1,000 principal amount note.
● Assuming a hypothetical Contingent Digital Return of 9.85%, if the closing price of one share of the Least Performing Fund
decreases 10.00%, investors will receive at maturity a 9.85% return, or $1,098.50 per $1,000 principal amount note.
Downside Scenario:
If the Final Value of any Fund is less than its Barrier Amount of 70.00% of its Initial Value, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value of the Least Performing Fund is less than its Initial Value.
● For example, if the closing price of one share of the Least Performing Fund 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.
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.
● YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. If the Final Value of any Fund 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 Fund is less than its Initial Value.
Accordingly, under these circumstances, you will lose more than 30.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
● YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE CONTINGENT DIGITAL RETURN,
regardless of any appreciation of any Fund, which may be significant.
PS-4| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
● YOUR ABILITY TO RECEIVE THE CONTINGENT DIGITAL RETURN MAY TERMINATE ON THE OBSERVATION DATE -
If the Final Value of any Fund is less than its Barrier Amount, you will not be entitled to receive the Contingent Digital Return at
maturity. Under these circumstances, you will lose more than 30.00% of your principal amount at maturity and could lose all of your
principal amount at maturity.
● 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.
● 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.
● JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE STATE STREET® FINANCIAL
SELECT SECTOR SPDR® ETF AND ITS UNDERLYING INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the price of one share of the State Street® Financial Select Sector SPDR® ETF or the level of its Underlying Index (as defined
under "The Funds" below).
● THERE ARE RISKS ASSOCIATED WITH THE FUNDS -
The Funds are subject to management risk, which is the risk that the investment strategies of the applicable Fund's investment
adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These constraints
could adversely affect the market prices of the shares of the Funds and, consequently, the value of the notes.
● THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND'S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE -
Each Fund does not fully replicate its Underlying Index (as defined under "The Funds" below) and may hold securities different
from those included in its Underlying Index. In addition, the performance of each Fund will reflect additional transaction costs and
fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between
the performance of each Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying each 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
each 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-5| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
● RISKS ASSOCIATED WITH THE FINANCIAL SECTOR WITH RESPECT TO THE STATE STREET® FINANCIAL SELECT
SECTOR SPDR® ETF -
All or substantially all of the equity securities held by the State Street® Financial Select Sector SPDR® ETF are issued by
companies whose primary line of business is directly associated with the financial 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. Financial services companies
are subject to extensive government regulation, which may limit both the amounts and types of loans and other financial
commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge
and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can
fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets
generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money
markets generally, thereby affecting a wide range of financial institutions and markets. Certain events in the financial sector may
cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services
companies to incur large losses. Securities of financial services companies may experience a dramatic decline in value when these
companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance of
debt or equity securities), or cease operations. Credit losses resulting from financial difficulties of borrowers and financial losses
associated with investment activities can negatively impact the financial sector. Insurance companies may be subject to severe
price competition. Adverse economic, business or political developments could adversely affect financial institutions engaged in
mortgage finance or other lending or investing activities directly or indirectly connected to the value of real estate. These factors
could affect the financial sector and could affect the value of the equity securities held by the State Street® Financial Select Sector
SPDR® ETF and the price of the State Street® Financial Select Sector SPDR® ETF during the term of the notes, which may
adversely affect the value of your notes.
● RISKS ASSOCIATED WITH THE HEALTH CARE SECTOR WITH RESPECT TO THE STATE STREET® HEALTH CARE
SELECT SECTOR SPDR® ETF -
All or substantially all of the equity securities held by the State Street® Health Care Select Sector SPDR® ETF are issued by
companies whose primary line of business is directly associated with the health care 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. Companies in the health care
sector are subject to extensive government regulation and their profitability can be significantly affected by restrictions on
government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure (including price
discounting), limited product lines and an increased emphasis on the delivery of healthcare through outpatient services.
Companies in the health care sector are heavily dependent on obtaining and defending patents, which may be time consuming and
costly, and the expiration of patents may also adversely affect the profitability of these companies. Health care companies are also
subject to extensive litigation based on product liability and similar claims. In addition, their products can become obsolete due to
industry innovation, changes in technologies or other market developments. Many new products in the health care sector require
significant research and development and may be subject to regulatory approvals, all of which may be time consuming and costly
with no guarantee that any product will come to market. These factors could affect the health care sector and could affect the value
of the equity securities held by the State Street® Health Care Select Sector SPDR® ETF and the price of the State Street® Health
Care Select Sector SPDR® ETF during the term of the notes, which may adversely affect the value of your notes.
● RISKS ASSOCIATED WITH THE MATERIALS SECTOR WITH RESPECT TO THE STATE STREET® MATERIALS SELECT
SECTOR SPDR® ETF -
All or substantially all of the equity securities held by the State Street® Materials Select Sector SPDR® ETF are issued by
companies whose primary line of business is directly associated with the materials 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. Many materials companies are
significantly affected by the level and volatility of commodity prices, exchange rates, import controls, worldwide competition,
environmental policies and consumer demand. At times, worldwide production of industrial materials has exceeded demand as a
result of over-building or economic downturns, leading to poor investment returns or losses. Other risks may include liabilities for
environmental damage and general civil liabilities, depletion of resources and mandated expenditures for safety and pollution
control. The materials sector may also be affected by economic cycles, technical progress, labor relations and government
regulations. These factors could affect the materials sector and could affect the value of the equity securities held by the State
Street® Materials Select Sector SPDR® ETF and the price of the State Street® Materials Select Sector SPDR® ETF during the term
of the notes, which may adversely affect the value of your notes.
● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND -
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by any of the Funds over the term of the notes may negatively affect your payment at maturity
and will not be offset or mitigated by positive performance by any other Fund.
● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.
● THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE -
If the Final Value of any Fund is less than its Barrier Amount, the benefit provided by the Barrier Amount will terminate and you will
be fully exposed to any depreciation of the Least Performing Fund.
● THE NOTES DO NOT PAY INTEREST.
● YOU WILL NOT RECEIVE DIVIDENDS ON ANY FUND OR THE SECURITIES HELD BY ANY FUND OR HAVE ANY RIGHTS
WITH RESPECT TO ANY FUND OR THOSE SECURITIES.
PS-6| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® 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.
● THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF
THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
● WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS -
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see "The Underlyings - Funds - Discontinuation or Modification of a Fund" in the accompanying product
supplement for more information.
● LACK OF LIQUIDITY -
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
● THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Contingent Digital Return.
● 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, and 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.
PS-7| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
● SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the prices of one share of the Funds. Additionally, independent pricing vendors and/or third party broker-dealers may
publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or
lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk
Factors - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the
notes will be impacted by many economic and market factors" in the accompanying product supplement.
The Funds
The State Street® Financial Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a registered
investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield
performance of publicly traded equity securities of companies in the Financial Select Sector Index, which we refer to as the Underlying
Index with respect to the State Street® Financial Select Sector SPDR® ETF. The Financial Select Sector Index is a capped modified
market capitalization-weighted index that measures the performance of the GICS® financials sector of the S&P 500® Index, which
currently includes companies in the following industries: banks; financial services; consumer finance; capital markets; mortgage real
estate investment trusts (REITs); and insurance. For additional information about the State Street® Financial Select Sector SPDR® ETF,
see "Fund Descriptions - The State Street® Select Sector SPDR® ETFs" in the accompanying underlying supplement.
The State Street® Health Care Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a registered
investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield
performance of publicly traded equity securities of companies in the Health Care Select Sector Index, which we refer to as the
Underlying Index with respect to the State Street® Health Care Select Sector SPDR® ETF. The Health Care Select Sector Index is a
capped modified market capitalization-weighted index that measures the performance of the GICS® health care sector of the S&P 500®
Index, which currently includes companies in the following industries: health care equipment and supplies; health care providers and
services; health care technology; biotechnology; pharmaceuticals; and life sciences tools and services. For additional information about
the State Street® Health Care Select Sector SPDR® ETF, see "Fund Descriptions - The State Street® Select Sector SPDR® ETFs" in
the accompanying underlying supplement.
The State Street® Materials Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a registered
investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield
performance of publicly traded equity securities of companies in the Materials Select Sector Index, which we refer to as the Underlying
Index with respect to the State Street® Materials Select Sector SPDR® ETF. The Materials Select Sector Index is a capped modified
market capitalization-weighted index that measures the performance of the GICS® materials sector of the S&P 500® Index, which
currently includes companies in the following industries: construction materials; containers and packaging; metals and mining; and
paper and forest products. For additional information about the State Street® Materials Select Sector SPDR® ETF, see "Fund
Descriptions - The State Street® Select Sector SPDR® ETFs" in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through May 15, 2026. The closing price of one share of the State Street® Financial Select Sector
SPDR® ETF on May 15, 2026 was $51.10. The closing price of one share of the State Street® Health Care Select Sector SPDR® ETF
on May 15, 2026 was $145.10. The closing price of one share of the State Street® Materials Select Sector SPDR® ETF on May 15,
2026 was $50.30. We obtained the closing prices above and below from the Bloomberg Professional® service ("Bloomberg"), without
independent verification. The closing prices above and below may have been adjusted by Bloomberg for actions taken by the Funds,
such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of any Fund on the Pricing Date or the Observation Date. There can be no assurance
that the performance of the Funds will result in the return of any of your principal amount.
PS-8| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
Historical Performance of the State Street® Financial Select Sector SPDR® ETF
Source: Bloomberg
Historical Performance of the State Street® Health Care Select Sector SPDR® ETF
Source: Bloomberg
PS-9| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
Historical Performance of the State Street® Materials Select Sector SPDR® ETF
Source: Bloomberg
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.
PS-10| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
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 - 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
- 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 -
The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than
the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
PS-11| Structured Investments
Digital Barrier Notes Linked to the Least Performing of the State Street® Financial Select
Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State
Street® Materials Select Sector SPDR® ETF
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 Funds" in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes and 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 May 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 19, 2026 at 13:52 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]