JPMorgan Chase & Co.
06/10/2026 | Press release | Distributed by Public on 06/10/2026 10:57
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 10, 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 and the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Micron Technology, Inc.,
the Class A Common Stock of Strategy Inc and the Class A
Common Stock of AST SpaceMobile, Inc. due July 1, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for
which the closing price of one share of each of the Reference Stocks is greater than or equal to 70.00% of its Initial
Value, which we refer to as an Interest Barrier.
• The notes will be automatically called if the closing price of one share of each Reference Stock on any Review Date
(other than the first through eleventh and final Review Dates) is greater than or equal to its Initial Value.
• The earliest date on which an automatic call may be initiated is June 28, 2027.
• Investors should be willing to accept the risk that no Contingent Interest Payment may be made with respect to some or
all Review Dates, while seeking full repayment of principal at maturity.
• Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked
to the performance of each of the Reference Stocks individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about June 26, 2026 and are expected to settle on or about July 1, 2026.
• CUSIP: 46661AWY2
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, "Risk Factors" beginning on page PS-12 of the accompanying product supplement and
"Selected Risk Considerations" beginning on page PS-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
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 $8.00 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 $910.00 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
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks: As specified under "Key Terms Relating to
the Reference Stocks" in this pricing supplement
Contingent Interest Payments: If the notes have not been
automatically called and the closing price of one share of each
Reference Stock on any Review Date is greater than or equal to
its Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to at least $14.5833
(equivalent to a Contingent Interest Rate of at least 17.50% per
annum, payable at a rate of at least 1.45833% per month) (to
be provided in the pricing supplement).
If the closing price of one share of any Reference Stock on any
Review Date is less than its Interest Barrier, no Contingent
Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate: At least 17.50% per annum, payable
at a rate of at least 1.45833% per month (to be provided in the
pricing supplement)
Interest Barrier: With respect to each Reference Stock,
70.00% of its Initial Value, as specified under "Key Terms
Relating to the Reference Stocks" in this pricing supplement
Pricing Date: On or about June 26, 2026
Original Issue Date (Settlement Date): On or about July 1,
2026
Review Dates*: July 27, 2026, August 26, 2026, September 28,
2026, October 26, 2026, November 27, 2026, December 28,
2026, January 26, 2027, February 26, 2027, March 29, 2027,
April 26, 2027, May 26, 2027, June 28, 2027, July 26, 2027,
August 26, 2027, September 27, 2027, October 26, 2027,
November 26, 2027, December 27, 2027, January 26, 2028,
February 28, 2028, March 27, 2028, April 26, 2028, May 26,
2028, June 26, 2028, July 26, 2028, August 28, 2028,
September 26, 2028, October 26, 2028, November 27, 2028,
December 26, 2028, January 26, 2029, February 26, 2029,
March 26, 2029, April 26, 2029, May 29, 2029, June 26, 2029,
July 26, 2029, August 27, 2029, September 26, 2029, October
26, 2029, November 26, 2029, December 26, 2029, January 28,
2030, February 26, 2030, March 26, 2030, April 26, 2030, May
28, 2030, June 26, 2030, July 26, 2030, August 26, 2030,
September 26, 2030, October 28, 2030, November 26, 2030,
December 26, 2030, January 27, 2031, February 26, 2031,
March 26, 2031, April 28, 2031, May 27, 2031 and June 26,
2031 (final Review Date)
Interest Payment Dates*: July 30, 2026, August 31, 2026,
October 1, 2026, October 29, 2026, December 2, 2026,
December 31, 2026, January 29, 2027, March 3, 2027, April 1,
2027, April 29, 2027, June 1, 2027 July 1, 2027, July 29, 2027,
August 31, 2027, September 30, 2027, October 29, 2027,
December 1, 2027, December 30, 2027, January 31, 2028,
March 2, 2028, March 30, 2028, May 1, 2028, June 1, 2028,
June 29, 2028, July 31, 2028, August 31, 2028, September 29,
2028, October 31, 2028, November 30, 2028, December 29,
2028, January 31, 2029, March 1, 2029, March 29, 2029, May
1, 2029, June 1, 2029, June 29, 2029, July 31, 2029, August
30, 2029, October 1, 2029, October 31, 2029, November 29,
2029, December 31, 2029, January 31, 2030, March 1, 2030,
March 29, 2030, May 1, 2030, May 31, 2030, July 1, 2030, July
31, 2030, August 29, 2030, October 1, 2030, October 31, 2030,
December 2, 2030, December 31, 2030, January 30, 2031,
March 3, 2031, March 31, 2031, May 1, 2031, May 30, 2031
and the Maturity Date
Maturity Date*: July 1, 2031
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first through eleventh and final
Review Dates), the first Interest Payment Date immediately
following that Review Date
* 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 price of one share of each Reference Stock on
any Review Date (other than the first through eleventh and final
Review Dates) is greater than or equal to its Initial 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
Contingent Interest Payment applicable to that Review Date,
payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called, you will receive
a cash payment at maturity, for each $1,000 principal amount
note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment, if any, applicable to the final Review Date.
You are entitled to repayment of principal in full at maturity,
subject to the credit risks of JPMorgan Financial and JPMorgan
Chase & Co.
Least Performing Reference Stock: The Reference Stock
with the Least Performing Stock Return
Least Performing Stock Return: The lowest of the Stock
Returns of the Reference Stocks
Stock Return:
With respect to each Reference Stock,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date,
as specified under "Key Terms Relating to the Reference
Stocks" in this pricing supplement
Final Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the final Review
Date
Stock Adjustment Factor: With respect to each Reference
Stock, the Stock Adjustment Factor is referenced in determining
the closing price of one share of that Reference Stock and is set
equal to 1.0 on the Pricing Date. The Stock Adjustment Factor
of each Reference Stock is subject to adjustment upon the
occurrence of certain corporate events affecting that Reference
Stock. See "The Underlyings - Reference Stocks - Anti-
Dilution Adjustments" and "The Underlyings - Reference
Stocks - Reorganization Events" in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
Key Terms Relating to the Reference Stocks
Reference Stock
Bloomberg
Ticker Symbol
Initial Value
Interest Barrier
Common stock of Micron Technology, Inc., par value $0.10 per share
MU
$
$
Class A Common stock of Strategy Inc, par value $0.001 per share
MSTR
$
$
Class A common stock of AST SpaceMobile, Inc., par value $0.0001 per share
ASTS
$
$
How the Notes Work
Payments in Connection with the First through Eleventh Review Dates
Payments in Connection with Review Dates (Other than the First through Eleventh and Final Review Dates)
The closing price of one share of each Reference
Stock is greater than or equal to its Interest Barrier.
The closing price of one share of any Reference Stock
is less than its Interest Barrier.
First through Eleventh Review Dates
Compare the closing price of one share of each Reference Stock to its Interest Barrier on each Review Date.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Review Date.
Proceed to the next Review Date.
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date.
No further payments will be made on the notes.
Review Dates (Other than the First through Eleventh and Final Review Dates)
Automatic Call
The closing price of one
share of each Reference
Stock is greater than or
equal to its Initial Value.
The closing price of one
share of any Reference
Stock is less than its
Initial Value.
Initial
Value
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Review Date.
The closing price of one
share of each Reference
Stock is greater than or
equal to its Interest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable Review Date.
Proceed to the next Review Date.
The closing price of one
share of any Reference
Stock is less than its Interest
Barrier.
Compare the closing price of one share of each Reference Stock to its Initial Value and its Interest Barrier on each Review Date
until the final Review Date or any earlier automatic call.
PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
Payment at Maturity If the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notes based on a hypothetical Contingent Interest Rate of 17.00% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least 17.00% per annum (payable at a rate of 1.45833% per month).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
60
$875.0000
59
$860.4167
58
$845.8333
57
$831.2500
56
$816.6667
55
$802.0833
54
$787.5000
53
$772.9167
52
$758.3333
51
$743.7500
50
$729.1667
49
$714.5833
48
$700.0000
47
$685.4167
46
$670.8333
45
$656.2500
44
$641.6667
43
$627.0833
42
$612.5000
41
$597.9167
40
$583.3333
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the Contingent Interest Payment, if any, applicable to the final
Review Date.
The notes are not
automatically called.
Proceed to maturity
Payment at Maturity
PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
39
$568.7500
38
$554.1667
37
$539.5833
36
$525.0000
35
$510.4167
34
$495.8333
33
$481.2500
32
$466.6667
31
$452.0833
30
$437.5000
29
$422.9167
28
$408.3333
27
$393.7500
26
$379.1667
25
$364.5833
24
$350.0000
23
$335.4167
22
$320.8333
21
$306.2500
20
$291.6667
19
$277.0833
18
$262.5000
17
$247.9167
16
$233.3333
15
$218.7500
14
$204.1667
13
$189.5833
12
$175.0000
11
$160.4167
10
$145.8333
9
$131.2500
8
$116.6667
7
$102.0833
6
$87.5000
5
$72.9167
4
$58.3333
3
$43.7500
2
$29.1667
1
$14.5833
0
$0.0000
PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Reference Stocks, assuming a range of
performances for the hypothetical Least Performing Reference Stock on the Review Dates. Solely for purposes of this section, the
Least Performing Reference Stock with respect to each Review Date is the least performing of the Reference Stocks
determined based on the closing price of one share of each Reference Stock on that Review Date compared with its Initial
Value.
The hypothetical payments set forth below assume the following:
• an Initial Value for each Reference Stock of $100.00;
• an Interest Barrier for each Reference Stock of $70.00 (equal to 70.00% of its hypothetical Initial Value); and
• a Contingent Interest Rate of 17.50% per annum.
The hypothetical Initial Value of each Reference Stock of $100.00 has been chosen for illustrative purposes only and may not represent
a likely actual Initial Value of any Reference Stock. The actual Initial Value of each Reference Stock will be the closing price of one
share of that Reference Stock on the Pricing Date and will be provided in the pricing supplement. For historical data regarding the
actual closing prices of one share of each Reference Stock, please see the historical information set forth under "The Reference
Stocks" in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 - Notes are automatically called on the fourth Review Date.
Date
Closing Price of One Share of
Least Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$105.00
$14.5833
Second Review Date
$110.00
$14.5833
Third through Eleventh
Review Dates
Greater than Initial Value
$14.5833
Twelfth Review Date
$110.00
$1,014.5833
Total Payment
$1,175.00 (17.50% return)
Because the closing price of one share of each Reference Stock on the twelfth Review Date is greater than or equal to its Initial Value,
the notes will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,014.5833 (or $1,000 plus the
Contingent Interest Payment applicable to the twelfth Review Date), payable on the applicable Call Settlement Date. The notes are not
automatically callable before the twelfth Review Date, even though the closing price of one share of each Reference Stock on each of
the first through eleventh Review Dates is greater than its Initial Value. When added to the Contingent Interest Payments received with
respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,175.00. No further payments will
be made on the notes.
Example 2 - Notes have NOT been automatically called and the Final Value of the Least Performing Reference Stock is
greater than or equal to its Interest Barrier.
Date
Closing Price of One Share of
Least Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$95.00
$14.5833
Second Review Date
$85.00
$14.5833
Third through Fifty-Ninth
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,014.5833
Total Payment
$1,043.75 (4.375% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Reference Stock is greater than or
equal to its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,014.5833 (or $1,000 plus the
PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with
respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,043.75.
Example 3 - Notes have NOT been automatically called and the Final Value of the Least Performing Reference Stock is less
than its Interest Barrier.
Date
Closing Price of One Share of
Least Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Fifty-Ninth
Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$1,000.00
Total Payment
$1,000.00 (0.00% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Reference Stock is less than its
Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT AT MATURITY -
If the notes have not been automatically called, you will receive only the principal amount of your notes (plus the Contingent
Interest Payment, if any, applicable to the final Review Date) at maturity, and you will not be compensated for any loss in value due
to inflation and other factors relating to the value of money over time.
• THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closing price of one share of each Reference Stock on that Review Date is greater than or equal to its Interest Barrier. If the
closing price of one share of any Reference Stock on that Review Date is less than its Interest Barrier, no Contingent Interest
Payment will be made with respect to that Review Date. Accordingly, if the closing price of one share of any Reference Stock on
each Review Date is less than its Interest Barrier, you will not receive any interest payments over the term of the notes.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS -
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
information, see "Risk Factors - Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution" in the accompanying prospectus supplement.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of any Reference Stock, which may be significant. You will not participate in any appreciation of any
Reference Stock.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK -
Payments on the notes are not linked to a basket composed of the Reference Stocks and are contingent upon the performance of
each individual Reference Stock. Poor performance by any of the Reference Stocks over the term of the notes may result in the
notes not being automatically called on a Review Date and may negatively affect whether you will receive a Contingent Interest
Payment on any Interest Payment Date and will not be offset or mitigated by positive performance by any other Reference Stock.
• WHETHER A CONTINGENT INTEREST PAYMENT WILL BE PAYABLE AND WHETHER THE NOTES WILL BE
AUTOMATICALLY CALLED WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year and you will not
receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able
to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate 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.
• YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY
REFERENCE STOCK.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST
BARRIER IS GREATER IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS -
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Reference Stock is no longer listed or admitted to
trading on its relevant exchange and the calculation agent determines, in its sole discretion, that no Replacement Reference Stock
(as defined in the accompanying product supplement) is available. If the payment on your notes is accelerated, your investment
may result in a loss, and you may not be able to reinvest your money in a comparable investment. Please see "The Underlyings -
Reference Stocks - Delisting of a Reference Stock or Nationalization of a Reference Stock Issuer" in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY -
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
• THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Contingent Interest Rate.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
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,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, estimated hedging
costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue
price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market
transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged
a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic
platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the prices of one share of the Reference Stocks. Additionally, independent pricing vendors and/or third party broker-
dealers may publish a price for the notes, which may also be reflected on customer account statements. This price may be
different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary
market. See "Risk Factors - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary
market prices of the notes will be impacted by many economic and market factors" in the accompanying product supplement.
PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
Risks Relating to the Reference Stocks
• NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER -
We have not independently verified any of the information about any Reference Stock issuer contained in this pricing supplement.
You should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for any Reference
Stock issuer's public disclosure of information, whether contained in SEC filings or otherwise.
• THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make an adjustment in response to all events that could affect a Reference Stock. The calculation
agent may make adjustments in response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.
PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
The Reference Stocks
All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available
sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the
relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with
the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the
table below, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents
are accurate or complete. We obtained the closing prices below from the Bloomberg Professional® service ("Bloomberg") without
independent verification.
Reference Stock
Bloomberg Ticker
Symbol
Relevant
Exchange
SEC File
Number
Closing Price on
June 8, 2026
Common stock of Micron Technology, Inc., par
value $0.10 per share
MU
The Nasdaq Stock
Market
001-10658
$949.28
Class A common stock of Strategy Inc, par value
$0.001 per share
MSTR
The Nasdaq Stock
Market
001-42509
$127.20
Class A common stock of AST SpaceMobile, Inc.,
par value $0.0001 per share
ASTS
The Nasdaq Stock
Market
001-39040
$92.06
According to publicly available filings of the relevant Reference Stock issuer with the SEC:
• Micron Technology, Inc. designs, develops and manufactures memory and storage products.
• Strategy Inc is a Bitcoin development company that uses cash flows from its operating business as well as proceeds from
equity and debt financings to accumulate bitcoin, which serves as its primary treasury reserve asset, and provides AI-powered
enterprise analytics software.
• AST SpaceMobile, Inc. is building a space-based mobile broadband network to be accessible by smartphones for commercial
use, and other applications for government use.
Historical Information
The following graphs set forth the historical performance of each Reference Stock based on the weekly historical closing prices of one
share of that Reference Stock from January 8, 2021 through June 5, 2026. The closing prices above and below may have been
adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and
bankruptcy.
The historical closing prices of one share of each Reference Stock should not be taken as an indication of future performance, and no
assurance can be given as to the closing price of one share of any Reference Stock on the Pricing Date or any Review Date. There
can be no assurance that the performance of the Reference Stocks will result in the payment of any interest.
PS-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
Tax Treatment
There is uncertainty regarding the U.S. federal income tax consequences of an investment in the notes due to the lack of governing
authority. You should review carefully the section entitled "United States Federal Taxation," and in particular the subsection thereof
entitled "- Tax Consequences to U.S. Holders - Program Securities Treated as Debt Instruments - Program Securities Treated as
Contingent Payment Debt Instruments" in the accompanying prospectus supplement. Based on current market conditions, we intend to
treat the notes for U.S. federal income tax purposes as "contingent payment debt instruments." Assuming this treatment is respected,
as discussed in that subsection, unlike a traditional debt instrument that provides for periodic payments of interest at a single fixed rate,
with respect to which a cash-method investor generally recognizes income only upon receipt of stated interest, you generally will be
required to accrue original issue discount ("OID") on your notes in each taxable year at the "comparable yield," as determined by us,
subject to certain adjustments to reflect the difference between the actual and "projected" amounts of any payments you receive during
the year, with the result that your taxable income in any year may differ significantly from the Contingent Interest Payments, if any, you
receive in that year. Upon sale or exchange (including at maturity), you will recognize taxable income or loss equal to the difference
between the amount received from the sale or exchange and your adjusted basis in the note, which generally will equal the cost
thereof, increased by the amount of OID you have accrued in respect of the note (determined without regard to any of the adjustments
described above), and decreased by the amount of any projected payments in respect of the note through the date of the sale or
exchange. You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest
inclusions, and the balance as capital loss. The deductibility of capital losses is subject to limitations. You should consult your tax
adviser concerning the application of these rules. The discussions herein and in the accompanying prospectus supplement do not
address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. Purchasers who are
not initial purchasers of notes at their issue price should consult their tax advisers with respect to the tax consequences of an
investment in notes, including the treatment of the difference, if any, between the basis in their notes and the notes' adjusted issue
price.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The discussions in the preceding paragraphs, when read in combination with the section entitled "United States Federal Taxation" (and
in particular the subsection thereof entitled "- Tax Consequences to U.S. Holders - Program Securities Treated as Debt Instruments
- Program Securities Treated as Contingent Payment Debt Instruments") in the accompanying prospectus supplement, to the extent
they reflect statements of law, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax
consequences of owning and disposing of the notes.
Comparable Yield and Projected Payment Schedule
We will determine the comparable yield for the notes and will provide that comparable yield and the related projected payment schedule
(or information about how to obtain them) in the pricing supplement for the notes, which we will file with the SEC. Although it is not
entirely clear how the comparable yield and projected payment schedule should be determined when a debt instrument may be
redeemed by the issuer prior to maturity, we will determine the comparable yield based upon the term to maturity of the notes assuming
no early redemption occurs and a variety of other factors, including actual market conditions and our borrowing costs for debt
instruments of comparable maturities at the time of issuance. The comparable yield and projected payment schedule are
determined solely to calculate the amount on which you will be taxed with respect to the notes in each year and are neither a
prediction nor a guarantee of what the actual yield or timing of the payment or payments will be.
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
PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if
any, paid for third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be
influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in
a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or
unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See "Selected Risk Considerations
- Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - The Estimated Value of the Notes Will Be Lower
Than the Original Issue Price (Price to Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be impacted by many
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See "Selected Risk Considerations -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Reference Stocks" in this pricing supplement for a description of the market exposure provided by the
notes.
PS-14 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Micron Technology, Inc., the Class A Common Stock
of Strategy Inc and the Class A Common Stock of AST SpaceMobile, Inc.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement. This pricing supplement, together with the documents listed below, contains the
terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets,
brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the "Risk
Factors" sections of the accompanying prospectus supplement and the accompanying product supplement, as the notes involve risks
not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers
before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
• Product supplement no. 3-I dated April 17, 2026:
• Prospectus supplement and prospectus, each dated April 17, 2026:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.
JPMorgan Chase & Co. published this content on June 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 10, 2026 at 16:57 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]