JPMorgan Chase & Co.
03/04/2026 | Press release | Distributed by Public on 03/04/2026 05:03
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 March 3, 2026
March , 2026 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023,
the prospectus and prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR®
Gold Trust and the VanEck® Semiconductor ETF due March
11, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the
closing price of one share of each of the SPDR® Gold Trust and the VanEck® Semiconductor ETF, which we refer to as
the Funds, is at or above its Call Value.
• The earliest date on which an automatic call may be initiated is March 11, 2027.
• Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing a significant
portion or all of their principal amount at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the 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 March 6, 2026 and are expected to settle on or about March 11, 2026.
• CUSIP: 46660MHP3
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-6 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $41.25 per
$1,000 principal amount note. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $893.70 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 $880.00 per $1,000 principal amount note. See "The Estimated Value of the Notes" in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor 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 SPDR® Gold Trust (Bloomberg ticker: GLD) and the
VanEck® Semiconductor ETF (Bloomberg ticker: SMH)
Call Premium Amount: The Call Premium Amount with respect to
each Review Date is set forth below:
• first Review Date:
at least 13.25000% × $1,000
• second Review Date:
at least 14.35417% × $1,000
• third Review Date:
at least 15.45833% × $1,000
• fourth Review Date:
at least 16.56250% × $1,000
• fifth Review Date:
at least 17.66667% × $1,000
• sixth Review Date:
at least 18.77083% × $1,000
• seventh Review Date:
at least 19.87500% × $1,000
• eighth Review Date:
at least 20.97917% × $1,000
• ninth Review Date:
at least 22.08333% × $1,000
• tenth Review Date:
at least 23.18750% × $1,000
• eleventh Review Date:
at least 24.29167% × $1,000
• twelfth Review Date:
at least 25.39583% × $1,000
• thirteenth Review Date:
at least 26.50000% × $1,000
• fourteenth Review Date:
at least 27.60417% × $1,000
• fifteenth Review Date:
at least 28.70833% × $1,000
• sixteenth Review Date:
at least 29.81250% × $1,000
• seventeenth Review Date:
at least 30.91667% × $1,000
• eighteenth Review Date:
at least 32.02083% × $1,000
• nineteenth Review Date:
at least 33.12500% × $1,000
• twentieth Review Date:
at least 34.22917% × $1,000
• twenty-first Review Date:
at least 35.33333% × $1,000
• twenty-second Review Date:
at least 36.43750% × $1,000
• twenty-third Review Date:
at least 37.54167% × $1,000
• twenty-fourth Review Date:
at least 38.64583% × $1,000
• twenty-fifth Review Date:
at least 39.75000% × $1,000
• twenty-sixth Review Date:
at least 40.85417% × $1,000
• twenty-seventh Review Date:
at least 41.95833% × $1,000
• twenty-eighth Review Date:
at least 43.06250% × $1,000
• twenty-ninth Review Date:
at least 44.16667% × $1,000
• thirtieth Review Date:
at least 45.27083% × $1,000
• thirty-first Review Date:
at least 46.37500% × $1,000
• thirty-second Review Date:
at least 47.47917% × $1,000
• thirty-third Review Date:
at least 48.58333% × $1,000
• thirty-fourth Review Date:
at least 49.68750% × $1,000
• thirty-fifth Review Date:
at least 50.79167% × $1,000
• thirty-sixth Review Date:
at least 51.89583% × $1,000
• thirty-seventh Review Date:
at least 53.00000% × $1,000
• thirty-eighth Review Date:
at least 54.10417% × $1,000
• thirty-ninth Review Date:
at least 55.20833% × $1,000
• fortieth Review Date:
at least 56.31250% × $1,000
• forty-first Review Date:
at least 57.41667% × $1,000
• forty-second Review Date:
at least 58.52083% × $1,000
• forty-third Review Date:
at least 59.62500% × $1,000
• forty-fourth Review Date:
at least 60.72917% × $1,000
• forty-fifth Review Date:
at least 61.83333% × $1,000
• forty-sixth Review Date:
at least 62.93750% × $1,000
• forty-seventh Review Date:
at least 64.04167% × $1,000
• forty-eighth Review Date:
at least 65.14583% × $1,000
• final Review Date:
at least 66.25000% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: With respect to each Fund, 100.00% of its Initial Value
Barrier Amount: With respect to each Fund, 50.00% of its Initial
Value
Pricing Date: On or about March 6, 2026
Original Issue Date (Settlement Date): On or about March 11, 2026
Review Dates*: March 11, 2027, April 6, 2027, May 6, 2027, June 7,
2027, July 6, 2027, August 6, 2027, September 7, 2027, October 6,
2027, November 8, 2027, December 6, 2027, January 6, 2028,
February 7, 2028, March 6, 2028, April 6, 2028, May 8, 2028, June 6,
2028, July 6, 2028, August 7, 2028, September 6, 2028, October 6,
2028, November 6, 2028, December 6, 2028, January 8, 2029,
February 6, 2029, March 6, 2029, April 6, 2029, May 7, 2029, June 6,
2029, July 6, 2029, August 6, 2029, September 6, 2029, October 8,
2029, November 6, 2029, December 6, 2029, January 7, 2030,
February 6, 2030, March 6, 2030, April 8, 2030, May 6, 2030, June 6,
2030, July 8, 2030, August 6, 2030, September 6, 2030, October 7,
2030, November 6, 2030, December 6, 2030, January 6, 2031,
February 6, 2031 and March 6, 2031 (final Review Date)
Call Settlement Dates*: March 16, 2027, April 9, 2027, May 11, 2027,
June 10, 2027, July 9, 2027, August 11, 2027, September 10, 2027,
October 12, 2027, November 12, 2027, December 9, 2027, January
11, 2028, February 10, 2028, March 9, 2028, April 11, 2028, May 11,
2028, June 9, 2028, July 11, 2028, August 10, 2028, September 11,
2028, October 12, 2028, November 9, 2028, December 11, 2028,
January 11, 2029, February 9, 2029, March 9, 2029, April 11, 2029,
May 10, 2029, June 11, 2029, July 11, 2029, August 9, 2029,
September 11, 2029, October 11, 2029, November 9, 2029,
December 11, 2029, January 10, 2030, February 11, 2030, March 11,
2030, April 11, 2030, May 9, 2030, June 11, 2030, July 11, 2030,
August 9, 2030, September 11, 2030, October 10, 2030, November
12, 2030, December 11, 2030, January 9, 2031, February 11, 2031
and the Maturity Date
Maturity Date*: March 11, 2031
Automatic Call:
If the closing price of one share of each Fund on any Review Date is
greater than or equal to its Call Value, the notes will be automatically
called for a cash payment, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b) the Call Premium Amount applicable to
that Review Date, payable on the applicable Call Settlement Date. No
further payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final Value of
each Fund is greater than or equal to its Barrier Amount, you will
receive the principal amount of your notes at maturity.
If the notes have not been automatically called and the Final Value of
either 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 × Lesser Performing Fund Return)
If the notes have not been automatically called and the Final Value of
either Fund is less than its Barrier Amount, you will lose more than
50.00% of your principal amount at maturity and could lose all of your
principal amount at maturity.
Lesser Performing Fund: The Fund with the Lesser Performing Fund
Return
Lesser Performing Fund Return: The lower 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 final Review 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.
* 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
PS-2 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
Supplemental Terms of the Notes
The notes are not commodity futures contracts or swaps and are not regulated under the Commodity Exchange Act, as
amended (the "Commodity Exchange Act"). The notes are offered pursuant to an exemption from regulation under the Commodity
Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments
indexed to the value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are not
afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading
Commission.
Any values of the Funds, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment upon an Automatic Call
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date.
No further payments will be made on the notes.
Review Dates Preceding the Final Review Date
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Call Value.
The closing price of one
share of either Fund is
less than its Call Value.
Call
Value
Compare the closing price of one share of each Fund to its Call Value on each Review Date until any earlier automatic call.
The notes will not be automatically called. Proceed to the next Review Date, if any.
No Automatic Call
PS-3 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
Payment at Maturity If the Notes Have Not Been Automatically Called
Call Premium Amount
The table below illustrates the hypothetical Call Premium Amount per $1,000 principal amount note for each Review Date based on the
minimum Call Premium Amounts set forth under "Key Terms - Call Premium Amount" above. The actual Call Premium Amounts will
be provided in the pricing supplement and will not be less than the minimum Call Premium Amounts set forth under "Key Terms - Call
Premium Amount."
Review Date
Call Premium Amount
First
$132.5000
Second
$143.5417
Third
$154.5833
Fourth
$165.6250
Fifth
$176.6667
Sixth
$187.7083
Seventh
$198.7500
Eighth
$209.7917
Ninth
$220.8333
Tenth
$231.8750
Eleventh
$242.9167
Twelfth
$253.9583
Thirteenth
$265.0000
Fourteenth
$276.0417
Fifteenth
$287.0833
Sixteenth
$298.1250
Seventeenth
$309.1667
Eighteenth
$320.2083
Nineteenth
$331.2500
Twentieth
$342.2917
Twenty-First
$353.3333
Twenty-Second
$364.3750
Twenty-Third
$375.4167
Twenty-Fourth
$386.4583
Twenty-Fifth
$397.5000
Twenty-Sixth
$408.5417
Twenty-Seventh
$419.5833
Twenty-Eight
$430.6250
Twenty-Ninth
$441.6667
Review Dates
You will receive the principal amount
of your notes.
The notes have not
been automatically
called. Proceed to the
payment at maturity
Final Review Date Payment at Maturity
You will receive:
$1,000 + ($1,000 ×Lesser Performing
Fund Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of each Fund is greater than or
equal to its Barrier Amount.
The Final Value of either Fund is less than its
Barrier Amount.
PS-4 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
Thirtieth
$452.7083
Thirty-First
$463.7500
Thirty-Second
$474.7917
Thirty-Third
$485.8333
Thirty-Fourth
$496.8750
Thirty-Fifth
$507.9167
Thirty-Sixth
$518.9583
Thirty-Seventh
$530.0000
Thirty-Eighth
$541.0417
Thirty-Ninth
$552.0833
Fortieth
$563.1250
Forty-First
$574.1667
Forty-Second
$585.2083
Forty-Third
$596.2500
Forty-Fourth
$607.2917
Forty-Fifth
$618.3333
Forty-Sixth
$629.3750
Forty-Seventh
$640.4167
Forty-Eighth
$651.4583
Final
$662.5000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Funds, assuming a range of performances for the
hypothetical Lesser Performing Fund on the Review Dates. Solely for purposes of this section, the Lesser Performing Fund with
respect to each Review Date is the lesser performing of the Funds determined based on the closing price of one share of each
Fund on that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
• an Initial Value for each Fund of $100.00;
• a Call Value for each Fund of $100.00 (equal to 100.00% of its hypothetical Initial Value);
• a Barrier Amount for each Fund of $50.00 (equal to 50.00% of its hypothetical Initial Value); and
• the Call Premium Amounts are equal to the minimum Call Premium Amounts set forth under "Key Terms - Call Premium Amount"
above.
The hypothetical Initial Value of each Fund of $100.00 has been chosen for illustrative purposes only and may not represent a likely
actual Initial Value of either 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 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 first Review Date.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$105.00
Notes are automatically called
Total Payment
$1,132.50 (13.25% return)
Because the closing price of one share of each Fund on the first Review Date is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,132.50 (or $1,000 plus the Call Premium Amount
applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
PS-5 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
Example 2 - Notes are automatically called on the final Review Date.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Forty-
Eighth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$150.00
Notes are automatically called
Total Payment
$1,662.50 (66.25% return)
Because the closing price of one share of each Fund on the final Review Date is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,662.50 (or $1,000 plus the Call Premium Amount
applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
Example 3 - Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is greater than or
equal to its Barrier Amount.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Forty-
Eighth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$80.00
Notes NOT automatically called; Final Value of Lesser
Performing Fund is greater than or equal to Barrier Amount
Total Payment
$1,000.00 (0.00% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Fund is greater than or equal to its
Barrier Amount, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
Example 4 - Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is less than its
Barrier Amount.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$70.00
Notes NOT automatically called
Third Review through
Forty-Eighth Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$40.00
Notes NOT automatically called; Final Value of Lesser
Performing Fund is less than Barrier Amount
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value of the Lesser Performing Fund is less than its Barrier Amount
and the Lesser Performing Fund Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note,
calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
PS-6 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
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 and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of either
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
Lesser Performing Fund is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 50.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
• 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 OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations 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 a key 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 the accompanying prospectus addendum.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of either Fund, which may be significant. You will not participate in any appreciation of either Fund.
• 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 either of the Funds over the term of the notes may result in the notes not being
automatically called on a Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by
positive performance by the other Fund.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
• THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE -
If the Final Value of either Fund is less than its Barrier Amount and the notes have not been automatically called, the benefit
provided by the Barrier Amount will terminate and you will be fully exposed to any depreciation of the Lesser Performing Fund.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT RECEIVE DIVIDENDS ON THE VANECK® SEMICONDUCTOR ETF OR THE SECURITIES HELD BY THE
VANECK® SEMICONDUCTOR ETF OR HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THE SECURITIES OR
COMMODITIES HELD BY EITHER FUND.
PS-7 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
• 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.
• LACK OF LIQUIDITY -
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
• THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Call Premium Amounts.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
In addition, the benchmark price of the SPDR® Gold Trust's Underlying Commodity (as defined under "The Funds" below) is
administered by the London Bullion Market Association ("LBMA") or an independent service provider appointed by the LBMA, and
we are, or one of our affiliates is, a price participant that contributes to the determination of that price. Furthermore, our affiliate is
the custodian of the SPDR® Gold Trust. We and our affiliates will have no obligation to consider your interests as a holder of the
notes in taking any actions in connection with our roles as a price participant and a custodian that might affect the SPDR® Gold
Trust or the notes.
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 and the estimated cost of hedging
our obligations under the notes. 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.
PS-8 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
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 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. 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 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.
Risks Relating to the Funds
• THE SPDR® GOLD TRUST IS NOT AN INVESTMENT COMPANY OR COMMODITY POOL AND WILL NOT BE SUBJECT TO
REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE ACT
-
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
• 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 COMMODITY OR
UNDERLYING INDEX, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE -
The SPDR® Gold Trust does not fully replicate the performance of its Underlying Commodity (as defined under "The Funds" below)
due to the fees and expenses charged by the SPDR® Gold Trust or by restrictions on access to the relevant Underlying Commodity
due to other circumstances. The SPDR® Gold Trust does not generate any income, and as the SPDR® Gold Trust regularly sells
its Underlying Commodity to pay for ongoing expenses, the amount of its Underlying Commodity represented by each share
gradually declines over time. The SPDR® Gold Trust sells its Underlying Commodity to pay expenses on an ongoing basis
irrespective of whether the trading price of the shares rises or falls in response to changes in the price of its Underlying
Commodity. The sale by the SPDR® Gold Trust of its Underlying Commodity to pay expenses at a time of low prices for its
Underlying Commodity could adversely affect the value of the notes. Additionally, there is a risk that part or all of the SPDR® Gold
Trust's holdings in its Underlying Commodity could be lost, damaged or stolen. Access to the SPDR® Gold Trust's Underlying
Commodity could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of
these factors may lead to a lack of correlation between the performance of the SPDR® Gold Trust and its Underlying Commodity.
In addition, because the shares of the SPDR® Gold Trust are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of the SPDR® Gold Trust may differ from the net asset value per share of the
SPDR® Gold Trust.
In addition, the VanEck® Semiconductor ETF does not fully replicate its Underlying Index and may hold securities different from
those included in its Underlying Index. In addition, the performance of the VanEck® Semiconductor ETF 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 the VanEck® Semiconductor ETF and its Underlying Index. In addition, corporate actions
with respect to the equity securities underlying the VanEck® Semiconductor ETF (such as mergers and spin-offs) may impact the
variance between the performance of the VanEck® Semiconductor ETF and its Underlying Index. Finally, because the shares of
the VanEck® Semiconductor ETF are traded on a securities exchange and are subject to market supply and investor demand, the
market value of one share of that Fund may differ from the net asset value per share of that Fund.
PS-9 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
During periods of market volatility, the Underlying Commodity of the SPDR® Gold Trust or securities underlying the VanEck®
Semiconductor ETF may be unavailable in the secondary market, market participants may be unable to calculate accurately the
net asset value per share of a Fund and the liquidity of a Fund may be adversely affected. This kind of market volatility may also
disrupt the ability of market participants to create and redeem shares of a Fund. Further, market volatility may adversely affect,
sometimes materially, the prices at which market participants are willing to buy and sell shares of a Fund. As a result, under these
circumstances, the market value of shares of a Fund may vary substantially from the net asset value per share of that Fund. For
all of the foregoing reasons, the performance of each Fund may not correlate with the performance of its Underlying Commodity or
Underlying Index, as applicable, 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.
• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH GOLD WITH RESPECT TO THE SPDR® GOLD TRUST -
The investment objective of the SPDR® Gold Trust is to reflect the performance of the price of gold bullion, less the expenses of
the SPDR® Gold Trust's operations. The price of gold is primarily affected by the global demand for and supply of gold. The
market for gold bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected
by numerous factors, including macroeconomic factors, such as the structure of and confidence in the global monetary system,
expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which
the price of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial,
political, regulatory, judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry
demand as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental
agencies and multilateral institutions that hold gold. Additionally, gold prices may be affected by levels of gold production,
production costs and short-term changes in supply and demand due to trading activities in the gold market. From time to time,
above-ground inventories of gold may also influence the market. It is not possible to predict the aggregate effect of all or any
combination of these factors. The price of gold has recently been, and may continue to be, extremely volatile.
• THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE SPDR® GOLD TRUST
-
The investment objective of the SPDR® Gold Trust is to reflect the performance of the price of gold bullion, less the expenses of
SPDR® Gold Trust's operations. The price of gold is determined by the LBMA or an independent service provider appointed by the
LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the
LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated
entity. If the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or any
other form of regulation currently not in place, the role of the LBMA gold price as a global benchmark for the value of gold may be
adversely affected. The LBMA is a principals' market, which operates in a manner more closely analogous to an over-the-counter
physical commodity market than regulated futures markets, and certain features of U.S. futures contracts are not present in the
context of LBMA trading. For example, there are no daily price limits on the LBMA which would otherwise restrict fluctuations in
the prices of LBMA contracts. In a declining market, it is possible that prices would continue to decline without limitation within a
trading day or over a period of trading days. The LBMA may alter, discontinue or suspend calculation or dissemination of the
LBMA gold price, which could adversely affect the value of the notes. The LBMA, or an independent service provider appointed by
the LBMA, will have no obligation to consider your interests in calculating or revising the LBMA gold price.
• SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY -
The SPDR® Gold Trust is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity
index. The SPDR® Gold Trust's Underlying Commodity may not correlate to the price of commodities generally and may diverge
significantly from the prices of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes
linked to the prices of more commodities or a broad-based commodity index.
• THERE ARE RISKS ASSOCIATED WITH THE VANECK® SEMICONDUCTOR ETF -
The VanEck® Semiconductor ETF is subject to management risk, which is the risk that the investment strategies of the VanEck®
Semiconductor ETF'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 VanEck® Semiconductor ETF
and, consequently, the value of the notes.
• RISKS ASSOCIATED WITH THE SEMICONDUCTOR INDUSTRY WITH RESPECT TO THE VANECK® SEMICONDUCTOR ETF
-
All or substantially all of the equity securities held by the VanEck® Semiconductor ETF are issued by companies whose primary
line of business is directly associated with the semiconductor industry. As a result, the value of the notes may be subject to greater
PS-10 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a
different investment linked to securities of a more broadly diversified group of issuers. Competitive pressures may have a
significant effect on the financial condition of companies in the semiconductor industry. As product cycles shorten and
manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing, which hampers
profitability. Semiconductor companies are vulnerable to wide fluctuations in securities prices due to rapid product obsolescence.
Many semiconductor companies may not successfully introduce new products, develop and maintain a loyal customer base or
achieve general market acceptance for their products, and failure to do so could have a material adverse effect on their business,
results of operations and financial condition. Reduced demand for end-user products, underutilization of manufacturing capacity,
and other factors could adversely impact the operating results of companies in the semiconductor industry. Semiconductor
companies typically face high capital costs and these companies may need additional financing, which may be difficult to obtain.
They also may be subject to risks relating to research and development costs and the availability and price of components.
Moreover, they may be heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of
those rights. Some of the companies involved in the semiconductor sector are also engaged in other lines of business unrelated to
the semiconductor business, and they may experience problems with these lines of business, which could adversely affect their
operating results. The international operations of many semiconductor companies expose them to risks associated with instability
and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations, tariffs and trade
disputes, competition from subsidized foreign competitors with lower production costs and other risks inherent to international
business. The semiconductor industry is highly cyclical, which may cause the operating results of many semiconductor companies
to vary significantly. Companies in the semiconductor industry also may be subject to competition from new market entrants. The
stock prices of companies in the semiconductor industry have been and will likely continue to be extremely volatile compared to the
overall market. These factors could affect the semiconductor industry and could affect the value of the equity securities held by the
VanEck® Semiconductor ETF and the price of the VanEck® Semiconductor ETF during the term of the notes, which may adversely
affect the value of your notes.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK® SEMICONDUCTOR ETF -
Some of the equity securities held by the VanEck® Semiconductor ETF have been issued by non-U.S. companies. Investments in
securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of
those non-U.S. equity securities.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
PS-11 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
The Funds
The SPDR® Gold Trust is an investment trust sponsored by World Gold Trust Services, LLC. The investment objective of the SPDR®
Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the expenses of the SPDR® Gold Trust's
operations. The SPDR® Gold Trust holds gold bars. We refer to gold as the Underlying Commodity with respect to the SPDR® Gold
Trust. For additional information about the SPDR® Gold Trust, see "Fund Descriptions - The SPDR® Gold Trust" in the accompanying
underlying supplement.
The VanEck® Semiconductor ETF is an exchange-traded fund of VanEck® ETF Trust, a registered investment company, that seeks to
replicate as closely as possible, before fees and expenses, the price and yield performance of the MVIS® US Listed Semiconductor 25
Index, which we refer to as the Underlying Index with respect to the VanEck® Semiconductor ETF. The MVIS® US Listed
Semiconductor 25 Index is designed to track the performance of the largest and most liquid U.S. exchange-listed companies that derive
at least 50% (25% for current components) of their revenues from semiconductors. For additional information about the VanEck®
Semiconductor ETF, see "Fund Descriptions - The VanEck® 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 February 27, 2026. The closing price of one share of the SPDR® Gold Trust on March 2,
2026 was $490.00. The closing price of one share of the VanEck® Semiconductor ETF on March 2, 2026 was $406.39. 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 either Fund on the Pricing Date or any Review Date. There can be no assurance
that the performance of the Funds will result in the return of any of your principal amount.
PS-12 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. 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 "Material U.S. Federal Income Tax
Consequences - Tax Consequences to U.S. Holders - Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assuming this treatment is respected, subject to the possible application of the "constructive
ownership" rules, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than
a year, whether or not you are an initial purchaser of notes at the issue price. The notes could be treated as "constructive ownership
transactions" within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-term capital gain and that was in excess of the "net underlying long-term capital gain" (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a
constant yield over your holding period for the notes. In addition, long-term capital gain that you would otherwise recognize in respect
of your notes up to the amount of the "net underlying long-term capital gain" could, if you are an individual or other non-corporate
investor, be subject to tax at the higher rates applicable to "collectibles" instead of the general rates that apply to long-term capital gain.
Our special tax counsel has not expressed an opinion with respect to whether the constructive ownership rules apply to the notes.
Accordingly, U.S. Holders should consult their tax advisers regarding the potential application of the constructive ownership rules.
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income
or loss on your notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice
requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice
focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the
relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the constructive ownership regime described above. While the notice requests comments on
appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these
issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the
potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
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
PS-13 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. 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 and our internal secondary market funding rates
for structured debt issuances. 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
PS-14 | Structured Investments
Review Notes Linked to the Lesser Performing of the SPDR® Gold Trust
and the VanEck® Semiconductor ETF
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 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.
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, the accompanying prospectus
addendum 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 and in Annex A to the accompanying prospectus addendum, 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. 4-I dated April 13, 2023:
• Underlying supplement no. 1-I dated April 13, 2023:
• Prospectus supplement and prospectus, each dated April 13, 2023:
• Prospectus addendum dated June 3, 2024:
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 March 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 04, 2026 at 11:07 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]