JPMorgan Chase & Co.
05/04/2026 | Press release | Distributed by Public on 05/04/2026 11:45
Primary Offering Prospectus (Form 424B2)
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not
an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated May 4, 2026
May , 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 2-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and
the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM due May 29, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek an uncapped return of at least 1.75 times any appreciation of the
Bloomberg Commodity IndexSM at maturity.
• Investors should be willing to forgo interest payments and be willing to lose a significant portion or all of their principal
amount at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about May 26, 2026 and are expected to settle on or about May 29, 2026.
• CUSIP: 46660TPG9
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-11 of the accompanying product supplement and
"Selected Risk Considerations" beginning on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $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 $927.80 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
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The Bloomberg Commodity IndexSM (Bloomberg ticker:
BCOM)
Upside Leverage Factor: At least 1.75 (to be provided in the
pricing supplement)
Barrier Amount: 70.00% of the Initial Value
Pricing Date: On or about May 26, 2026
Original Issue Date (Settlement Date): On or about May 29,
2026
Observation Date*: May 26, 2031
Maturity Date*: May 29, 2031
* Subject to postponement in the event of a market disruption event
and as described under "General Terms of Notes - Postponement
of a Determination Date - Notes Linked to a Single Underlying -
Notes Linked to a Single Index" and "General Terms of Notes -
Postponement of a Payment Date" in the accompanying product
supplement or early acceleration in the event of a commodity
hedging disruption event as described under "General Terms of
Notes - Consequences of a Commodity Hedging Disruption Event"
in the accompanying product supplement and "Selected Risk
Considerations - Risks Relating to the Notes Generally - We May
Accelerate Your Notes If a Commodity Hedging Disruption Event
Occurs" in this pricing supplement
Payment at Maturity:
If the Final Value is greater than the Initial Value, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor)
If the Final Value is equal to the Initial Value or is less than the
Initial Value but greater than or equal to the Barrier Amount, you
will receive the principal amount of your notes at maturity.
If the Final Value is less than the Barrier Amount, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Index Return)
In no event, however, will the payment at maturity be less than
$0.
If the Final Value is less than the Barrier Amount, you will lose
more than 30.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Index Return:
(Final Value - Initial Value)
Initial Value
Initial Value: The closing level of the Index on the Pricing Date,
provided that if the Pricing Date is a Disrupted Day (as defined
in the accompanying product supplement), the Initial Value will
be the Adjusted Closing Level (as defined in the accompanying
product supplement) of the Index with respect to the Pricing
Date, in which case the Initial Value will not be determined for
up to five scheduled trading days after the Pricing Date. For
purposes of the proviso above, the Pricing Date is a
Determination Date (as defined in the accompanying product
supplement).
Final Value: The closing level of the Index on the Observation
Date
PS-2 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
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.
PS-3 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Index.
The "total return" as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the
payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume
the following:
• an Initial Value of 100.00;
• an Upside Leverage Factor of 1.75; and
• a Barrier Amount of 70.00 (equal to 70.00% of the hypothetical Initial Value).
The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial
Value. The actual Initial Value will be the closing level of the Index on the Pricing Date and will be provided in the pricing supplement.
For historical data regarding the actual closing levels of the Index, please see the historical information set forth under "The Index" in
this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Value
Index Return
Total Return on the Notes
Payment at Maturity
165.00
65.00%
113.75%
$2,137.50
150.00
50.00%
87.50%
$1,875.00
140.00
40.00%
70.00%
$1,700.00
130.00
30.00%
52.50%
$1,525.00
120.00
20.00%
35.00%
$1,350.00
110.00
10.00%
17.50%
$1,175.00
105.00
5.00%
8.75%
$1,087.50
101.00
1.00%
1.75%
$1,017.50
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
70.00
-30.00%
0.00%
$1,000.00
69.99
-30.01%
-30.01%
$699.90
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-4 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Index Returns. There can be no
assurance that the performance of the Index will result in the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the
Index Return times the Upside Leverage Factor of at least 1.75.
• Assuming a hypothetical Upside Leverage Factor of 1.75, if the closing level of the Index increases 10.00%, investors will receive
at maturity a return equal to 17.50%, or $1,175.00 per $1,000 principal amount note.
Par Scenario:
If the Final Value is equal to the Initial Value or is less than the Initial Value but greater than or equal to the Barrier Amount of 70.00% of
the Initial Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Barrier Amount of 70.00% of the Initial Value, investors will lose 1% of the principal amount of their
notes for every 1% that the Final Value is less than the Initial Value. In no event, however, will the payment at maturity be less than $0.
• For example, if the closing level of the Index declines 60.00%, investors will lose 60.00% of their principal amount and receive only
$400.00 per $1,000 principal amount note at maturity.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement.
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 Final Value is less than the Barrier Amount, you will lose 1% of the
principal amount of your notes for every 1% that the Final Value is less than the Initial Value. In no event, however, will the
payment at maturity be less than $0. Accordingly, under these circumstances, you will lose more than 30.00% of your principal
amount at maturity and could lose all of your principal amount at maturity.
PS-5 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS -
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see "Risk Factors - Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution" in the accompanying prospectus supplement.
• THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE -
If the Final Value is less than the Barrier Amount, the benefit provided by the Barrier Amount will terminate and you will be fully
exposed to any depreciation of the Index.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE COMMODITY FUTURES CONTRACTS UNDERLYING THE
INDEX.
• THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THE INDEX IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF A COMMODITY HEDGING DISRUPTION EVENT OCCURS -
Upon the occurrence of a commodity hedging disruption event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined in good faith and in a commercially reasonable manner by the
calculation agent. A commodity hedging disruption event means there is an occurrence of legal or regulatory changes that the
calculation agent determines have interfered with our or our affiliates' ability to hedge our obligations under the notes or for any
other reason we or our affiliates are unable to enter into or maintain hedge positions that the calculation agent deems necessary to
hedge our obligations under the notes. 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 "General Terms of Notes - Consequences of a
Commodity Hedging Disruption Event" 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
Upside Leverage Factor.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
PS-6 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
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 level of the Index. 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-7 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
Risks Relating to the Index
• COMMODITY FUTURES CONTRACTS ARE SUBJECT TO UNCERTAIN LEGAL AND REGULATORY REGIMES -
The commodity futures contracts that underlie the Index are subject to legal and regulatory regimes that may change in ways that
could adversely affect our ability to hedge our obligations under the notes and affect the level of the Index. Any future regulatory
changes may have a substantial adverse effect on the value of your notes. Additionally, in October 2020, the U.S. Commodity
Futures Trading Commission adopted rules to establish revised or new position limits on 25 agricultural, metals and energy
commodity derivatives contracts. The limits apply to a person's combined position in the specified 25 futures contracts and options
on futures ("core referenced futures contracts"), futures and options on futures directly or indirectly linked to the core referenced
futures contracts, and economically equivalent swaps. These rules came into effect on January 1, 2022 for covered futures and
options on futures contracts and on January 1, 2023 for covered swaps. The rules may reduce liquidity in the exchange-traded
market for those commodity-based futures contracts, which may, in turn, have an adverse effect on any payments on the notes.
Furthermore, we or our affiliates may be unable as a result of those restrictions to effect transactions necessary to hedge our
obligations under the notes resulting in a commodity hedging disruption event, in which case we may, in our sole and absolute
discretion, accelerate the payment on your notes. See "- Risks Relating to the Notes Generally - We May Accelerate Your
Notes If a Commodity Hedging Disruption Event Occurs" above.
• PRICES OF COMMODITY FUTURES CONTRACTS ARE CHARACTERIZED BY HIGH AND UNPREDICTABLE VOLATILITY,
WHICH COULD LEAD TO HIGH AND UNPREDICTABLE VOLATILITY IN THE INDEX -
Market prices of the commodity futures contracts included in the Index tend to be highly volatile and may fluctuate rapidly based on
numerous factors, including changes in supply and demand relationships, governmental programs and policies, national and
international monetary, trade, political and economic events, wars and acts of terror, changes in interest and exchange rates,
speculation and trading activities in commodities and related contracts, weather, and agricultural, trade, fiscal and exchange
control policies. The prices of commodities and commodity futures contracts are subject to variables that may be less significant to
the values of traditional securities, such as stocks and bonds. These variables may create additional investment risks that cause
the value of the notes to be more volatile than the values of traditional securities. As a general matter, the risk of low liquidity or
volatile pricing around the maturity date of a commodity futures contract is greater than in the case of other futures contracts
because (among other factors) a number of market participants take physical delivery of the underlying commodities. Many
commodities are also highly cyclical. The high volatility and cyclical nature of commodity markets may render such an investment
inappropriate as the focus of an investment portfolio.
• A DECISION BY AN EXCHANGE ON WHICH THE COMMODITY FUTURES CONTRACTS UNDERLYING THE INDEX ARE
TRADED TO INCREASE MARGIN REQUIREMENTS FOR THOSE FUTURES CONTRACTS MAY AFFECT THE LEVEL OF
THE INDEX -
If an exchange on which the commodity futures contracts underlying the Index are traded increases the amount of collateral
required to be posted to hold positions in those futures contracts (i.e., the margin requirements), market participants who are
unwilling or unable to post additional collateral may liquidate their positions, which may cause the level of the Index to decline
significantly.
• THE NOTES DO NOT OFFER DIRECT EXPOSURE TO COMMODITY SPOT PRICES -
The notes are linked to the Index, which tracks commodity futures contracts, not physical commodities (or their spot prices). The
price of a futures contract reflects the expected value of the commodity upon delivery in the future, whereas the spot price of a
commodity reflects the immediate delivery value of the commodity. A variety of factors can lead to a disparity between the
expected future price of a commodity and the spot price at a given point in time, such as the cost of storing the commodity for the
term of the futures contract, interest charges incurred to finance the purchase of the commodity and expectations concerning
supply and demand for the commodity. The price movements of a futures contract are typically correlated with the movements of
the spot price of the referenced commodity, but the correlation is generally imperfect and price movements in the spot market may
not be reflected in the futures market (and vice versa). Accordingly, the notes may underperform a similar investment that is linked
to commodity spot prices.
• HIGHER FUTURE PRICES OF THE COMMODITY FUTURES CONTRACTS UNDERLYING THE INDEX RELATIVE TO THE
CURRENT PRICES OF THOSE CONTRACTS MAY AFFECT THE LEVEL OF THE INDEX AND THE VALUE OF THE NOTES -
The Index is composed of futures contracts on physical commodities. Unlike equities, which typically entitle the holder to a
continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery of the underlying physical
commodity. As the exchange-traded futures contracts that compose the Index approach expiration, they are replaced by contracts
that have a later expiration. Thus, for example, a contract purchased and held in August may specify an October expiration. As
PS-8 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
time passes, the contract expiring in October is replaced with a contract for delivery in November. This process is referred to as
"rolling." If the market for these contracts is (putting aside other considerations) in "contango," where the prices are higher in the
distant delivery months than in the nearer delivery months, the purchase of the November contract would take place at a price that
is higher than the price of the October contract, thereby creating a negative "roll yield." Contango could adversely affect the level
of the Index and thus the value of notes linked to the Index. The futures contracts underlying the Index have historically been in
contango.
• SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE COMMODITY MARKETS AND RELATED FUTURES
MARKETS MAY ADVERSELY AFFECT THE LEVEL OF THE INDEX AND, THEREFORE, THE VALUE OF THE NOTES -
The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of
liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures
exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices that may
occur during a single day. These limits are generally referred to as "daily price fluctuation limits" and the maximum or minimum
price of a contract on any given day as a result of these limits is referred to as a "limit price." Once the limit price has been reached
in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular
contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the
level of the Index and, therefore, the value of your notes.
• THE NOTES ARE LINKED TO AN EXCESS RETURN INDEX AND NOT A TOTAL RETURN INDEX -
The notes are linked to an excess return index and not a total return index. An excess return index, such as the Index, reflects the
returns that are potentially available through an unleveraged investment in the contracts composing that index. By contrast, a "total
return" index, in addition to reflecting those returns, also reflects interest that could be earned on funds committed to the trading of
the underlying futures contracts.
PS-9 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
The Index
The Index is composed of exchange-traded futures contracts on physical commodities and is designed to be a diversified benchmark
for commodity investments. Its component weightings are determined primarily based on liquidity data, which is the relative amount of
trading activity of a particular commodity, and U.S.-dollar weighted production data, which is used to measure the importance of a
commodity to the world economy. The Index is an excess return index and not a total return index. An excess return index reflects the
returns that are potentially available through an unleveraged investment in the contracts composing the index. By contrast, a "total
return" index, in addition to reflecting those returns, also reflects interest that could be earned on funds committed to the trading of the
underlying futures contracts. For additional information about the Index, see "Commodity Index Descriptions - The Bloomberg
Commodity Indices" in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of the Index based on the weekly historical closing levels of the Index from
January 8, 2021 through April 24, 2026. The closing level of the Index on April 29, 2026 was 140.1682. We obtained the closing levels
above and below from the Bloomberg Professional® service ("Bloomberg"), without independent verification.
The historical closing levels of the Index should not be taken as an indication of future performance, and no assurance can be given as
to the closing level of the Index on the Pricing Date or the Observation Date. There can be no assurance that the performance of the
Index will result in the return of any of your principal amount.
Tax Treatment
You should review carefully the section entitled "United States Federal Taxation" in the accompanying prospectus supplement. The
following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk &
Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as "open transactions"
that are not debt instruments for U.S. federal income tax purposes, as more fully described in "United States Federal Taxation - Tax
Consequences to U.S. Holders - Program Securities Treated as Prepaid Financial Contracts That are Open Transactions" in the
accompanying prospectus supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-
term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the "constructive ownership" regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates,
PS-10 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the
tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented
by this notice.
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, 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
PS-11 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to the
Bloomberg Commodity IndexSM
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-return profile
of the notes and "The Index" in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the "Risk Factors" sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
• Product supplement no. 2-I dated April 17, 2026:
• Underlying supplement no. 1-I dated April 17, 2026:
• Prospectus supplement and prospectus, each dated April 17, 2026:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.
JPMorgan Chase & Co. published this content on May 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 04, 2026 at 17:45 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]