JPMorgan Chase & Co.
05/08/2026 | Press release | Distributed by Public on 05/08/2026 09:59
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 8, 2026
May , 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and the prospectus and
prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Callable Yield Notes Linked to the Least Performing of the
Russell 2000® Index, the Nasdaq-100 Index® and the EURO
STOXX 50® Index due November 12, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security with
the same maturity issued by us. The notes will pay at least 13.05% per annum interest over the term of the notes,
assuming no early redemption, payable at a rate of at least 1.0875% per month.
● The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other
than the first through fourth and final Interest Payment Dates).
● The earliest date on which the notes may be redeemed early is October 14, 2026.
● Investors should be willing to accept the risk of losing some or all of their principal and be willing to forgo dividend
payments, in exchange for Interest Payments.
● The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
● Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
● Minimum denominations of $1,000 and integral multiples thereof
● The notes are expected to price on or about May 11, 2026 (the "Pricing Date") and are expected to settle on or about
May 14, 2026. The Strike Value of each Index will be determined by reference to the closing level of that Index on
May 8, 2026 and not by reference to the closing level of that Index on the Pricing Date.
● CUSIP: 46660TXK1
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, "Risk Factors" beginning on page PS-12 of the accompanying product supplement and
"Selected Risk Considerations" beginning on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $2.00 per
$1,000 principal amount note. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $988.20 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 $950.00 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
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Russell 2000® Index (Bloomberg ticker: RTY), the
Nasdaq-100 Index® (Bloomberg ticker: NDX) and the EURO
STOXX 50® Index (Bloomberg ticker: SX5E)
Interest Payments: If the notes have not been previously
redeemed early, you will receive on each Interest Payment Date
for each $1,000 principal amount note an Interest Payment
equal to at least $10.875 (equivalent to an Interest Rate of at
least 13.05% per annum, payable at a rate of at least 1.0875%
per month) (to be provided in the pricing supplement).
Interest Rate: At least 13.05% per annum, payable at a rate of
at least 1.0875% per month (to be provided in the pricing
supplement)
Trigger Value: With respect to each Index, 70.00% of its Strike
Value
Strike Date: May 8, 2026
Pricing Date: On or about May 11, 2026
Original Issue Date (Settlement Date): On or about May 14,
2026
Interest Payment Dates*: June 11, 2026, July 13, 2026,
August 13, 2026, September 11, 2026, October 14, 2026,
November 13, 2026, December 11, 2026, January 13, 2027,
February 11, 2027, March 11, 2027, April 13, 2027, May 13,
2027, June 11, 2027, July 13, 2027, August 12, 2027,
September 13, 2027, October 14, 2027 and the Maturity Date
Observation Date*: November 8, 2027
Maturity Date*: November 12, 2027
* Subject to postponement in the event of a market disruption event
and as described under "General Terms of Notes - Postponement
of a Determination Date - Notes Linked to Multiple Underlyings"
and "General Terms of Notes - Postponement of a Payment Date"
in the accompanying product supplement or early acceleration in
the event of an acceleration event as described under "General
Terms of Notes - Consequences of an Acceleration Event" in the
accompanying product supplement and "Selected Risk
Considerations - Risks Relating to the Notes Generally - We May
Accelerate Your Notes If an Acceleration Event Occurs" in this
pricing supplement
Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
first through fourth and final Interest Payment Dates) at a price,
for each $1,000 principal amount note, equal to (a) $1,000 plus
(b) the Interest Payment applicable to that Interest Payment
Date. If we intend to redeem your notes early, we will deliver
notice to The Depository Trust Company, or DTC, at least three
business days before the applicable Interest Payment Date on
which the notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and (i) the Final
Value of each Index is greater than or equal to its Strike Value
or (ii) a Trigger Event has not occurred, you will receive a cash
payment at maturity, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b) the Interest Payment applicable to
the Maturity Date.
If the notes have not been redeemed early and (i) the Final
Value of any Index is less than its Strike Value and (ii) a Trigger
Event has occurred, your payment at maturity per $1,000
principal amount note, in addition to the Interest Payment
applicable to the Maturity Date, will be calculated as follows:
$1,000 + ($1,000 × Least Performing Index Return)
If the notes have not been redeemed early and (i) the Final
Value of any Index is less than its Strike Value and (ii) a Trigger
Event has occurred, you will lose some or all of your principal
amount at maturity.
Trigger Event: A Trigger Event occurs if, on any day during the
Monitoring Period, the closing level of any Index is less than its
Trigger Value.
Monitoring Period: The period from but excluding the Strike
Date to and including the Observation Date
Least Performing Index: The Index with the Least Performing
Index Return
Least Performing Index Return: The lowest of the Index
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value - Strike Value)
Strike Value
Strike Value: With respect to each Index, the closing level of
that Index on the Strike Date. The Strike Value of each Index
is not the closing level of that Index on the Pricing Date.
Final Value: With respect to each Index, the closing level of
that Index on the Observation Date
PS-2 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
How the Notes Work
Payments in Connection with the First through Fourth Interest Payment Dates
You will receive an Interest Payment on the applicable Interest Payment Date.
Payments in Connection with Interest Payment Dates (Other than the First through Fourth and Final Interest Payment Dates)
Payment at Maturity If the Notes Have Not Been Redeemed Early
The notes will be redeemed early on the applicable
Interest Payment Date and you will receive (a)
$1,000 plus (b) the Interest Payment on the
applicable Interest Payment Date.
No further payments will be made on the notes.
We determine whether to redeem the notes early on an Interest Payment Date.
Interest Payment Dates (Other than the First through Fourth and Final Interest Payment Dates)
Early Redemption
The notes will not be redeemed early and you will
receive an Interest Payment on the applicable
Interest Payment Date.
Proceed to the next Interest Payment Date.
No Early Redemption
Interest Payment Dates
Preceding the Observation
Date
You will receive (a) $1,000 plus (b) the
Interest Payment applicable to the
Maturity Date.
The notes have not been
redeemed early prior to the
Observation Date.
Proceed to maturity
Observation Date Payment at Maturity
The Final Value of each Index is greater than or
equal to its Strike Value or a Trigger Event has
not occurred.
You will receive, in addition to the
Interest Payment applicable to the
Maturity Date:
$1,000 + ($1,000 ×Least Performing
Index Return)
Under these circumstances, you will
lose some or all of your principal
amount at maturity.
The Final Value of any Index is less than its
Strike Value and a Trigger Event has occurred.
PS-3 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
Total Interest Payments
The table below illustrates the hypothetical total Interest Payments per $1,000 principal amount note over the term of the notes based
on a hypothetical Interest Rate of 13.05% per annum, depending on how many Interest Payments are made prior to early redemption or
maturity. If the notes have not been redeemed early, the hypothetical total Interest Payments per $1,000 principal amount note over
the term of the notes will be equal to the maximum amount shown in the table below. The actual Interest Rate will be provided in the
pricing supplement and will be at least 13.05% per annum (payable at a rate of at least 1.0875% per month).
Number of Interest
Payments
Total Interest Payments
18
$195.750
17
$184.875
16
$174.000
15
$163.125
14
$152.250
13
$141.375
12
$130.500
11
$119.625
10
$108.750
9
$97.875
8
$87.000
7
$76.125
6
$65.250
5
$54.375
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Indices, assuming a range of performances for the
hypothetical Least Performing Index on the Observation Date.
In addition, the hypothetical payments set forth below assume the following:
● the notes have not been redeemed early;
● a Strike Value for the Least Performing Index of 100.00;
● a Trigger Value for the Least Performing Index of 70.00 (equal to 70.00% of its hypothetical Strike Value); and
● an Interest Rate of 13.05% per annum.
The hypothetical Strike Value of the Least Performing Index of 100.00 has been chosen for illustrative purposes only and may not
represent a likely actual Strike Value of any Index. The actual Strike Value of each Index will be the closing level of that Index on the
Strike Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of each Index, please
see the historical information set forth under "The Indices" 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 have NOT been redeemed early, the Final Value of the Least Performing Index is greater than or equal to
its Strike Value and a Trigger Event has occurred.
Date
Closing Level of Least
Performing Index
Observation Date
105.00
Final Value of Least Performing Index is greater than its Strike
Value
Total Payment
$1,195.75 (19.575% return)
Because the notes have not been redeemed early and the Final Value of the Least Performing Index is greater than or equal to its
Strike Value, even though a Trigger Event has occurred, the payment at maturity, for each $1,000 principal amount note, will be
PS-4 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
$1,010.875 (or $1,000 plus the Interest Payment applicable to the Maturity Date). When added to the Interest Payments received with
respect to the prior Interest Payment Dates, the total amount paid, for each $1,000 principal amount note, is $1,195.75.
Example 2 - Notes have NOT been redeemed early, the Final Value of the Least Performing Index is less than its Strike Value
and a Trigger Event has NOT occurred.
Date
Closing Level of Least
Performing Index
Observation Date
80.00
Final Value of Least Performing Index is less than its Strike
Value
Total Payment
$1,195.75 (19.575% return)
Because the notes have not been redeemed early and a Trigger Event has not occurred, even though the Final Value of the Least
Performing Index is less than its Strike Value, the payment at maturity, for each $1,000 principal amount note, will be $1,010.875 (or
$1,000 plus the Interest Payment applicable to the Maturity Date). When added to the Interest Payments received with respect to the
prior Interest Payment Dates, the total amount paid, for each $1,000 principal amount note, is $1,195.75.
Example 3 - Notes have NOT been redeemed early, the Final Value of the Least Performing Index is less than its Strike Value
and a Trigger Event has occurred.
Date
Closing Level of Least
Performing Index
Observation Date
40.00
Final Value of Least Performing Index is less than its Trigger
Value
Total Payment
$595.75 (-40.425% return)
Because the notes have not been redeemed early, the Final Value of the Least Performing Index is less than its Strike Value, a Trigger
Event has occurred and the Least Performing Index Return is -60.00%, the payment at maturity will be $410.875 per $1,000 principal
amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] + $10.875 = $410.875
When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000
principal amount note, is $595.75.
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 notes have not been redeemed early and (i) the Final Value of any Index
is less than its Strike Value and (ii) a Trigger Event has occurred, you will lose 1% of the principal amount of your notes for every
1% that the Final Value of the Least Performing Index is less than its Strike Value. Accordingly, under these circumstances, you
will lose some or all of your principal amount at maturity.
● CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
● AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS -
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
PS-5 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
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 APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF THE INTEREST PAYMENTS PAID OVER
THE TERM OF THE NOTES,
regardless of any appreciation of any Index, which may be significant. You will not participate in any appreciation of any Index.
● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments on the notes are not linked to a basket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by any of the Indices over the term of the notes may negatively affect your payment at maturity
and will not be offset or mitigated by positive performance by any other Index.
● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
● THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON ANY DAY DURING THE MONITORING PERIOD
-
If, on any day during the Monitoring Period, the closing level of any Index is less than its Trigger Value (i.e., a Trigger Event occurs)
and the notes have not been redeemed early, the benefit provided by the Trigger Value will terminate and you will be fully exposed
to any depreciation of the Least Performing Index. You will be subject to this potential loss of principal even if that Index
subsequently recovers such that the closing level of that Index is greater than or equal to its Trigger Value.
● THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeem your notes early, the term of the notes may be reduced to as short as approximately five months and you will
not receive any Interest Payments after the applicable Interest Payment Date. There is no guarantee that you would be able to
reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar
level of risk. Even in cases where we elect to redeem your notes before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.
● YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
● THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS TRIGGER VALUE IS GREATER IF THE LEVEL OF
THAT INDEX IS VOLATILE.
● WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS -
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means there is an announcement or occurrence of legal or
regulatory changes that the calculation agent determines are likely to interfere with your or our ability to transact in or hold the
notes or our ability to hedge or perform 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 Change-in-Law 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
Interest Rate.
PS-6 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
Risks Relating to Conflicts of Interest
● POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
● THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our
obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See "The
Estimated Value of the Notes" in this pricing supplement.
● THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
● THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
● THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
● SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
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
PS-7 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
costs and the levels of the Indices. 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 Indices
● AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
● NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX® AND THE EURO STOXX 50® INDEX -
Some or all of the equity securities included in the Nasdaq-100 Index® or the EURO STOXX 50® Index have been issued by non-
U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the
home countries and/or the securities markets in the home countries of the issuers of those non-U.S. equity securities. Also, there
is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies
that are subject to the reporting requirements of the SEC.
● NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE EURO STOXX 50®
INDEX -
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securities included in the EURO STOXX 50® Index are based, although any currency fluctuations could affect the
performance of the EURO STOXX 50® Index.
PS-8 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
The Indices
The Russell 2000® Index measures the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed on
eligible U.S. exchanges and is designed to track the performance of the small-capitalization segment of the U.S. equity market. The
companies included in the Russell 2000® Index are the middle 2,000 of the companies that form the Russell 3000E™ Index, which is
composed of the 4,000 largest U.S. companies as determined by total market capitalization and represents approximately 99% of the
U.S. equity market. For additional information about the Russell 2000® Index, see "Equity Index Descriptions - The Russell Indices" in
the accompanying underlying supplement.
The Nasdaq-100 Index® is a modified market capitalization-weighted index that is designed to measure the performance of 100 of the
largest non-financial companies listed on The Nasdaq Stock Market. For additional information about the Nasdaq-100 Index®, see
"Equity Index Descriptions - The Nasdaq-100 Index®" in the accompanying underlying supplement.
The EURO STOXX 50® Index is a free-float market capitalization-weighted index composed of 50 of the largest stocks in terms of free-
float market capitalization traded on the major exchanges of 11 Eurozone countries: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The EURO STOXX 50® Index and STOXX® are the intellectual
property (including registered trademarks) of STOXX Limited and/or its licensors (the "Licensors"), which are used under license. The
notes based on the EURO STOXX 50® Index are in no way sponsored, endorsed, sold or promoted by STOXX Limited and its
Licensors and neither STOXX Limited nor any of its Licensors shall have any liability with respect thereto. For additional information
about the EURO STOXX 50® Index, see "Equity Index Descriptions - The STOXX Benchmark Indices" in the accompanying
underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels from January 8,
2021 through May 1, 2026. The closing level of the Russell 2000® Index on May 7, 2026 was 2,839.626. The closing level of the
Nasdaq-100 Index® on May 7, 2026 was 28,563.95. The closing level of the EURO STOXX 50® Index on May 7, 2026 was 5,972.65.
We obtained the closing levels above and below from the Bloomberg Professional® service ("Bloomberg"), without independent
verification.
The historical closing levels of each Index should not be taken as an indication of future performance, and no assurance can be given
as to the closing level of any Index on the Strike Date, the Observation Date or any day during the Monitoring Period. There can be no
assurance that the performance of the Indices will result in the return of any of your principal amount.
PS-9 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
Tax Treatment
You should review carefully the section entitled "United States Federal Taxation" in the accompanying prospectus supplement. Based
on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in determining our reporting
responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each comprising: (x) a cash-settled Put Option
written by you that is terminated if an early redemption occurs and that, if not terminated, in circumstances where the payment due at
maturity is less than $1,000 (excluding accrued but unpaid interest), requires you to pay us an amount equal to that difference and (y) a
Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option, as more fully described in
"United States Federal Taxation - Tax Consequences to U.S. Holders - Program Securities Treated as Units Each Comprising a Put
Option and a Deposit" in the accompanying prospectus supplement. By purchasing the notes, you agree (in the absence of an
administrative determination or judicial ruling to the contrary) to follow this treatment and the allocation described in the following
paragraph. However, there are other reasonable treatments that the IRS or a court may adopt, 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 on a number of issues, the most relevant of which for investors in the notes are the character of income or loss
(including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by
non-U.S. investors should be subject to withholding tax. While it is not clear whether the notes would be viewed as similar to the typical
prepaid forward contract described in the notice, it is possible that 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.
PS-10 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
In determining our reporting responsibilities, we intend to treat the Deposit for U.S. federal income tax purposes as having an "issue
price" equal to the stated principal amount of the notes. If the IRS were to challenge this determination, the Deposit could be treated as
issued with original issue discount ("OID") for U.S. federal income tax purposes, in which case you might be required to accrue the OID
as interest income prior to receipt of the corresponding cash, regardless of your method of tax accounting. Furthermore, we intend to
treat a portion of each Interest Payment equal to approximately 4.18% per annum times the amount of the Deposit times the number of
days in the applicable period divided by 365 as interest on the Deposit (so that the amount allocated as interest on the Deposit will vary
from Interest Payment to Interest Payment depending on the number of days in the applicable period) and the remainder of each
Interest Payment as Put Premium. Assuming that the treatment of the notes as units each comprising a Put Option and a Deposit is
respected, amounts treated as interest on the Deposit will be taxed as ordinary income, while the Put Premium will not be taken into
account prior to sale or settlement, including a settlement following an early redemption.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The discussions above and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to
special tax accounting rules under Section 451(b) of the Code. You should consult your tax adviser regarding all aspects of the U.S.
federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by
the 2007 notice. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect
to the tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the
purchase price of the notes between the Deposit and the Put Option.
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
PS-11 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if
any, paid for third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be
influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in
a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or
unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See "Selected Risk Considerations
- Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - The Estimated Value of the Notes Will Be Lower
Than the Original Issue Price (Price to Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be impacted by many
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See "Selected Risk Considerations -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Indices" 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):
PS-12 | Structured Investments
Callable Yield Notes Linked to the Least Performing of the Russell 2000®
Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index
● Product supplement no. 3-I dated April 17, 2026:
● Underlying supplement no. 1-I dated April 17, 2026:
● Prospectus supplement and prospectus, each dated April 17, 2026:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.
JPMorgan Chase & Co. published this content on May 08, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 08, 2026 at 15:59 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]