JPMorgan offers capped notes tied to major indices

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering capped structured notes linked to the least performing of the Nasdaq‑100 Index, the Dow Jones Industrial Average and the Russell 2000 Index, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are scheduled to price on or about August 31, 2026, settle on or about September 3, 2026, and mature on September 5, 2031.

At maturity, investors receive their $1,000 principal per note back in full, subject to the credit risk of JPMorgan entities, plus an Additional Amount equal to $1,000 × the return of the least performing index × a 150% Participation Rate, capped by a Maximum Amount of at least $837.50 per note. This implies a maximum total payment of at least $1,837.50 per $1,000 note, or a maximum return of at least 83.75%, if the least performing index gains enough by the September 2, 2031 observation date. If any index finishes at or below its initial level, the Additional Amount is zero and only principal is repaid.

The notes pay no interest or dividends, are not listed, and secondary liquidity depends on J.P. Morgan Securities LLC. The estimated value, if priced today, is $972.40 per $1,000 note and will not be less than $900.00 at pricing, reflecting selling costs and hedging factors. For U.S. federal income tax purposes, the issuer currently intends to treat the notes as contingent payment debt instruments, requiring investors to accrue taxable original issue discount over the term.

Filing Explained

The notes remain subject to completion; final price, fees and cap are pending, so no issuance or proceeds are disclosed.

As of the August 3, 2026 filing, the notes remain subject to completion and have not yet priced or settled; pricing and settlement are expected around August 31, 2026 and September 3, 2026.

The blank price-to-public, fees and proceeds fields, together with a Maximum Amount still stated only as “at least $837.50” per note, mean the economic terms and issuer proceeds are not final in this filing. If issued, the disclosed instrument would add an unsecured, unsubordinated obligation of JPMorgan Financial backed by JPMorgan Chase & Co.’s full and unconditional guarantee, rather than shares.

The tax treatment is also unsettled: the issuer currently intends to treat the notes as contingent payment debt instruments, which would require holders to accrue original issue discount annually even though no cash payment is made until maturity; the issuer may choose another treatment at pricing, and the IRS could challenge it.

The later pricing supplement is identified as the point for the final Maximum Amount, comparable yield and projected payment schedule; the stated pricing date of August 31, 2026 is the named milestone.

Key Figures

Participation Rate: 150.00% Maximum Amount: At least $837.50 per $1,000 principal amount note Maximum Return: At least 83.75% +5 more

8 metrics

Participation Rate 150.00% Multiplier applied to the Least Performing Index Return to determine the Additional Amount at maturity

Maximum Amount At least $837.50 per $1,000 principal amount note Cap on Additional Amount, implying a maximum payment of at least $1,837.50 per note

Maximum Return At least 83.75% Maximum percentage return on each $1,000 note when the cap of $837.50 Additional Amount is reached

Estimated Value Today $972.40 per $1,000 principal amount note Illustrative estimated value if the notes were priced on the date referenced

Minimum Estimated Value at Pricing $900.00 per $1,000 principal amount note Floor for the estimated value that will be provided when terms are set

Observation Date September 2, 2031 Date on which final index levels are measured to determine the Least Performing Index Return

Maturity Date September 5, 2031 Scheduled date for payment of principal and any Additional Amount

Selling Commissions Cap $12.50 per $1,000 principal amount note Maximum selling commissions JPMS will pay to dealers per note

Key Terms

Participation Rate, Least Performing Index, contingent payment debt instruments, original issue discount, +2 more

6 terms

Participation Rate financial

"Participation Rate: 150.00%"

Least Performing Index financial

"Least Performing Index: The Index with the Least Performing Index Return"

contingent payment debt instruments financial

"we intend to treat the notes for U.S. federal income tax purposes as “contingent payment debt instruments.”"

original issue discount financial

"you generally will be required to accrue original issue discount (“OID”) on your notes in each taxable year"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Section 871(m) financial

"Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax"

A U.S. tax rule that treats certain payments from financial contracts (like options, swaps, and other instruments that mimic stock dividends) to non-U.S. investors as if they were direct dividends, requiring U.S. withholding tax. It matters to investors because it can reduce net returns on offshore trades that replicate U.S. equity income and may change pricing or counterparty behavior—think of it as a hidden sales tax that applies when a substitute payment acts like a dividend.

Fast Entry financial

"The updated methodology also introduces a “Fast Entry” process under which newly eligible securities ... may be added"

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds The notes are issued to meet investor demand for this risk-return profile; the original issue price reflects estimated value plus selling commissions, projected hedging profits or losses, hedging costs and certain third-party service fees.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How do the AMJB capped notes linked to the Nasdaq-100, Dow Jones and Russell 2000 pay at maturity?

At maturity, each note pays back $1,000 principal plus an Additional Amount equal to $1,000 × the least performing index return × 150%, capped by a Maximum Amount of at least $837.50 per note.

What is the maximum potential return on the JPMorgan AMJB structured notes?

The notes cap upside at a maximum payment of at least $1,837.50 per $1,000 note, representing a maximum return of at least 83.75%, achieved when the least performing index rises to about 155.83334% or more of its initial level.

Do the AMJB capped notes guarantee principal repayment and do they pay interest?

The notes provide for full principal repayment of $1,000 per note at maturity, subject to JPMorgan Financial and JPMorgan Chase & Co. credit risk. They do not pay periodic interest or dividends during the term.

What is the estimated value of the JPMorgan AMJB structured notes versus the issue price?

If priced on the indicated date, the estimated value would be about $972.40 per $1,000 note, and will not be less than $900.00 at pricing. The difference from the $1,000 issue price reflects selling commissions, hedging costs and related fees.

How are the AMJB capped notes expected to be treated for U.S. federal income tax purposes?

JPMorgan currently intends to treat the notes as contingent payment debt instruments. U.S. holders generally must accrue original issue discount annually based on a comparable yield, recognizing interest income each year even though no cash is paid until maturity.

What indices underlie the JPMorgan AMJB capped notes and how is performance measured?

The notes reference the Nasdaq‑100 Index, Dow Jones Industrial Average and Russell 2000 Index. The payoff is based on the Least Performing Index Return, calculated from each index’s closing level on the pricing date versus the September 2, 2031 observation date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 06:03 AM Accepted by SEC EDGAR 08/03/2026 - 06:39 PM Learn about SEC filing dates

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 August 3, 2026
August , 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
Capped Notes Linked to the Least Performing of the Nasdaq-
100 Index®, the Dow Jones Industrial Average® and the
Russell 2000® Index due September 5, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek exposure to any appreciation of the least performing of the Nasdaq-100
Index®, the Dow Jones Industrial Average® and the Russell 2000® Index, which we refer to as the Indices, over the term
of the notes up to a maximum return of at least 83.75% at maturity.
• Investors should be willing to forgo interest and dividend payments, while seeking full repayment of principal at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the 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 August 31, 2026 and are expected to settle on or about September 3, 2026.
• CUSIP: 46661K4E5
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
“Selected Risk Considerations” beginning on page PS-3 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $12.50 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 $972.40 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
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® 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 Nasdaq-100 Index® (Bloomberg ticker: NDX), the
Dow Jones Industrial Average® (Bloomberg ticker: INDU) and
the Russell 2000® Index (Bloomberg ticker: RTY)
Participation Rate: 150.00%
Maximum Amount: At least $837.50 per $1,000 principal
amount note (to be provided in the pricing supplement)
Pricing Date: On or about August 31, 2026
Original Issue Date (Settlement Date): On or about
September 3, 2026
Observation Date*: September 2, 2031
Maturity Date*: September 5, 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 Multiple Underlyings”
and “General Terms of Notes — Postponement of a Payment Date”
in the accompanying product supplement
Payment at Maturity:
At maturity, you will receive a cash payment, for each $1,000
principal amount note, of $1,000 plus the Additional Amount,
which may be zero and will not be greater than the Maximum
Amount.
You are entitled to repayment of principal in full at maturity,
subject to the credit risks of JPMorgan Financial and JPMorgan
Chase & Co.
Additional Amount:
The Additional Amount payable at maturity per $1,000 principal
amount note will equal:
$1,000 × Least Performing Index Return × Participation Rate,
provided that the Additional Amount will not be less than zero or
greater than the Maximum Amount.
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 – Initial Value)
Initial Value
Initial Value: With respect to each Index, 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
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical payment at maturity on the notes linked to three hypothetical Indices. The
hypothetical payments set forth below assume the following:
• an Initial Value for the Least Performing Index of 100.00;
• a Participation Rate of 150.00%; and
• a Maximum Amount of $837.50 per $1,000 principal amount note.
The hypothetical Initial Value of the Least Performing Index of 100.00 has been chosen for illustrative purposes only and may not
represent a likely actual Initial Value of any Index. The actual Initial Value of each Index will be the closing level of that Index on the
Pricing 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 at maturity set forth below is for illustrative purposes only and may not be the actual payment at maturity
applicable to a purchaser of the notes. The numbers appearing in the following table and graph have been rounded for ease of
analysis.
Final Value of the Least
Performing Index
Least Performing Index
Return
Additional Amount
Payment at Maturity
200.00000
100.00000%
$837.50
$1,837.50
180.00000
80.00000%
$837.50
$1,837.50
165.00000
65.00000%
$837.50
$1,837.50
155.83334
55.83334%
$837.50
$1,837.50
150.00000
50.00000%
$750.00
$1,750.00
140.00000
40.00000%
$600.00
$1,600.00
130.00000
30.00000%
$450.00
$1,450.00
120.00000
20.00000%
$300.00
$1,300.00
110.00000
10.00000%
$150.00
$1,150.00
105.00000
5.00000%
$75.00
$1,075.00
101.00000
1.00000%
$15.00
$1,015.00
100.00000
0.00000%
$0.00
$1,000.00
95.00000
-5.00000%
$0.00
$1,000.00
90.00000
-10.00000%
$0.00
$1,000.00
80.00000
-20.00000%
$0.00
$1,000.00
70.00000
-30.00000%
$0.00
$1,000.00
60.00000
-40.00000%
$0.00
$1,000.00
50.00000
-50.00000%
$0.00
$1,000.00
40.00000
-60.00000%
$0.00
$1,000.00
30.00000
-70.00000%
$0.00
$1,000.00
20.00000
-80.00000%
$0.00
$1,000.00
10.00000
-90.00000%
$0.00
$1,000.00
0.00000
-100.00000%
$0.00
$1,000.00

PS-3 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Least Performing Index Returns.
There can be no assurance that the performance of the Least Performing Index will result in a payment at maturity in excess of
$1,000.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Upside Scenario:
If the Final Value of each Index is greater than its Initial Value, investors will receive at maturity the $1,000 principal amount plus the
Additional Amount, which is equal to $1,000 times the Least Performing Index Return times the Participation Rate of 150.00%, and
which will not be greater than the Maximum Amount of at least $837.50 per $1,000 principal amount note. Assuming a hypothetical
Maximum Amount of $837.50 per $1,000 principal amount note, an investor will realize the maximum payment at maturity at a Final
Value of the Least Performing Index of approximately 155.83334% or more of its Initial Value.
• If the closing level of the Least Performing Index increases 5.00%, investors will receive at maturity a return equal to 7.50%, or
$1,075.00 per $1,000 principal amount note.
• Assuming a hypothetical Maximum Amount of $837.50 per $1,000 principal amount note, if the closing level of the Least
Performing Index increases 100.00%, investors will receive at maturity a return equal to 83.75%, or $1,837.50 per $1,000 principal
amount note, which is the maximum payment at maturity.
Par Scenario:
If the Final Value of any Index is equal to or less than its Initial Value, the Additional Amount will be zero and investors will receive at
maturity the principal amount of their notes.
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
• THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT AT MATURITY —
If the Final Value of any Index is less than or equal to its Initial Value, you will receive only the principal amount of your notes at
maturity, and you will not be compensated for any loss in value due to inflation and other factors relating to the value of money over
time.
• YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE MAXIMUM AMOUNT,
regardless of any appreciation of any Index, which may be significant.

PS-4 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
• 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.
• 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 NOTES DO NOT PAY INTEREST.
• YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
• 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
Maximum Amount.
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

PS-5 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
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 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
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE DOW JONES INDUSTRIAL
AVERAGE®,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the Dow Jones Industrial Average®.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX® —
Some of the equity securities included in the Nasdaq-100 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 of the issuers of
those non-U.S. equity securities.

PS-6 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
• 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.

PS-7 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
The Indices
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, as supplemented by the following
updated information.
Nasdaq, Inc. (“Nasdaq”), the index sponsor of the Nasdaq-100 Index®, recently implemented several changes to the methodology of
the Nasdaq-100 Index®, including changes to the determination of market capitalization for purposes of constituent selection and
weighting, the introduction of an expedited “Fast Entry” process for certain large companies, the removal of the minimum free float
requirement for constituent selection and the introduction of a cap on the share count used to determine the weighting of low-float
securities. These changes became effective on May 1, 2026, with certain constituent and rebalancing adjustments first implemented
during the June 2026 quarterly review. The information set forth below supersedes the information regarding the Nasdaq-100 Index®
included in the accompanying underlying supplement to the extent inconsistent therewith.
Under the updated methodology, Nasdaq uses different measures of market capitalization for constituent selection and constituent
weighting. For purposes of constituent selection, Nasdaq now uses “Full Market Capitalization.” For companies with direct (non-ADR)
listings and companies represented by an American depositary receipt (“ADR”) that serves as a company’s primary global listing (a
“Primary ADR”), Full Market Capitalization includes both listed and unlisted shares. For companies represented by an ADR where the
underlying shares serve as the company’s primary global listing and are listed on a foreign exchange (a “Non-Primary ADR”), Full
Market Capitalization is based solely on the value of the listed depositary shares, and foreign-listed underlying shares and unlisted
shares are excluded. For purposes of constituent weighting, Nasdaq uses “Modified Market Capitalization,” which takes into account
only eligible listed share classes and disregards foreign-listed and unlisted shares.
In addition, the updated methodology eliminates the minimum free float requirement for inclusion in the Nasdaq-100 Index®, although
the Modified Market Capitalization used for constituent weighting imposes a limitation on the weightings of low-float securities.
Specifically, for purposes of determining Modified Market Capitalization, each low-float security’s share count is limited to the lesser of
(i) its reported total shares outstanding (“TSO”) (or, in the case of an ADR, its listed ADR shares outstanding), and (ii) three times its
free-floating shares or free-floating ADR shares, as applicable. Other than as a direct result of corporate actions, the Nasdaq-100
Index® also no longer implements ad-hoc intra-quarter adjustments to a security’s TSO between scheduled rebalancing events.
The updated methodology also introduces a “Fast Entry” process under which newly eligible securities, including both initial public
offerings and companies that have recently transferred their listing to an eligible exchange, may be added to the Nasdaq-100 Index® on
an expedited basis if their Full Market Capitalization would rank within the top 40 current index constituents and they satisfy the
applicable eligibility criteria. A Fast Entry inclusion will not require the removal of an existing constituent and may temporarily increase
the number of constituents in the Nasdaq-100 Index® above 100.
The updated methodology further provides for quarterly rebalances in March, June and September. During quarterly rebalances, the
index shares of each constituent are adjusted for changes in TSO, index shares of low-float securities are adjusted to reflect changes in
float, constituents ranked outside the top 125 by Full Market Capitalization are removed and, if necessary, replaced, and certain
additional companies whose Full Market Capitalization ranks within the top 40 of current index constituents may be added without
requiring a corresponding removal. Securities added to the Nasdaq-100 Index® between annual reconstitutions, including through the
Fast Entry process, as intra-quarter replacements or as part of a March, June or September quarterly rebalance, will have their initial
index weightings determined using a linear interpolation process based on their Modified Market Capitalization ranking.
The Dow Jones Industrial Average® is a price-weighted index that seeks to measure the performance of 30 U.S. blue-chip companies.
The Dow Jones Industrial Average® covers all industries with the exception of the transportation industry group and the utilities sector.
For additional information about the Dow Jones Industrial Average®, see “Equity Index Descriptions — The Dow Jones Industrial
Average®” in the accompanying underlying supplement.
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.

PS-8 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
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 July 24, 2026. The closing level of the Nasdaq-100 Index® on July 28, 2026 was 27,763.13. The closing level of the Dow
Jones Industrial Average® on July 28, 2026 was 52,747.32. The closing level of the Russell 2000® Index on July 28, 2026 was
2,953.800. 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 Pricing Date or the Observation Date. There can be no assurance that the performance of
the Indices will result in a payment at maturity in excess of your principal amount, subject to the credit risks of JPMorgan Financial and
JPMorgan Chase & Co.

PS-9 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
Tax Treatment
There is uncertainty regarding the U.S. federal income tax consequences of an investment in the notes due to the lack of governing
authority. You should review carefully the section entitled “United States Federal Taxation,” and in particular the subsection thereof
entitled “— Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments — Program Securities Treated as
Contingent Payment Debt Instruments” in the accompanying prospectus supplement. Based on current market conditions, we intend to
treat the notes for U.S. federal income tax purposes as “contingent payment debt instruments.” Assuming this treatment is respected,
as discussed in that subsection, unlike a traditional debt instrument that provides for periodic payments of interest at a single fixed rate,
with respect to which a cash-method investor generally recognizes income only upon receipt of stated interest, you generally will be
required to accrue original issue discount (“OID”) on your notes in each taxable year at the “comparable yield,” as determined by us,
although we will not make any payment with respect to the notes until maturity. Upon sale or exchange (including at maturity), you will
recognize taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted
basis in the note, which generally will equal the cost thereof, increased by the amount of OID you have accrued in respect of the note.
You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and
the balance as capital loss. The deductibility of capital losses is subject to limitations. Special rules may apply if the amount payable at
maturity is treated as becoming fixed prior to maturity. You should consult your tax adviser concerning the application of these rules.
The discussions herein and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to
special tax accounting rules under Section 451(b) of the Code. Purchasers who are not initial purchasers of notes at their issue price
should consult their tax advisers with respect to the tax consequences of an investment in notes, including the treatment of the
difference, if any, between the basis in their notes and the notes’ adjusted issue price.
Because our intended treatment of the notes as CPDIs is based on current market conditions, we may determine an alternative
treatment is more appropriate based on circumstances at the time of pricing. Our ultimate determination will be binding on you, unless
you properly disclose to the IRS an alternative treatment. Also, the IRS may challenge the treatment of the notes as CPDIs. If we
determine not to treat the notes as CPDIs, or if the IRS successfully challenges the treatment of the notes as CPDIs, then the notes will
be treated as debt instruments that are not CPDIs and, unless treated as issued with less than a specified de minimis amount of original
issue discount, could (depending on the facts at the time of pricing) require the accrual of original issue discount as ordinary interest
income based on a yield to maturity different from (and possibly higher than) the comparable yield. Accordingly, under this treatment,
your annual taxable income from (and adjusted tax basis in) the notes could be higher or lower than if the notes were treated as CPDIs,
and any loss recognized upon a disposition of the notes (including upon maturity) would be capital loss, the deductibility of which is
subject to limitations. Accordingly, this alternative treatment could result in adverse tax consequences to you.

PS-10 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The discussions in the preceding paragraphs, when read in combination with the section entitled “United States Federal Taxation” (and
in particular the subsection thereof entitled “— Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments
— Program Securities Treated as Contingent Payment Debt Instruments”) in the accompanying prospectus supplement, to the extent
they reflect statements of law, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax
consequences of owning and disposing of the notes.
Comparable Yield and Projected Payment Schedule
We will determine the comparable yield for the notes and will provide that comparable yield and the related projected payment schedule
(or information about how to obtain them) in the pricing supplement for the notes, which we will file with the SEC. The comparable yield
for the notes will be determined based upon a variety of factors, including actual market conditions and our borrowing costs for debt
instruments of comparable maturities at the time of issuance. The comparable yield and projected payment schedule are
determined solely to calculate the amount on which you will be taxed with respect to the notes in each year and are neither a
prediction nor a guarantee of what the actual yield will be.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.

PS-11 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
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 “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 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.

PS-12 | Structured Investments
Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®,
the Dow Jones Industrial Average® and the Russell 2000® Index
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
• Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
• Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
• Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
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.