JPMorgan offers 1.25x leveraged notes linked to six-asset basket
JPMorgan Chase Financial Company LLC offers uncapped return enhanced notes linked to an unequally weighted six-asset basket.
JPMorgan Chase Financial Company LLC offers uncapped return enhanced notes linked to an unequally weighted six-asset basket. The notes carry a minimum Upside Leverage Factor of 1.25, an original issue price of $1,000 per note, an estimated value of approximately $960 and an estimated minimum value of $940 per $1,000 principal amount. Pricing is expected on or about February 27, 2026 with settlement on or about March 4, 2026. The Basket weights are: EURO STOXX 50 40.00%, Nikkei 225 20.00%, FTSE 100 20.00%, Swiss Market Index 7.50%, S&P/ASX 200 7.50% and iShares China Large-Cap ETF 5.00%. The Observation Date is August 27, 2027 and the Maturity Date is September 1, 2027. At maturity investors receive $1,000 plus the Basket Return multiplied by the Upside Leverage Factor if the Basket appreciates; if the Basket declines, investors suffer principal losses equal to the Basket Return. JPMS selling commissions will not exceed $22.50 per $1,000 note. Payments are unsecured obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Risks include credit exposure to the issuer/guarantor, lack of dividends, no exchange listing, secondary-market illiquidity, dependence on the EURO STOXX 50 (40.00% weight), and tax and regulatory uncertainties described in the pricing supplement.
Positive
- None.
Negative
- None.
Insights
Notes offer leveraged upside exposure to a concentrated international basket with full issuer credit risk.
The structure provides at least a 1.25 Upside Leverage Factor on positive Basket performance and caps initial investor cost at $1,000 per note while the estimated model value is ~$960. The payoffs amplify gains but deliver symmetric downside: a 1% fall in the Basket reduces principal by 1%.
Key dependencies include the 40.00% weight of the EURO STOXX 50 and the issuer/guarantor creditworthiness of JPMorgan Chase & Co. Liquidity and secondary pricing are controlled by JPMS and may be materially below issue price.
Tax treatment is uncertain; counsel treats the notes as "open transactions," but IRS treatment could differ.
The pricing supplement states special tax counsel reasonably expects the notes to be treated as open transactions not as debt, which could yield long-term capital gain treatment if held >1 year. However, the IRS or courts may treat the notes differently, including under Section 1260 or as contingent payment debt instruments.
Section 871(m) considerations are addressed and the issuer expects it not to apply to these notes; the issuer’s determination is not binding on the IRS. Consult a tax adviser for personal treatment.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What payoff do AMJB notes provide at maturity?
At maturity the notes pay $1,000 plus the Basket Return times an Upside Leverage Factor of at least 1.25 if the Basket appreciates; if the Basket declines you lose an equivalent percentage of principal.
When will AMJB notes price and settle?
The notes are expected to price on or about February 27, 2026 and settle on or about March 4, 2026, with Observation Date August 27, 2027 and Maturity Date September 1, 2027.
What are the Basket weights for AMJB structured notes?
The Basket is unequally weighted: EURO STOXX 50 40.00%, Nikkei 225 20.00%, FTSE 100 20.00%, Swiss Market Index 7.50%, S&P/ASX 200 7.50% and iShares China Large-Cap ETF 5.00%.
What is the estimated value and selling commission for AMJB notes?
The estimated value when priced is approximately $960 per $1,000 note (not less than $940) and selling commissions will not exceed $22.50 per $1,000 principal amount note.
Who bears the credit risk on these notes (AMJB)?
The notes are unsecured obligations of JPMorgan Chase Financial Company LLC and payments are fully and unconditionally guaranteed by JPMorgan Chase & Co., so holders bear the credit risk of both entities.
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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 February 25, 2026
February , 2026 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and
prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally
Weighted Basket Consisting of the EURO STOXX 50® Index, the
Nikkei 225 Index, the FTSE® 100 Index, the Swiss Market Index,
the S&P/ASX 200 Index and the iShares® China Large-Cap ETF
due September 1, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek an uncapped return of at least 1.25 times any appreciation of an
unequally weighted basket of the EURO STOXX 50® Index, the Nikkei 225 Index, the FTSE® 100 Index, the Swiss
Market Index, the S&P/ASX 200 Index and the iShares® China Large-Cap ETF at maturity.
• Because the EURO STOXX 50® Index makes up 40.00% of the Basket, we expect that generally the market value of
your notes and your payment at maturity will depend to a greater extent on the performance of the EURO STOXX 50®
Index.
• Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal
amount at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about February 27, 2026 and are expected to settle on or about March 4, 2026.
• CUSIP: 46660MAF2
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11
of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-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, prospectus and prospectus addendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $22.50 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 $960.00 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $940.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Basket: The notes are linked to an unequally weighted
basket consisting of the following:
• 40.00% of the EURO STOXX 50® Index (Bloomberg
ticker: SX5E);
• 20.00% of the Nikkei 225 Index (Bloomberg ticker: NKY);
• 20.00% of the FTSE® 100 Index (Bloomberg ticker:
UKX);
• 7.50% of the Swiss Market Index (Bloomberg ticker:
SMI);
• 7.50% of the S&P/ASX 200 Index (Bloomberg ticker:
AS51); (each of the EURO STOXX 50® Index, the Nikkei
225 Index, the FTSE® 100 Index, the Swiss Market Index
and the S&P/ASX 200 Index, an “Index” and collectively,
the “Indices”); and
• 5.00% of the iShares® China Large-Cap ETF (Bloomberg
ticker: FXI) (the “Fund”)
(each of the Indices and the Fund, an “Underlying” and
collectively, the “Underlyings”).
Upside Leverage Factor: At least 1.25 (to be provided in the
pricing supplement)
Pricing Date: On or about February 27, 2026
Original Issue Date (Settlement Date): On or about March
4, 2026
Observation Date *: August 27, 2027
Maturity Date*: September 1, 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 a change-in-law event as described under “General Terms of
Notes — Consequences of a Change-in-Law Event” in the
accompanying product supplement and “Selected Risk
Considerations — Risks Relating to the Notes Generally — We May
Accelerate Your Notes If a Change-in-Law Event Occurs” in this
pricing supplement
Payment at Maturity:
If the Final Basket Value is greater than the Initial Basket
Value, your payment at maturity per $1,000 principal amount
note will be calculated as follows:
$1,000 + ($1,000 × Basket Return × Upside Leverage Factor)
If the Final Basket Value is equal to the Initial Basket Value,
you will receive the principal amount of your notes at maturity.
If the Final Basket Value is less than the Initial Basket Value,
your payment at maturity per $1,000 principal amount note
will be calculated as follows:
$1,000 + ($1,000 × Basket Return)
If the Final Basket Value is less than the Initial Basket Value,
you will lose some or all of your principal amount at maturity.
Basket Return:
(Final Basket Value – Initial Basket Value)
Initial Basket Value
Initial Basket Value: Set equal to 100.00 on the Pricing Date
Final Basket Value: The closing level of the Basket on the
Observation Date
Closing Level of the Basket:
100 × [1 + (40.00% × Underlying Return of the EURO STOXX
50® Index) + (20.00% × Underlying Return of the Nikkei 225
Index) + (20.00% × Underlying Return of the FTSE® 100
Index) + (7.50% × Underlying Return of the Swiss Market
Index) + (7.50% × Underlying Return of the S&P/ASX 200
Index) + (5.00% × Underlying Return of the Fund)]
Underlying Return: With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing
value of that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing
value of that Underlying on the Observation Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See “The Underlyings — Funds —
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
Supplemental Terms of the Notes
Any values of the Underlyings, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes. The “total return” as used in
this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000
principal amount note to $1,000. The hypothetical total returns and payments set forth below assume the following:
• an Initial Basket Value of 100.00; and
• an Upside Leverage Factor of 1.25.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Basket Value
Basket Return
Total Return on the Notes
Payment at Maturity
165.00
65.00%
81.25%
$1,812.50
150.00
50.00%
62.50%
$1,625.00
140.00
40.00%
50.00%
$1,500.00
130.00
30.00%
37.50%
$1,375.00
120.00
20.00%
25.00%
$1,250.00
110.00
10.00%
12.50%
$1,125.00
105.00
5.00%
6.25%
$1,062.50
101.00
1.00%
1.25%
$1,012.50
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
-5.00%
$950.00
90.00
-10.00%
-10.00%
$900.00
80.00
-20.00%
-20.00%
$800.00
70.00
-30.00%
-30.00%
$700.00
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-3 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Basket Returns. There can be no
assurance that the performance of the Basket will result in the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If the Final Basket Value is greater than the Initial Basket Value, investors will receive at maturity the $1,000 principal amount plus a
return equal to the Basket Return times the Upside Leverage Factor of at least 1.25.
• Assuming a hypothetical Upside Leverage Factor of 1.25, if the closing level of the Basket increases 5.00%, investors will receive
at maturity a return equal to 6.25%, or $1,062.50 per $1,000 principal amount note.
Par Scenario:
If the Final Basket Value is equal to the Initial Basket Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Basket Value is less than the Initial Basket Value, investors will lose 1% of the principal amount of their notes for every 1%
that the Final Basket Value is less than the Initial Basket Value.
• For example, if the closing level of the Basket declines 60.00%, investors will lose 60.00% of their principal amount and receive
only $400.00 per $1,000 principal amount note at maturity.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
PS-4 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the Final Basket Value is less than the Initial Basket Value, you will lose 1%
of the principal amount of your notes for every 1% that the Final Basket Value is less than the Initial Basket 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 OPERATIONS AND HAS LIMITED ASSETS
—
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
• THE NOTES DO NOT PAY INTEREST.
• CORRELATION (OR LACK OF CORRELATION) OF THE UNDERLYINGS —
The notes are linked to an unequally weighted Basket composed of six Underlyings. Because the EURO STOXX 50® Index makes
up 40.00% of the Basket, we expect that generally the market value of your notes and your payment at maturity will depend to a
greater extent on the performance of the EURO STOXX 50® Index. In calculating the Final Basket Value, an increase in the value
of one of the Underlyings may be moderated, or more than offset, by lesser increases or declines in the values of the other
Underlyings. In addition, high correlation of movements in the values of the Underlyings during periods of negative returns among
the Underlyings could have an adverse effect on the payment at maturity on the notes.
• YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING
OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
• WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS —
Upon the 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, we may, in
our sole and absolute discretion, accelerate the payment on your notes and pay you an amount determined in good faith and in a
commercially reasonable manner by the calculation agent. 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.
PS-5 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
• THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Upside Leverage Factor.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging
our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
PS-6 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to
the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the level of the Basket. 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 Basket
• NON-U.S. SECURITIES RISK —
The equity securities included in or held by the Underlyings 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 INDICES —
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 Indices are based, although any currency fluctuations could affect the performance of the
Indices.
• THERE ARE RISKS ASSOCIATED WITH THE FUND —
The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the
implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could
adversely affect the market price of the shares of the Fund and, consequently, the value of the notes.
• THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE —
The Fund does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and may hold securities different
from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and
fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between
the performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying the Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its
Underlying Index. Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund.
During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants
may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely
affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and
sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate
with the performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• EMERGING MARKETS RISK WITH RESPECT TO THE FUND —
The equity securities held by the Fund have been issued by non-U.S. companies located in emerging markets countries. Countries
with emerging markets may have relatively unstable governments, may present the risks of nationalization of businesses,
PS-7 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights than
more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be
highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation
rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in
trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUND —
Because the prices of the non-U.S. equity securities held by the Fund are converted into U.S. dollars for purposes of calculating
the net asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the
currencies in which the non-U.S. equity securities held by the Fund trade. Your net exposure will depend on the extent to which
those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity securities held by the Fund
denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those
currencies, the price of the Fund will be adversely affected and any payment on the notes may be reduced.
• RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE FUND —
Pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in, or possession of, publicly traded
securities of certain companies that are determined to be linked to the People’s Republic of China military, intelligence and security
apparatus, or securities that are derivative of, or are designed to provide investment exposure to, those securities. The sponsor of
the Underlying Index for the Fund has recently removed the equity securities of a small number of companies from that Underlying
Index in response to these executive orders and, as a result, these stocks have also been removed from the Fund. If the issuer of
any of the equity securities held by the Fund is in the future designated as such a prohibited company, the value of that company
may be adversely affected, perhaps significantly, which would adversely affect the performance of the Fund. In addition, under
these circumstances, each of the sponsor of the Underlying Index for the Fund and the Fund is expected to remove the equity
securities of that company from that Underlying Index and the Fund, respectively. Any changes to the composition of the Fund in
response to these executive orders could adversely affect the performance of the Fund.
• THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and
adversely affected.
PS-8 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
The Basket
The return on the notes is linked to an unequally weighted basket consisting of the EURO STOXX 50® Index, the Nikkei 225 Index, the
FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and the iShares® China Large-Cap ETF. Because the EURO
STOXX 50® Index makes up 40.00% of the Basket, we expect that generally the market value of your notes and your payment at
maturity will depend to a greater extent on the performance of the EURO STOXX 50® Index.
The EURO STOXX 50® Index consists of 50 component stocks of market sector leaders from within the Eurozone. The EURO STOXX
50® Index and STOXX are the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland 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.
The Nikkei 225 Index is a stock index that measures the composite price performance of selected Japanese stocks. The Nikkei 225
Index is based on 225 underlying stocks (the “Nikkei underlying stocks”) trading on the Tokyo Stock Exchange (“TSE”) Prime Market,
representing a broad cross-section of Japanese industries. All Nikkei underlying stocks are stocks listed on the TSE Prime Market.
Stocks listed on the TSE Prime Market are among the most actively traded stocks on the TSE. For additional information about the
Nikkei 225 Index, see “Equity Index Descriptions ― The Nikkei 225 Index” in the accompanying underlying supplement.
The FTSE® 100 Index measures the composite price performance of stocks of the largest 100 companies (determined on the basis of
market capitalization) traded on the London Stock Exchange. For additional information about the FTSE® 100 Index, see “Equity Index
Descriptions — The FTSE® 100 Index” in the accompanying underlying supplement.
The Swiss Market Index (“SMI®”) is a free-float adjusted market capitalization-weighted price return index of the Swiss equity market.
The SMI® comprises the 20 most highly capitalized and liquid stocks of the Swiss Performance Index®. For additional information about
the Swiss Market Index, see “Equity Index Descriptions — The Swiss Market Index” in the accompanying underlying supplement.
The S&P/ASX 200 Index measures the performance of the 200 largest and most liquid index-eligible stocks listed on the Australian
Securities Exchange by float-adjusted market capitalization, and is widely considered Australia’s benchmark index. For additional
information see “Equity Index Descriptions — The S&P/ASX 200 Index” in the accompanying underlying supplement.
The Fund is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the investment results,
before fees and expenses, of an index composed of large-capitalization Chinese equities that trade on the Hong Kong Stock Exchange,
which we refer to as the Underlying Index with respect to the Fund. The Underlying Index with respect to the Fund is currently the
FTSE® China 50 Index. The FTSE® China 50 Index is composed of 50 of the largest and most liquid Chinese stocks listed and trading
on the Hong Kong Stock Exchange and is designed to represent the performance of the mainland Chinese market that is available to
international investors. For additional information about the Fund, see “Fund Descriptions — The iShares® ETFs” in the accompanying
underlying supplement.
Historical Information
The following graphs set forth the historical performance of the Basket as a whole, as well as each Underlying, based on the weekly
historical closing values of each Underlying from January 8, 2021 through February 20, 2026. The graph of the historical performance
of the Basket assumes that the closing level of the Basket on January 8, 2021 was 100 and that the weights of the Underlyings were as
specified under “Key Terms — Basket” in this pricing supplement on that date. The closing value of the EURO STOXX 50® Index on
February 24, 2026 was 6,116.60. The closing value of the Nikkei 225 Index on February 24, 2026 was 57,321.09. The closing value of
the FTSE® 100 Index on February 24, 2026 was 10,680.59. The closing value of the Swiss Market Index on February 24, 2026 was
13,997.13. The closing value of the S&P/ASX 200 Index on February 24, 2026 was 9,022.315. The closing value of the Fund on
February 24, 2026 was $38.37. We obtained the closing values above and below from the Bloomberg Professional® service
(“Bloomberg”), without independent verification. The closing values of the Fund above and below may have been adjusted by
Bloomberg for actions taken by the Fund, such as stock splits.
The historical closing levels of the Basket and the historical closing values of the Underlyings should not be taken as an indication of
future performance, and no assurance can be given as to the closing level of the Basket on the Observation Date or the closing values
of the Underlyings on the Pricing Date or the Observation Date. There can be no assurance that the performance of the Basket will
result in the return of any of your principal amount.
PS-9 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
PS-10 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
PS-11 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax
Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-
term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on your
notes could be materially and adversely affected. For example, the notes could be treated either as subject (in whole or in part) to the
“constructive ownership transaction” rules of Section 1260 of the Code, which very generally can operate to recharacterize certain long-
term capital gain as ordinary income and impose a notional interest charge (as discussed in the section entitled “Material U.S. Federal
Income Tax Consequences” in the accompanying product supplement), or as “contingent payment debt instruments.” In addition, in
2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the constructive ownership regime (as described above).
While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an
investment in the notes, including possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
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
PS-12 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a
profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as
PS-13 | Structured Investments
Uncapped Return Enhanced Notes Linked to an Unequally Weighted
Basket Consisting of the EURO STOXX 50® Index, the Nikkei 225 Index,
the FTSE® 100 Index, the Swiss Market Index, the S&P/ASX 200 Index and
the iShares® China Large-Cap ETF
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 Basket” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all
other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
• Product supplement no. 4-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
• Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
• Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
• Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
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.