JPMorgan offers buffered-return notes due Apr 14, 2031
JPMorgan Chase Financial Company LLC is offering Structured Investments Uncapped Buffered Return Enhanced Notes linked to the least performing of DIA, SPY and QQQ, due April 14, 2031.
JPMorgan Chase Financial Company LLC is offering Structured Investments Uncapped Buffered Return Enhanced Notes linked to the least performing of DIA, SPY and QQQ, due April 14, 2031. The notes are expected to price on or about April 8, 2026 and to settle on or about April 13, 2026, in minimum denominations of $1,000.
Per the pricing supplement, the notes seek an upside of at least an Upside Leverage Factor of 1.5265 on the least performing Fund return and provide a 30.00% buffer against downside; investors may lose up to 70.00% of principal if the Least Performing Fund declines more than the buffer. The notes are unsecured obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.; payments are subject to the issuers' credit risk.
Positive
- None.
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- None.
Insights
Notes combine leveraged upside on the worst-performing ETF with a substantial downside buffer.
These notes provide an uncapped upside equal to at least 1.5265 times the Least Performing Fund Return and a fixed 30.00% buffer that preserves principal only if losses do not exceed that buffer. The payout formula is explicit: gains are multiplied by the Upside Leverage Factor; losses beyond the buffer reduce principal on a one-for-one basis.
Key dependencies include the Final and Initial Values measured on the Pricing Date and Observation Date, and the calculation agent's adjustments to Share Adjustment Factors. Timing and valuation specifics will appear in the final pricing supplement.
Credit exposure to JPMorgan Financial and JPMorgan Chase & Co. is the primary counterparty risk.
The notes are unsecured obligations of JPMorgan Chase Financial Company LLC and are fully guaranteed by JPMorgan Chase & Co. Any payment depends on the issuers' creditworthiness; a default could eliminate recoveries under both the issuer and the guarantor obligations. The supplement stresses limited independent assets at the finance subsidiary.
Secondary market liquidity is likely constrained: the notes are unlisted and JPMS may be the sole or primary dealer; secondary prices typically are below issue and may incorporate internal funding spreads and hedging costs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What payout does AMJB's buffered enhanced note provide at maturity?
The notes pay $1,000 plus Least Performing Fund Return × 1.5265 if all Funds appreciate; otherwise principal is preserved only if losses do not exceed 30.00% for the Least Performing Fund.
How much principal downside protection do the AMJB notes offer?
The notes provide a fixed buffer of 30.00%; if the Least Performing Fund falls by more than 30.00%, investors lose 1% of principal for each 1% decline beyond the buffer, up to 70.00% loss.
When will AMJB notes price, settle, and mature?
The notes are expected to price on or about April 8, 2026, settle on or about April 13, 2026, and mature on April 14, 2031, subject to postponement for market disruption events.
What is the estimated value versus issue price for each AMJB note?
The estimated value is approximately $987.90 per $1,000 note if priced today; the estimated value when terms are set will not be less than $950.00 per $1,000 note.
Who bears credit and liquidity risk for these AMJB notes?
Investors bear credit risk of both JPMorgan Chase Financial Company LLC and guarantor JPMorgan Chase & Co. The notes are unlisted, and secondary liquidity may depend on JPMS, potentially pricing below original issue.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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 March 25, 2026
April , 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 Buffered Return Enhanced Notes Linked to the
Least Performing of the State Street® SPDR® Dow Jones
Industrial Average® ETF Trust, the State Street® SPDR® S&P
500® ETF Trust and the Invesco QQQ TrustSM, Series 1 due
April 14, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek an uncapped return of at least 1.5265 times any appreciation of the least
performing of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the State Street® SPDR® S&P 500®
ETF Trust and the Invesco QQQ TrustSM, Series 1, which we refer to as the Funds, at maturity.
● Investors should be willing to forgo interest and dividend payments and be willing to lose up to 70.00% of their principal
amount at maturity.
● The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
● Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
● Minimum denominations of $1,000 and integral multiples thereof
● The notes are expected to price on or about April 8, 2026 and are expected to settle on or about April 13, 2026.
● CUSIP: 46660R2D5
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
—
$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) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an
investment adviser. These broker-dealers will forgo any commissions related to these sales. 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 $987.90 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The State Street® SPDR® Dow Jones Industrial
Average® ETF Trust (Bloomberg ticker: DIA), the State Street®
SPDR® S&P 500® ETF Trust (Bloomberg ticker: SPY) and the
Invesco QQQ TrustSM, Series 1 (Bloomberg ticker: QQQ)
Upside Leverage Factor: At least 1.5265 (to be provided in the
pricing supplement)
Buffer Amount: 30.00%
Pricing Date: On or about April 8, 2026
Original Issue Date (Settlement Date): On or about April 13,
2026
Observation Date*: April 8, 2031
Maturity Date*: April 14, 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:
If the Final Value of each Fund is greater than its Initial Value,
your payment at maturity per $1,000 principal amount note will
be calculated as follows:
$1,000 + ($1,000 × Least Performing Fund Return × Upside
Leverage Factor)
If (i) the Final Value of one or more Funds is greater than its
Initial Value and the Final Value of the other Fund or Funds is
equal to its Initial Value or is less than its Initial Value by up to
the Buffer Amount or (ii) the Final Value of each Fund is equal
to its Initial Value or is less than its Initial Value by up to the
Buffer Amount, you will receive the principal amount of your
notes at maturity.
If the Final Value of any Fund is less than its Initial Value by
more than the Buffer Amount, your payment at maturity per
$1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Least Performing Fund Return + Buffer
Amount)]
If the Final Value of any Fund is less than its Initial Value by
more than the Buffer Amount, you will lose some or most of
your principal amount at maturity.
Least Performing Fund: The Fund with the Least Performing
Fund Return
Least Performing Fund Return: The lowest of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of
one share of that Fund on the Pricing Date
Final Value: With respect to each Fund, the closing price of
one share of that Fund on the Observation Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to 1.0
on the Pricing Date. The Share Adjustment Factor of each
Fund is subject to adjustment upon the occurrence of certain
events affecting that Fund. See “The Underlyings — Funds —
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
Supplemental Terms of the Notes
Any values of the Funds, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to three hypothetical
Funds. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the
payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume
the following:
● an Initial Value for the Least Performing Fund of $100.00;
● an Upside Leverage Factor of 1.5265; and
● a Buffer Amount of 30.00%.
The hypothetical Initial Value of the Least Performing Fund of $100.00 has been chosen for illustrative purposes only and may not
represent a likely actual Initial Value of any Fund. The actual Initial Value of each Fund will be the closing price of one share of that
Fund on the Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing prices of one
share of each Fund, please see the historical information set forth under “The Funds” in this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Value of the Least
Performing Fund
Least Performing Fund Return
Total Return on the Notes
Payment at Maturity
$165.00
65.00%
99.2225%
$1,992.225
$150.00
50.00%
76.3250%
$1,763.250
$140.00
40.00%
61.0600%
$1,610.600
$130.00
30.00%
45.7950%
$1,457.950
$120.00
20.00%
30.5300%
$1,305.300
$110.00
10.00%
15.2650%
$1,152.650
$105.00
5.00%
7.6325%
$1,076.325
$101.00
1.00%
1.5265%
$1,015.265
$100.00
0.00%
0.0000%
$1,000.000
$95.00
-5.00%
0.0000%
$1,000.000
$90.00
-10.00%
0.0000%
$1,000.000
$80.00
-20.00%
0.0000%
$1,000.000
$70.00
-30.00%
0.0000%
$1,000.000
$60.00
-40.00%
-10.0000%
$900.000
$50.00
-50.00%
-20.0000%
$800.000
$40.00
-60.00%
-30.0000%
$700.000
$30.00
-70.00%
-40.0000%
$600.000
$20.00
-80.00%
-50.0000%
$500.000
$10.00
-90.00%
-60.0000%
$400.000
$0.00
-100.00%
-70.0000%
$300.000
PS-3 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Least Performing Fund Returns.
There can be no assurance that the performance of the Least Performing Fund will result in the return of any of your principal amount in
excess of $300.00 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 Fund is greater than its Initial Value, investors will receive at maturity the $1,000 principal amount plus a
return equal to the Least Performing Fund Return times the Upside Leverage Factor of at least 1.5265.
● Assuming a hypothetical Upside Leverage Factor of 1.5265, if the closing price of one share of the Least Performing Fund
increases 10.00%, investors will receive at maturity a return equal to 15.265%, or $1,152.65 per $1,000 principal amount note.
Par Scenario:
If (i) the Final Value of one or more Funds is greater than its Initial Value and the Final Value of the other Fund or Funds is equal to its
Initial Value or is less than its Initial Value by up to the Buffer Amount of 30.00% or (ii) the Final Value of each Fund is equal to its Initial
Value or is less than its Initial Value by up to the Buffer Amount of 30.00%, investors will receive at maturity the principal amount of their
notes.
Downside Scenario:
If the Final Value of any Fund is less than its Initial Value by more than the Buffer Amount of 30.00%, investors will lose 1% of the
principal amount of their notes for every 1% that the Final Value of the Least Performing Fund is less than its Initial Value by more than
the Buffer Amount.
● For example, if the closing price of one share of the Least Performing Fund declines 60.00%, investors will lose 30.00% of their
principal amount and receive only $700.00 per $1,000 principal amount note at maturity, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 30.00%)] = $700.00
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 Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
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 Value of any Fund is less than its Initial Value by more than
30.00%, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least Performing Fund is
less than its Initial Value by more than 30.00%. Accordingly, under these circumstances, you will lose up to 70.00% 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.
● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND —
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by any of the Funds 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 Fund.
● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.
● THE NOTES DO NOT PAY INTEREST.
● YOU WILL NOT RECEIVE DIVIDENDS ON ANY FUND OR THE SECURITIES HELD BY ANY FUND OR HAVE ANY RIGHTS
WITH RESPECT TO ANY FUND OR 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 J.P. Morgan Securities LLC, which we refer to as 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.
PS-5 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
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 structuring and hedging the notes are included in
the original issue price of the notes. These costs include 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 projected hedging profits, if any, and estimated hedging costs that are
included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from
you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the
Maturity Date could result in a substantial loss to you.
● SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the projected hedging profits, if any, estimated hedging costs and the prices of
one share of the Funds. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the
notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of
PS-6 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors — Risks
Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be
impacted by many economic and market factors” in the accompanying product supplement.
Risks Relating to the Funds
● JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE STATE STREET® SPDR® DOW
JONES INDUSTRIAL AVERAGE® ETF TRUST AND THE STATE STREET® SPDR® S&P 500® ETF TRUST AND THEIR
UNDERLYING INDICES,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the price of one share of either the State Street® SPDR® Dow Jones Industrial Average® ETF Trust or the State Street® SPDR®
S&P 500® ETF Trust or the level of either of their Underlying Indices (as defined under “The Funds” below).
● THERE ARE RISKS ASSOCIATED WITH THE FUNDS —
The Funds are subject to management risk, which is the risk that the investment strategies of the applicable 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 prices of the shares of the Funds and, consequently, the value of the notes.
● THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE —
Each Fund does not fully replicate its Underlying Index (as defined under “The Funds” below) and may hold securities different
from those included in its Underlying Index. In addition, the performance of each 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 each Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying a Fund (such as mergers and spin-offs) may impact the variance between the performances of that Fund and its
Underlying Index. Finally, because the shares of each Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of
a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to
buy and sell shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary
substantially from the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may
not correlate with the performance of its Underlying Index as well as the net asset value per share of that Fund, which could
materially and adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.
● NON-U.S. SECURITIES RISK WITH RESPECT TO THE INVESCO QQQ TRUSTSM, SERIES 1 —
Some of the equity securities held by the Invesco QQQ TrustSM, Series 1 have been issued by non-U.S. companies. Investments
in securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of
those non-U.S. equity securities.
● THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
PS-7 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
The Funds
The State Street® SPDR® Dow Jones Industrial Average® ETF Trust (formerly known as the SPDR® Dow Jones Industrial AverageSM
ETF Trust) is an exchange-traded fund that seeks to provide investment results that, before expenses, generally correspond to the
price and yield performance of the Dow Jones Industrial Average®, which we refer to as the Underlying Index with respect to the State
Street® SPDR® Dow Jones Industrial Average® ETF Trust. The Dow Jones Industrial Average® consists of 30 common stocks chosen
as representative of the broad market of U.S. industry. For additional information about the State Street® SPDR® Dow Jones Industrial
Average® ETF Trust, see “Fund Descriptions — The SPDR® Dow Jones Industrial AverageSM ETF Trust” in the accompanying
underlying supplement.
The State Street® SPDR® S&P 500® ETF Trust (formerly known as the SPDR® S&P 500® ETF Trust) is a registered investment
company whose trust units represent an undivided ownership interest in a portfolio of all, or substantially all, of the common stocks of
the S&P 500® Index. The State Street® SPDR® S&P 500® ETF Trust seeks to provide investment results that, before expenses,
generally correspond to the price and yield performance of the S&P 500® Index, which we refer to as the Underlying Index with respect
to the State Street® SPDR® S&P 500® ETF Trust. The S&P 500® Index consists of stocks of 500 companies selected to provide a
performance benchmark for the U.S. equity markets. For additional information about the State Street® SPDR® S&P 500® ETF Trust,
see “Fund Descriptions — The SPDR® S&P 500® ETF Trust” in the accompanying underlying supplement.
The Invesco QQQ TrustSM, Series 1 is an exchange-traded fund that seeks to track the investment results, before fees and expenses,
of the Nasdaq-100 Index®, which we refer to as the Underlying Index with respect to the Invesco QQQ TrustSM, Series 1. The Nasdaq-
100 Index® is a modified market capitalization-weighted index of stocks of the 100 largest non-financial companies listed on The
Nasdaq Stock Market based on market capitalization. For additional information about the Invesco QQQ TrustSM, Series 1, see “Fund
Descriptions — The Invesco QQQ TrustSM, Series 1” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through March 20, 2026. The closing price of one share of the State Street® SPDR® Dow Jones
Industrial Average® on March 24, 2026 was $583.98. The closing price of one share of the State Street® SPDR® S&P 500® ETF Trust
on March 24, 2026 was $653.18. The closing price of one share of the Invesco QQQ TrustSM, Series 1 on March 24, 2026 was
$461.17. We obtained the closing prices above and below from the Bloomberg Professional® service (“Bloomberg”), without
independent verification. The closing prices above and below may have been adjusted by Bloomberg for actions taken by the Funds,
such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of any Fund on the Pricing Date or the Observation Date. There can be no assurance
that the performance of the Funds will result in the return of any of your principal amount in excess of $300.00 per $1,000 principal
amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
PS-8 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax
Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement. Assuming this treatment is respected, subject to the possible application of the “constructive
ownership” rules, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than
a year, whether or not you are an initial purchaser of notes at the issue price. The notes could be treated as “constructive ownership
transactions” within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-term capital gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a
constant yield over your holding period for the notes. Our special tax counsel has not expressed an opinion with respect to whether the
constructive ownership rules apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the potential
application of the constructive ownership rules.
PS-9 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income
or loss on your notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice
requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice
focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the
relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the constructive ownership regime described above. While the notice requests comments on
appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these
issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the
potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
PS-10 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with structuring and
hedging the notes are included in the original issue price of the notes. These costs include 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 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 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 Funds” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus (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.
PS-11 | Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the State Street® SPDR® Dow Jones Industrial Average® ETF Trust, the
State Street® SPDR® S&P 500® ETF Trust and the Invesco QQQ TrustSM,
Series 1
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.