JPMorgan offers 1.33x Upside Accelerated Barrier Notes

Q: What upside does AMJB structured note offer?

It offers at least a 1.33 times participation in any appreciation of the Basket at maturity. The Upside Leverage Factor is stated as at least 1.33 and will be provided in the pricing supplement.

Q: When do the 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. Observation Date is April 8, 2031.

Q: How does the Barrier affect principal repayment for AMJB notes?

If the Final Basket Value is below 70.00% of the Initial Basket Value, holders suffer pro rata principal loss equal to the Basket Return; if below the Barrier, investors can lose more than 30.00% up to all principal.

Q: What is the estimated value versus issue price for these notes?

The estimated value at pricing would be approximately $976.00 per $1,000 note and will not be less than $900.00 per $1,000 note; the original issue price will exceed the estimated value due to costs and fees.

JPMorgan Chase Financial Company LLC offers uncapped accelerated barrier notes linked to an unequally weighted basket of the S&P 500® Futures Excess Return Index (40%), the Nasdaq-100 Index® (40%) and the iShares® MSCI Emerging Markets ETF (20%).

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

424B2

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC offers uncapped accelerated barrier notes linked to an unequally weighted basket of the S&P 500® Futures Excess Return Index (40%), the Nasdaq-100 Index® (40%) and the iShares® MSCI Emerging Markets ETF (20%). The notes, fully and unconditionally guaranteed by JPMorgan Chase & Co., seek at least a 1.33 times upside participation if the Final Basket Value exceeds the Initial Basket Value and provide principal protection only if the Final Basket Value is at or above a 70.00% Barrier of the Initial Basket Value. If the Final Basket Value is below the Barrier, investors lose pro rata principal; in extreme downside scenarios they can lose all principal. Notes are expected to price on or about April 8, 2026 and settle on or about April 13, 2026, with maturity on April 14, 2031. The estimated value at pricing would be approximately $976.00 per $1,000 note and will not be less than $900.00 per $1,000 principal amount.

Insights

Legal structure and investor protections are conventional for issuer‑guaranteed structured notes.

The notes are unsecured obligations of JPMorgan Chase Financial Company LLC with a full guarantee from JPMorgan Chase & Co., and they incorporate customary amendments allowing correction of index/underlying values by unilateral amendment of the pricing supplement. Key legal qualifiers include postponement provisions for Determination/Payment Dates and hybrid instrument exemption from the Commodity Exchange Act.

Investors should note the guarantee ranks pari passu with other unsecured obligations and that the barrier benefit terminates if the Final Basket Value is below the Barrier on the Observation Date; timing and amendment powers are preserved in favor of the issuer.

Product combines leveraged upside (≥1.33x) with significant downside exposure linked to a 70.00% barrier.

Economically, returns equal $1,000 + $1,000×Basket Return×Upside Leverage Factor when the Final Basket Value is higher than the Initial Basket Value; otherwise principal is protected only above the 70.00% Barrier. The basket is 80.00% weighted to two equity indices, concentrating market‑direction risk there.

Secondary market liquidity is limited (notes unlisted) and estimated value is model-derived ($976.00 per $1,000). Credit exposure is to both JPMorgan Financial and JPMorgan Chase & Co.; changes in either creditworthiness may materially affect note value.

Key Figures

Upside Leverage Factor: 1.33 Barrier Amount: 70.00% of Initial Basket Value Basket Weights: 40.00% SPX Futures / 40.00% NDX / 20.00% EEM +4 more

7 metrics

Upside Leverage Factor 1.33 stated minimum upside participation

Barrier Amount 70.00% of Initial Basket Value determines principal protection on Observation Date

Basket Weights 40.00% SPX Futures / 40.00% NDX / 20.00% EEM unequally weighted Basket composition

Estimated value at pricing $976.00 per $1,000 approximate estimated value if notes priced today

Minimum estimated value floor $900.00 per $1,000 pricing supplement guarantee floor for estimated value

Pricing / Settlement / Maturity April 8, 2026 / April 13, 2026 / April 14, 2031 expected pricing, settlement and maturity dates

Minimum denomination $1,000 principal amount per note and integral multiples

Key Terms

S&P 500® Futures Excess Return Index, Upside Leverage Factor, Share Adjustment Factor, Hybrid instrument exemption

4 terms

S&P 500® Futures Excess Return Index financial

"measures performance of nearest maturing quarterly Underlying Futures Contracts"

Upside Leverage Factor financial

"At least 1.33 (to be provided in the pricing supplement)"

Hybrid instrument exemption regulatory

"exemption from regulation under the Commodity Exchange Act"

FAQ

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

What upside does AMJB structured note offer?

It offers at least a 1.33 times participation in any appreciation of the Basket at maturity. The Upside Leverage Factor is stated as at least 1.33 and will be provided in the pricing supplement.

When do the 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. Observation Date is April 8, 2031.

How does the Barrier affect principal repayment for AMJB notes?

If the Final Basket Value is below 70.00% of the Initial Basket Value, holders suffer pro rata principal loss equal to the Basket Return; if below the Barrier, investors can lose more than 30.00% up to all principal.

What is the estimated value versus issue price for these notes?

The estimated value at pricing would be approximately $976.00 per $1,000 note and will not be less than $900.00 per $1,000 note; the original issue price will exceed the estimated value due to costs and fees.

Who bears credit risk on AMJB notes?

Payments are obligations of JPMorgan Chase Financial Company LLC and are fully guaranteed by JPMorgan Chase & Co. Holders are exposed to the credit risk of both entities, which may affect note value.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 04/06/2026 - 04:49 PM

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 April 6, 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 Accelerated Barrier Notes Linked to an 

Unequally Weighted Basket Consisting of the S&P 500® 

Futures Excess Return Index, the Nasdaq-100 Index® and 

the iShares® MSCI Emerging Markets ETF 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 1.33 times any appreciation of an 

unequally weighted basket of the S&P 500® Futures Excess Return Index, the Nasdaq-100 Index® and the iShares® 

MSCI Emerging Markets ETF at maturity. 

•  Because the S&P 500® Futures Excess Return Index and the Nasdaq-100 Index® make up 80.00% 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 S&P 500® Futures Excess Return Index and the Nasdaq-100 Index®. 

•  Investors should be willing to forgo interest and dividend payments and be willing to lose a significant portion or all of

their principal amount at maturity. 

•  The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to 

as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.  Any 

payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit 

risk of JPMorgan Chase & Co., as guarantor of the notes. 

•  Minimum denominations of $1,000 and integral multiples thereof 

•  The notes are expected to price on or about April 8, 2026 and are expected to settle on or about April 13, 2026. 

•  CUSIP: 46660RTQ7 

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 $11.25 per 

$1,000 principal amount note.  See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. 

If the notes priced today, the estimated value of the notes would be approximately $976.00 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 $900.00 per $1,000 principal amount note.  See “The Estimated Value of the Notes” in this 

pricing supplement for additional information. 

The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency 

and are not obligations of, or guaranteed by, a bank. 

PS-1 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets 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 S&P 500® Futures Excess Return Index 

(Bloomberg ticker: SPXFP);

•  40.00% of the Nasdaq-100 Index® (Bloomberg ticker: 

NDX) (each of the S&P 500® Futures Excess Return 

Index and the Nasdaq-100 Index®, an “Index” and 

collectively, the “Indices”); and

•  20.00% of the iShares® MSCI Emerging Markets ETF 

(Bloomberg ticker: EEM) (the “Fund”) 

(each of the Indices and the Fund, an “Underlying” and 

collectively, the “Underlyings”). 

Upside Leverage Factor: At least 1.33 (to be provided in the 

pricing supplement) 

Barrier Amount: 70.00% of the Initial Basket Value, which is 

70.00 

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 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 or 

is less than the Initial Basket Value but greater than or equal 

to the Barrier Amount, you will receive the principal amount of 

your notes at maturity. 

If the Final Basket Value is less than the Barrier Amount, your 

payment at maturity per $1,000 principal amount note will be 

calculated as follows: 

$1,000 + ($1,000 × Basket Return) 

If the Final Basket Value is less than the Barrier Amount, you 

will lose more than 30.00% of your principal amount at 

maturity and could lose all of your principal amount at 

maturity. 

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 S&P 500® 

Futures Excess Return Index) + (40.00% × Underlying Return 

of the Nasdaq-100 Index®) + (20.00% × 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 Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

Supplemental Terms of the Notes 

The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act, as amended (the 

“Commodity Exchange Act”).  The notes are offered pursuant to an exemption from regulation under the Commodity Exchange Act, 

commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed to the 

value, level or rate of one or more commodities, as set out in section 2(f) of that statute.  Accordingly, you are not afforded any 

protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading Commission. 

For purposes of the accompanying product supplement, the S&P 500® Futures Excess Return Index will be deemed to be an Equity 

Index, except as provided below, and any references in the accompanying product supplement to the securities included in an Equity 

Index (or similar references) should be read to refer to the securities included in the S&P 500® Index, which is the reference index for 

the futures contracts included in the S&P 500® Futures Excess Return Index.  Notwithstanding the foregoing, the S&P 500® Futures 

Excess Return Index will be deemed to be a Commodity Index for purposes of the section entitled “The Underlyings — Indices — 

Discontinuation of an Index; Alteration of Method of Calculation” in the accompanying product supplement. 

Notwithstanding anything to the contrary in the accompanying product supplement, if a Determination Date (as defined in the 

accompanying product supplement) has been postponed to the applicable Final Disrupted Determination Date (as defined in the 

accompanying product supplement) and that day is a Disrupted Day (as defined in the accompanying product supplement), the 

calculation agent will determine the closing level of the S&P 500® Futures Excess Return Index for that Determination Date on that 

Final Disrupted Determination Date in accordance with the formula for and method of calculating the closing level of the S&P 500® 

Futures Excess Return Index last in effect prior to the commencement of the market disruption event (or prior to the non-trading day), 

using the official settlement price (or, if trading in the relevant futures contract has been materially suspended or materially limited, the 

calculation agent’s good faith estimate of the applicable settlement price that would have prevailed but for that suspension or limitation) 

at the close of the principal trading session on that date of each futures contract most recently composing the S&P 500® Futures 

Excess Return Index, as well as any futures contract required to roll any expiring futures contract in accordance with the method of 

calculating the S&P 500® Futures Excess Return Index. 

Any values of the Indices, 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. 

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. 

PS-3 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

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;  

•  an Upside Leverage Factor of 1.33; and 

•  a Barrier Amount of 70.00 (equal to 70.00% of the hypothetical Initial Basket Value). 

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% 

86.45% 

$1,864.50  

150.00

50.00% 

66.50% 

$1,665.00  

140.00 

40.00% 

53.20% 

$1,532.00  

130.00 

30.00% 

39.90% 

$1,399.00  

120.00 

20.00% 

26.60% 

$1,266.00  

110.00 

10.00% 

13.30% 

$1,133.00  

105.00 

5.00% 

6.65% 

$1,066.50  

101.00 

1.00% 

1.33% 

$1,013.30  

100.00 

0.00% 

0.00% 

$1,000.00 

95.00 

-5.00% 

0.00% 

$1,000.00 

90.00 

-10.00% 

0.00% 

$1,000.00 

80.00 

-20.00% 

0.00% 

$1,000.00 

70.00 

-30.00% 

0.00% 

$1,000.00 

69.99 

-30.01% 

-30.01% 

$699.90 

60.00 

-40.00% 

-40.00% 

$600.00 

50.00 

-50.00% 

-50.00% 

$500.00 

40.00 

-60.00% 

-60.00% 

$400.00 

30.00 

-70.00% 

-70.00% 

$300.00 

20.00 

-80.00% 

-80.00% 

$200.00 

10.00 

-90.00% 

-90.00% 

$100.00 

0.00 

-100.00% 

-100.00% 

$0.00 

PS-4 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets 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 1.33. 

• Assuming a hypothetical Upside Leverage Factor of 1.33, if the closing level of the Basket increases 5.00%, investors will receive 

at maturity a return equal to 6.65%, or $1,066.50 per $1,000 principal amount note. 

Par Scenario: 

If the Final Basket Value is equal to the Initial Basket Value or is less than the Initial Basket Value but greater than or equal to the 

Barrier Amount of 70.00% of 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 Barrier Amount of 70.00% of 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. 

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 Barrier Amount, 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 more than 30.00% of your principal amount at maturity and could lose all of your principal 

amount at maturity. 

PS-5 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

• 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 BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE —  

If the Final Basket Value is less than the Barrier Amount, the benefit provided by the Barrier Amount will terminate and you will be 

fully exposed to any depreciation of the Basket. 

• 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 three Underlyings.  Because the S&P 500® Futures Excess 

Return Index and the Nasdaq-100 Index® make up 80.00% 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 S&P 500® Futures Excess Return Index 

and the Nasdaq-100 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 HAVE ANY RIGHTS WITH RESPECT TO THE E-MINI® S&P 500® FUTURES CONTRACTS (THE 

“UNDERLYING FUTURES CONTRACTS”) OR THE SECURITIES INCLUDED IN THE INDEX UNDERLYING THE 

UNDERLYING FUTURES CONTRACTS. 

• YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY THE NASDAQ-100 

INDEX® OR THE FUND OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES. 

• THE RISK OF THE CLOSING LEVEL OF THE BASKET FALLING BELOW THE BARRIER AMOUNT IS GREATER IF THE 

LEVEL OF THE BASKET IS VOLATILE. 

• 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. 

PS-6 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

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 

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 

PS-7 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

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 

• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX, THE INDEX 

UNDERLYING THE UNDERLYING FUTURES CONTRACTS OF THE S&P 500® FUTURES EXCESS RETURN INDEX, 

but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect 

the level of the S&P 500® Futures Excess Return Index. 

• THE S&P 500® FUTURES EXCESS RETURN INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH THE 

UNDERLYING FUTURES CONTRACTS —  

The S&P 500® Futures Excess Return Index tracks the excess return of the Underlying Futures Contracts.  The price of an 

Underlying Futures Contract depends not only on the level of the underlying index referenced by the Underlying Futures Contract, 

but also on a range of other factors, including but not limited to the performance and volatility of the U.S. stock market, corporate 

earnings reports, geopolitical events, governmental and regulatory policies and the policies of the Chicago Mercantile Exchange 

(the “Exchange”) on which the Underlying Futures Contracts trade.  In addition, the futures markets are subject to temporary 

distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators 

and government regulation and intervention.  These factors and others can cause the prices of the Underlying Futures Contracts to 

be volatile and could adversely affect the level of the S&P 500® Futures Excess Return Index and any payments on, and the value 

of, your notes. 

• SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE UNDERLYING FUTURES CONTRACTS MAY ADVERSELY 

AFFECT THE VALUE OF YOUR NOTES —  

Futures markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, the 

participation of speculators, and government regulation and intervention.  In addition, futures exchanges generally have regulations 

that limit the amount of the Underlying Futures Contract price fluctuations that may occur in a single day.  These limits are 

generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result 

of those limits is referred to as a “limit price.”  Once the limit price has been reached in a particular contract, no trades may be 

made at a price beyond the limit, or trading may be limited for a set period of time.  Limit prices have the effect of precluding trading 

in a particular contract or forcing the liquidation of contracts at potentially disadvantageous times or prices.  These circumstances 

could delay the calculation of the level of the S&P 500® Futures Excess Return Index and could adversely affect the level of the 

S&P 500® Futures Excess Return Index and any payments on, and the value of, your notes. 

• THE PERFORMANCE OF THE S&P 500® FUTURES EXCESS RETURN INDEX WILL DIFFER FROM THE PERFORMANCE OF 

THE INDEX UNDERLYING THE UNDERLYING FUTURES CONTRACTS — 

A variety of factors can lead to a disparity between the performance of a futures contract on an equity index and the performance 

of that equity index, including the expected dividend yields of the equity securities included in that equity index, an implicit financing 

cost associated with futures contracts and policies of the exchange on which the futures contracts are traded, such as margin 

requirements.  Thus, a decline in expected dividends yields or an increase in margin requirements may adversely affect the 

performance of the S&P 500® Futures Excess Return Index.  In addition, the implicit financing cost will negatively affect the 

performance of the S&P 500® Futures Excess Return Index, with a greater negative effect when market interest rates are higher.  

During periods of high market interest rates, the S&P 500® Futures Excess Return Index is likely to underperform the equity index 

underlying the Underlying Futures Contracts, perhaps significantly. 

• NEGATIVE ROLL RETURNS ASSOCIATED WITH THE UNDERLYING FUTURES CONTRACTS MAY ADVERSELY AFFECT 

THE LEVEL OF THE S&P 500® FUTURES EXCESS RETURN INDEX AND THE VALUE OF THE NOTES —  

The S&P 500® Futures Excess Return Index tracks the excess return of the Underlying Futures Contracts.  Unlike common equity 

securities, futures contracts, by their terms, have stated expirations.  As the exchange-traded Underlying Futures Contracts 

approach expiration, they are replaced by contracts of the same series that have a later expiration.  For example, an Underlying 

Futures Contract notionally purchased and held in June may specify a September expiration date.  As time passes, the contract 

expiring in September is replaced by a contract for delivery in December.  This is accomplished by notionally selling the September 

contract and notionally purchasing the December contract.  This process is referred to as “rolling.”  Excluding other considerations, 

if prices are higher in the distant delivery months than in the nearer delivery months, the notional purchase of the December 

contract would take place at a price that is higher than the price of the September contract, thereby creating a negative “roll return.”  

Negative roll returns adversely affect the returns of the Underlying Futures Contracts and, therefore, the level of the S&P 500® 

PS-8 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

Futures Excess Return Index and any payments on, and the value of, the notes.  Because of the potential effects of negative roll 

returns, it is possible for the level of the S&P 500® Futures Excess Return Index to decrease significantly over time, even when the 

levels of the underlying index referenced by the Underlying Futures Contracts are stable or increasing.   

• NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX® AND THE FUND —  

Some or all of the equity securities included in the Nasdaq-100 Index® or held by the Fund 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. 

• 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 Basket” 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, 

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 the 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 

PS-9 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

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. 

• OTHER KEY RISK: 

o  THE S&P 500® FUTURES EXCESS RETURN INDEX COMPRISES NOTIONAL ASSETS AND LIABILITIES.  THERE IS NO 

ACTUAL PORTFOLIO OF ASSETS TO WHICH ANY PERSON IS ENTITLED OR IN WHICH ANY PERSON HAS ANY 

OWNERSHIP INTEREST. 

PS-10 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

The Basket 

The return on the notes is linked to an unequally weighted basket consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the Fund.  Because the S&P 500® Futures Excess Return Index and the Nasdaq-100 Index® make up 80.00% 

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 S&P 500® Futures Excess Return Index and the Nasdaq-100 Index®. 

The S&P 500® Futures Excess Return Index measures the performance of the nearest maturing quarterly Underlying Futures Contracts 

trading on the Chicago Mercantile Exchange (the “Exchange”).  The Underlying Futures Contracts are U.S. dollar-denominated futures 

contracts based on the S&P 500® Index.  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 S&P 500® Futures Excess Return Index and the 

Underlying Futures Contracts, see Annex A in this pricing supplement. 

The Nasdaq-100 Index® is a modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The 

Nasdaq Stock Market based on market capitalization.  For additional information about the Nasdaq-100 Index®, see “Equity Index 

Descriptions — The Nasdaq-100 Index®” in the accompanying underlying supplement. 

The Fund is an exchange-traded fund of iShares®, Inc., a registered investment company, that seeks to track the investment results, 

before fees and expenses, of an index composed of large- and mid-capitalization emerging market equities, which we refer to as the 

Underlying Index with respect to the Fund.  The Underlying Index with respect to the Fund is currently the MSCI Emerging Markets 

Index.  The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure the equity 

market performance of global emerging markets.  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 from January 8, 2021 through March 27, 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 S&P 500® Futures Excess Return Index on March 

31, 2026 was 527.35.  The closing value of the Nasdaq-100 Index® on March 31, 2026 was 23,740.19.  The closing value of the Fund 

on March 31, 2026 was $56.79.  We obtained the closing values of the Underlyings 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 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-11 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

PS-12 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets 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, 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.   

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 

PS-13 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

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 

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. 

PS-14 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

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. 

PS-15 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

Annex A 

The S&P 500® Futures Excess Return Index 

All information contained in this pricing supplement regarding the S&P 500® Futures Excess Return Index (the “SPX Futures Index”), 

including, without limitation, its make-up, method of calculation and changes in its components, has been derived from publicly 

available information, without independent verification.  This information reflects the policies of, and is subject to change by, S&P Dow 

Jones Indices LLC (“S&P Dow Jones”).  The SPX Futures Index is calculated, maintained and published by S&P Dow Jones.  S&P Dow 

Jones has no obligation to continue to publish, and may discontinue the publication of, the SPX Futures Index. 

The SPX Futures Index is reported by Bloomberg L.P. under the ticker symbol “SPXFP.” 

The SPX Futures Index measures the performance of the nearest maturing quarterly E-mini® S&P 500® futures contracts (Symbol: ES) 

(the “Underlying Futures Contracts”) trading on the Chicago Mercantile Exchange (the “Exchange”).  E-mini® S&P 500® futures 

contracts are U.S. dollar-denominated futures contracts based on the S&P 500® Index.  For additional information about the S&P 500® 

Index, see “Equity Index Descriptions — The S&P U.S. Indices” in the accompanying underlying supplement.  The SPX Futures Index 

is calculated real-time from the price change of the Underlying Futures Contracts.  The SPX Futures Index is an “excess return” index 

that is based on price levels of the Underlying Futures Contracts as well as the discount or premium obtained by “rolling” hypothetical 

positions in the Underlying Futures Contracts as they approach delivery.  The SPX Futures Index does not reflect interest earned on 

hypothetical, fully collateralized contract positions. 

Index Rolling 

As each Underlying Futures Contract approaches maturity, it is replaced by the next maturing Underlying Futures Contract in a process 

referred to as “rolling.”  The rolling of the SPX Futures Index occurs quarterly over a one-day rolling period (the “roll day”) every March, 

June, September and December, effective after the close of trading five business days preceding the last trading date of the maturing 

Underlying Futures Contract. 

On any scheduled roll day, the occurrence of either of the following circumstances will result in an adjustment of the roll day according 

to the procedure set forth in this section:  

•  An exchange holiday occurs on that scheduled roll day. 

•  The daily contract price of any Underlying Futures Contract within the index on that scheduled roll day is a limit price. 

If either of the above events occur, the relevant roll day will take place on the next designated commodity index business day whereby 

none of the circumstances identified take place. 

If a disruption is approaching the last trading day of a contract expiration, the Index Committee (defined below) will convene to 

determine the appropriate course of action, which may include guidance from the Exchange. 

The Index Committee may change the date of a given rebalancing for reasons including market holidays occurring on or around the 

scheduled rebalancing date.  Any such change will be announced with proper advance notice where possible. 

Index Calculations 

The closing level of the SPX Futures Index on any trading day reflects the change in the daily contract price of the Underlying Futures 

Contract since the immediately preceding trading day.  On each quarterly roll day, the closing level of the SPX Futures Index reflects 

the change from the daily contract price of the maturing Underlying Futures Contract on the immediately preceding trading day to the 

daily contract price of the next maturing Underlying Futures Contract on that roll day. 

The daily contract price of an Underlying Futures Contract will be the settlement price reported by the Exchange.  If the Exchange fails 

to open due to unforeseen circumstances, such as natural disasters, inclement weather, outages, or other events, the SPX Futures 

Index uses the prior daily contract prices.  In situations where the Exchange is forced to close early due to unforeseen events, such as 

computer or electric power failures, weather conditions or other events, S&P Dow Jones calculates the closing level of the SPX Futures 

Index based on (1) the daily contract price published by the Exchange, or (2) if no daily contract price is available, the Index Committee 

determines the course of action and notifies clients accordingly. 

Index Corrections and Recalculations 

S&P Dow Jones reserves the right to recalculate an index at its discretion in the event that settlement prices are amended or upon the 

occurrence of a missed index methodology event (deviation from what is stated in the methodology document).   

PS-16 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

Index Governance 

An S&P Dow Jones index committee (the “Index Committee”) maintains the SPX Futures Index.  All committee members are full-time 

professional members of S&P Dow Jones’ staff.  The Index Committee may revise index policy covering rules for including currencies, 

the timing of rebalancing or other matters.  The Index Committee considers information about changes to the SPX Futures Index and 

related matters to be potentially market moving and material.  Therefore, all Index Committee discussions are confidential.  

The Index Committees reserve the right to make exceptions when applying the methodology of the SPX Futures Index if the need 

arises.  In any scenario where the treatment differs from the general rules stated in this document or supplemental documents, notice 

will be provided, whenever possible. 

In addition to the daily governance of the SPX Futures Index and maintenance of its index methodology, at least once within any 12-

month period, the Index Committee reviews the methodology to ensure the SPX Futures Index continues to achieve the stated 

objectives, and that the data and methodology remain effective.  In certain instances, S&P Dow Jones may publish a consultation 

inviting comments from external parties. 

License Agreement  

JPMorgan Chase & Co. or its affiliate has entered into an agreement with S&P Dow Jones that provides it and certain of its affiliates or 

subsidiaries, including JPMorgan Financial, with a non-exclusive license and, for a fee, with the right to use the SPX Futures Index, 

which is owned and published by S&P Dow Jones, in connection with certain securities, including the notes. 

The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones or its third-party licensors.  Neither S&P Dow Jones nor 

its third-party licensors make any representation or warranty, express or implied, to the owners of the notes or any member of the public 

regarding the advisability of investing in securities generally or in the notes particularly or the ability of the SPX Futures Index to track 

general stock market performance.  S&P Dow Jones’ and its third-party licensors’ only relationship to JPMorgan Financial or JPMorgan 

Chase & Co. is the licensing of certain trademarks and trade names of S&P Dow Jones and the third-party licensors and of the SPX 

Futures Index which is determined, composed and calculated by S&P Dow Jones or its third-party licensors without regard to JPMorgan 

Financial or JPMorgan Chase & Co. or the notes.  S&P Dow Jones and its third-party licensors have no obligation to take the needs of 

JPMorgan Financial or JPMorgan Chase & Co. or the owners of the notes into consideration in determining, composing or calculating 

the SPX Futures Index.  Neither S&P Dow Jones nor its third-party licensors are responsible for and has not participated in the 

determination of the prices and amount of the notes or the timing of the issuance or sale of the notes or in the determination or 

calculation of the equation by which the notes are to be converted into cash.  S&P Dow Jones has no obligation or liability in connection 

with the administration, marketing or trading of the notes. 

NEITHER S&P DOW JONES, ITS AFFILIATES NOR THEIR THIRD-PARTY LICENSORS GUARANTEE THE ADEQUACY, 

ACCURACY, TIMELINESS OR COMPLETENESS OF THE SPX FUTURES INDEX OR ANY DATA INCLUDED THEREIN OR ANY 

COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC 

COMMUNICATIONS) WITH RESPECT THERETO.  S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS 

SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN.  S&P 

DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF 

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE SPX 

FUTURES INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT 

WHATSOEVER SHALL S&P DOW JONES, ITS AFFILIATES OR THEIR THIRD-PARTY LICENSORS BE LIABLE FOR ANY 

INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF 

PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF 

SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. 

“S&P®” and “S&P 500®” are trademarks of S&P Global, Inc. or its affiliates and have been licensed for use by JPMorgan Chase & Co. 

and its affiliates, including JPMorgan Financial. 

Background on Futures Contracts 

Overview of Futures Markets  

Futures contracts are contracts that legally obligate the holder to buy or sell an asset at a predetermined delivery price during a 

specified future time period.  Futures contracts are traded on regulated futures exchanges, in the over-the-counter market and on 

various types of physical and electronic trading facilities and markets.  An exchange-traded futures contract provides for the purchase 

and sale of a specified type and quantity of an underlying asset or financial instrument during a stated delivery month for a fixed price.  

A futures contract provides for a specified settlement month in which the cash settlement is made or in which the underlying asset or 

PS-17 | Structured Investments 

Uncapped Accelerated Barrier Notes Linked to an Unequally Weighted 

Basket Consisting of the S&P 500® Futures Excess Return Index, the 

Nasdaq-100 Index® and the iShares® MSCI Emerging Markets ETF 

financial instrument is to be delivered by the seller (whose position is therefore described as “short”) and acquired by the purchaser 

(whose position is therefore described as “long”).  

No purchase price is paid or received on the purchase or sale of a futures contract.  Instead, an amount of cash or cash equivalents 

must be deposited with the broker as “initial margin.”  This amount varies based on the requirements imposed by the exchange clearing 

houses, but it may be lower than 5% of the notional value of the contract.  This margin deposit provides collateral for the obligations of 

the parties to the futures contract. 

By depositing margin, which may vary in form depending on the exchange, with the clearing house or broker involved, a market 

participant may be able to earn interest on its margin funds, thereby increasing the total return that it may realize from an investment in 

futures contracts. 

In the United States, futures contracts are traded on designated contract markets.  At any time prior to the expiration of a futures 

contract, a trader may elect to close out its position by taking an opposite position on the exchange on which the trader obtained the 

position, subject to the availability of a liquid secondary market.  This operates to terminate the position and fix the trader’s profit or loss.  

Futures contracts are cleared through the facilities of a centralized clearing house and a brokerage firm, referred to as a “futures 

commission merchant,” which is a member of the clearing house. 

Unlike common equity securities, futures contracts, by their terms, have stated expirations.  At a specific point in time prior to expiration, 

trading in a futures contract for the current delivery month will cease.  As a result, a market participant wishing to maintain its exposure 

to a futures contract on a particular asset or financial instrument with the nearest expiration must close out its position in the expiring 

contract and establish a new position in the contract for the next delivery month, a process referred to as “rolling.”  For example, a 

market participant with a long position in a futures contract expiring in November who wishes to maintain a position in the nearest 

delivery month will, as the November contract nears expiration, sell the November contract, which serves to close out the existing long 

position, and buy a futures contract expiring in December.  This will “roll” the November position into a December position, and, when 

the November contract expires, the market participant will still have a long position in the nearest delivery month. 

Futures exchanges and clearing houses in the United States are subject to regulation by the Commodity Futures Trading Commission 

(the “CFTC”).  Exchanges may adopt rules and take other actions that affect trading, including imposing speculative position limits, 

maximum price fluctuations and trading halts and suspensions and requiring liquidation of contracts in certain circumstances.  Futures 

markets outside the United States are generally subject to regulation by foreign regulatory authorities comparable to the CFTC.  The 

structure and nature of trading on non-U.S. exchanges, however, may differ from the above description. 

Underlying Futures Contracts 

E-mini® S&P 500® futures contracts are U.S. dollar-denominated futures contracts, based on the S&P 500® Index, traded on the 

Exchange, representing a contract unit of $50 multiplied by the S&P 500® Index, measured in cents per index point.  

E-mini® S&P 500® futures contracts listed for the nearest nine quarters, for each March, June, September and December, and the 

nearest three Decembers are available for trading.  Trading of the E-mini® S&P 500® futures contracts will terminate at 9:30 A.M. 

Eastern time on the third Friday of the contract month.  

The daily settlement prices of the E-mini® S&P 500® futures contracts are based on trading activity in the relevant contract (and in the 

case of a lead month also being the expiry month, together with trading activity on lead month-second month spread contracts) on the 

Exchange during a specified settlement period.  The final settlement price of E-mini® S&P 500® futures contracts is based on the 

opening prices of the component stocks in the S&P 500® Index, determined on the third Friday of the contract month. 

Source: View Original Filing on SEC EDGAR

JPMorgan offers 1.33x Upside Accelerated Barrier Notes

Rhea-AI Filing Summary

Positive

Negative

Insights

Key Figures

Key Terms

FAQ

What upside does AMJB structured note offer?

When do the AMJB notes price, settle and mature?

How does the Barrier affect principal repayment for AMJB notes?

What is the estimated value versus issue price for these notes?

Who bears credit risk on AMJB notes?

Keep reading

More on AMJB

Trending in the feed

JPMorgan offers 1.33x Upside Accelerated Barrier Notes

Rhea-AI Filing Summary

Positive

Negative

Insights

Structured Products Lawyer neutral

Credit & Product Structuring Analyst neutral

Key Figures

Key Terms

FAQ

What upside does AMJB structured note offer?

When do the AMJB notes price, settle and mature?

How does the Barrier affect principal repayment for AMJB notes?

What is the estimated value versus issue price for these notes?

Who bears credit risk on AMJB notes?

Keep reading

More on AMJB

Trending in the feed