STOCK TITAN

JPMorgan (AMJB) offers callable notes tied to silver and gold ETF performance

(Neutral)
Form Type
424B2

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering structured notes linked to the lesser performing of the iShares Silver Trust (SLV) and SPDR Gold Trust (GLD), fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes, in $1,000 denominations, are scheduled to price on or about August 7, 2026 and mature on August 12, 2031.

The notes may be automatically called quarterly starting August 11, 2027 if the closing price of one share of each fund is at least its Initial Value (100% Call Value), paying back principal plus a call premium starting at a minimum of 15.20% of principal on the first Review Date and rising to at least 76.00% by the final Review Date. The notes pay no interest and investors forgo upside beyond these premiums.

At maturity, if not called, principal is protected only by a 20.00% Buffer Amount. If either fund has fallen by more than 20%, repayment is reduced dollar-for-dollar based on the Lesser Performing Fund Return, with investors exposed to losses of up to 80.00% of principal. The notes are unsecured obligations subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co. The estimated value, if priced today, is about $968.30 per $1,000 note, and when set will not be less than $900.00.

Positive

  • None.

Negative

  • None.

Filing Explained

This August 5, 2026 pricing supplement remains subject to completion: the notes are expected to price on August 7 and settle on August 12, so no issuance, final public price, or issuer proceeds are established in this filing.

Principal per note $1,000 Minimum denomination and base amount for all payments
Buffer Amount 20.00% Protects principal against declines up to this level in either fund
Maximum potential principal loss 80.00% If the Lesser Performing Fund falls more than the 20.00% buffer by maturity
First Call Premium 15.20000% × $1,000 Minimum premium per note on the first Review Date if automatically called
Final Call Premium 76.00000% × $1,000 Minimum premium per note on the final Review Date if called then
Estimated value today $968.30 per $1,000 note Illustrative estimated value if the notes priced on the reference date
Minimum estimated value at pricing $900.00 per $1,000 note Floor for estimated value when terms are set
Maturity Date August 12, 2031 Scheduled final payment date if notes are not called earlier
Buffer Amount financial
"Buffer Amount: 20.00%"
Lesser Performing Fund financial
"Lesser Performing Fund: The Fund with the Lesser Performing Fund Return"
Share Adjustment Factor financial
"Share Adjustment Factor: With respect to each Fund, the Share Adjustment Factor is referenced"
Acceleration Event regulatory
"We May Accelerate Your Notes If an Acceleration Event Occurs"
Section 871(m) regulatory
"Section 871(m) of the Code and Treasury regulations promulgated thereunder"
A U.S. tax rule that treats certain payments from financial contracts (like options, swaps, and other instruments that mimic stock dividends) to non-U.S. investors as if they were direct dividends, requiring U.S. withholding tax. It matters to investors because it can reduce net returns on offshore trades that replicate U.S. equity income and may change pricing or counterparty behavior—think of it as a hidden sales tax that applies when a substitute payment acts like a dividend.
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FAQ

What are the JPMorgan AMJB notes described in this 424B2 filing?

They are structured notes issued by JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., linked to the lesser performance of the iShares Silver Trust (SLV) and SPDR Gold Trust (GLD), with a final maturity on August 12, 2031.

How do the automatic call features work on the AMJB silver and gold-linked notes?

On each quarterly Review Date starting August 11, 2027, if both SLV and GLD close at or above their Call Value (100% of Initial Value), the notes are called, paying $1,000 plus a Call Premium that begins at 15.20% and increases up to 76.00%.

What downside protection and loss risk do the AMJB notes carry?

The structure includes a 20.00% Buffer Amount. If, at maturity, either fund is down more than 20% from its Initial Value, repayment is reduced 1% for each additional 1% decline, with investors potentially losing up to 80.00% of principal.

Do the JPMorgan AMJB notes pay periodic interest or dividends?

No. The notes do not pay interest and provide no dividends or rights in SLV, GLD or their underlying commodities. Investor return comes only from potential call premium payments or principal repayment at maturity, subject to the performance of the lesser performing fund.

What is the estimated value of the AMJB notes versus the $1,000 issue price?

If priced on the reference date, the estimated value would be approximately $968.30 per $1,000 note, and when finalized will not be less than $900.00. The difference from the $1,000 issue price reflects selling commissions, hedging costs and structuring costs.

What credit risks are associated with investing in the AMJB notes?

Repayments depend on the credit of JPMorgan Chase Financial Company LLC as issuer and JPMorgan Chase & Co. as guarantor. The notes are unsecured and unsubordinated; if either entity defaults, investors may lose their entire investment regardless of fund performance.
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not
an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated August 5, 2026
August , 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and
the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Review Notes Linked to the Lesser Performing of the
iShares® Silver Trust and the SPDR® Gold Trust due August
12, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the
closing price of one share of each of the iShares® Silver Trust and the SPDR® Gold Trust, which we refer to as the
Funds, is at or above its Call Value.
The earliest date on which an automatic call may be initiated is August 11, 2027.
Investors should be willing to forgo interest and be willing to lose up to 80.00% 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 August 7, 2026 and are expected to settle on or about August 12, 2026.
CUSIP: 46661KE46
Investing in the notes involves a number of risks. See Risk Factors beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
Selected Risk Considerations beginning on page PS-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See Supplemental Use of Proceeds in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $5.00 per
$1,000 principal amount note. See Plan of Distribution (Conflicts of Interest) in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $968.30 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
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The iShares® Silver Trust (Bloomberg ticker: SLV) and
the SPDR® Gold Trust (Bloomberg ticker: GLD)
Call Premium Amount: The Call Premium Amount with respect
to each Review Date is set forth below:
first Review Date:
at least 15.20000% × $1,000
second Review Date:
at least 16.46667% × $1,000
third Review Date:
at least 17.73333% × $1,000
fourth Review Date:
at least 19.00000% × $1,000
fifth Review Date:
at least 20.26667% × $1,000
sixth Review Date:
at least 21.53333% × $1,000
seventh Review Date:
at least 22.80000% × $1,000
eighth Review Date:
at least 24.06667% × $1,000
ninth Review Date:
at least 25.33333% × $1,000
tenth Review Date:
at least 26.60000% × $1,000
eleventh Review Date:
at least 27.86667% × $1,000
twelfth Review Date:
at least 29.13333% × $1,000
thirteenth Review Date:
at least 30.40000% × $1,000
fourteenth Review Date:
at least 31.66667% × $1,000
fifteenth Review Date:
at least 32.93333% × $1,000
sixteenth Review Date:
at least 34.20000% × $1,000
seventeenth Review Date:
at least 35.46667% × $1,000
eighteenth Review Date:
at least 36.73333% × $1,000
nineteenth Review Date:
at least 38.00000% × $1,000
twentieth Review Date:
at least 39.26667% × $1,000
twenty-first Review Date:
at least 40.53333% × $1,000
twenty-second Review Date:
at least 41.80000% × $1,000
twenty-third Review Date:
at least 43.06667% × $1,000
twenty-fourth Review Date:
at least 44.33333% × $1,000
twenty-fifth Review Date:
at least 45.60000% × $1,000
twenty-sixth Review Date:
at least 46.86667% × $1,000
twenty-seventh Review Date:
at least 48.13333% × $1,000
twenty-eighth Review Date:
at least 49.40000% × $1,000
twenty-ninth Review Date:
at least 50.66667% × $1,000
thirtieth Review Date:
at least 51.93333% × $1,000
thirty-first Review Date:
at least 53.20000% × $1,000
thirty-second Review Date:
at least 54.46667% × $1,000
thirty-third Review Date:
at least 55.73333% × $1,000
thirty-fourth Review Date:
at least 57.00000% × $1,000
thirty-fifth Review Date:
at least 58.26667% × $1,000
thirty-sixth Review Date:
at least 59.53333% × $1,000
thirty-seventh Review Date:
at least 60.80000% × $1,000
thirty-eighth Review Date:
at least 62.06667% × $1,000
thirty-ninth Review Date:
at least 63.33333% × $1,000
fortieth Review Date:
at least 64.60000% × $1,000
forty-first Review Date:
at least 65.86667% × $1,000
forty-second Review Date:
at least 67.13333% × $1,000
forty-third Review Date:
at least 68.40000% × $1,000
forty-fourth Review Date:
at least 69.66667% × $1,000
forty-fifth Review Date:
at least 70.93333% × $1,000
forty-sixth Review Date:
at least 72.20000% × $1,000
forty-seventh Review Date:
at least 73.46667% × $1,000
forty-eighth Review Date:
at least 74.73333% × $1,000
final Review Date:
at least 76.00000% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: With respect to each Fund, 100.00% of its Initial
Value
Buffer Amount: 20.00%
Pricing Date: On or about August 7, 2026
Original Issue Date (Settlement Date): On or about August 12,
2026
Review Dates*: August 11, 2027, September 7, 2027, October 7,
2027, November 8, 2027, December 7, 2027, January 7, 2028,
February 7, 2028, March 7, 2028, April 7, 2028, May 8, 2028, June 7,
2028, July 7, 2028, August 7, 2028, September 7, 2028, October 9,
2028, November 7, 2028, December 7, 2028, January 8, 2029,
February 7, 2029, March 7, 2029, April 9, 2029, May 7, 2029, June 7,
2029, July 9, 2029, August 7, 2029, September 7, 2029, October 8,
2029, November 7, 2029, December 7, 2029, January 7, 2030,
February 7, 2030, March 7, 2030, April 8, 2030, May 7, 2030, June 7,
2030, July 8, 2030, August 7, 2030, September 9, 2030, October 7,
2030, November 7, 2030, December 9, 2030, January 7, 2031,
February 7, 2031, March 7, 2031, April 7, 2031, May 7, 2031, June 9,
2031, July 7, 2031 and August 7, 2031 (final Review Date)
Call Settlement Dates*: August 16, 2027, September 10, 2027,
October 13, 2027, November 12, 2027, December 10, 2027,
January 12, 2028, February 10, 2028, March 10, 2028, April 12,
2028, May 11, 2028, June 12, 2028, July 12, 2028, August 10,
2028, September 12, 2028, October 12, 2028, November 10,
2028, December 12, 2028, January 11, 2029, February 12,
2029, March 12, 2029, April 12, 2029, May 10, 2029, June 12,
2029, July 12, 2029, August 10, 2029, September 12, 2029,
October 11, 2029, November 13, 2029, December 12, 2029,
January 10, 2030, February 12, 2030, March 12, 2030, April 11,
2030, May 10, 2030, June 12, 2030, July 11, 2030, August 12,
2030, September 12, 2030, October 10, 2030, November 13,
2030, December 12, 2030, January 10, 2031, February 12,
2031, March 12, 2031, April 10, 2031, May 12, 2031, June 12,
2031, July 10, 2031 and the Maturity Date
Maturity Date*: August 12, 2031
Automatic Call:
If the closing price of one share of each Fund on any Review
Date is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Call
Premium Amount applicable to that Review Date, payable on
the applicable Call Settlement Date. No further payments will be
made on the notes.
Payment at Maturity:
If the notes have not been automatically called and (i) the Final
Value of one Fund is greater than or equal to its Initial Value and
the Final Value of the other Fund is less than its Initial Value by
up to the Buffer Amount or (ii) the Final Value of each Fund 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 notes have not been automatically called and the Final
Value of either 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 × (Lesser Performing Fund Return + Buffer
Amount)]
If the notes have not been automatically called and the Final
Value of either 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.
Lesser Performing Fund: The Fund with the Lesser
Performing Fund Return
Lesser Performing Fund Return: The lower 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 final Review 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.
* Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a
Determination Date Notes Linked to Multiple Underlyings” and
“General Terms of Notes Postponement of a Payment Date” in the
accompanying product supplement or early acceleration in the event of
an acceleration event as described under “General Terms of Notes —
Consequences of an Acceleration Event” in the accompanying product
supplement and “Selected Risk Considerations Risks Relating to the
Notes Generally We May Accelerate Your Notes If an Acceleration
Event Occurs” in this pricing supplement
PS-2 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
How the Notes Work
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date.
No further payments will be made on the notes.
Compare the closing price of one share of each Fund to its Call Value on each Review Date until any earlier automatic call.
Review Dates
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Call Value.
The closing price of one
share of either Fund is
less than its Call Value.
Call
Value
The notes will not be automatically called. Proceed to the next Review Date, if any.
No Automatic Call
Review Dates
You will receive the principal amount
of your notes.
The notes have not
been automatically
called. Proceed to the
payment at maturity
Final Review Date Payment at Maturity
You will receive:
$1,000 + [$1,000 ×(Lesser Performing
Fund Return + Buffer Amount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
(i) The Final Value of one Fund is greater than
or equal to its Initial Value and the Final Value of
the other Fund is less than its Initial Value by up
to the Buffer Amount or (ii) the Final Value of
each Fund is less than its Initial Value by up to
the Buffer Amount.
The Final Value of either Fund is less than its
Initial Value by more than the Buffer Amount.
PS-3 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
Call Premium Amount
The table below illustrates the hypothetical Call Premium Amount per $1,000 principal amount note for each Review Date based on the
minimum Call Premium Amounts set forth under Key Terms Call Premium Amount above. The actual Call Premium Amounts will
be provided in the pricing supplement and will not be less than the minimum Call Premium Amounts set forth under Key Terms Call
Premium Amount.
Review Date
Call Premium Amount
First
$152.0000
Second
$164.6667
Third
$177.3333
Fourth
$190.0000
Fifth
$202.6667
Sixth
$215.3333
Seventh
$228.0000
Eighth
$240.6667
Ninth
$253.3333
Tenth
$266.0000
Eleventh
$278.6667
Twelfth
$291.3333
Thirteenth
$304.0000
Fourteenth
$316.6667
Fifteenth
$329.3333
Sixteenth
$342.0000
Seventeenth
$354.6667
Eighteenth
$367.3333
Nineteenth
$380.0000
Twentieth
$392.6667
Twenty-First
$405.3333
Twenty-Second
$418.0000
Twenty-Third
$430.6667
Twenty-Fourth
$443.3333
Twenty-Fifth
$456.0000
Twenty-Sixth
$468.6667
Twenty-Seventh
$481.3333
Twenty-Eighth
$494.0000
Twenty-Ninth
$506.6667
Thirtieth
$519.3333
Thirty-First
$532.0000
Thirty-Second
$544.6667
Thirty-Third
$557.3333
Thirty-Fourth
$570.0000
Thirty-Fifth
$582.6667
Thirty-Sixth
$595.3333
Thirty-Seventh
$608.0000
Thirty-Eighth
$620.6667
PS-4 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
Thirty-Ninth
$633.3333
Fortieth
$646.0000
Forty-First
$658.6667
Forty-Second
$671.3333
Forty-Third
$684.0000
Forty-Fourth
$696.6667
Forty-Fifth
$709.3333
Forty-Sixth
$722.0000
Forty-Seventh
$734.6667
Forty-Eighth
$747.3333
Final
$760.0000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Funds, assuming a range of performances for the
hypothetical Lesser Performing Fund on the Review Dates. Solely for purposes of this section, the Lesser Performing Fund with
respect to each Review Date is the lesser performing of the Funds determined based on the closing price of one share of each
Fund on that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
an Initial Value for each Fund of $100.00;
a Call Value for each Fund of $100.00 (equal to 100.00% of its hypothetical Initial Value);
a Buffer Amount of 20.00%; and
the Call Premium Amounts are equal to the minimum Call Premium Amounts set forth under “Key Terms — Call Premium Amount”
above.
The hypothetical Initial Value of each Fund of $100.00 has been chosen for illustrative purposes only and may not represent a likely
actual Initial Value of either 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 Fundsin this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 Notes are automatically called on the first Review Date.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$110.00
Notes are automatically called
Total Payment
$1,152.00 (15.20% return)
Because the closing price of one share of each Fund on the first Review Date is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,152.000 (or $1,000 plus the Call Premium
Amount applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the
notes.
PS-5 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
Example 2 Notes are automatically called on the final Review Date.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Forty-
Eighth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$200.00
Notes are automatically called
Total Payment
$1,760.00 (76.00% return)
Because the closing price of one share of each Fund on the final Review Date is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,760.00 (or $1,000 plus the Call Premium Amount
applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
Example 3 Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is less than its
Initial Value by up to the Buffer Amount.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$70.00
Notes NOT automatically called
Third through Forty-
Eighth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$95.00
Notes NOT automatically called; Final Value of Lesser
Performing Fund is less than its Initial Value by up to the Buffer
Amount
Total Payment
$1,000.00 (0.00% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Fund is less than its Initial Value by
up to the Buffer Amount, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
Example 4 Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is less than its
Initial Value by more than the Buffer Amount.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$70.00
Notes NOT automatically called
Third through Forty-
Eighth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$40.00
Notes NOT automatically called; Final Value of Lesser
Performing Fund is less than its Initial Value by more than
Buffer Amount
Total Payment
$600.00 (-40.00% return)
Because the notes have not been automatically called, the Final Value of the Lesser Performing Fund is less than its Initial Value by
more than the Buffer Amount and the Lesser Performing Fund Return is -60.00%, the payment at maturity will be $600.00 per $1,000
principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 20.00%)] = $600.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. 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-6 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the Risk Factors sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of either
Fund is less than its Initial Value by more than 20.00%, you will lose 1% of the principal amount of your notes for every 1% that the
Final Value of the Lesser Performing Fund is less than its Initial Value by more than 20.00%. Accordingly, under these
circumstances, you will lose up to 80.00% 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 ACTIVITIES AND HAS LIMITED ASSETS
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.
THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of either Fund, which may be significant. You will not participate in any appreciation of either Fund.
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 either of the Funds over the term of the notes may result in the notes not being
automatically called on a Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by
positive performance by the other Fund.
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
THE NOTES DO NOT PAY INTEREST.
YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THE COMMODITIES HELD BY EITHER FUND.
PS-7 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see The Underlyings Funds Discontinuation or Modification of a Fund” in the accompanying product
supplement for more information.
LACK OF LIQUIDITY
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Call Premium Amounts.
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.
In addition, the benchmark price of each Fund’s Underlying Commodity (as defined under “The Funds” below) is administered by
the London Bullion Market Association (“LBMA”) or an independent service provider appointed by the LBMA, and we are, or one of
our affiliates is, a price participant that contributes to the determination of that price. Furthermore, our affiliate is the custodian of
each Fund. We and our affiliates will have no obligation to consider your interests as a holder of the notes in taking any actions in
connection with our roles as a price participant and a custodian that might affect the Funds or the notes.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our
obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See The
Estimated Value of the Notes in this pricing supplement.
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS ESTIMATES
See The Estimated Value of the Notes in this pricing supplement.
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
PS-8 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See The Estimated Value of the Notes in this pricing supplement.
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See Secondary Market Prices of the Notes in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, estimated hedging
costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue
price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market
transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be
charged a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an
electronic platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial
loss to you.
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the 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 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
THE FUNDS ARE NOT INVESTMENT COMPANIES OR COMMODITY POOLS AND WILL NOT BE SUBJECT TO
REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE
ACT, AS AMENDED
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
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 COMMODITY AS WELL
AS THE NET ASSET VALUE PER SHARE
Each Fund does not fully replicate the performance of its Underlying Commodity due to the fees and expenses charged by the
Funds or by restrictions on access to the relevant Underlying Commodity due to other circumstances. Each Fund does not
generate any income, and as each Fund regularly sells its Underlying Commodity to pay for ongoing expenses, the amount of its
Underlying Commodity represented by each share gradually declines over time. Each Fund sells its Underlying Commodity to pay
expenses on an ongoing basis irrespective of whether the trading price of the shares rises or falls in response to changes in the
price of its Underlying Commodity. The sale by a Fund of its Underlying Commodity to pay expenses at a time of low prices for its
Underlying Commodity could adversely affect the value of the notes. Additionally, there is a risk that part or all of a Fund’s holdings
in its Underlying Commodity could be lost, damaged or stolen. Access to that Fund’s Underlying Commodity could also be
restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of these factors may lead to
a lack of correlation between the performance of each Fund and its Underlying Commodity. In addition, 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, a Fund’s Underlying Commodity 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
PS-9 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
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 Commodity 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.
THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER WITH RESPECT TO THE iSHARES® SILVER TRUST
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses
and liabilities. The price of silver is primarily affected by global demand for and supply of silver. Silver prices can fluctuate widely
and may be affected by numerous factors. These include general economic trends, increases in silver hedging activity by silver
producers, significant changes in attitude by speculators and investors in silver, technical developments, substitution issues and
regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the
relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates,
central bank sales, forward sales by producers, global or regional political or economic events and production costs and disruptions
in major silver-producing countries, such as Mexico, China and Peru. The demand for and supply of silver affect silver prices, but
not necessarily in the same manner as supply and demand affect the prices of other commodities. The supply of silver consists of
a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private
financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to
very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also
influence the market. The major end uses for silver include industrial applications, jewelry and silverware. It is not possible to
predict the aggregate effect of all or any combination of these factors.
THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH GOLD WITH RESPECT TO THE SPDR® GOLD TRUST
The investment objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the
SPDR® Gold Trust’s expenses. The price of gold is primarily affected by the global demand for and supply of gold. The market for
gold bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected by
numerous factors, including macroeconomic factors, such as the structure of and confidence in the global monetary system,
expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which
the price of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial,
political, regulatory, judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry
demand as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental
agencies and multilateral institutions that hold gold. Additionally, gold prices may be affected by levels of gold production,
production costs and short-term changes in supply and demand due to trading activities in the gold market. From time to time,
above-ground inventories of gold may also influence the market. It is not possible to predict the aggregate effect of all or any
combination of these factors. The price of gold has recently been, and may continue to be, extremely volatile.
THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses
and liabilities and the investment objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold
bullion, less the SPDR® Gold Trust’s expenses. The prices of gold and silver are determined by the LBMA or an independent
service provider appointed by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all
market-making members of the LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test,
the LBMA itself is not a regulated entity. If the LBMA should cease operations, or if bullion trading should become subject to a
value added tax or other tax or any other form of regulation currently not in place, the role of the LBMA gold and silver prices as a
global benchmark for the values of gold and silver may be adversely affected. The LBMA is a principals’ market, which operates in
a manner more closely analogous to an over-the-counter physical commodity market than regulated futures markets, and certain
features of U.S. futures contracts are not present in the context of LBMA trading. The LBMA may alter, discontinue or suspend
calculation or dissemination of the LBMA gold and silver prices, which could adversely affect the value of the notes. The LBMA, or
an independent service provider appointed by the LBMA, will have no obligation to consider your interests in calculating or revising
the LBMA gold and silver prices.
PS-10 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY
Each Fund is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity index. Each
Fund’s Underlying Commodity may not correlate to the price of commodities generally and may diverge significantly from the prices
of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes linked to the prices of more
commodities or a broad-based commodity index.
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-11 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
The Funds
The iShares® Silver Trust is an investment trust sponsored by iShares® Delaware Trust Sponsor LLC. The iShares® Silver Trust seeks
to reflect generally the performance of the price of silver before the payment of its expenses and liabilities. The assets of the iShares®
Silver Trust consist primarily of silver held by a custodian on behalf of the iShares® Silver Trust. We refer to silver as the Underlying
Commodity with respect to the iShares® Silver Trust. For additional information about the iShares® Silver Trust, see “Fund Descriptions
The iShares® Silver Trust” in the accompanying underlying supplement.
The SPDR® Gold Trust is an investment trust sponsored by World Gold Trust Services, LLC. The investment objective of the SPDR®
Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the SPDR® Gold Trust’s expenses. The SPDR®
Gold Trust holds gold bars. We refer to gold as the Underlying Commodity with respect to the SPDR® Gold Trust. For additional
information about the SPDR® Gold Trust, see “Fund Descriptions — The SPDR® Gold Trust” 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 July 31, 2026. The closing price of one share of the iShares® Silver Trust on August 3, 2026
was $52.46. The closing price of one share of the SPDR® Gold Trust on August 3, 2026 was $371.71. 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 either Fund on the Pricing Date or any Review 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 $200.00 per $1,000 principal
amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
PS-12 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. 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 “United States Federal Taxation Tax
Consequences to U.S. Holders Program Securities Treated as Prepaid Financial Contracts That are Open Transactions” in the
accompanying prospectus supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-
term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses 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, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates,
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the
tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented
by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
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.
PS-13 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
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, 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, the estimated cost of hedging our obligations under the notes and the fees, if
any, paid for third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be
influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in
a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or
unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See Selected Risk Considerations
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes The Estimated Value of the Notes Will Be Lower
Than the Original Issue Price (Price to Public) of the Notes in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see Risk Factors Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes Secondary market prices of the notes will be impacted by many
economic and market factors in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See Selected Risk Considerations
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period in this pricing supplement.
PS-14 | Structured Investments
Review Notes Linked to the Lesser Performing of the iShares® Silver Trust
and the SPDR® Gold Trust
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See How the Notes Work and Hypothetical Payout Examples in this pricing supplement for an illustration of the risk-return
profile of the notes and The 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 the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the Risk Factors sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.s CIK is 19617. As used in this pricing
supplement, we, us and our refer to JPMorgan Financial.