STOCK TITAN

High-yield JPMorgan (AMJB) notes linked to Nasdaq-100 and iShares Silver Trust

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
424B2

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto callable contingent interest notes linked to the lesser performance of the Nasdaq-100 Index® and the iShares® Silver Trust, maturing on February 1, 2028. The notes pay a monthly Contingent Interest Payment of at least $8.8333 per $1,000 (at least 10.60% per annum) for any Interest Review Date on which both underlyings close at or above 70% of their Initial Values.

The notes are automatically called on specified quarterly dates if both underlyings are at or above their Initial Values, returning $1,000 per note plus the applicable contingent interest. If held to maturity and not called, principal is protected only down to 65% of the Initial Value; if the lesser performing underlying finishes below this Buffer Threshold, investors lose 1% of principal for each 1% decline beyond the 35% buffer, up to a 65% loss. The notes are unsecured, unsubordinated obligations, not bank deposits, not FDIC insured, and involve significant market, credit, liquidity and silver-price risks. An illustrative example shows an estimated value of approximately $960.20 per $1,000 note, with the final estimated value to be at least $900.00 per $1,000.

Positive

  • None.

Negative

  • None.
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 January 20, 2026
January , 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
Auto Callable Contingent Interest Notes Linked to the Lesser
Performing of the Nasdaq-100 Index® and the iShares® Silver
Trust due February 1, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes are designed for investors who seek a Contingent Interest Payment with respect to each monthly Interest
Review Date for which the closing value of each of the Nasdaq-100 Index® and the iShares® Silver Trust, which we refer
to as the Underlyings, is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest Barrier.
The notes will be automatically called if the closing value of each Underlying on any quarterly Autocall Review Date is
greater than or equal to its Initial Value.
The earliest date on which an automatic call may be initiated is July 27, 2026.
Investors should be willing to accept the risk of losing up to 65.00% of their principal and the risk that no Contingent
Interest Payment may be made with respect to some or all Interest Review Dates.
Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
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 Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
Minimum denominations of $1,000 and integral multiples thereof
The notes are expected to price on or about January 27, 2026 and are expected to settle on or about January 30, 2026.
CUSIP: 46660J5X6
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-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, 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 $27.00 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 $960.20 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
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Nasdaq-100 Index® (Bloomberg ticker: NDX)
(the “Index”) and the iShares® Silver Trust (Bloomberg ticker:
SLV) (the “Fund”) (each of the Index and the Fund, an
“Underlying” and collectively, the “Underlyings”)
Contingent Interest Payments: If the notes have not been
automatically called and the closing value of each Underlying
on any Interest Review Date is greater than or equal to its
Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to at least $8.8333
(equivalent to a Contingent Interest Rate of at least 10.60% per
annum, payable at a rate of at least 0.88333% per month) (to
be provided in the pricing supplement).
If the closing value of either Underlying on any Interest Review
Date is less than its Interest Barrier, no Contingent Interest
Payment will be made with respect to that Interest Review Date.
Contingent Interest Rate: At least 10.60% per annum, payable
at a rate of at least 0.88333% per month (to be provided in the
pricing supplement)
Interest Barrier: With respect to each Underlying, 70.00% of its
Initial Value
Buffer Threshold: With respect to each Underlying, 65.00% of
its Initial Value
Buffer Amount: 35.00%
Pricing Date: On or about January 27, 2026
Original Issue Date (Settlement Date): On or about January
30, 2026
Interest Review Dates*: February 27, 2026, March 27, 2026,
April 27, 2026, May 27, 2026, June 29, 2026, July 27, 2026,
August 27, 2026, September 28, 2026, October 27, 2026,
November 27, 2026, December 28, 2026, January 27, 2027,
March 1, 2027, March 29, 2027, April 27, 2027, May 27, 2027,
June 28, 2027, July 27, 2027, August 27, 2027, September 27,
2027, October 27, 2027, November 29, 2027, December 27,
2027 and January 27, 2028 (the “final Review Date)
Autocall Review Dates*: July 27, 2026, October 27, 2026,
January 27, 2027, April 27, 2027, July 27, 2027 and October
27, 2027
Interest Payment Dates*: March 4, 2026, April 1, 2026, April
30, 2026, June 1, 2026, July 2, 2026, July 30, 2026, September
1, 2026, October 1, 2026, October 30, 2026, December 2,
2026, December 31, 2026, February 1, 2027, March 4, 2027,
April 1, 2027, April 30, 2027, June 2, 2027, July 1, 2027, July
30, 2027, September 1, 2027, September 30, 2027, November
1, 2027, December 2, 2027, December 30, 2027 and the
Maturity Date
Maturity Date*: February 1, 2028
Call Settlement Date*: If the notes are automatically called on
any Autocall Review Date, the first Interest Payment Date
immediately following that Autocall Review Date
* 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
Automatic Call:
If the closing value of each Underlying on any Autocall Review
Date is greater than or equal to its Initial 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
Contingent Interest Payment applicable to the Interest Review
Date corresponding to that Autocall 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 the Final
Value of each Underlying is greater than or equal to its Buffer
Threshold, you will receive a cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the final
Review Date.
If the notes have not been automatically called and the Final
Value of either Underlying is less than its Buffer Threshold, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + [$1,000 × (Lesser Performing Underlying Return +
Buffer Amount)]
If the notes have not been automatically called and the Final
Value of either Underlying is less than its Buffer Threshold, you
will lose some or most of your principal amount at maturity.
Lesser Performing Underlying: The Underlying with the
Lesser Performing Underlying Return
Lesser Performing Underlying Return: The lower of the
Underlying Returns of the Underlyings
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 final Review 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
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
Supplemental Terms of the Notes
The notes are not commodity futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936,
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.
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.
How the Notes Work
Payments in Connection with Interest Review Dates Preceding the Final Review Date
The closing value of each Underlying is greater than
or equal to its Interest Barrier.
The closing value of either Underlying is less than its
Interest Barrier.
Interest Review Dates Preceding the Final Review Date That Are Not Autocall Review Dates
Compare the closing value of each Underlying to its Interest Barrier on each Interest Review Date that is not an Autocall Review Date until the
final Review Date or any earlier automatic call. Refer to the second diagram if an Interest Review Date is also an Autocall Review Date.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Interest Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Interest Review Date.
Proceed to the next Interest Review Date.
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Interest
Review Date.
No further payments will be made on the notes.
Interest Review Dates That Are Also Autocall Review Dates
Automatic Call
The closing value of
each Underlying is
greater than or equal to
its Initial Value.
The closing value of
either Underlying is less
than its Initial Value.
Initial
Value You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Interest Review
Date.
The closing value of each
Underlying is greater
than or equal to its
Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable Interest Review Date.
Proceed to the next Interest Review
Date.
The closing value of either
Underlying is less than its
Interest Barrier.
Compare the closing value of each Underlying to its Initial Value and its Interest Barrier on each Interest Review Date that is
also an Autocall Review Date until any earlier automatic call.
PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
Payment at Maturity If the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notes based on a hypothetical Contingent Interest Rate of 10.60% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least 10.60% per annum (payable at a rate of at least 0.88333% per month).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
24
$212.0000
23
$203.1667
22
$194.3333
21
$185.5000
20
$176.6667
19
$167.8333
18
$159.0000
17
$150.1667
16
$141.3333
15
$132.5000
14
$123.6667
13
$114.8333
12
$106.0000
11
$97.1667
10
$88.3333
9
$79.5000
8
$70.6667
7
$61.8333
6
$53.0000
5
$44.1667
Autocall Review Dates
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment
applicable to the final Review Date.
The notes are not
automatically called.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Underlying is greater
than or equal to its Buffer Threshold.
You will receive:
$1,000 + [$1,000 ×(Lesser Performing
Underlying Return + Buffer Amount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
The Final Value of either Underlying is less than
its Buffer Threshold.
PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
4
$35.3333
3
$26.5000
2
$17.6667
1
$8.8333
0
$0.0000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Underlyings, assuming a range of performances for
the hypothetical Lesser Performing Underlying on the Interest Review Dates and the Autocall Review Dates. Solely for purposes of
this section, the Lesser Performing Underlying with respect to each Autocall Review Date or Interest Review Date is the lesser
performing of the Underlyings determined based on the closing value of each Underlying on that Autocall Review Date or
Interest Review Date, as applicable, compared with its Initial Value.
The hypothetical payments set forth below assume the following:
an Initial Value for each Underlying of 100.00;
an Interest Barrier for each Underlying of 70.00 (equal to 70.00% of its hypothetical Initial Value);
a Buffer Threshold for each Underlying of 65.00 (equal to 65.00% of its hypothetical Initial Value);
a Buffer Amount of 35.00%; and
a Contingent Interest Rate of 10.60% per annum.
The hypothetical Initial Value of each Underlying of 100.00 has been chosen for illustrative purposes only and may not represent a
likely actual Initial Value of either Underlying. The actual Initial Value of each Underlying will be the closing value of that Underlying on
the Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing values of each
Underlying, please see the historical information set forth under The Underlyings in 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 Autocall Review Date.
Date
Closing Value of Lesser
Performing Underlying
Payment (per $1,000 principal amount note)
First Interest Review
Date
105.00
$8.8333
Second through Fifth
Interest Review Dates
Less than Interest Barrier
$0
Sixth Interest Review
Date (first Autocall
Review Date)
120.00
$1,008.8333
Total Payment
$1,017.6667 (1.76667% return)
Because the closing value of each Underlying on the first Autocall Review Date, which is also the sixth Interest Review Date, is greater
than or equal to its Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, of
$1,008.8333 (or $1,000 plus the Contingent Interest Payment applicable to the sixth Interest Review Date), payable on the applicable
Call Settlement Date. When added to the Contingent Interest Payment received with respect to the prior Interest Review Dates, the
total amount paid, for each $1,000 principal amount note, is $1,017.6667. No further payments will be made on the notes.
PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
Example 2 Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlying is greater
than or equal to its Interest Barrier and its Buffer Threshold.
Date
Closing Value of Lesser
Performing Underlying
Payment (per $1,000 principal amount note)
First Interest Review
Date
95.00
$8.8333
Second Interest Review
Date
85.00
$8.8333
Third through Twenty-
Third Interest Review
Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,008.8333
Total Payment
$1,026.50 (2.65% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Underlying is greater than or equal
to its Interest Barrier and its Buffer Threshold, the payment at maturity, for each $1,000 principal amount note, will be $1,008.8333 (or
$1,000 plus the Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments
received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,026.50.
Example 3 Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlying is less than
its Interest Barrier but is greater than or equal to its Buffer Threshold.
Date
Closing Value of Lesser
Performing Underlying
Payment (per $1,000 principal amount note)
First Interest Review Date
95.00
$8.8333
Second Interest Review Date
80.00
$8.8333
Third through Twenty-Third
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
65.00
$1,000.00
Total Payment
$1,017.6667 (1.76667% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Underlying is less than its Interest
Barrier but is greater than or equal to its Buffer Threshold, the payment at maturity, for each $1,000 principal amount note, will be
$1,000.00. When added to the Contingent Interest Payments received with respect to the prior Interest Review Dates, the total amount
paid, for each $1,000 principal amount note, is $1,017.6667.
Example 4 Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlying is less than
its Buffer Threshold.
Date
Closing Value of Lesser
Performing Underlying
Payment (per $1,000 principal amount note)
First Interest Review
Date
40.00
$0
Second Interest Review
Date
45.00
$0
Third through Twenty-
Third Interest Review
Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$750.00
Total Payment
$750.00 (-25.00% return)
Because the notes have not been automatically called, the Final Value of the Lesser Performing Underlying is less than its Buffer
Threshold and the Lesser Performing Underlying Return is -60.00%, the payment at maturity will be $750.00 per $1,000 principal
amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 35.00%)] = $750.00
PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
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.
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 notes have not been automatically called and the Final Value of either
Underlying is less than its Buffer Threshold, you will lose 1% of the principal amount of your notes for every 1% that the Final Value
of the Lesser Performing Underlying is less than its Initial Value by more than 35.00%. Accordingly, under these circumstances,
you will lose up to 65.00% of your principal amount at maturity.
THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to an Interest Review
Date only if the closing value of each Underlying on that Interest Review Date is greater than or equal to its Interest Barrier. If the
closing value of either Underlying on an Interest Review Date is less than its Interest Barrier, no Contingent Interest Payment will
be made with respect to that Interest Review Date. Accordingly, if the closing value of either Underlying on each Interest Review
Date is less than its Interest Barrier, you will not receive any interest payments over the term of the notes.
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 APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of either Underlying, which may be significant. You will not participate in any appreciation of either
Underlying.
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING
Payments on the notes are not linked to a basket composed of the Underlyings and are contingent upon the performance of each
individual Underlying. Poor performance by either of the Underlyings over the term of the notes may result in the notes not being
automatically called on an Autocall Review Date, may negatively affect whether you will receive a Contingent Interest Payment on
any Interest Payment Date and your payment at maturity and will not be offset or mitigated by positive performance by the other
Underlying.
PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
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 six months and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate 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.
YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THE FUND OR THE SECURITIES OR COMMODITIES INCLUDED IN OR HELD BY EITHER UNDERLYING.
THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR BUFFER
THRESHOLD IS GREATER IF THE VALUE OF THAT UNDERLYING 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
Contingent Interest Rate.
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 the Fund’s Underlying Commodity (as defined under “The Underlyings” 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
the 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 Fund 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 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
PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
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 values of the Underlyings. 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 Underlyings
NON-U.S. SECURITIES RISK WITH RESPECT TO THE INDEX
Some of the equity securities included in the Index have been issued by non-U.S. companies. Investments in securities linked to
the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of those non-U.S.
equity securities.
THE FUND IS NOT AN INVESTMENT COMPANY OR COMMODITY POOL AND WILL NOT BE SUBJECT TO REGULATION
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE ACT
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 THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING COMMODITY AS WELL AS THE NET
ASSET VALUE PER SHARE
The Fund does not fully replicate the performance of its Underlying Commodity (as defined under “The Underlyings” below) due to
the fees and expenses charged by the Fund or by restrictions on access to the Underlying Commodity due to other circumstances.
The Fund does not generate any income, and as the 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. The 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 the 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
the Fund’s holdings in its Underlying Commodity could be lost, damaged or stolen. Access to the 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 the Fund and its Underlying Commodity. In addition, because
PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
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, the 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 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 Commodity 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.
THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER
The Fund seeks to reflect generally the performance of the price of silver, less the Fund’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.
THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA
The Fund seeks to reflect generally the performance of the price of silver, less the Fund’s expenses and liabilities. The price of
silver is 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 silver price as a global benchmark for the value of 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. For
example, there are no daily price limits on the LBMA which would otherwise restrict fluctuations in the prices of LBMA contracts. In
a declining market, it is possible that prices would continue to decline without limitation within a trading day or over a period of
trading days. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA silver price, 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 silver price.
SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY
The Fund is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity index. The
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 FUND IS LIMITED
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and
adversely affected.
PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
The Underlyings
The 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 Index, see “Equity Index Descriptions — The Nasdaq-100
Index®” in the accompanying underlying supplement.
The Fund is an investment trust sponsored by iShares® Delaware Trust Sponsor LLC. The Fund seeks to reflect generally the
performance of the price of silver, less the Fund’s expenses and liabilities. The assets of the Fund consists primarily of silver held by a
custodian on behalf of the Fund. We refer to silver as the Underlying Commodity with respect to the Fund. For additional information
about the Fund, see “Fund Descriptions — The iShares® Silver Trust” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Underlying based on the weekly historical closing values from January
8, 2021 through January 9, 2026. The closing value of the Index on January 15, 2026 was 25,547.08. The closing value of the Fund
on January 15, 2026 was $83.32. We obtained the closing values above and below from the Bloomberg Professional® service
(Bloomberg), without independent verification. The closing values of the Fund above and below may have been adjusted by
Bloomberg for actions taken by the Fund, such as stock splits.
The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be
given as to the closing value of either Underlying on the Pricing Date or any Interest Review Date or Autocall Review Date. There can
be no assurance that the performance of the Underlyings will result in the return of any of your principal amount in excess of $350.00
per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co., or the payment of any
interest.
PS-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. In determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement. Based on the
advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the notes
could be materially 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 and the relevance of factors such as the nature of the
underlying property to which the instruments are linked. 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 affect the
tax consequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying
product supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the
Code. 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 the notice described above.
Non-U.S. Holders Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), a withholding agent may nonetheless withhold on these payments (generally at a rate of 30%,
subject to the possible reduction of that rate under an applicable income tax treaty), unless income from your notes is effectively
connected with your conduct of a trade or business in the United States (and, if an applicable treaty so requires, attributable to a
permanent establishment in the United States). If you are not a United States person, you are urged to consult your tax adviser
regarding the U.S. federal income tax consequences of an investment in the notes in light of your particular circumstances.
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
PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
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.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see Selected Risk Considerations Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a
profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as
determined by our affiliates. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices
PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Nasdaq-100 Index® and the iShares® Silver Trust
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 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 Underlyings in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all
other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
Product supplement no. 4-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.s CIK is 19617. As used in this pricing
supplement, we, us and our refer to JPMorgan Financial.

FAQ

What are the JPMorgan (AMJB) Auto Callable Contingent Interest Notes linked to the Nasdaq-100 and iShares Silver Trust?

These notes are structured debt securities issued by JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co. They pay contingent monthly interest and may be automatically called early based on the performance of the Nasdaq-100 Index® and the iShares® Silver Trust, rather than paying fixed coupons like traditional bonds.

How is the contingent interest on the AMJB-linked notes calculated?

For each $1,000 principal amount, investors receive a Contingent Interest Payment of at least $8.8333 (at least 10.60% per annum, about 0.88333% per month) on any Interest Payment Date where the closing value of each underlying is at least 70.00% of its Initial Value. If either underlying is below its Interest Barrier on a review date, no interest is paid for that period.

Under what conditions will these JPMorgan auto callable notes be redeemed early?

On each quarterly Autocall Review Date, if the closing value of both the Nasdaq-100 Index® and the iShares® Silver Trust is at or above 100% of their Initial Values, the notes are automatically called. Holders then receive $1,000 per note plus the applicable contingent interest on the following Call Settlement Date, and no further payments are made.

What happens at maturity if the JPMorgan notes have not been automatically called?

If not called and the Final Value of each underlying is at or above its 65.00% Buffer Threshold, investors receive $1,000 per note plus any final contingent interest. If the Final Value of either underlying is below its Buffer Threshold, the maturity payment per $1,000 note equals $1,000 plus $1,000 times the sum of the Lesser Performing Underlying Return and the 35.00% Buffer Amount, which can mean up to a 65.00% loss of principal.

What are the main risks of the AMJB Auto Callable Contingent Interest Notes?

Key risks include the possibility of losing up to 65.00% of principal, the risk of receiving no interest if either underlying stays below its Interest Barrier, and exposure to the credit risk of JPMorgan Financial and JPMorgan Chase & Co. The notes are unsecured, not listed, may be illiquid, and their value and payments depend on the performance and volatility of both the Nasdaq-100 Index® and silver via the iShares® Silver Trust.

How does the estimated value of these JPMorgan structured notes compare to the price to public?

An example in the document states that, if priced on the reference date, the estimated value would be about $960.20 per $1,000 note, and that the final estimated value disclosed at pricing will not be less than $900.00 per $1,000. This is lower than the price to public because it excludes selling commissions, projected hedging profits and certain hedging costs included in the issue price.

Are the JPMorgan Auto Callable Contingent Interest Notes insured or protected by the FDIC?

No. The notes are not bank deposits, are not insured by the FDIC or any governmental agency, and are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, fully and unconditionally guaranteed by JPMorgan Chase & Co.

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