JPMorgan (AMJB) auto-call gold miners ETF note with 25% buffer

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto callable dual directional buffered return enhanced notes linked to the VanEck Gold Miners ETF (GDX), maturing on January 12, 2028. The notes may be automatically called on February 3, 2027 if the ETF is at or above the Call Value, paying $1,000 plus a call premium of at least $115 per $1,000.

If not called and the ETF finishes above the strike, holders receive 1.5 times the ETF’s gain. If the ETF is flat or down by up to the 25% buffer, holders receive a positive return equal to the absolute loss, capped at 25% (maximum $1,250 per $1,000 for negative scenarios). Below the buffer, principal losses match further declines up to a 75% loss.

The notes pay no interest, do not pass through ETF dividends, are unsecured obligations subject to the credit risk of JPMorgan entities, and may be illiquid. Risk factors also highlight concentration in gold and silver mining stocks, non‑U.S. exposure, and potential secondary market pricing below the issue price.

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 22, 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 Dual Directional Buffered Return Enhanced
Notes Linked to the VanEck® Gold Miners ETF due
January 12, 2028
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 the Review Date, the
closing price of one share of the VanEck® Gold Miners ETF, which we refer to as the Fund, is at or above the Call Value.
• The date on which an automatic call may be initiated is February 3, 2027.
• The notes are also designed for investors who seek an uncapped return of 1.50 times any appreciation of the Fund, or a
capped, unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 25.00%) of the
Fund, at maturity, if the notes have not been automatically called.
• Investors should be willing to forgo interest and dividend payments and be willing to lose up to 75.00% 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.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about January 23, 2026 (the “Pricing Date”) and are expected to settle on or about
January 27, 2026. The Strike Value has been determined by reference to the closing price of one share of the
Fund on January 21, 2026 and not by reference to the closing price of one share of the Fund on the Pricing Date.
• CUSIP: 46660JZX3
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11
of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $4.00 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 $980.00 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.

PS-1 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Fund: The VanEck® Gold Miners ETF (Bloomberg ticker:
GDX)
Call Premium Amount: At least $115.00 per $1,000 principal
amount note (to be provided in the pricing supplement)
Call Value: 100.00% of the Strike Value
Upside Leverage Factor: 1.50
Buffer Amount: 25.00%
Strike Date: January 21, 2026
Pricing Date: On or about January 23, 2026
Original Issue Date (Settlement Date): On or about January
27, 2026
Review Date*: February 3, 2027
Call Settlement Date*: February 8, 2027
Observation Date*: January 7, 2028
Maturity Date*: January 12, 2028
* 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 a
Single Underlying — Notes Linked to a Single Underlying (Other
Than a Commodity Index)” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product
supplement
Automatic Call:
If the closing price of one share of the Fund on the Review
Date is greater than or equal to the 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, payable on the Call Settlement Date. No
further payments will be made on the notes.
If the notes are automatically called, you will not benefit from
the Upside Leverage Factor that applies to the payment at
maturity if the Final Value is greater than the Strike Value or
the absolute return feature that applies to the payment at
maturity if the Final Value is equal to or less than the Strike
Value by up to the Buffer Amount. Because these features do
not apply to the payment upon an automatic call, the payment
upon an automatic call may be significantly less than the
payment at maturity for the same level of change in the Fund.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value is greater than the Strike Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Fund Return × Upside Leverage Factor)
If the notes have not been automatically called and the Final
Value is equal to the Strike Value or is less than the Strike
Value by up to the Buffer Amount, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Absolute Fund Return)
This payout formula results in an effective cap of 25.00% on
your return at maturity if the Fund Return is negative. Under
these limited circumstances, your maximum payment at
maturity is $1,250.00 per $1,000 principal amount note.
If the notes have not been automatically called and the Final
Value is less than the Strike 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 × (Fund Return + Buffer Amount)]
If the notes have not been automatically called and the Final
Value is less than the Strike Value by more than the Buffer
Amount, you will lose some or most of your principal amount at
maturity.
Absolute Fund Return: The absolute value of the Fund
Return. For example, if the Fund Return is -5%, the Absolute
Fund Return will equal 5%.
Fund Return: (Final Value – Strike Value)
Strike Value
Strike Value: The closing price of one share of the Fund on
the Strike Date, which was $101.29. The Strike Value is not
the closing level of the Index on the Pricing Date.
Final Value: The closing price of one share of the Fund on the
Observation Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing price of one share of the
Fund and is set equal to 1.0 on the Strike 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 Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
Supplemental Terms of the Notes
Any values of the Fund, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notes are automatically called will be provided in the pricing
supplement and will not be less than $115.00.
The notes will be automatically called on the Call Settlement Date, and you will receive
(a) $1,000 plus (b) the Call Premium Amount.
No further payments will be made on the notes.
Compare the closing price of one share of the Fund to the Call Value on the Review Date.
Review Date
Automatic Call
The closing price of one
share of the Fund is
greater than or equal to
the Call Value.
The closing price of one
share of the Fund is less
than the Call Value.
Call
Value
The notes will not be automatically called. Proceed to the Observation Date.
No Automatic Call
Review Date
You will receive:
$1,000 + ($1,000 ×Fund Return ×
Upside Leverage Factor)
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Observation Date Payment at Maturity
The Final Value is greater than the Strike Value.
You will receive:
$1,000 + [$1,000 ×(Fund Return +
Buffer Amount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
The Final Value is equal to the Strike Value or is less
than the Strike Value by up to the Buffer Amount.
The Final Value is less than the Strike Value by more
than the Buffer Amount.
You will receive:
$1,000 + ($1,000 × Absolute Fund
Return)

PS-3 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
Payment at Maturity If the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical total return and payment at maturity on the notes linked to a hypothetical Fund if the
notes have not been automatically called. The “total return” as used in this pricing supplement is the number, expressed as a
percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total
returns and payments set forth below assume the following:
• the notes have not been automatically called;
• a Strike Value of $100.00;
• an Upside Leverage Factor of 1.50; and
• a Buffer Amount of 25.00%.
The hypothetical Strike Value of $100.00 has been chosen for illustrative purposes only and does not represent the actual Strike Value.
The actual Strike Value is the closing price of one share of the Fund on the Strike Date and is specified under “Key Terms — Strike
Value” in this pricing supplement. For historical data regarding the actual closing prices of one share of the Fund, please see the
historical information set forth under “The Fund” in this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table have
been rounded for ease of analysis.
Final Value
Fund Return
Absolute Fund Return
Total Return on the Notes
Payment at Maturity
$165.00
65.00%
N/A
97.50%
$1,975.00
$150.00
50.00%
N/A
75.00%
$1,750.00
$140.00
40.00%
N/A
60.00%
$1,600.00
$130.00
30.00%
N/A
45.00%
$1,450.00
$120.00
20.00%
N/A
30.00%
$1,300.00
$110.00
10.00%
N/A
15.00%
$1,150.00
$105.00
5.00%
N/A
7.50%
$1,075.00
$101.00
1.00%
N/A
1.50%
$1,015.00
$100.00
0.00%
0.00%
0.00%
$1,000.00
$95.00
-5.00%
5.00%
5.00%
$1,050.00
$90.00
-10.00%
10.00%
10.00%
$1,100.00
$80.00
-20.00%
20.00%
20.00%
$1,200.00
$75.00
-25.00%
25.00%
25.00%
$1,250.00
$70.00
-30.00%
N/A
-5.00%
$950.00
$60.00
-40.00%
N/A
-15.00%
$850.00
$50.00
-50.00%
N/A
-25.00%
$750.00
$40.00
-60.00%
N/A
-35.00%
$650.00
$30.00
-70.00%
N/A
-45.00%
$550.00
$20.00
-80.00%
N/A
-55.00%
$450.00
$10.00
-90.00%
N/A
-65.00%
$350.00
$0.00
-100.00%
N/A
-75.00%
$250.00

PS-4 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
How the Notes Work
Upside Scenario If Automatic Call:
If the closing price of one share of the Fund on the Review Date is greater than or equal to the Call Value, the notes will be
automatically called and investors will receive on the Call Settlement Date the $1,000 principal amount plus the Call Premium Amount
of at least $115.00. No further payments will be made on the notes.
• Assuming a hypothetical Call Premium Amount of $115.00, if the closing price of one share of the Fund increases 30.00% as of the
Review Date, the notes will be automatically called and investors will receive a return equal to 11.50%, or $1,115.00 per $1,000
principal amount note.
Fund Appreciation Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the Final Value is greater than the Strike Value, investors will receive at maturity the
$1,000 principal amount plus a return equal to the Fund Return times the Upside Leverage Factor of 1.50.
• If the notes have not been automatically called and the closing price of one share of the Fund increases 5.00%, investors will
receive at maturity a return equal to 7.50%, or $1,075.00 per $1,000 principal amount note.
Fund Par Scenario or Fund Depreciation Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the Final Value is equal to the Strike Value or is less than the Strike Value by up to
the Buffer Amount of 25.00%, investors will receive at maturity the principal amount plus a return equal to the Absolute Fund Return.
• For example, if the closing price of one share of the Fund declines 10.00%, investors will receive at maturity a return equal to
10.00%, or $1,100.00 per $1,000 principal amount note.
Downside Scenario:
If the notes have not been automatically called and the Final Value is less than the Strike Value by more than the Buffer Amount of
15.00%, investors will lose 1% of the principal amount of their notes for every 1% that the Final Value is less than the Strike Value by
more than the Buffer Amount.
• For example, if the notes have not been automatically called and the closing price of one share of the Fund declines 60.00%,
investors will lose 35.00% of their principal amount and receive only $650.00 per $1,000 principal amount note at maturity,
calculated as follows:
$1,000 + [$1,000 × (-60.00% + 25.00%)] = $650.00
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.
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 is less than
the Strike Value by more than 25.00%, you will lose 1% of the principal amount of your notes for every 1% that the Final Value is
less than the Strike Value by more than 25.00%. Accordingly, under these circumstances, you will lose up to 75.00% of your
principal amount at maturity.
• YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BUFFER AMOUNT IF THE FUND RETURN IS NEGATIVE AND
THE NOTES HAVE NOT BEEN AUTOMATICALLY CALLED —
Assuming the notes have not been automatically called, because the payment at maturity will not reflect the Absolute Fund Return
if the Final Value is less than the Initial Value by more than the Buffer Amount, the Buffer Amount is effectively a cap on your return
at maturity if the Fund Return is negative. Assuming the notes have not been automatically called, the maximum payment at
maturity if the Fund Return is negative is $1,250.00 per $1,000 principal amount note.

PS-5 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
—
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
• IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of the Fund, which may be significant. In addition, if the notes are automatically called, you will not
benefit from the Upside Leverage Factor that applies to the payment at maturity if the Final Value is greater than the Strike Value
or the absolute return feature that applies to the payment at maturity if the Final Value is equal to or less than the Strike Value by
up to the Buffer Amount. Because these features do not apply to the payment upon an automatic call, the payment upon an
automatic call may be significantly less than the payment at maturity for the same level of change in the 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 RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS
WITH RESPECT TO THE FUND OR THOSE SECURITIES.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which 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 Amount.
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.

PS-6 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging
our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to
the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the price of one share of the Fund. 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 Fund
• THERE ARE RISKS ASSOCIATED WITH THE FUND —
The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the
implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could
adversely affect the market price of the shares of the Fund and, consequently, the value of the notes.

PS-7 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
• THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE —
The Fund does not fully replicate its Underlying Index (as defined under “The Fund” below) and may hold securities different from
those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and fees
that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the
performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying
the Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its Underlying
Index. Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply and investor
demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund.
During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants
may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely
affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and
sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate
with the performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES —
All or substantially all of the equity securities held by the Fund are issued by companies whose primary line of business is directly
associated with the gold and/or silver mining industries. As a result, the value of the notes may be subject to greater volatility and
be more adversely affected by a single economic, political or regulatory occurrence affecting these industries than a different
investment linked to securities of a more broadly diversified group of issuers. Investments related to gold and silver are considered
speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the financial condition
of gold and silver mining companies. Also, gold and silver mining companies are highly dependent on the price of gold and silver
bullion, respectively, but may also be adversely affected by a variety of worldwide economic, financial and political factors. The
price of gold and silver may fluctuate substantially over short periods of time, so the Fund’s share price may be more volatile than
other types of investments. Fluctuation in the prices of gold and silver may be due to a number of factors, including changes in
inflation, changes in currency exchange rates and changes in industrial and commercial demand for metals (including fabricator
demand). Additionally, increased environmental or labor costs may depress the value of metal investments. These factors could
affect the gold and silver mining industries and could affect the value of the equity securities held by the Fund and the price of the
Fund during the term of the notes, which may adversely affect the value of your notes.
• NON-U.S. SECURITIES RISK —
Some of the equity securities held by the Fund have been issued by non-U.S. companies. Investments in securities linked to the
value of such non-U.S. equity securities involve risks associated with the home countries and/or the securities markets in the home
countries of the issuers of those non-U.S. equity securities. Also, there is generally less publicly available information about
companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the
SEC.
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK —
Because the prices of the non-U.S. equity securities held by the Fund are converted into U.S. dollars for purposes of calculating
the net asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the
currencies in which the non-U.S. equity securities held by the Fund trade. Your net exposure will depend on the extent to which
those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity securities held by the Fund
denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those
currencies, the price of the Fund will be adversely affected and any payment on the notes may be reduced.
• THE FUND HAS RECENTLY TRANSITIONED TO TRACKING A NEW UNDERLYING INDEX, WHICH DIFFERS FROM THE
PRIOR UNDERLYING INDEX IN IMPORTANT WAYS —
Prior to September 19, 2025, the Fund sought to replicate as closely as possible, before fees and expenses, the price and yield
performance of the NYSE Arca Gold Miners Index. After market close on September 19, 2025, the Fund’s benchmark index
became the MarketVector Global Gold Miners Index. The MarketVector Global Gold Miners Index differs from the NYSE Arca

PS-8 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
Gold Miners Index in important ways, including use of different market capitalization criteria for inclusion in the index and different
weighting schemes, and the composition of the Fund has changed as a result of this transition.
When evaluating the historical performance of the Fund, you should bear in mind that the index tracked by the Fund during the
historical period shown in this pricing supplement before market close on September 19, 2025 is different from the index that the
Fund tracks currently. The historical performance of the Fund might have been meaningfully different (positive or negative) had the
Fund tracked the MarketVector Global Gold Miners Index before market close on September 19, 2025.
We cannot predict what effect these changes may have on the performance of the Fund. It is possible that these changes could
adversely affect the performance of the Fund and, in turn, your return on the notes.
• 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-9 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
The Fund
The Fund is an exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to replicate as closely as
possible, before fees and expenses, the price and yield performance of the MarketVector Global Gold Miners Index, which we refer to
as the Underlying Index with respect to the Fund. The MarketVector Global Gold Miners Index is a float-adjusted modified market
capitalization-weighted index that tracks the performance of companies involved primarily in the gold and silver mining industry. Before
market close on September 19, 2025, the Fund tracked the NYSE Arca Gold Miners Index. For additional information about the Fund,
see “Fund Descriptions — The VanEck® ETFs” in the accompanying underlying supplement, as supplemented by the three immediately
preceding sentences. The information about the NYSE Arca Gold Miners Index in the accompanying underlying supplement is no
longer applicable to the Fund.
Historical Information
The following graph sets forth the historical performance of the Fund based on the weekly historical closing prices of one share of the
Fund from January 8, 2021 through January 16, 2026. The closing price of one share of the Fund on January 21, 2026 was $101.29.
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 Fund, such as stock
splits.
The historical closing prices of one share of the 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 the Fund on the Review Date or the Observation Date. There can be no assurance that
the performance of the Fund will result in the return of any of your principal amount in excess of $250.00 per $1,000 principal amount
note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax
Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement. Assuming this treatment is respected, subject to the possible application of the “constructive
ownership” rules, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than
a year, whether or not you are an initial purchaser of notes at the issue price. The notes could be treated as “constructive ownership
transactions” within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-term capital gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a

PS-10 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
constant yield over your holding period for the notes. Our special tax counsel has not expressed an opinion with respect to whether the
constructive ownership rules apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the potential
application of the constructive ownership rules.
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income
or loss on your notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice
requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice
focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the
relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the constructive ownership regime described above. While the notice requests comments on
appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these
issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the
potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
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

PS-11 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a
profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as
determined by our affiliates. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile
of the notes and “The Fund” 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.

PS-12 | Structured Investments
Auto Callable Dual Directional Buffered Return Enhanced Notes Linked to
the VanEck® Gold Miners ETF
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 notes linked to the VanEck Gold Miners ETF?

The AMJB notes are structured investments issued by JPMorgan Chase Financial Company LLC and guaranteed by JPMorgan Chase & Co., linked to the VanEck Gold Miners ETF (GDX). They offer auto-call and dual-directional buffered payoff features instead of fixed interest payments.

How does the auto call feature work on the AMJB VanEck Gold Miners ETF notes?

On the Review Date (February 3, 2027), if the ETF’s closing price is at or above the Call Value (100% of the strike), each note is automatically called for $1,000 plus a Call Premium Amount of at least $115. After this payment, no further amounts are due.

What is the payoff at maturity for the AMJB notes if they are not called?

If not called and the ETF’s Final Value is above the Strike Value of $101.29, each $1,000 note pays $1,000 plus 1.5 times the ETF’s percentage gain. If the Final Value is at or down by up to the 25% buffer, holders get $1,000 plus the ETF’s absolute loss as a positive return, capped at 25%. Below the buffer, principal is reduced in line with further declines up to a 75% loss.

Can investors lose principal on the JPMorgan AMJB structured notes?

Yes. If the notes are not automatically called and the ETF finishes more than 25% below the strike, investors lose 1% of principal for each 1% additional ETF decline. The maximum loss is 75% of the principal, leaving $250 per $1,000 note.

Do the AMJB notes pay interest or ETF dividends?

No. The notes do not pay periodic interest and holders do not receive dividends paid by the VanEck Gold Miners ETF or its underlying securities. All value comes from the call payment or the final payoff formula.

What are the main risks of the AMJB VanEck Gold Miners ETF notes?

Key risks include potential loss of up to 75% of principal, no interest or dividends, credit risk of JPMorgan entities, lack of listing and potential illiquidity, and exposure to the gold and silver mining industries and non‑U.S. markets. The estimated value is below the issue price, and secondary prices may be lower than the original price.

How is the estimated value of the JPMorgan AMJB notes determined?

The indicative estimated value per $1,000 note is shown as about $980.00, and the final estimated value will not be less than $950.00. It combines a fixed‑income component priced using an internal funding rate and derivatives tied to the ETF, and is lower than the issue price because it excludes selling commissions, hedging costs and dealer profits.