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JPMorgan (AMJB) unveils capped bearish notes linked to ARK Next Gen Internet ETF

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

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC plans to issue capped bearish notes linked to the ARK Next Generation Internet ETF (ARKW), fully and unconditionally guaranteed by JPMorgan Chase & Co. These two-year notes are designed for investors who expect ARKW to fall and are willing to accept limited downside protection and a cap on gains.

If the ETF’s final price is below its initial level, holders receive their $1,000 principal plus an additional amount based on the percentage decline, at a 100% downside participation rate, up to a maximum return of at least 30% (at least $300 per $1,000 note). If the ETF is unchanged, investors simply receive $1,000 back. If the ETF rises, the maturity payment falls 1% for each 1% gain in the fund, but not below $850 per $1,000 note, so investors can lose up to 15% of principal.

The notes pay no interest, provide no dividends from ARKW, will not be listed on an exchange and carry the credit risk of both JPMorgan Financial and JPMorgan Chase & Co. The estimated value at pricing is expected to be about $980 per $1,000 note and will not be less than $950, reflecting embedded selling, structuring and hedging costs. For U.S. federal income tax purposes, counsel expects the notes to be treated as contingent payment debt instruments, requiring investors to accrue taxable income over the term even though all cash is paid at maturity.

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 December 3, 2025
December , 2025 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-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
Capped Bearish Notes Linked to the ARK Next Generation
Internet ETF due March 10, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes provide limited bearish exposure to the ARK Next Generation Internet ETF, which we refer to as the
Fund. The notes are designed for investors who seek a positive return at maturity based on any depreciation of the
Fund over the term of the notes, up to a maximum return of at least 30.00% at maturity.
Investors will not benefit from any appreciation of the Fund over the term of the notes. If the Fund appreciates over the
term of the notes, investors will lose up to 15.00% of their principal at maturity.
Investors should be willing to forgo interest and dividend payments, while seeking repayment of at least 85.00% of
principal at maturity.
The Fund is actively managed and is subject to additional risks. Unlike a passively managed fund, an actively
managed fund does not attempt to track an index or other benchmark, and the investment decisions for an
actively managed fund are instead made by its investment adviser. See “Selected Risk Considerations — Risks
Relating to the Fund An Investment in the Notes Is Subject to Risks Associated with Actively Managed Funds” in this
pricing supplement for more information.
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 December 5, 2025 and are expected to settle on or about December 10,
2025.
CUSIP: 48136LM48
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-12
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,
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 $6.00 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
Capped Bearish Notes Linked to the ARK Next Generation Internet 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 ARK Next Generation Internet ETF (Bloomberg
ticker: ARKW)
Downside Participation Rate: 100.00%
Maximum Amount: At least $300.00 per $1,000 principal
amount note (to be provided in the pricing supplement)
Pricing Date: On or about December 5, 2025
Original Issue Date (Settlement Date): On or about December
10, 2025
Observation Date*: March 5, 2027
Maturity Date*: March 10, 2027
* 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
Payment at Maturity:
If the Final Value is less than the Initial Value, at maturity, you
will receive a cash payment, for each $1,000 principal amount
note, of $1,000 plus the Additional Amount, which will not be
greater than the Maximum Amount.
If the Final Value is equal to or greater than the Initial Value,
your payment at maturity will be calculated as follows:
$1,000 + ($1,000 × Bearish Fund Return)
In no event, however, will the payment at maturity be less than
$850.00 per $1,000 principal amount note.
If the Final Value is greater than the Initial Value, you will lose
up to 15.00% of your principal amount at maturity.
You are entitled to repayment of at least $850.00 per $1,000
principal amount note at maturity, subject to the credit risks of
JPMorgan Financial and JPMorgan Chase & Co.
Additional Amount: The Additional Amount payable at
maturity per $1,000 principal amount note will equal:
$1,000 × Bearish Fund Return × Downside Participation Rate
provided that the Additional Amount will not be greater than the
Maximum Amount.
Bearish Fund Return:
(Initial Value Final Value)
Initial Value
Initial Value: The closing price of one share of the Fund 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 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
Capped Bearish Notes Linked to the ARK Next Generation Internet 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
The following table and graph illustrate the hypothetical payment at maturity on the notes linked to a hypothetical Fund. The
hypothetical payments set forth below assume the following:
an Initial Value of $100.00;
a Downside Participation Rate of 100.00%; and
a Maximum Amount of $300.00 per $1,000 principal amount note.
As used in this section, the Fund Return is equal to (Final Value Initial Value) / Initial Value. The hypothetical Initial Value of $100.00
has been chosen for illustrative purposes only and may not represent a likely actual Initial Value. The actual Initial Value will be the
closing price of one share of the Fund on the Pricing Date and will be provided in the pricing supplement. For historical data regarding
the actual closing prices of one share of the Fund, please see the historical information set forth under The Fund in this pricing
supplement.
Each hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the actual payment at maturity
applicable to a purchaser of the notes. The numbers appearing in the following table and graph have been rounded for ease of
analysis.
Final Value
Fund Return
Bearish Fund Return
Additional Amount
Payment at Maturity
$180.00
80.00%
-80.00%
N/A
$850.00
$165.00
65.00%
-65.00%
N/A
$850.00
$150.00
50.00%
-50.00%
N/A
$850.00
$140.00
40.00%
-40.00%
N/A
$850.00
$130.00
30.00%
-30.00%
N/A
$850.00
$120.00
20.00%
-20.00%
N/A
$850.00
$115.00
15.00%
-15.00%
N/A
$850.00
$110.00
10.00%
-10.00%
N/A
$900.00
$105.00
5.00%
-5.00%
N/A
$950.00
$101.00
1.00%
-1.00%
N/A
$990.00
$100.00
0.00%
0.00%
$0.00
$1,000.00
$95.00
-5.00%
5.00%
$50.00
$1,050.00
$90.00
-10.00%
10.00%
$100.00
$1,100.00
$80.00
-20.00%
20.00%
$200.00
$1,200.00
$70.00
-30.00%
30.00%
$300.00
$1,300.00
$60.00
-40.00%
40.00%
$300.00
$1,300.00
$50.00
-50.00%
50.00%
$300.00
$1,300.00
$40.00
-60.00%
60.00%
$300.00
$1,300.00
$30.00
-70.00%
70.00%
$300.00
$1,300.00
$20.00
-80.00%
80.00%
$300.00
$1,300.00
$10.00
-90.00%
90.00%
$300.00
$1,300.00
$0.00
-100.00%
100.00%
$300.00
$1,300.00
PS-3 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Fund Returns. There can be no
assurance that the performance of the Fund will result in a payment at maturity in excess of $850.00 per $1,000 principal amount note,
subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Positive Return Scenario:
If the Final Value is less than the Initial Value, investors will receive at maturity the $1,000 principal amount plus the Additional Amount,
which is equal to $1,000 times the Bearish Fund Return times the Downside Participation Rate of 100.00% and which will not be
greater than the Maximum Amount of at least $300.00 per $1,000 principal amount note. Assuming a hypothetical Maximum Amount of
$300.00 per $1,000 principal amount note, an investor will realize the maximum payment at maturity at a Final Value of 70.00% or less
of the Initial Value.
If the closing price of one share of the Fund decreases 5.00%, investors will receive at maturity a return equal to 5.00%, or
$1,050.00 per $1,000 principal amount note.
Assuming a hypothetical Maximum Amount of $300.00 per $1,000 principal amount note, if the closing price of one share of the
Fund decreases 50.00%, investors will receive at maturity a return equal to 30.00%, or $1,300.00 per $1,000 principal amount
note, which is the maximum payment at maturity.
Par Scenario:
If the Final Value is equal to the Initial Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is greater than the Initial Value, investors will lose 1% of the principal amount of their notes for every 1% that the Final
Value is greater than the Initial Value, provided that the payment at maturity will not be less than $850.00 per $1,000 principal amount
note.
For example, if the closing price of one share of the Fund increases 5.00%, investors will lose 5.00% of their principal amount and
receive only $950.00 per $1,000 principal amount note at maturity.
For example, if the closing price of one share of the Fund increases 50.00%, investors will lose 15.00% of their principal amount
and receive only $850.00 per $1,000 principal amount note at maturity.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
PS-4 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
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
THE NOTES MAY NOT PAY MORE THAN 85.00% OF THE PRINCIPAL AMOUNT AT MATURITY
If the Final Value is greater than the Initial Value, you will lose 1% of the principal amount of your notes for every 1% that the Final
Value is greater than the Initial Value, provided that the payment at maturity will not be less than $850.00 per $1,000 principal
amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. Accordingly, under these
circumstances, you will lose up to 15.00% of your principal amount at maturity and you will not be compensated for any loss in
value due to inflation and other factors relating to the value of money over time.
THE NOTES ARE BEARISH ON THE FUND
Because the notes are bearish on the Fund, your return on the notes will not benefit from any appreciation of the Fund over the
term of the notes. In addition, you will lose up to 15.00% of your principal amount at maturity if the Final Value is greater than the
Initial Value.
YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE MAXIMUM AMOUNT,
regardless of any depreciation of the Fund, which may be significant.
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 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
Maximum Amount.
PS-5 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
Risks Relating to Conflicts of Interest
POTENTIAL CONFLICTS
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to Risk Factors Risks Relating to Conflicts of Interest in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging
our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to
the Maturity Date could result in a substantial loss to you.
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the 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
PS-6 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
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
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH ACTIVELY MANAGED FUNDS
The Fund is actively managed. Unlike a passively managed fund, an actively managed fund does not attempt to track an index or
other benchmark, and the investment decisions for an actively managed fund are instead made by its investment adviser. The
investment adviser of an actively managed fund may adopt a strategy or strategies that are significantly higher risk than the
indexing strategy that would have been employed by a passively managed fund. As an actively managed fund, the Fund is subject
to management risk. In managing an actively managed fund, the investment adviser of a fund applies investment strategies,
techniques and analyses in making investment decisions for that fund, but there can be no guarantee that these actions will
produce the intended results. The ability of the Fund’s investment adviser to successfully implement the Fund’s investment
strategy will significantly influence the market price of the shares of the Fund and, consequently, the value of the notes.
THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S NET ASSET VALUE PER SHARE —
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 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 DISRUPTIVE INNOVATION COMPANIES
The Fund’s investment strategy involves exposure to companies that the investment adviser believes are capitalizing on disruptive
innovation and developing technologies to displace older technologies or create new markets (“disruptive innovation companies”).
However, the companies selected by the investment adviser may not in fact do so. Companies that initially develop a novel
technology may not be able to capitalize on the technology. Companies that develop disruptive technologies may face political or
legal attacks from competitors, industry groups or local and national governments. These companies may also be exposed to risks
applicable to sectors other than the disruptive innovation theme for which they are chosen, and the securities issued by these
companies may underperform the securities of other companies that are primarily focused on a particular theme. The Fund may
invest in companies that do not currently derive any revenue from disruptive innovations or technologies, and there is no assurance
that any company will derive any revenue from disruptive innovations or technologies in the future. A disruptive innovation or
technology may constitute a small portion of any company’s overall business. As a result, the success of a disruptive innovation or
technology may not affect the value of the equity securities issued by that company.
RISKS ASSOCIATED WITH THE INTERNET INFORMATION PROVIDER AND CATALOG AND MAIL ORDER HOUSE
INDUSTRIES
The assets of the Fund will be concentrated in the securities of issuers having their principal business activities in the Internet
information provider and catalog and mail order house 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. Internet information provider companies
provide Internet navigation services and reference guide information and publish, provide or present proprietary advertising and/or
third party content. These companies often derive a large portion of their revenues from advertising, and a reduction in spending
by or loss of advertisers could seriously harm their business. This business is rapidly evolving and intensely competitive and is
subject to changing technologies, shifting user needs and frequent introductions of new products and services. The research and
development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and
investment, as well as the accurate anticipation of technology, market trends and consumer needs. The number of people who
access the Internet is increasing dramatically and a failure to attract and retain a substantial number of these users to a company’s
products and services or to develop products and technologies that are more compatible with alternative devices could adversely
affect operating results. Concerns regarding a company’s products, services or processes that may compromise the privacy of
users or other privacy related matters, even if unfounded, could damage a company’s reputation and adversely affect operating
PS-7 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
results. Catalog and mail order house companies may be exposed to significant inventory risks that may adversely affect operating
results due to, among other factors: seasonality, new product launches, rapid changes in product cycles and pricing, defective
merchandise, changes in consumer demand and consumer spending patterns or changes in consumer tastes with respect to
products. Demand for products can change significantly between the time inventory or components are ordered and the date of
sale. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may
not be returnable. Failure to adequately predict customer demand or otherwise optimize and operate distribution centers could
result in excess or insufficient inventory or distribution capacity, result in increased costs, impairment charges, or both. The
business of catalog and mail order house companies can be highly seasonal and failure to stock or restock popular products in
sufficient amounts during high demand periods could significantly affect revenue and future growth. Increased website traffic
during peak periods could cause system interruptions which may reduce the volume of goods sold and the attractiveness of a
company’s products and services. These factors could affect the health care sector 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.
THE NOTES ARE SUBJECT TO RISKS RELATING TO CRYPTOCURRENCIES AND RELATED INVESTMENTS
The Fund may have exposure to cryptocurrencies, such as bitcoin, indirectly through investment funds, including through an
investment in the Grayscale Bitcoin Trust (“GBTC”), a privately offered, open-end investment vehicle. Cryptocurrencies are digital
assets designed to act as a medium of exchange and do not represent legal tender. Cryptocurrency generally operates without
central authority or banks and is not backed by any government. Cryptocurrencies are susceptible to theft, loss, destruction and
fraud. Cryptocurrency is an emerging asset class, and regulation in the United States is still developing, including with respect to
market integrity, anti-fraud, anti-manipulation, cybersecurity, surveillance and anti-money laundering. Federal, state and/or foreign
governments may restrict the use and exchange of cryptocurrencies. The market prices of bitcoin and other cryptocurrencies have
been subject to extreme fluctuations. Even when held indirectly, investment vehicles like GBTC may be affected by the high
volatility associated with cryptocurrency exposure. Holding a privately offered investment vehicle in its portfolio may cause the
Fund to trade at a discount to its net asset value. If cryptocurrency markets continue to be subject to sharp fluctuations, the Fund
and the notes may be adversely affected. In addition, the share prices of GBTC and other similar investment vehicles that are not
listed on a national securities exchange may be more volatile than listed securities because there is generally less liquidity in these
securities and there may be less publicly available information about them or their issuers. Cryptocurrency exchanges and other
trading venues on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated and may therefore be
more exposed to fraud and failure than established, regulated exchanges for securities, derivatives and other
currencies. Cryptocurrency exchanges may stop operating or permanently shut down due to fraud, technical glitches, hackers or
malware, which may also affect the prices of cryptocurrencies. Events that negatively affect cryptocurrencies may negatively affect
the performance of the Fund and the notes.
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH MID-SIZE, SMALL AND MICRO-
CAPITALIZATION STOCKS
Some of the equity securities held by the Fund have been issued by mid-size, small or micro-capitalization companies. Mid-size,
small and micro-capitalization companies may be less able to withstand adverse economic, market, trade and competitive
conditions relative to larger companies. Mid-size, small and micro-capitalization companies are less likely to pay dividends on their
stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market
conditions.
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 securities markets in 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.
EMERGING MARKETS RISK
Some of the equity securities held by the Fund have been issued by non-U.S. companies located in emerging markets
countries. Countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of
businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of
property rights than more developed countries. The economies of countries with emerging markets may be based on only a few
industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt
burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
PS-8 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
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. With respect to the Fund, 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.
RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE FUND
Pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in, or possession of, publicly traded
securities of certain companies that are determined to be linked to the People’s Republic of China military, intelligence and security
apparatus, or securities that are derivative of, or are designed to provide investment exposure to, those securities. If the issuer of
any of the equity securities held by the Fund is in the future designated as such a prohibited company, the value of that company
may be adversely affected, perhaps significantly, which would adversely affect the performance of the Fund. In addition, under
these circumstances, the Fund is expected to remove the equity securities of that company from the Fund. Any changes to the
composition of the Fund in response to these executive orders could adversely affect the performance of the Fund.
THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and
adversely affected.
PS-9 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
The Fund
The Fund is an actively-managed exchange-traded fund of ARK ETF Trust, a registered investment company, with an investment
objective of long-term growth of capital, that primarily invests in equity securities of U.S. and non-U.S. companies relevant to the Fund’s
investment theme of next generation internet. For additional information about the Fund, see Annex A in this pricing supplement.
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 F
und from January 3, 2020 through November 28, 2025. The closing price of one share of the Fund on December 2, 2025 was $151.74.
We obtained the closing prices above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verificat
ion. 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 Pricing Date or the Observation Date. There can be no assurance that
the performance of the Fund will result in a payment at maturity in excess of $850.00 per $1,000 principal amount note, subject to the
credit risks of JPMorgan Financial and JPMorgan Chase & Co.
Tax Treatment
There is uncertainty regarding the U.S. federal income tax consequences of an investment in the notes due to the lack of governing
authority. You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences,” and in particular the
subsection thereof entitled “Tax Consequences to U.S. Holders — Notes with a Term of More than One Year Notes Treated as
Contingent Payment Debt Instruments” in the accompanying product supplement no. 3-I. Notwithstanding that the notes do not provide
for the full repayment of their principal amount at or prior to maturity, our special tax counsel, Davis Polk & Wardwell LLP is of the
opinion that it is reasonable to treat the notes as indebtedness, and assuming that treatment is correct, that the notes should be treated
as “contingent payment debt instruments” for U.S. federal income tax purposes. Assuming this treatment is respected, as discussed in
that subsection, unlike a traditional debt instrument that provides for periodic payments of interest at a single fixed rate, with respect to
which a cash-method investor generally recognizes income only upon receipt of stated interest, you generally will be required to accrue
original issue discount (“OID”) on your notes in each taxable year at the “comparable yield,” as determined by us, although we will not
make any payment with respect to the notes until maturity. Upon sale or exchange (including at maturity), you will recognize taxable
income or loss equal to the difference between the amount received from the sale or exchange and your adjusted basis in the note,
which generally will equal the cost thereof, increased by the amount of OID you have accrued in respect of the note. You generally
must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as
capital loss. The deductibility of capital losses is subject to limitations. Special rules may apply if the amount payable at maturity is
treated as becoming fixed prior to maturity. You should consult your tax adviser concerning the application of these rules. The
discussions herein 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. Purchasers who are not initial purchasers of notes at their issue price should
consult their tax advisers with respect to the tax consequences of an investment in notes, including the treatment of the difference, if
any, between the basis in their notes and the notes’ adjusted issue price.
PS-10 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
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. In light of the bearish economics of the notes, payment on the notes to Non-U.S. Holders will not be subject to
Section 871 (m).
The discussions in the preceding paragraphs, when read in combination with the section entitled “Material U.S. Federal Income Tax
Consequences” (and in particular the subsection thereof entitled “— Tax Consequences to U.S. Holders Notes with a Term of More
than One Year Notes Treated as Contingent Payment Debt Instruments”) in the accompanying product supplement, to the extent
they reflect statements of law, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax
consequences of owning and disposing of the notes.
Comparable Yield and Projected Payment Schedule
We will determine the comparable yield for the notes and will provide that comparable yield and the related projected payment schedule
(or information about how to obtain them) in the pricing supplement for the notes, which we will file with the SEC. The comparable yield
for the notes will be determined based upon a variety of factors, including actual market conditions and our borrowing costs for debt
instruments of comparable maturities at the time of issuance. The comparable yield and projected payment schedule are
determined solely to calculate the amount on which you will be taxed with respect to the notes in each year and are neither a
prediction nor a guarantee of what the actual yield will be.
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
PS-11 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
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 Workin 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. 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. 3-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029706/ea153081_424b2.pdf
Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.
PS-12 | Structured Investments
Capped Bearish Notes Linked to the ARK Next Generation Internet ETF
Annex A
The ARK Next Generation Internet ETF
All information contained in this pricing supplement regarding the ARK Next Generation Internet ETF (the “ARKW Fund”) has been
derived from publicly available information, without independent verification. This information reflects the policies of, and is subject to
change by, the Board of Trustees of ARK ETF Trust (the “ARK Trust”). The ARKW Fund is an actively-managed exchange-traded fund
managed by ARK Investment Management LLC (“ARK LLC”), the investment adviser to the ARKW Fund. The ARKW Fund trades on
the Cboe BZX Exchange, Inc. under the ticker symbol “ARKW.”
The investment objective of the ARKW Fund is long-term growth of capital.
As an actively-managed fund, the ARKW Fund is subject to management risk. In managing the ARKW Fund, ARK LLC applies
investment strategies, techniques and analyses in making investment decisions for the ARKW Fund, but there can be no guarantee that
these actions will produce the intended results. The ability of ARK LLC to successfully implement the ARKW Fund’s investment
strategy will significantly influence the ARKW Fund’s performance.
The ARKW Fund will invest under normal circumstances primarily (at least 80% of its assets) in equity securities of U.S. and non-U.S.
companies that are relevant to the ARKW Fund’s investment theme of next generation internet. Next generation internet companies
are companies that ARK LLC believes are focused on and expected to benefit from shifting the bases of technology infrastructure from
hardware and software to the cloud, enabling mobile and local services, such as companies that rely on or benefit from the increased
use of shared technology, infrastructure and services. These companies may include mail order houses, which generate the entirety of
their business through websites and which offer internet-based products and services, such as streaming media or cloud storage in
addition to traditional physical goods. These companies may also include ones that develop, use or rely on innovative payment
methodologies, big data, the “internet of things,” social distribution and media and technologies that make financial services more
efficient. ARK LLC defines the “internet of things” as a system of interrelated computing devices, mechanical and digital machines or
physical objects that are provided unique identifiers and the ability to transfer data over a network without requiring human-to-human or
human-to-computer interaction.
The ARK Trust is a registered investment company that consists of numerous separate investment portfolios, including the ARKW
Fund. Information provided to or filed with the SEC by the ARK Trust pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-191019 and 811-22883,
respectively, through the SEC’s website at http://www.sec.gov.

FAQ

What are the JPMorgan (AMJB) capped bearish notes linked to ARKW ETF?

These are structured debt securities of JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., that provide a payoff at maturity based on the performance of the ARK Next Generation Internet ETF (ARKW). They are designed to benefit from declines in ARKW over the term, with gains capped and losses limited to a maximum of 15% of principal.

How is the maturity payment on the JPMorgan AMJB notes calculated?

At maturity, for each $1,000 note: if ARKW’s final price is below its initial price, holders receive $1,000 plus an Additional Amount equal to $1,000 × Bearish Fund Return × 100%, capped at a Maximum Amount of at least $300. If ARKW is unchanged, the payment is $1,000. If ARKW is above its initial value, the payment is $1,000 + ($1,000 × Bearish Fund Return), but not less than $850, so investors can lose up to 15% of principal.

What are the key risks of the JPMorgan (AMJB) capped bearish notes on ARKW?

Key risks include: the notes may return as little as $850 per $1,000 (a 15% loss) if ARKW rises; no interest or dividends are paid; the notes are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co.; they will not be listed on any securities exchange, so liquidity may be limited; and ARKW itself carries risks tied to actively managed strategies, disruptive innovation companies, internet-related industries, cryptocurrencies, smaller-cap stocks and non-U.S. and emerging markets securities.

What is the estimated value of the JPMorgan ARKW bearish notes versus the price to public?

If issued on the date of the example, the estimated value would be approximately $980.00 per $1,000 principal amount note, and at pricing it will not be less than $950.00. This is lower than the price to public of $1,000 because that public price includes selling commissions, projected hedging profits and the estimated cost of hedging JPMorgan’s obligations under the notes.

What is the role of the ARK Next Generation Internet ETF (ARKW) in these JPMorgan notes?

ARKW is the underlying fund for the notes. It is an actively managed ETF focused on U.S. and non-U.S. companies related to the “next generation internet” theme, including cloud, mobile, big data, the internet of things, and innovative payment and digital services. The notes’ payoff depends entirely on the closing price of one share of ARKW on the pricing date (Initial Value) and on the observation date (Final Value).

How are the JPMorgan AMJB ARKW notes expected to be treated for U.S. federal income tax purposes?

Special tax counsel is of the opinion that it is reasonable to treat the notes as indebtedness and, more specifically, as contingent payment debt instruments. Under this approach, investors generally must accrue original issue discount over the life of the notes based on a comparable yield determined by JPMorgan, and recognize ordinary interest income and, upon sale or maturity, ordinary or capital loss subject to limitations, even though cash is only paid at maturity.

Do the JPMorgan capped bearish notes linked to ARKW pay interest or provide ETF dividends?

No. The notes do not pay periodic interest and holders do not receive dividends paid by ARKW or by the securities held in ARKW’s portfolio, nor do they gain any voting or other rights with respect to the fund or its underlying holdings. All potential return is delivered, if at all, through the single maturity payment.