JPMorgan Chase (NYSE: JPM) issues CPI‑linked floating notes due 2041
Rhea-AI Filing Summary
JPMorgan Chase & Co. is offering floating rate notes linked to the U.S. CPI due April 29, 2041. Interest is payable monthly in arrears on the 29th of each month, with an Interest Rate equal to the year‑over‑year CPI change plus a 2.425% spread (subject to a 0.00% minimum and rounding to three decimals). The notes have a principal amount per note of $1,000, a pricing date of April 24, 2026, and an original issue (settlement) date of April 29, 2026. The calculation agent will determine CPI levels when official BLS releases are unavailable; the agent already set the October 2025 CPI at 325.604 for certain determinations. Tax treatment may be as variable rate debt or contingent payment debt instruments; final tax treatment will be disclosed in the final pricing supplement.
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Insights
JPMorgan issues long‑dated CPI‑linked floating notes with a 2.425% spread.
The notes pay monthly interest equal to the year‑over‑year change in the CPI plus a 2.425% spread, floored at 0.00%, and mature on April 29, 2041. Payments are subject to the Business Day and Day Count conventions noted in the supplement.
The calculation agent has discretion where CPI publication is missing (it set October 2025 at 325.604). Holders should note potential valuation effects from that discretion and the unresolved U.S. federal tax classification—JPMorgan will state its intended tax treatment in the final pricing supplement.
Key Figures
Key Terms
CPI Rate financial
Determination Date financial
Contingent Payment Debt Instrument (CPDI) tax
Variable Rate Debt Instrument (VRDI) tax
Comparable Yield financial
Offering Details
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated April 23, 2026
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Pricing supplement prospectus supplement dated April 17, 2026 and product supplement no. 1-I dated April 17, 2026
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Registration Statement No. 333-293684 Rule 424(b)(2)
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Floating Rate Notes Linked to the Consumer Price Index due April 29, 2041
General
| · | The notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co. |
| · | The notes are designed for investors who seek (i) periodic interest payments that for each Interest Period are linked to the year-over-year change in the Consumer Price Index as determined on the applicable Determination Date plus 2.425%, provided that this rate will not be less than the Minimum Interest Rate of 0.00% per annum, and (ii) the return of their principal amount at maturity. |
| · | These notes have a long maturity relative to other fixed income products. Longer-dated notes may be riskier than shorter-dated notes. See “Selected Risk Considerations” in this pricing supplement. |
| · | The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter. |
Key Terms
| Issuer: | JPMorgan Chase & Co. |
| Payment at Maturity: | On the Maturity Date, we will pay you the principal amount of your notes plus any accrued and unpaid interest. |
| Interest: | We will pay you interest in arrears on each Interest Payment Date based on the applicable Interest Rate and the applicable Day Count Fraction, subject to the Interest Accrual Convention described below and in the accompanying product supplement. |
| Interest Periods: | The period beginning on and including the Original Issue Date and ending on but excluding the first Interest Payment Date, and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date, subject to the Interest Accrual Convention described below and in the accompanying product supplement |
| Interest Payment Dates: | Interest on the notes will be payable in arrears on the 29th calendar day of each calendar month (or if that day does not exist in that month, the last calendar day of that month), beginning on May 29, 2026 to and including the Maturity Date (each, an “Interest Payment Date”), subject to the Business Day Convention and the Interest Accrual Convention described below and in the accompanying product supplement. |
| Interest Rate: | With respect to each Interest Period, a rate per annum equal to the CPI Rate, as determined on the applicable Determination Date, plus 2.425% (the “Spread”), provided that this rate will not be less than the Minimum Interest Rate. Notwithstanding anything to the contrary in the accompanying product supplement, the Interest Rate with respect to each Interest Period will be rounded to 3 decimal places. |
| Minimum Interest Rate: | 0.00% per annum |
| CPI Rate: |
For any Determination Date, the CPI Rate will be calculated as follows:
where: “CPIt-2” means, with respect to that Determination Date, the published level of the Consumer Price Index for the calendar month that is two (2) calendar months immediately preceding the calendar month in which that Determination Date falls, which we refer to as the “reference month”; and “CPIt-14” means, with respect to that Determination Date, the published level of the Consumer Price Index for the calendar month that is fourteen (14) calendar months immediately preceding the calendar month in which that Determination Date falls. |
| CPI or Consumer Price Index: | The non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers, as displayed on the Bloomberg Professional® service (“Bloomberg”) page “CPURNSA” (or any successor source), as determined by the calculation agent, provided that, if the CPI does not so appear by 3:00 p.m., New York City time, on the applicable Determination Date, then as determined in accordance with the relevant provisions as set forth under “The Underlyings — Base Rates — CPI Rate” in the accompanying product supplement. |
| Determination Date: | For each Interest Period, the second business day immediately preceding the beginning of that Interest Period. For example, May 27, 2026 (which is two business days immediately prior to May 29, 2026) is the Determination Date of the CPI Rate with respect to interest due and payable on June 29, 2026. On the May 2026 Determination Date, interest will be based on year-over-year change in CPI between March 2025 and March 2026. |
| Pricing Date: | April 24, 2026, subject to the Business Day Convention |
| Original Issue Date: | April 29, 2026, subject to the Business Day Convention (Settlement Date) |
| Maturity Date: | April 29, 2041, subject to the Business Day Convention |
| Other Key Terms: | See “Additional Key Terms” in this pricing supplement. |
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-2 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 and prospectus. Any representation to the contrary is a criminal offense.
| Price to Public (1) | Fees and Commissions (2) | Proceeds to Issuer | |
| Per note | $1,000 | $ | $ |
| Total | $ | $ | $ |
(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., 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 $2.50 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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.
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 E medium-term notes of which these notes are a part, 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, 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. 1-I dated April 17, 2026: |
http://www.sec.gov/Archives/edgar/data/19617/000121390026045203/ea0285802-07_424b2.pdf
| · | Prospectus supplement and prospectus, each dated April 17, 2026: |
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, “we,” “us” and “our” refer to JPMorgan Chase & Co.
Additional Key Terms
| Business Day: | Any day other than a day on which banking institutions in the City of New York are authorized or required by law, regulation or executive order to close or a day on which transactions in U.S. dollars are not conducted. |
| Business Day Convention: | Following |
| Interest Accrual Convention: | Unadjusted |
| Day Count Convention: | 30/360 |
| CUSIP: | 48130KVA2 |
Selected Purchase Considerations
| · | PRESERVATION OF CAPITAL AT MATURITY — Regardless of the year-over-year change in the CPI, we will pay you at least the principal amount of your notes if you hold the notes to maturity. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due. |
| · | PERIODIC INTEREST PAYMENTS — The notes offer periodic interest payments on each Interest Payment Date. With respect to each Interest Period, your notes will pay an interest rate per annum equal to the CPI Rate as determined on the applicable Determination Date plus the Spread, provided that this rate will not be less than the Minimum Interest Rate. The yield on the notes may be less than the overall return you would receive from a conventional debt security that you could purchase today with the same maturity as the notes. |
| · | POTENTIAL INFLATION PROTECTION — For each Interest Period, the Interest Rate on the notes will be a rate per annum equal to the CPI Rate as determined on the applicable Determination Date plus the Spread, provided that this rate will not be less than the Minimum Interest Rate. In no event will the Interest Rate for any Interest Period be less than the Minimum Interest Rate. However, an investment in the notes may not fully offset any inflation actually experienced by any holder of the notes. |
| · | TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in this pricing supplement and the section entitled “United States Federal Taxation” in the accompanying prospectus supplement and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes. |
| · | INSOLVENCY AND RESOLUTION CONSIDERATIONS — Rules issued by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) require JPMorgan Chase & Co. to maintain minimum levels of unsecured external long-term debt and other loss-absorbing capacity with specific terms (“eligible LTD”) to recapitalize JPMorgan Chase & Co.’s operating subsidiaries if JPMorgan Chase & Co. were to enter into a resolution either: |
| · | in a bankruptcy proceeding under Chapter 11 of the U.S. Bankruptcy Code, or |
| · | in a receivership administered by the Federal Deposit Insurance Corporation (“FDIC”) under Title II of the Dodd-Frank Act (“Title II”). |
If JPMorgan Chase & Co. were to enter into a resolution, holders of eligible LTD, other unsecured creditors and holders of equity securities of JPMorgan Chase & Co. will absorb the losses of JPMorgan Chase & Co. and its subsidiaries.
The preferred “single point of entry” strategy under JPMorgan Chase & Co.’s resolution plan contemplates that JPMorgan Chase & Co. would enter bankruptcy proceedings and JPMorgan Chase & Co.’s material subsidiaries would be recapitalized, as needed, so that they could continue normal operations or subsequently be divested or wound down in an orderly manner. As a result, JPMorgan Chase & Co.’s losses and any losses incurred by its subsidiaries would be imposed first on holders of JPMorgan Chase & Co.’s equity securities and thereafter on its unsecured creditors, including holders of the notes and other debt securities and guarantees of JPMorgan Chase &
| JPMorgan Structured Investments — | PS- 1 |
| Floating Rate Notes Linked to the Consumer Price Index |
Co. Claims of the JPMorgan Chase & Co.’s shareholders and unsecured creditors would have a junior position to the claims of creditors of JPMorgan Chase & Co.’s subsidiaries and to the claims of priority (as determined by statute) and secured creditors of JPMorgan Chase & Co.
Accordingly, in a resolution of JPMorgan Chase & Co. in bankruptcy, unsecured creditors of JPMorgan Chase & Co., including holders of the notes and other debt securities and guarantees of JPMorgan Chase & Co., would realize value only to the extent available to JPMorgan Chase & Co. as a shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries, and only after any claims of priority and secured creditors of JPMorgan Chase & Co. have been fully repaid. The FDIC has similarly indicated that a single point of entry recapitalization model would be its expected strategy to resolve a systemically important financial institution, such as JPMorgan Chase & Co., under Title II. However, the FDIC has not formally adopted or committed to any specific resolution strategy.
If JPMorgan Chase & Co. were to approach, or enter into, a resolution, none of JPMorgan Chase & Co., the Federal Reserve or the FDIC is obligated to follow JPMorgan Chase & Co.’s preferred resolution strategy, and losses to unsecured creditors of JPMorgan Chase & Co., including holders of the notes and other debt securities and guarantees of JPMorgan Chase & Co., and to holders of equity securities of JPMorgan Chase & Co., under whatever strategy is ultimately followed, could be greater than they might have been under JPMorgan Chase & Co.’s preferred strategy.
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 the accompanying product supplement.
Risks Relating to the Notes Generally
| · | THE NOTES ARE NOT ORDINARY DEBT SECURITIES BECAUSE THE INTEREST RATE ON THE NOTES IS A FLOATING RATE AND MAY BE EQUAL TO THE MINIMUM INTEREST RATE — With respect to each Interest Period, your notes will pay an interest rate per annum equal to the CPI Rate as determined on the applicable Determination Date (which is based on the year-over-year change in the level of the CPI) plus the Spread of 2.425%, provided that this rate will not be less than the Minimum Interest Rate. If the CPI for the same month in successive years does not increase, which is likely to occur when there is little or no inflation, you will receive an interest payment for the applicable Interest Period with an Interest Rate that is less than or equal to the Spread. If the CPI for the same month in successive years decreases, which is likely to occur when there is deflation, you will receive an interest payment for the applicable Interest Period with an Interest Rate that is less than the Spread. If the Interest Rate for an Interest Period is equal to the Minimum Interest Rate, which will occur if the CPI Rate on the applicable Determination Date is less than or equal to -2.425% per annum, no interest will be payable with respect to that Interest Period. Accordingly, if the CPI Rate on the Determination Dates for some or all of the Interest Periods is less than or equal to -2.425% per annum, you may not receive any interest payments for an extended period over the term of the notes. |
| · | THE INTEREST RATE ON THE NOTES IS BASED ON THE CPI RATE — The amount of interest, if any, payable on the notes will depend on a number of factors that could affect the levels of the CPI Rate, and in turn, could affect the value of the notes. These factors include (but are not limited to) the expected volatility of the CPI Rate, interest and yield rates in the market generally, the performance of capital markets, monetary policies, fiscal policies, regulatory or judicial events, inflation, general economic conditions and public expectations with respect to such factors. These and other factors may have a negative impact on the CPI Rate and on the value of the notes in the secondary market. The effect that any single factor may have on the CPI Rate may be partially offset by other factors. We cannot predict the factors that may cause the CPI Rate, and consequently the Interest Rate for an Interest Period, to increase or decrease. A decrease in the CPI Rate will result in a reduction of the applicable Interest Rate used to calculate the Interest for any Interest Period. |
| · | FLOATING RATE NOTES DIFFER FROM FIXED RATE NOTES — The rate of interest on your notes will be variable and determined based on the CPI Rate plus the Spread, provided that this rate will not be less than the Minimum Interest Rate, which may be less than returns otherwise payable on notes issued by us with similar maturities. You should consider, among other things, the overall potential annual percentage rate of interest to maturity of the notes as compared to other investment alternatives. |
| · | LONGER-DATED NOTES MAY BE RISKIER THAN SHORTER-DATED NOTES — By purchasing a note with a longer tenor, you are more exposed to fluctuations in interest rates than if you purchased a note with a shorter tenor. The present value of a longer-dated note tends to be more sensitive to rising interest rates than the present value of a shorter-dated note. If interest rates rise, the present value of a longer-dated note will fall faster than the present value of a shorter-dated note. You should purchase these notes only if you are comfortable with owning a note with a longer tenor. |
| · | CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit spreads, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. If we 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. |
| · | LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, 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. |
Risks Relating to Conflicts of Interest
| · | POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes and hedging our obligations under the notes. In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities for our own accounts or on behalf of customers, could |
| JPMorgan Structured Investments — | PS- 2 |
| Floating Rate Notes Linked to the Consumer Price Index |
cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of 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 for additional information about these risks.
The Determination Date of the CPI Rate with respect to interest due and payable on January 29, 2027 is December 27, 2026 (which is two business days immediately prior to December 29, 2026). On the December 2026 Determination Date, interest will be based on year-over-year change in CPI between October 2025 and October 2026. Due to the 2025 federal government shutdown, there was no CPI data release for October 2025. The calculation agent has determined the CPI level for October 2025 to be 325.604 for purposes of determining interest due and payable on January 29, 2027 in its sole discretion, taking into account all available information that it considers relevant. The CPI level for October 2025 determined by the calculation agent may differ from the CPI level for October 2025 that would have been reported had publication occurred as scheduled, or from any CPI level that may be published subsequently. The calculation agent is under no obligation to consider your interests as a holder of the notes in making any determinations in connection with determining the CPI level for October 2025. Interest due and payable on January 29, 2027 and the return on and value of the notes may be adversely affected by such determination. See “— Risks Relating to the CPI Rate — The CPI May Not Be Published by the BLS for a Given Month, in Which Case the CPI for That Month Will Be Determined by the Calculation Agent in Its Sole Discretion” below.
Risks Relating to Secondary Market Prices of the Notes
| · | CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO MATURITY — While the payment at maturity described in this pricing supplement is based on the full principal amount of your notes, the original issue price of the notes includes the agent’s commission, the estimated cost of hedging our obligations under the notes through one or more of our affiliates and the fees, if any, paid for third-party electronic platform services. As a result, the price, if any, at which JPMS will be willing to purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the Maturity Date could result in a substantial loss to you. Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic platform to facilitate secondary market activity. This secondary market price will also be affected by a number of factors aside from the agent’s commission, the hedging costs and the fees, if any, paid for third-party electronic platform services, including those referred to under “— Many Economic and Market Factors Will Impact the Value of the Notes” below. |
The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
| · | MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the level of the CPI on any day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, including, but not limited to: |
| · | any actual or potential change in our creditworthiness or credit spreads; |
| · | the actual and expected volatility of the CPI; |
| · | the time to maturity of the notes; |
| · | interest and yield rates in the market generally, as well as the volatility of those rates; |
| · | fluctuations in the prices of various consumer goods and services and energy resources; |
| · | inflation and expectations concerning inflation; and |
| · | a variety of economic, financial, political, regulatory or judicial events. |
Risks Relating to the CPI Rate
| · | THE CPI AND THE WAY THE BLS CALCULATES THE CPI MAY CHANGE IN THE FUTURE — The CPI is calculated by the BLS. There can be no assurance that the BLS will not change the method by which it calculates the CPI. In addition, changes in the way the CPI is calculated could reduce the level of the CPI and lower the interest payable with respect to the notes. Accordingly, the amount of interest payable on the notes, and therefore the value of the notes, may be significantly reduced. If the CPI is discontinued or substantially altered, a successor index may be employed to calculate the interest payable on the notes and that substitution may adversely affect the value of the notes. |
| · | THE INTEREST RATE ON THE NOTES MAY NOT REFLECT ACTUAL LEVELS OF INFLATION AFFECTING HOLDERS OF THE NOTES — The CPI is just one measure of price inflation in the United States and, therefore, may not reflect the actual levels of inflation affecting holders of the notes. Further, the CPI Rate for any Interest Period is based on the lagging percentage change in the level of the CPI over a specified period. Accordingly, an investment in the notes should not be expected to fully offset any costs of inflation actually experienced by any holder of the notes. |
| · | THE CPI MAY NOT BE PUBLISHED BY THE BLS FOR A GIVEN MONTH, IN WHICH CASE THE CPI FOR THAT MONTH WILL BE DETERMINED BY THE CALCULATION AGENT IN ITS SOLE DISCRETION — The CPI is published by the BLS. In certain circumstances, including as a result of government shutdowns or other disruptions, the CPI for a particular month may not be published by the BLS. If the CPI for any relevant month is not published by the BLS, the calculation agent will determine the CPI for that month in its sole discretion, taking into account all available information that it considers relevant. For example, the Determination Date of the CPI Rate with respect to interest due and payable on January 29, 2027 is December 27, 2026 (which is two business days immediately prior to December 29, 2026). On the December 2026 Determination Date, interest will be based on year-over-year change in CPI between October 2025 and October 2026. Due to the 2025 federal government |
| JPMorgan Structured Investments — | PS- 3 |
| Floating Rate Notes Linked to the Consumer Price Index |
shutdown, there was no CPI data release for October 2025. The calculation agent has determined the CPI level for October 2025 to be 325.604 for purposes of determining interest due and payable on January 29, 2027 in its sole discretion, taking into account all available information that it considers relevant. The CPI level determined by the calculation agent in these circumstances may differ from the CPI level that would have been reported had publication occurred as scheduled, or from any CPI level that may be published subsequently. Any such determination by the calculation agent could adversely affect the return on and value of the notes.
| JPMorgan Structured Investments — | PS- 4 |
| Floating Rate Notes Linked to the Consumer Price Index |
Hypothetical Interest Rates Based on Historical CPI Levels
Provided below are historical levels of the CPI from January 2015 to March 2026. Also provided below are the hypothetical Interest Rates for a hypothetical Interest Period ending in the calendar months from January 2017 to May 2026 that would have resulted from the year-over-year change in the historical levels of the CPI presented below plus the Spread, subject to the Minimum Interest Rate. We obtained the historical information included below from Bloomberg, without independent verification.
The historical levels of the CPI should not be taken as an indication of future levels of the CPI, and no assurance can be given as to the level of the CPI for any reference month. The hypothetical Interest Rates for a hypothetical Interest Period set forth below are intended to illustrate the effect of general trends in the CPI on the amount of interest payable to you on the notes and assume that the change in the CPI will be measured on a year-over-year basis. However, the CPI may not increase or decrease over the term of the notes in accordance with any of the trends depicted by the historical information in the table below, and the size and frequency of any fluctuations in the CPI level over the term of the notes, which we refer to as the volatility of the CPI, may be significantly different than the historical volatility of the CPI. As a result, the hypothetical Interest Rates depicted in the table below should not be taken as an indication of the actual Interest Rates that will be payable with regard to the Interest Periods over the term of the notes.
| Historical Levels of CPI | Hypothetical Interest Rates | |||||||||||||||||||||
| 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | |
| January | 233.707 | 236.916 | 242.839 | 247.867 | 251.712 | 257.971 | 261.582 | 281.148 | 299.170 | 308.417 | 317.671 | 325.252 | 4.061% | 4.466% | 4.947% | 4.189% | 3.607% | 8.647% | 10.170% | 5.666% | 5.023% | 5.574%* |
| February | 234.722 | 237.111 | 243.603 | 248.991 | 252.776 | 258.678 | 263.014 | 283.716 | 300.840 | 310.326 | 319.082 | 326.785 | 4.118% | 4.628% | 4.602% | 4.476% | 3.600% | 9.234% | 9.535% | 5.562% | 5.174% | 5.160% |
| March | 236.119 | 238.132 | 243.801 | 249.554 | 254.202 | 258.115 | 264.877 | 287.504 | 301.836 | 312.332 | 319.799 | 330.213 | 4.500% | 4.534% | 4.335% | 4.710% | 3.787% | 9.461% | 8.879% | 5.777% | 5.313% | 5.102% |
| April | 236.599 | 239.261 | 244.524 | 250.546 | 255.548 | 256.389 | 267.054 | 289.109 | 303.363 | 313.548 | 320.795 | 4.925% | 4.496% | 3.976% | 4.912% | 3.825% | 9.905% | 8.835% | 5.516% | 5.425% | 4.811% | |
| May | 237.805 | 240.229 | 244.733 | 251.588 | 256.092 | 256.394 | 269.195 | 292.296 | 304.127 | 314.069 | 321.465 | 5.163% | 4.637% | 3.945% | 4.760% | 4.101% | 10.296% | 8.461% | 5.578% | 5.247% | 4.839% | |
| June | 238.638 | 241.018 | 244.955 | 251.989 | 256.143 | 257.797 | 271.696 | 296.311 | 305.109 | 314.175 | 322.561 | 4.806% | 4.785% | 4.288% | 3.964% | 5.045% | 10.967% | 7.410% | 5.902% | 4.816% | 5.681% | |
| July | 238.654 | 240.628 | 244.786 | 252.006 | 256.571 | 259.101 | 273.003 | 296.276 | 305.691 | 314.540 | 323.048 | 4.625% | 4.888% | 4.421% | 2.754% | 6.585% | 10.684% | 7.355% | 5.782% | 4.736% | ||
| August | 238.316 | 240.849 | 245.519 | 252.146 | 256.558 | 259.918 | 273.567 | 296.171 | 307.026 | 314.796 | 323.976 | 4.300% | 5.226% | 4.215% | 2.543% | 7.418% | 11.007% | 6.473% | 5.694% | 4.780% | ||
| September | 237.945 | 241.428 | 246.819 | 252.439 | 256.759 | 260.280 | 274.310 | 296.808 | 307.789 | 315.301 | 324.800 | 4.058% | 5.297% | 4.073% | 3.071% | 7.816% | 11.485% | 5.394% | 5.396% | 5.094% | ||
| October | 237.838 | 241.729 | 246.663 | 252.885 | 257.346 | 260.388 | 276.589 | 298.012 | 307.671 | 315.664 | 325.604* | 4.153% | 5.375% | 4.236% | 3.411% | 7.790% | 10.950% | 5.603% | 5.320% | 5.130% | ||
| November | 237.336 | 241.353 | 246.669 | 252.038 | 257.208 | 260.229 | 277.948 | 297.711 | 307.051 | 315.493 | 324.122 | 4.364% | 5.124% | 4.175% | 3.735% | 7.676% | 10.688% | 6.090% | 4.956% | 5.341% | ||
| December | 236.525 | 241.432 | 246.524 | 251.233 | 256.974 | 260.474 | 278.802 | 296.797 | 306.746 | 315.605 | 324.054 | 4.658% | 4.702% | 4.136% | 3.796% | 7.815% | 10.627% | 6.125% | 4.866% | 5.438% | ||
*Due to the 2025 federal government shutdown, there was no CPI data release for October 2025. The CPI level for October 2025 (and correspondingly the hypothetical interest rate for January 2026) above reflects the CPI level for October 2025 as determined by the calculation agent in its sole discretion, taking into account all available information that it considers relevant. See “Selected Risk Considerations — Risks Relating to Conflicts of Interest” and “Selected Risk Considerations — Risks Relating to the CPI Rate — The CPI May Not Be Published by the BLS for a Given Month, in Which Case the CPI for That Month Will Be Determined by the Calculation Agent in Its Sole Discretion” above.
Hypothetical Example of Calculation of the CPI Rate
The following example illustrates how the CPI Rate is calculated for a particular Interest Period. The hypothetical CPI Rate in the following example is for illustrative purposes only and may not correspond to the actual CPI Rate for any Interest Period applicable to a purchaser of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
On the Determination Date occurring in May 2026, the relevant CPI Rate is calculated based on the percent change in the CPI for the one-year period from March 2025 (319.799) to March 2026 (330.213) as follows:
| JPMorgan Structured Investments — | PS- 5 |
| Floating Rate Notes Linked to the Consumer Price Index |
Hypothetical Interest Rate for an Interest Period
The following table illustrates the Interest Rate determination for an Interest Period for a hypothetical range of performance of the CPI Rate and reflects the Minimum Interest Rate set forth on the cover of this pricing supplement. The hypothetical CPI Rate and interest payments set forth in the following examples are for illustrative purposes only and may not be the actual CPI Rate or interest payment applicable to a purchaser of the notes.
|
Hypothetical CPI Rate |
Spread |
Hypothetical Interest Rate | ||||||
| 9.000% | + | 2.425% | = | 11.425% | ||||
| 8.000% | + | 2.425% | = | 10.425% | ||||
| 7.000% | + | 2.425% | = | 9.425% | ||||
| 6.000% | + | 2.425% | = | 8.425% | ||||
| 5.000% | + | 2.425% | = | 7.425% | ||||
| 4.000% | + | 2.425% | = | 6.425% | ||||
| 3.000% | + | 2.425% | = | 5.425% | ||||
| 2.000% | + | 2.425% | = | 4.425% | ||||
| 1.500% | + | 2.425% | = | 3.925% | ||||
| 1.000% | + | 2.425% | = | 3.425% | ||||
| 0.500% | + | 2.425% | = | 2.925% | ||||
| 0.000% | + | 2.425% | = | 2.425% | ||||
| -0.500% | + | 2.425% | = | 1.925% | ||||
| -1.000% | + | 2.425% | = | 1.425% | ||||
| -2.000% | + | 2.425% | = | 0.425% | ||||
| -2.425% | + | 2.425% | = | 0.00%* | ||||
| -3.000% | + | 2.425% | = | 0.00%* | ||||
| -4.000% | + | 2.425% | = | 0.00%* |
*The Interest Rate cannot be less than the Minimum Interest Rate of 0.00% per annum.
Hypothetical Examples of Interest Rate Calculation for an Interest Period
The following examples illustrate how the hypothetical Interest Rate is calculated for a particular Interest Period occurring and assume that that the Day Count Fraction for the applicable Interest Period is equal to 30/360. The actual Day Count Fraction for an Interest Period will be calculated in the manner set forth in the accompanying product supplement. The hypothetical Interest Rates in the following examples are for illustrative purposes only and may not correspond to the actual Interest Rate for any Interest Period applicable to a purchaser of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1: With respect to a particular Interest Period, the CPI Rate is 1.00% on the applicable Determination Date. The Interest Rate applicable to this Interest Period is 3.425% per annum.
The corresponding interest payment per $1,000 principal amount note is calculated as follows:
$1,000 × (1.00% + 2.425%) × (30/360) = $2.8542
Example 2: With respect to a particular Interest Period, the CPI Rate is -3.00% on the applicable Determination Date. Because the CPI Rate of -3.00% plus 2.425% is less than the Minimum Interest Rate of 0.00% per annum, the Interest Rate applicable to this Interest Period is 0.00% per annum and no interest is payable with respect to this Interest Period.
The hypothetical payments on the notes shown above apply only if you hold the notes for their entire term. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payments shown above would likely be lower.
| JPMorgan Structured Investments — | PS- 6 |
| Floating Rate Notes Linked to the Consumer Price Index |
What Is the Consumer Price Index?
The Consumer Price Index for purposes of the notes is the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers (“CPI”), reported monthly by the Bureau of Labor Statistics of the U.S. Department of Labor (“BLS”) and displayed on Bloomberg screen CPURNSA or any successor source, as determined by the calculation agent in accordance with the procedures set forth under “The Underlyings — Base Rates — CPI Rate” in the accompanying product supplement. The CPI for a particular month is published during the following month.
The CPI is a measure of the average change over time in the prices paid by consumers for a representative basket of consumer goods and services, including food and beverages, housing, apparel, transportation, medical care, recreation, education and communication and other goods and services. The CPI measures inflation as experienced by consumers in their day-to-day living expenses. In calculating the CPI, price changes for the various items are averaged together with weights that represent their importance in the spending of urban households in the United States. The contents of the market basket of goods and services and the weights assigned to the various items are updated periodically by the BLS to take into account changes in consumer expenditure patterns. The CPI is expressed in relative terms in relation to a time base reference period for which the level is set at 100.0. The base reference period for these notes is the 1982-1984 average.
Historical Information
The following graph sets forth the monthly historical performance of the year-over-year change in the CPI from January 2021 through March 2026.* We obtained the rates used to construct the graph below from Bloomberg, without independent verification. The rates displayed below do not reflect the Spread.
The year-over-year change in the CPI for the month of March 2026 (as compared to March 2025) was 3.30% based on Bloomberg page “CPI YOY.” The actual CPI Rate for any Determination Date will be determined in the manner described in “Key Terms — CPI Rate” in this pricing supplement and not by reference to the Bloomberg page “CPI YOY.”
The historical year-over-year change in CPI should not be taken as an indication of future results, and no assurance can be given as to the CPI Rate on any Determination Date. There can be no assurance that the performance of the CPI Rate will result in an Interest Rate for any Interest Period that is greater than the Minimum Interest Rate.
* Due to the 2025 federal government shutdown, there was no CPI data release for October 2025. The year-over-year change in CPI for the month of October 2025 (as compared to October 2024) shown in the graph above reflects the CPI level for October 2025 as determined by the calculation agent in its sole discretion, taking into account all available information that it considers relevant. See “Selected Risk Considerations — Risks Relating to Conflicts of Interest” and “Selected Risk Considerations — Risks Relating to the CPI Rate — The CPI May Not Be Published by the BLS for a Given Month, in Which Case the CPI for That Month Will Be Determined by the Calculation Agent in Its Sole Discretion” above.
| JPMorgan Structured Investments — | PS- 7 |
| Floating Rate Notes Linked to the Consumer Price Index |
Material U.S. Federal Income Tax Consequences
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 “United States Federal Taxation,” and in particular the subsection thereof entitled “— Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments — Program Securities Treated as Variable Rate Debt Instruments” and “— Program Securities Treated as Contingent Payment Debt Instruments” in the accompanying prospectus supplement.
It is unclear whether the notes should be treated for U.S. federal income tax purposes as “variable rate debt instruments” that pay a single variable rate, as described in the subsection of the accompanying product supplement entitled “— Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments — Program Securities Treated as Variable Rate Debt Instruments” (“Single Rate VRDIs”), or “contingent payment debt instruments,” as described in the subsection of the accompanying product supplement entitled “— Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments — Program Securities Treated as Contingent Payment Debt Instruments” (“CPDIs”). We will determine how we intend to treat the notes based on market conditions as of the pricing date, and the final pricing supplement will give further information on this issue.
If the notes are treated as Single Rate VRDIs, as described in the accompanying product supplement, interest would be taxable to you as ordinary interest income at the time it is accrued or received, in accordance with your method of tax accounting. Upon a sale, exchange or retirement of Single Rate VRDIs, you generally would recognize capital gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (other than amounts attributable to accrued interest, which would be taxed as described above) and your tax basis in the Single Rate VRDIs that are sold, exchanged or retired. The deductibility of capital losses is subject to limitations. You should consult your tax adviser concerning the application of these rules.
If the notes are treated as CPDIs, as discussed in the accompanying product supplement, 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, subject to certain adjustments to reflect the difference between the actual and “projected” amounts of any payments you receive during the year, with the result that your taxable income in any year may differ significantly from the interest payments, if any, you receive in that year. Upon sale or exchange (including at maturity or an earlier redemption) of a CPDI, 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 CPDI, which generally will equal the cost thereof, increased by the amount of OID you have accrued in respect of the note (determined without regard to any of the adjustments described above), and decreased by the amount of any projected payments in respect of the CPDI through the date of the sale or exchange. 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. You should consult your tax adviser concerning the application of these rules. Purchasers who are not initial purchasers of CPDIs at their issue price should consult their tax advisers with respect to the tax consequences of an investment in CPDIs, including the treatment of the difference, if any, between the basis in their CPDIs and the CPDIs’ adjusted issue price.
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.
The discussions in the preceding paragraphs, when read in combination with the section entitled “United States Federal Taxation” (and in particular the subsection thereof entitled “— Program Securities Treated as 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
If we treat the notes as CPDIs, 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 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 or timing of the payment or payments will be.
| JPMorgan Structured Investments — | PS- 8 |
| Floating Rate Notes Linked to the Consumer Price Index |