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JPMorgan Chase (JPM) launches callable review notes tied to XLK & SMH ETFs

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

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC priced structured, auto-callable Review Notes linked to the lesser performing of the State Street Technology Select Sector SPDR ETF (XLK) and the VanEck Semiconductor ETF (SMH). The notes have $1,000 minimum denominations, are expected to price on or about July 16, 2026 and settle on or about July 21, 2036 (Original Issue Date stated as July 21, 2026) with a final maturity of July 21, 2031. The notes are unsecured obligations of JPMorgan Chase Financial and fully guaranteed by JPMorgan Chase & Co.; payments are subject to issuer and guarantor credit risk. Automatic calls may occur on specified Review Dates beginning July 20, 2027, with a schedule of minimum Call Premium Amounts that ranges from 17.25% ($172.50) on the first Review Date to 86.25% ($862.50) on the final Review Date. The Barrier Amount for each Fund is 60.00% of its Initial Value; Call Value is 100.00% of Initial Value. The estimated value at issuance is approximately $913.20 per $1,000 note and will not be less than $900.00 per $1,000 note. Investors may lose more than 40.00% of principal (and could lose all) if the Final Value of the Lesser Performing Fund is below the Barrier Amount.

Positive

  • None.

Negative

  • None.

Insights

Auto-callable notes cap upside in exchange for scheduled call premia and downside exposure to the lesser performing ETF.

The notes offer a sequence of increasing minimum Call Premium Amounts per $1,000 that begins at $172.50 (first Review Date) and reaches $862.50 (final Review Date). If both Funds meet or exceed their Call Value on a Review Date, investors receive the corresponding call payment early.

These terms limit upside to the stated call payments; investors do not participate in fund appreciation beyond the call amounts and remain exposed to full downside of the Lesser Performing Fund, subject to the Barrier Amount at 60.00%. The stated $913.20 estimated value implies issuance costs materially above model value, which reduces potential secondary-market recoveries.

Credit and liquidity risk of JPMorgan Financial and its guarantor drive investor repayment risk and secondary-market pricing.

The notes are unsecured obligations of JPMorgan Chase Financial and fully guaranteed by JPMorgan Chase & Co.; any payment is subject to those entities' creditworthiness. The pricing supplement warns that issuer and guarantor defaults could cause total loss.

The notes are not listed and JPMS may be the only potential buyer in the secondary market; secondary prices will likely be below the original issue price and influenced by internal funding rates and hedging costs disclosed in the supplement.

Minimum denomination $1,000 Minimum denominations of $1,000 and integral multiples
Estimated value at issue $913.20 per $1,000 If the notes priced today, the estimated value would be approximately $913.20 per $1,000 principal amount note
Guaranteed by JPMorgan Chase & Co. Payments are fully and unconditionally guaranteed by JPMorgan Chase & Co.
Pricing date On or about July 16, 2026 The notes are expected to price on or about July 16, 2026
Settlement (Original Issue) date On or about July 21, 2026 Original Issue Date (Settlement Date): On or about July 21, 2026
Maturity date July 21, 2031 Maturity Date: July 21, 2031
Barrier Amount 60.00% Barrier Amount: With respect to each Fund, 60.00% of its Initial Value
Final Review Date Call Premium (minimum) 86.25% ($862.50) Final Review Date minimum Call Premium Amount: at least 86.2500% × $1,000
Call Premium Amount financial
"The Call Premium Amount with respect to each Review Date is set forth below • first Review Date at least 17.2500% × $1,000"
Barrier Amount financial
"Barrier Amount: With respect to each Fund, 60.00% of its Initial Value"
Lesser Performing Fund Return financial
"Lesser Performing Fund Return: The lower of the Fund Returns of the Funds"
Share Adjustment Factor technical
"Share Adjustment Factor: With respect to each Fund, the Share Adjustment Factor is referenced in determining the closing price"
Offering Type other
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FAQ

What are the key dates and denomination for JPMorgan (JPM) Review Notes?

The notes are expected to price on or about July 16, 2026 and settle on or about July 21, 2026, with a maturity date of July 21, 2031. Minimum denominations are $1,000.

When will the notes be automatically called and what payment would an investor receive?

An automatic call may be triggered on any Review Date starting July 20, 2027 if each Fund's closing price is at or above its Call Value; the cash payment equals $1,000 plus the applicable Call Premium Amount for that Review Date.

How is the maturity payment calculated if the notes are not called?

If not called and each Fund's Final Value is at or above its Barrier Amount, you receive $1,000. If either Fund's Final Value is below its Barrier Amount, maturity payment is $1,000 + ($1,000 × Lesser Performing Fund Return), which can result in losses exceeding 40.00%.

What are the stated Barrier and Call Values for the underlying ETFs?

Call Value is 100.00% of Initial Value and the Barrier Amount is 60.00% of Initial Value for each Fund; Initial and Final Values are the closing prices on the Pricing Date and final Review Date, respectively.

What is the estimated issuance value and the minimum stated estimated value per note?

The estimated value at issuance is approximately $913.20 per $1,000 note, and the pricing supplement states the estimated value will not be less than $900.00 per $1,000 note when terms are set.

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 July 9, 2026
July , 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and
the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Review Notes Linked to the Lesser Performing of the State
Street® Technology Select Sector SPDR® ETF and the
VanEck® Semiconductor ETF due July 21, 2031
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the
closing price of one share of each of the State Street® Technology Select Sector SPDR® ETF and the VanEck®
Semiconductor ETF, which we refer to as the Funds, is at or above its Call Value.
The earliest date on which an automatic call may be initiated is July 20, 2027.
Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing a significant
portion or all of their principal amount at maturity.
The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
Minimum denominations of $1,000 and integral multiples thereof
The notes are expected to price on or about July 16, 2026 and are expected to settle on or about July 21, 2026.
CUSIP: 46661CPU4
Investing in the notes involves a number of risks. See Risk Factors beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
Selected Risk Considerations beginning on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See Supplemental Use of Proceeds in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $41.25 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 $913.20 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $900.00 per $1,000 principal amount note. See The Estimated Value of the Notes in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The State Street® Technology Select Sector SPDR® ETF
(Bloomberg ticker: XLK) and the VanEck® Semiconductor ETF
(Bloomberg ticker: SMH)
Call Premium Amount: The Call Premium Amount with respect to each
Review Date is set forth below:
• first Review Date:
at least 17.2500% × $1,000
• second Review Date:
at least 18.6875% × $1,000
third Review Date:
at least 20.1250% × $1,000
• fourth Review Date:
at least 21.5625% × $1,000
• fifth Review Date:
at least 23.0000% × $1,000
• sixth Review Date:
at least 24.4375% × $1,000
• seventh Review Date:
at least 25.8750% × $1,000
• eighth Review Date:
at least 27.3125% × $1,000
• ninth Review Date:
at least 28.7500% × $1,000
• tenth Review Date:
at least 30.1875% × $1,000
• eleventh Review Date:
at least 31.6250% × $1,000
• twelfth Review Date:
at least 33.0625% × $1,000
• thirteenth Review Date:
at least 34.5000% × $1,000
• fourteenth Review Date:
at least 35.9375% × $1,000
• fifteenth Review Date:
at least 37.3750% × $1,000
• sixteenth Review Date:
at least 38.8125% × $1,000
• seventeenth Review Date:
at least 40.2500% × $1,000
eighteenth Review Date:
at least 41.6875% × $1,000
• nineteenth Review Date:
at least 43.1250% × $1,000
• twentieth Review Date:
at least 44.5625% × $1,000
• twenty-first Review Date:
at least 46.0000% × $1,000
• twenty-second Review Date:
at least 47.4375% × $1,000
• twenty-third Review Date:
at least 48.8750% × $1,000
• twenty-fourth Review Date:
at least 50.3125% × $1,000
• twenty-fifth Review Date:
at least 51.7500% × $1,000
• twenty-sixth Review Date:
at least 53.1875% × $1,000
twenty-seventh Review Date:
at least 54.6250% × $1,000
• twenty-eighth Review Date:
at least 56.0625% × $1,000
• twenty-ninth Review Date:
at least 57.5000% × $1,000
• thirtieth Review Date:
at least 58.9375% × $1,000
• thirty-first Review Date:
at least 60.3750% × $1,000
• thirty-second Review Date:
at least 61.8125% × $1,000
• thirty-third Review Date:
at least 63.2500% × $1,000
• thirty-fourth Review Date:
at least 64.6875% × $1,000
• thirty-fifth Review Date:
at least 66.1250% × $1,000
thirty-sixth Review Date:
at least 67.5625% × $1,000
• thirty-seventh Review Date:
at least 69.0000% × $1,000
• thirty-eighth Review Date:
at least 70.4375% × $1,000
• thirty-ninth Review Date:
at least 71.8750% × $1,000
• fortieth Review Date:
at least 73.3125% × $1,000
• forty-first Review Date:
at least 74.7500% × $1,000
• forty-second Review Date:
at least 76.1875% × $1,000
• forty-third Review Date:
at least 77.6250% × $1,000
• forty-fourth Review Date:
at least 79.0625% × $1,000
• forty-fifth Review Date:
at least 80.5000% × $1,000
• forty-sixth Review Date:
at least 81.9375% × $1,000
• forty-seventh Review Date:
at least 83.3750% × $1,000
• forty-eighth Review Date:
at least 84.8125% × $1,000
• final Review Date:
at least 86.2500% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: With respect to each Fund, 100.00% of its Initial Value
Barrier Amount: With respect to each Fund, 60.00% of its Initial
Value
Pricing Date: On or about July 16, 2026
Original Issue Date (Settlement Date): On or about July 21, 2026
Review Dates*: July 20, 2027, August 16, 2027, September 16,
2027, October 18, 2027, November 16, 2027, December 16, 2027,
January 18, 2028, February 16, 2028, March 16, 2028, April 17,
2028, May 16, 2028, June 16, 2028, July 17, 2028, August 16, 2028,
September 18, 2028, October 16, 2028, November 16, 2028,
December 18, 2028, January 16, 2029, February 16, 2029, March 16,
2029, April 16, 2029, May 16, 2029, June 18, 2029, July 16, 2029,
August 16, 2029, September 17, 2029, October 16, 2029, November
16, 2029, December 17, 2029, January 16, 2030, February 19, 2030,
March 18, 2030, April 16, 2030, May 16, 2030, June 17, 2030, July
16, 2030, August 16, 2030, September 16, 2030, October 16, 2030,
November 18, 2030, December 16, 2030, January 16, 2031,
February 18, 2031, March 17, 2031, April 16, 2031, May 16, 2031,
June 16, 2031 and July 16, 2031 (final Review Date)
Call Settlement Dates*: July 23, 2027, August 19, 2027,
September 21, 2027, October 21, 2027, November 19, 2027,
December 21, 2027, January 21, 2028, February 22, 2028,
March 21, 2028, April 20, 2028, May 19, 2028, June 22, 2028,
July 20, 2028, August 21, 2028, September 21, 2028, October
19, 2028, November 21, 2028, December 21, 2028, January 19,
2029, February 22, 2029, March 21, 2029, April 19, 2029, May
21, 2029, June 22, 2029, July 19, 2029, August 21, 2029,
September 20, 2029, October 19, 2029, November 21, 2029,
December 20, 2029, January 22, 2030, February 22, 2030,
March 21, 2030, April 19, 2030, May 21, 2030, June 21, 2030,
July 19, 2030, August 21, 2030, September 19, 2030, October
21, 2030, November 21, 2030, December 19, 2030, January 22,
2031, February 21, 2031, March 20, 2031, April 21, 2031, May
21, 2031, June 20, 2031 and the Maturity Date
Maturity Date*: July 21, 2031
Automatic Call:
If the closing price of one share of each Fund on any Review
Date is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Call
Premium Amount applicable to that Review Date, payable on
the applicable Call Settlement Date. No further payments will be
made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Fund is greater than or equal to its Barrier
Amount, you will receive the principal amount of your notes at
maturity.
If the notes have not been automatically called and the Final
Value of either Fund is less than its Barrier Amount, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Lesser Performing Fund Return)
If the notes have not been automatically called and the Final
Value of either Fund is less than its Barrier Amount, you will lose
more than 40.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Lesser Performing Fund: The Fund with the Lesser
Performing Fund Return
Lesser Performing Fund Return: The lower of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of
one share of that Fund on the Pricing Date
Final Value: With respect to each Fund, the closing price of one
share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to 1.0 on
the Pricing Date. The Share Adjustment Factor of each Fund is
subject to adjustment upon the occurrence of certain events
affecting that Fund. See “The Underlyings — Funds Anti-
Dilution Adjustments” in the accompanying product supplement
for further information.
* Subject to postponement in the event of a market disruption
event and as described under “General Terms of Notes —
Postponement of a Determination Date Notes Linked to
Multiple Underlyings” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product
supplement or early acceleration in the event of an acceleration
event as described under “General Terms of Notes —
Consequences of an Acceleration Event” in the accompanying
product supplement and “Selected Risk Considerations — Risks
Relating to the Notes Generally We May Accelerate Your
Notes If an Acceleration Event Occurs” in this pricing
supplement
PS-2 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
How the Notes Work
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date.
No further payments will be made on the notes.
Review Dates Preceding the Final Review Date
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Call Value.
The closing price of one
share of either Fund is
less than its Call Value.
Call
Value
Compare the closing price of one share of each Fund to its Call Value on each Review Date until any earlier automatic call.
The notes will not be automatically called. Proceed to the next Review Date, if any.
No Automatic Call
Review Dates
You will receive the principal amount
of your notes.
The notes have not
been automatically
called. Proceed to the
payment at maturity
Final Review Date Payment at Maturity
You will receive:
$1,000 + ($1,000 ×Lesser Performing
Fund Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of each Fund is greater than or
equal to its Barrier Amount.
The Final Value of either Fund is less than its
Barrier Amount.
PS-3 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
Call Premium Amount
The table below illustrates the hypothetical Call Premium Amount per $1,000 principal amount note for each Review Date based on the
minimum Call Premium Amounts set forth under Key Terms Call Premium Amount above. The actual Call Premium Amounts will
be provided in the pricing supplement and will not be less than the minimum Call Premium Amounts set forth under Key Terms Call
Premium Amount.
Review Date
Call Premium Amount
First
$172.500
Second
$186.875
Third
$201.250
Fourth
$215.625
Fifth
$230.000
Sixth
$244.375
Seventh
$258.750
Eighth
$273.125
Ninth
$287.500
Tenth
$301.875
Eleventh
$316.250
Twelfth
$330.625
Thirteenth
$345.000
Fourteenth
$359.375
Fifteenth
$373.750
Sixteenth
$388.125
Seventeenth
$402.500
Eighteenth
$416.875
Nineteenth
$431.250
Twentieth
$445.625
Twenty-First
$460.000
Twenty-Second
$474.375
Twenty-Third
$488.750
Twenty-Fourth
$503.125
Twenty-Fifth
$517.500
Twenty-Sixth
$531.875
Twenty-Seventh
$546.250
Twenty-Eighth
$560.625
Twenty-Ninth
$575.000
Thirtieth
$589.375
Thirty-First
$603.750
Thirty-Second
$618.125
Thirty-Third
$632.500
Thirty-Fourth
$646.875
Thirty-Fifth
$661.250
Thirty-Sixth
$675.625
Thirty-Seventh
$690.000
Thirty-Eighth
$704.375
Thirty-Ninth
$718.750
Fortieth
$733.125
Forty-First
$747.500
Forty-Second
$761.875
Forty-Third
$776.250
Forty-Fourth
$790.625
Forty-Fifth
$805.000
Forty-Sixth
$819.375
Forty-Seventh
$833.750
Forty-Eighth
$848.125
Final
$862.500
PS-4 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Funds, assuming a range of performances for the
hypothetical Lesser Performing Fund on the Review Dates. Solely for purposes of this section, the Lesser Performing Fund with
respect to each Review Date is the lesser performing of the Funds determined based on the closing price of one share of each
Fund on that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
an Initial Value for each Fund of $100.00;
a Call Value for each Fund of $100.00 (equal to 100.00% of its hypothetical Initial Value);
a Barrier Amount for each Fund of $60.00 (equal to 60.00% of its hypothetical Initial Value); and
the Call Premium Amounts are equal to the minimum Call Premium Amounts set forth under Key Terms Call Premium Amount
above.
The hypothetical Initial Value of each Fund of $100.00 has been chosen for illustrative purposes only and may not represent a likely
actual Initial Value of either Fund. The actual Initial Value of each Fund will be the closing price of one share of that Fund on the
Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing prices of one share of each
Fund, please see the historical information set forth under The Funds in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 Notes are automatically called on the first Review Date.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$105.00
Notes are automatically called
Total Payment
$1,172.50 (17.25% return)
Because the closing price of one share of each Fund on the first Review Date is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,172.50 (or $1,000 plus the Call Premium Amount
applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Example 2 Notes are automatically called on the final Review Date.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Forty-
Eighth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$200.00
Notes are automatically called
Total Payment
$1,862.50 (86.25% return)
Because the closing price of one share of each Fund on the final Review Date is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,862.50 (or $1,000 plus the Call Premium Amount
applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
PS-5 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
Example 3 Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is greater than or
equal to its Barrier Amount.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Forty-
Eighth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$80.00
Notes NOT automatically called; Final Value of Lesser
Performing Fund is greater than or equal to Barrier Amount
Total Payment
$1,000.00 (0.00% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Fund is greater than or equal to its
Barrier Amount, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
Example 4 Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is less than its
Barrier Amount.
Date
Closing Price of One Share of
Lesser Performing Fund
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$70.00
Notes NOT automatically called
Third through Forty-
Eighth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$40.00
Notes NOT automatically called; Final Value of Lesser
Performing Fund is less than Barrier Amount
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value of the Lesser Performing Fund is less than its Barrier Amount
and the Lesser Performing Fund Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note,
calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the Risk Factors sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of either
Fund is less than its Barrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Lesser Performing Fund is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 40.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.
Investors are dependent on our and JPMorgan Chase & Co.s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
PS-6 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.
THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of either Fund, which may be significant. You will not participate in any appreciation of either Fund.
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by either of the Funds over the term of the notes may result in the notes not being
automatically called on a Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by
positive performance by the other Fund.
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE
If the Final Value of either Fund is less than its Barrier Amount and the notes have not been automatically called, the benefit
provided by the Barrier Amount will terminate and you will be fully exposed to any depreciation of the Lesser Performing Fund.
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
THE NOTES DO NOT PAY INTEREST.
YOU WILL NOT RECEIVE DIVIDENDS ON EITHER FUND OR THE SECURITIES HELD BY EITHER FUND OR HAVE ANY
RIGHTS WITH RESPECT TO EITHER FUND OR THOSE SECURITIES.
THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF
THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see “The Underlyings — Funds Discontinuation or Modification of a Fund” in the accompanying product
supplement for more information.
LACK OF LIQUIDITY
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
PS-7 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Call Premium Amounts.
Risks Relating to Conflicts of Interest
POTENTIAL CONFLICTS
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to Risk Factors Risks Relating to Conflicts of Interest in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our
obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See The
Estimated Value of the Notes in this pricing supplement.
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS ESTIMATES
See The Estimated Value of the Notes in this pricing supplement.
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See The Estimated Value of the Notes in this pricing supplement.
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See Secondary Market Prices of the Notes in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, estimated hedging
costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue
price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market
transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged
PS-8 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic
platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the prices of one share of the Funds. Additionally, independent pricing vendors and/or third party broker-dealers may
publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or
lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See Risk
Factors Risks Relating to the Estimated Value and Secondary Market Prices of the Notes Secondary market prices of the
notes will be impacted by many economic and market factors in the accompanying product supplement.
Risks Relating to the Funds
THERE ARE RISKS ASSOCIATED WITH THE FUNDS
The Funds are subject to management risk, which is the risk that the investment strategies of the applicable Fund’s investment
adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These
constraints could adversely affect the market prices of the shares of the Funds and, consequently, the value of the notes.
THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE
Each Fund does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and may hold securities
different from those included in its Underlying Index. In addition, the performance of each Fund will reflect additional transaction
costs and fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation
between the performance of each Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying a Fund (such as mergers and spin-offs) may impact the variance between the performances of that Fund and its
Underlying Index. Finally, because the shares of each Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of
a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to
buy and sell shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary substantially
from the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may not correlate
with the performance of its Underlying Index as well as the net asset value per share of that Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.
RISKS ASSOCIATED WITH THE TECHNOLOGY SECTOR WITH RESPECT TO THE STATE STREET® TECHNOLOGY
SELECT SECTOR SPDR® ETF
All or substantially all of the equity securities held by the State Street® Technology Select Sector SPDR® ETF are issued by
companies whose primary line of business is directly associated with the technology sector. 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 this
sector than a different investment linked to securities of a more broadly diversified group of issuers. The value of stocks of
technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology
product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally,
including competition from foreign competitors with lower production costs. Stocks of technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market.
Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may
adversely affect profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes
in growth rates and competition for the services of qualified personnel. These factors could affect the technology sector and could
affect the value of the equity securities held by the State Street® Technology Select Sector SPDR® ETF and the price of the State
Street® Technology Select Sector SPDR® ETF during the term of the notes, which may adversely affect the value of your notes.
PS-9 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
RISKS ASSOCIATED WITH THE SEMICONDUCTOR INDUSTRY WITH RESPECT TO THE VANECK® SEMICONDUCTOR ETF
All or substantially all of the equity securities held by the VanEck® Semiconductor ETF are issued by companies whose primary
line of business is directly associated with the semiconductor industry. 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 this industry than a
different investment linked to securities of a more broadly diversified group of issuers. Competitive pressures may have a
significant effect on the financial condition of companies in the semiconductor industry. As product cycles shorten and
manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing, which hampers
profitability. Semiconductor companies are vulnerable to wide fluctuations in securities prices due to rapid product obsolescence.
Many semiconductor companies may not successfully introduce new products, develop and maintain a loyal customer base or
achieve general market acceptance for their products, and failure to do so could have a material adverse effect on their business,
results of operations and financial condition. Reduced demand for end-user products, underutilization of manufacturing capacity,
and other factors could adversely impact the operating results of companies in the semiconductor industry. Semiconductor
companies typically face high capital costs and these companies may need additional financing, which may be difficult to obtain.
They also may be subject to risks relating to research and development costs and the availability and price of components.
Moreover, they may be heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of
those rights. Some of the companies involved in the semiconductor sector are also engaged in other lines of business unrelated to
the semiconductor business, and they may experience problems with these lines of business, which could adversely affect their
operating results. The international operations of many semiconductor companies expose them to risks associated with instability
and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations, tariffs and trade
disputes, competition from subsidized foreign competitors with lower production costs and other risks inherent to international
business. The semiconductor industry is highly cyclical, which may cause the operating results of many semiconductor companies
to vary significantly. Companies in the semiconductor industry also may be subject to competition from new market entrants. The
stock prices of companies in the semiconductor industry have been and will likely continue to be extremely volatile compared to the
overall market. These factors could affect the semiconductor industry and could affect the value of the equity securities held by the
VanEck® Semiconductor ETF and the price of the VanEck® Semiconductor ETF during the term of the notes, which may adversely
affect the value of your notes.
NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK® SEMICONDUCTOR ETF
Some of the equity securities held by the VanEck® Semiconductor ETF have been issued by non-U.S. companies. Investments in
securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of
those non-U.S. equity securities.
THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
PS-10 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
The Funds
The State Street® Technology Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a registered
investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield
performance of publicly traded equity securities of companies in the Technology Select Sector Index, which we refer to as the
Underlying Index with respect to the State Street® Technology Select Sector SPDR® ETF. The Technology Select Sector Index is a
capped modified market capitalization-weighted index that measures the performance of the GICS® information technology sector of
the S&P 500® Index, which currently includes companies in the following industries: IT services; software; communications equipment;
technology hardware, storage and peripherals; electronic equipment, instruments and components; and semiconductors and
semiconductor equipment. For additional information about the State Street® Technology Select Sector SPDR® ETF, see “Fund
Descriptions The State Street® Select Sector SPDR® ETFs” in the accompanying underlying supplement.
The VanEck® Semiconductor ETF is an exchange-traded fund of VanEck® ETF Trust, a registered investment company, that seeks to
replicate as closely as possible, before fees and expenses, the price and yield performance of the MVIS® US Listed Semiconductor 25
Index, which we refer to as the Underlying Index with respect to the VanEck® Semiconductor ETF. The MVIS® US Listed
Semiconductor 25 Index is designed to track the performance of the largest and most liquid U.S. exchange-listed companies in the
semiconductor industry, which only includes companies that derive at least 50% (25% for current components) of their revenues from
the semiconductor segment. For additional information about the VanEck® Semiconductor ETF, see “Fund Descriptions — The
VanEck® ETFs” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through July 2, 2026. The closing price of one share of the State Street® Technology Select Sector
SPDR® ETF on July 7, 2026 was $179.18. The closing price of one share of the VanEck® Semiconductor ETF on July 7, 2026 was
$581.45. We obtained the closing prices above and below from the Bloomberg Professional® service (Bloomberg), without
independent verification. The closing prices above and below may have been adjusted by Bloomberg for actions taken by the Funds,
such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of either Fund on the Pricing Date or any Review Date. There can be no assurance
that the performance of the Funds will result in the return of any of your principal amount.
PS-11 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. The
following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk &
Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “United States Federal Taxation Tax
Consequences to U.S. Holders Program Securities Treated as Prepaid Financial Contracts That are Open Transactions” in the
accompanying prospectus supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-
term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates,
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the
tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented
by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (Section 871(m)) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an Underlying Security). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
PS-12 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
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, the estimated cost of hedging our obligations under the notes and the fees, if
any, paid for third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be
influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in
a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or
unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See Selected Risk Considerations
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes The Estimated Value of the Notes Will Be Lower
Than the Original Issue Price (Price to Public) of the Notes in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see Risk Factors Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes Secondary market prices of the notes will be impacted by many
economic and market factors in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See Selected Risk Considerations
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period in this pricing supplement.
PS-13 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street®
Technology Select Sector SPDR® ETF and the VanEck® Semiconductor
ETF
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See How the Notes Work and Hypothetical Payout Examples in this pricing supplement for an illustration of the risk-return
profile of the notes and The Funds in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.