JPMorgan offers 13% AMD-linked auto-callable notes

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto callable yield notes linked to the common stock of Advanced Micro Devices, Inc. (AMD), maturing on August 30, 2029.

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering auto callable yield notes linked to the common stock of Advanced Micro Devices, Inc. (AMD), maturing on August 30, 2029. The notes pay an interest rate of at least 13.00% per annum, or at least 3.25% per quarter, as long as they remain outstanding and are not automatically called.

The notes are automatically called, and principal repaid early, if on any Review Date from March 1, 2027 through August 27, 2029 (excluding the final Review Date for early call) the AMD share closing price is greater than or equal to the Initial Value. If held to maturity and not called, investors receive full principal plus the final interest payment if the Final Value is at least the Trigger Value, set at 50.00% of the Initial Value.

If the notes are not automatically called and AMD’s Final Value is below the Trigger Value, the maturity payment is reduced by the same percentage decline as AMD’s price, plus the final interest payment, and investors can lose more than 50% and up to all of principal. Minimum denomination is $1,000, and the notes are unsecured, unsubordinated obligations subject to the credit risk of both JPMorgan Financial and JPMorgan Chase & Co. An indicative estimated value is about $950 per $1,000 note, and will not be less than $930 per $1,000 at pricing.

Key Figures

Interest Rate: At least 13.00% per annum Quarterly Interest Payment: At least $32.50 per $1,000 principal amount note Trigger Value: 50.00% of the Initial Value +5 more

8 metrics

Interest Rate At least 13.00% per annum Coupon on notes, payable at a rate of at least 3.25% per quarter

Quarterly Interest Payment At least $32.50 per $1,000 principal amount note Interest Payment per quarter if notes are outstanding and not called

Trigger Value 50.00% of the Initial Value Level of AMD Final Value below which principal is reduced at maturity

Maximum total interest at 13.00% per annum $390.00 per $1,000 principal amount note Hypothetical total interest over 12 payments if no automatic call

Estimated value indication Approximately $950.00 per $1,000 principal amount note Illustrative estimated value if priced on August 12, 2026

Minimum estimated value at pricing $930.00 per $1,000 principal amount note Lower bound on estimated value to be provided in final pricing

AMD closing price $474.32 Closing price of one share of AMD on August 11, 2026

Maximum selling commission $25.00 per $1,000 principal amount note Cap on selling commissions for notes sold to brokerage accounts

Key Terms

Trigger Value, automatic call, Stock Adjustment Factor, Acceleration Event, +1 more

5 terms

Trigger Value financial

"Trigger Value: 50.00% of the Initial Value"

A trigger value is a pre-set threshold—usually a specific price, ratio, or metric—that, once reached, automatically prompts a defined action such as a trade, disclosure, margin call, or regulatory response. Think of it like a thermostat setting or tripwire: when the reading crosses the line, a predetermined step happens to manage risk or enforce rules. Investors care because trigger values can cause sudden buying or selling and change a stock’s short-term supply, demand, or obligations.

automatic call financial

"The notes will be automatically called if the closing price"

An automatic call is a feature of certain bonds or structured notes that forces the issuer to repay the investment early if a preset condition—usually the price of a stock or index—meets or exceeds a set level on a review date. For investors it matters because it can end the investment sooner than expected, locking in a defined payout but also creating reinvestment risk and changing the timing of returns much like an appliance that turns itself off when it reaches a set temperature.

Stock Adjustment Factor financial

"The Stock Adjustment Factor is referenced in determining the closing"

Acceleration Event financial

"we may accelerate your notes if an acceleration event occurs"

Section 871(m) regulatory

"Section 871(m) of the Code and Treasury regulations promulgated"

A U.S. tax rule that treats certain payments from financial contracts (like options, swaps, and other instruments that mimic stock dividends) to non-U.S. investors as if they were direct dividends, requiring U.S. withholding tax. It matters to investors because it can reduce net returns on offshore trades that replicate U.S. equity income and may change pricing or counterparty behavior—think of it as a hidden sales tax that applies when a substitute payment acts like a dividend.

Offering Details

shelf

Offering

Offering Type shelf

Securities Offered Auto Callable Yield Notes linked to the common stock of Advanced Micro Devices, Inc., due August 30, 2029

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is JPM (JPMorgan) offering in this 424B2 structured note linked to AMD?

JPMorgan is offering Auto Callable Yield Notes linked to AMD common stock, maturing on August 30, 2029. The notes pay at least 13.00% annual interest, subject to automatic call and the performance of AMD shares relative to specified levels.

How do investors in JPM’s AMD-linked notes earn the stated interest?

Investors receive interest at a rate of at least 13.00% per annum, paid quarterly at at least 3.25%, while the notes are outstanding. Interest is paid on scheduled Interest Payment Dates until the notes are automatically called or reach maturity, regardless of interim AMD price moves.

When are the JPM Auto Callable Yield Notes automatically called?

The notes are automatically called if, on any Review Date before the final one, AMD’s closing price is at least the Initial Value. On a call, holders receive $1,000 per note plus the applicable interest payment on the corresponding Call Settlement Date, and no further payments are made.

How can investors in JPM’s AMD-linked notes lose principal at maturity?

If the notes are not called and AMD’s Final Value is below the Trigger Value of 50.00% of the Initial Value, the maturity payment is $1,000 + ($1,000 × Stock Return). Investors then lose 1% of principal for each 1% AMD declines from the Initial Value, plus prior interest effects.

What is the estimated value of JPM’s AMD-linked Auto Callable Yield Notes?

If priced on August 12, 2026, the estimated value would be about $950 per $1,000 note. The actual estimated value, set on the Pricing Date, will not be less than $930 per $1,000 note, reflecting internal funding and derivative valuation assumptions.

What role does AMD’s stock price play in JPM’s structured notes?

AMD’s common stock is the Reference Stock. Its closing price on designated Review Dates determines whether the notes are automatically called, and its Final Value versus the Trigger Value and Initial Value drives whether principal is fully repaid or reduced at maturity.

What are key liquidity and credit risks of the JPM AMD-linked notes?

The notes are unsecured, unsubordinated obligations of JPMorgan Financial, guaranteed by JPMorgan Chase & Co., and will not be listed on any exchange. Secondary market prices may be lower than the $1,000 issue price and depend on JPMorgan’s credit, AMD’s price and market conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 06:02 AM Accepted by SEC EDGAR 08/17/2026 - 06:09 PM Learn about SEC filing dates

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 August 12, 2026*
August , 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, the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Yield Notes Linked to the Common
Stock of Advanced Micro Devices, Inc. due August 30,
2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security with the
same maturity issued by us. The notes will pay at least 13.00% per annum interest over the term of the notes, assuming no
automatic call, payable at a rate of at least 3.25% per quarter.
● The notes will be automatically called if the closing price of one share of the Reference Stock on any Review Date (other
than the final Review Date) is greater than or equal to the Initial Value.
● The earliest date on which an automatic call may be initiated is March 1, 2027.
● Investors should be willing to accept the risk of losing some or all of their principal and be willing to forgo dividend payments,
in exchange for Interest Payments.
● The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
● Minimum denominations of $1,000 and integral multiples thereof
● The notes are expected to price on or about August 27, 2026 and are expected to settle on or about August 31, 2026.
● CUSIP: 46661KKE7
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-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of
the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)(2)
Fees and Commissions (2)(3)
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) With respect to notes sold to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment
adviser, the price to the public will not be lower than $975.00 per $1,000 principal amount note. J.P. Morgan Securities LLC, which we refer to
as JPMS, and these broker-dealers will forgo any selling commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)”
in the accompanying product supplement.
(3) With respect to notes sold to brokerage accounts, 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 $25.00 per $1,000 principal
amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $950.00 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement and
will not be less than $930.00 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.
* This preliminary pricing supplement amends and restates and supersedes the original preliminary pricing supplement related hereto
dated August 11, 2026 to product supplement no. 3-I in its entirety (the original preliminary pricing supplement is available on the
SEC website at https://www.sec.gov/Archives/edgar/data/19617/000121390026087894/ea0301668-01_424b2.htm).

PS-1| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: The common stock of Advanced Micro
Devices, Inc., par value $0.01 per share (Bloomberg ticker:
AMD). We refer to Advanced Micro Devices, Inc. as
“Advanced Micro Devices”.
Interest Payments: If the notes have not been
automatically called, you will receive on each Interest
Payment Date for each $1,000 principal amount note an
Interest Payment equal to at least $32.50 (equivalent to an
Interest Rate of at least 13.00% per annum, payable at a
rate of at least 3.25% per quarter) (to be provided in the
pricing supplement).
Interest Rate: At least 13.00% per annum, payable at a rate
of at least 3.25% per quarter (to be provided in the pricing
supplement)
Trigger Value: 50.00% of the Initial Value
Pricing Date: On or about August 27, 2026
Original Issue Date (Settlement Date): On or about August
31, 2026
Review Dates*: March 1, 2027, May 27, 2027, August 27,
2027, November 29, 2027, February 28, 2028, May 30,
2028, August 28, 2028, November 27, 2028, February 27,
2029, May 29, 2029 and August 27, 2029 (final Review
Date)
Interest Payment Dates*: December 2, 2026, March 4,
2027, June 2, 2027, September 1, 2027, December 2, 2027,
March 2, 2028, June 2, 2028, August 31, 2028, November
30, 2028, March 2, 2029, June 1, 2029 and the Maturity
Date
Maturity Date*: August 30, 2029
Call Settlement Date*: If the notes are automatically called
on any Review Date (other than the final Review Date), the
first Interest Payment Date immediately following that
Review Date
* Subject to postponement in the event of a market disruption event
as described under “General Terms of Notes — Postponement of a
Determination Date — Notes Linked to a Single Underlying —
Notes Linked to a Single Underlying (Other Than a Commodity
Index)” and “General Terms of Notes — Postponement of a
Payment Date” in the accompanying product supplement 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 — We May
Accelerate Your Notes If an Acceleration Event Occurs” in
this pricing supplement
Automatic Call:
If the closing price of one share of the Reference Stock on
any Review Date (other than the final Review Date) is
greater than or equal to the Initial Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Interest Payment for the Interest Payment Date occurring
on the applicable Call Settlement Date, payable on that 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 is greater than or equal to the Trigger Value, you will
receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Interest Payment applicable to the Maturity Date.
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, your payment at
maturity per $1,000 principal amount note, in addition to the
Interest Payment applicable to the Maturity Date, will be
calculated as follows:
$1,000 + ($1,000 × Stock Return)
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, you will lose more than
50.00% of your principal amount at maturity and could lose
all of your principal amount at maturity.
Stock Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing price of one share of the
Reference Stock on the Pricing Date
Final Value: The closing price of one share of the
Reference Stock on the final Review Date
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing price of one share of
the Reference Stock and is set equal to 1.0 on the Pricing
Date. The Stock Adjustment Factor is subject to adjustment
upon the occurrence of certain corporate events affecting
the Reference Stock. See “The Underlyings — Reference
Stocks — Anti-Dilution Adjustments” and “The Underlyings
— Reference Stocks — Reorganization Events” in the
accompanying product supplement for further information.

PS-2| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
How the Notes Work
Payments in Connection with Review Dates Preceding the Final Review Date
Review Dates Preceding the Final Review Date
Initial
Value
Compare the closing price of one share of the Reference Stock to the Initial Value on each Review Date until the
final Review Date or any earlier automatic call.
The closing price of
one share of the
Reference Stock is
greater than or
equal to the Initial
Value.
Automatic Call
The notes will be automatically called on the applicable Call Settlement Date and you
will receive (a) $1,000 plus (b) the Interest Payment for the Interest Payment Date
occurring on that Call Settlement Date.
No further payments will be made on the notes.
The closing price of
one share of the
Reference Stock is
less than the Initial
Value.
No Automatic Call
The notes will not be automatically called. You will receive an Interest Payment on the
immediately following Interest Payment Date.
Proceed to the next Review Date.
Payment at Maturity If the Notes Have Not Been Automatically Called
Review Dates
Preceding the Final
Review Date
Final Review Date
Payment at Maturity
The notes are not
automatically called.
The Final Value is greater than or equal to
the Trigger Value.
You will receive (a) $1,000 plus (b) the
Interest Payment applicable to the
Maturity Date.
Proceed to maturity
The Final Value is less than the Trigger
Value.
You will receive, in addition to the Interest
Payment applicable to the Maturity Date:
$1,000 + ($1,000 x Stock Return)
Under these circumstances, you will lose
some or all of your principal amount at
maturity.

PS-3| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
Total Interest Payments
The table below illustrates the hypothetical total Interest Payments per $1,000 principal amount note over the term of the notes based
on a hypothetical Interest Rate of 13.00% per annum, depending on how many Interest Payments are made prior to automatic call or
maturity. If the notes have not been automatically called, the hypothetical total Interest Payments per $1,000 principal amount note over
the term of the notes will be equal to the maximum amount shown in the table below. The actual Interest Rate will be provided in the
pricing supplement and will be at least 13.00% per annum.
Number of Interest
Payments
Total Interest Payments
12
$390.00
11
$357.50
10
$325.00
9
$292.50
8
$260.00
7
$227.50
6
$195.00
5
$162.50
4
$130.00
3
$97.50
2
$65.00
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to a hypothetical Reference Stock, assuming a range of performances
for the hypothetical Reference Stock on the Review Dates.
The hypothetical payments set forth below assume the following:
● the notes were sold solely to brokerage accounts;
● an Initial Value of $100.00;
● a Trigger Value of $50.00 (equal to 50.00% of the hypothetical Initial Value); and
● an Interest Rate of 13.00% per annum (payable at a rate of 3.25% per quarter).
The hypothetical Initial Value of $100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial
Value.
The actual Initial Value will be the closing price of one share of the Reference Stock on the Pricing Date and will be provided in the
pricing supplement. For historical data regarding the actual closing prices of one share of the Reference Stock, please see the historical
information set forth under “The Reference Stock” 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
First Review Date
$101.00
Notes are automatically called
Total Payment
$1,065.00 (6.50% return)
Because the closing price of one share of the Reference Stock on the first Review Date is greater than or equal to the Initial Value, the
notes will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,032.50 (or $1,000 plus the Interest
Payment applicable to the corresponding Interest Payment Date), payable on the applicable Call Settlement Date. When added to the
Interest Payment received with respect to the prior Interest Payment Date, the total amount paid, for each $1,000 principal amount
note, is $1,065.00. No further payments will be made on the notes.

PS-4| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
Example 2 — Notes have NOT been automatically called and the Final Value is greater than or equal to the
Trigger Value.
Date
Closing Price
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$95.00
Notes NOT automatically called
Third through Tenth
Review Dates
Less than Initial Value
Notes NOT automatically called
Final Review Date
$90.00
Notes NOT automatically called
Total Payment
$1,390.00 (39.00% return)
Because the notes have not been automatically called and the Final Value is greater than or equal to the Trigger Value, the payment at
maturity, for each $1,000 principal amount note, will be $1,032.50 (or $1,000 plus the Interest Payment applicable to the Maturity Date).
When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000
principal amount note, is $1,390.00.
Example 3 — Notes have NOT been automatically called and the Final Value is less than the Trigger Value.
Date
Closing Price
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$80.00
Notes NOT automatically called
Third through Tenth
Review Dates
Less than Initial Value
Notes NOT automatically called
Final Review Date
$40.00
Notes NOT automatically called
Total Payment
$790.00 (-21.00% return)
Because the notes have not been automatically called, the Final Value is less than the Trigger Value and the Stock Return is -60.00%,
the payment at maturity will be $432.50 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] + $32.50 = $432.50
When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000
principal amount note, is $790.00.
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 is less than
the Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial
Value. Accordingly, under these circumstances, you will lose more than 50.00% 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-5| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
● 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 THE SUM OF THE INTEREST PAYMENTS PAID OVER
THE TERM OF THE NOTES,
regardless of any appreciation of the Reference Stock, which may be significant. You will not participate in any appreciation of the
Reference Stock.
● THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value is less than the Trigger Value and the notes have not been automatically called, the benefit provided by the
Trigger Value will terminate and you will be fully exposed to any depreciation of the Reference Stock.
● THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately six months and you will
not receive any Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able to
reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
● YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE
REFERENCE STOCK.
● THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE REFERENCE STOCK FALLING BELOW THE TRIGGER
VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THE REFERENCE STOCK 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 Reference Stock is no longer listed or admitted to
trading on its relevant exchange and the calculation agent determines, in its sole discretion, that no Replacement Reference Stock
(as defined in the accompanying product supplement) 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 —
Reference Stocks — Delisting of a Reference Stock or Nationalization of a Reference Stock Issuer" 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.
● 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
Interest Rate.
Risks Relating to Conflicts of Interest
● POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
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, if any, 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.

PS-6| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
● 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, if any, 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
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, if any, projected hedging profits, if any, estimated
hedging costs and the price of one share of the Reference Stock. 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 Reference Stock
● NO AFFILIATION WITH THE REFERENCE STOCK ISSUER —
We have not independently verified any of the information about the Reference Stock issuer contained in this pricing supplement.
You should undertake your own investigation into the Reference Stock and its issuer. We are not responsible for the Reference
Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.
● THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect the Reference Stock. The calculation
agent may make adjustments in response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.

PS-7| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
The Reference Stock
All information contained herein on the Reference Stock and on Advanced Micro Devices is derived from publicly available sources,
without independent verification. According to its publicly available filings with the SEC, Advanced Micro Devices, Inc. is a
semiconductor company, primarily offering server microprocessors (CPUs), graphics processing units (GPUs), accelerated processing
units (APUs), data processing units, Field Programmable Gate Arrays (FPGAs), Smart Network Interface Cards (SmartNICs), Artificial
Intelligence (AI) accelerators and Adaptive System-on-Chip (SoC) products for data centers; CPUs, APUs and chipsets for desktop,
notebook and handheld personal computers; discrete GPUs and semi-custom SoC products and development services; and embedded
CPUs, GPUs, APUs, FPGAs, Systems on Modules (SOMs) and Adaptive SoC products. From time to time, Advanced Micro Devices,
Inc. may also sell or license portions of its intellectual property portfolio. The common stock of Advanced Micro Devices, par value
$0.01 per share (Bloomberg ticker: AMD), is registered under the Securities Exchange Act of 1934, as amended, which we refer to as
the Exchange Act, and is listed on The Nasdaq Stock Market, which we refer to as the relevant exchange for purposes of Advanced
Micro Devices in the accompanying product supplement. Information provided to or filed with the SEC by Advanced Micro Devices
pursuant to the Exchange Act can be located by reference to the SEC file number 001-07882, and can be accessed through
www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete.
Historical Information
The following graph sets forth the historical performance of the Reference Stock based on the weekly historical closing prices of one
share of the Reference Stock from January 8, 2021 through August 7, 2026. The closing price of one share of the Reference Stock on
August 11, 2026 was $474.32. 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
corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.
The historical closing prices of one share of the Reference Stock should not be taken as an indication of future performance, and no
assurance can be given as to the closing price of one share of the Reference Stock on the Pricing Date or any Review Date. There can
be no assurance that the performance of the Reference Stock will result in the return of any of your principal amount.
Historical Performance of Advanced Micro Devices, Inc.
Source: Bloomberg
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. Except
as described below, the discussions therein and below apply to you only if you purchase the notes at the stated principal amount of
$1,000 per note. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in
determining our reporting responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each comprising: (x)
a cash-settled Put Option written by you that is terminated if an automatic call occurs and that, if not terminated, in circumstances
where the payment due at maturity is less than $1,000 (excluding accrued but unpaid interest), requires you to pay us an amount equal
to that difference and (y) a Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option,
as more fully described in “United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as
Units Each Comprising a Put Option and a Deposit” in the accompanying prospectus supplement. By purchasing the notes, you agree
(in the absence of an administrative determination or judicial ruling to the contrary) to follow this treatment as well as our determination
of the Deposit’s “issue price” (as described more fully below) and the allocation described in the following paragraph. However, there

PS-8| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the
notes could be materially 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 on a number of
issues, the most relevant of which for investors in the notes are the character of income or loss (including whether the Put Premium
might be currently included as ordinary income) and the degree, if any, to which income realized by non-U.S. investors should be
subject to withholding tax. While it is not clear whether the notes would be viewed as similar to the typical prepaid forward contract
described in the notice, it is possible that 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.
In determining our reporting responsibilities, we intend to treat the Deposit for U.S. federal income tax purposes as having an “issue
price” equal to the stated principal amount of the notes. If the IRS were to challenge this determination, the Deposit could be treated as
issued with original issue discount (“OID”) for U.S. federal income tax purposes, in which case you might be required to accrue the OID
as interest income prior to receipt of the corresponding cash, regardless of your method of tax accounting. We will determine the
portion of each Interest Payment on the notes that we will allocate to interest on the Deposit and to Put Premium, respectively, and will
provide that allocation in the pricing supplement for the notes. If the notes had priced on August 12, 2026, we would have allocated
approximately 33.04% of each Interest Payment to interest on the Deposit and the remainder to Put Premium. The actual allocation
that we will determine for the notes may differ from this hypothetical allocation, and will depend upon a variety of factors, including
actual market conditions and our borrowing costs for debt instruments of comparable maturities on the Pricing Date. Assuming that the
treatment of the notes as units each comprising a Put Option and a Deposit is respected, amounts treated as interest on the Deposit
will be taxed as ordinary income, while the Put Premium will not be taken into account prior to sale or settlement, including a settlement
following an automatic call.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this
determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter
into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application of
Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The discussions above and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to
special tax accounting rules under Section 451(b) of the Code. You should consult your tax adviser regarding all aspects of the U.S.
federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by
the 2007 notice. Purchasers who are not initial purchasers of notes at the issue price (as described above) should also consult their tax
advisers with respect to the tax consequences of an investment in the notes, including possible alternative treatments, as well as the
allocation of the purchase price of the notes between the Deposit and the Put Option and the potential application of the “market
discount” rules to the Deposit.
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.

PS-9| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
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, if
any, 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 sold to brokerage accounts 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, if any,
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.
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 Reference Stock” 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, if any, 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.
Supplemental Plan of Distribution
With respect to notes sold to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment
adviser, the price to the public will not be lower than $975.00 per $1,000 principal amount note. JPMS and these broker-dealers will
forgo any selling commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product
supplement.
With respect to notes sold to brokerage accounts, 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 $25.00 per $1,000
principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

PS-10| Structured Investments
Auto Callable Yield Notes Linked to the Common Stock of Advanced Micro
Devices, Inc.
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. 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. This preliminary pricing supplement amends and restates and supersedes the
original preliminary pricing supplement related hereto dated August 11, 2026 in its entirety. You should not rely on the
original preliminary pricing supplement related hereto dated August 11, 2026 in making your decision to invest in the notes.
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
● 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.