JPMorgan issues callable contingent-interest notes linked to NIO, SOFI, OSCR

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering callable Contingent Interest Notes due May 26, 2028, fully guaranteed by JPMorgan Chase & Co. The notes pay monthly contingent interest only if each Reference Stock (NIO ADSs, SoFi common, Oscar class A) is at or above an Interest Barrier of 50.00% of its Initial Value on each Review Date. The Contingent Interest Rate will be at least 29.65% per annum (at least $24.7083 per $1,000 per month). The notes may be redeemed early at issuer option starting November 27, 2026. Pricing is expected on or about May 21, 2026 with settlement on or about May 27, 2026. The pricing supplement shows an estimated value of approximately $880.70 per $1,000 and a stated minimum estimated value of $850.00 per $1,000; the original issue price will exceed the estimated value and may include selling commissions up to $27.00 per $1,000. The payment at maturity is linked to the Least Performing Reference Stock and can result in substantial loss of principal, including loss of more than 50.00% or all principal if the Least Performing Stock Return is sufficiently negative.

Insights

Structured Products Strategist

High coupon conditional notes with principal risk tied to the least-performing underlying.

The notes offer a contingent coupon with a stated minimum nominal annual rate of 29.65%, payable monthly as $24.7083 per $1,000 when all three Reference Stocks meet the 50.00% Interest Barrier on a Review Date. Payments accrue only when the condition is met; unpaid contingent payments are payable later only if a subsequent Review Date satisfies the barrier.

Key dependencies include the individual performance of NIO ADSs, SOFI, and OSCR, the issuers call decision (earliest call November 27, 2026), and JPMorgan creditworthiness. Secondary market liquidity and the internal funding rate materially influence tradability and quoted values.

Fixed-Income Legal/Tax Analyst

Product carries issuer and guarantor credit risk and uncertain U.S. tax treatment for contingent payments.

The notes are unsecured obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Tax treatment is expected to treat the notes as prepaid forward contracts with associated contingent coupons, and contingent interest is expected to be ordinary income; Section 871(m) and withholding outcomes are discussed as potentially applicable.

Investors should note the filing's statement that withholding may occur for Non-U.S. Holders and consult tax counsel. The pricing supplement emphasizes dependence on the pricing supplement for final terms.

Key Figures

Contingent Interest Rate (minimum): 29.65% per annum Monthly Contingent Payment (minimum): $24.7083 per $1,000 Estimated value (example): $880.70 per $1,000 +4 more

7 metrics

Contingent Interest Rate (minimum) <percent>29.65% per annum</percent> stated minimum annual rate, payable monthly

Monthly Contingent Payment (minimum) <money>$24.7083 per $1,000</money> minimum monthly payment per $1,000 principal when condition met

Estimated value (example) <money>$880.70 per $1,000</money> estimated value shown on cover if notes priced today

Minimum estimated value <money>$850.00 per $1,000</money> stated minimum estimated value in the pricing supplement

Selling commission cap <money>$27.00 per $1,000</money> maximum selling commissions payable per $1,000 principal amount note

Interest Barrier / Trigger Value <percent>50.00% of Initial Value</percent> barrier and trigger for each Reference Stock

Review Dates 24 Review Dates scheduled Review Dates from June 22, 2026 through May 23, 2028

Key Terms

Contingent Interest Payment, Least Performing Reference Stock, Interest Barrier / Trigger Value, Prepaid forward contract

4 terms

Contingent Interest Payment financial

"If the notes have not been previously redeemed early and the closing price"

Least Performing Reference Stock financial

"The Reference Stock with the Least Performing Stock Return"

Interest Barrier / Trigger Value financial

"With respect to each Reference Stock, 50.00% of its Initial Value"

Prepaid forward contract regulatory

"treat the notes for U.S. federal income tax purposes as prepaid forward contracts"

Offering Details

shelf/structured note offering

Offering

Offering Type shelf/structured note offering

Use of Proceeds To meet investor demand for products reflecting the notes' risk-return profile

FAQ

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

What payoff does JPMs callable contingent interest note (JPM) provide at maturity?

At maturity you receive cash linked to the Least Performing Reference Stock; if final values meet triggers, you receive principal plus contingent interest. If any Reference Stocks Final Value is below its Trigger Value, maturity payment equals $1,000 plus $1,000 times the Least Performing Stock Return, which can substantially reduce principal.

When are contingent interest payments made on the notes?

Contingent interest is paid on scheduled monthly Interest Payment Dates when all three Reference Stocks close at or above their Interest Barriers. The rate is at least 29.65% per annum, equivalent to at least $24.7083 per $1,000 per applicable month.

Can JPMredeem the notes early and when could that occur?

Yes. The issuer may redeem the notes in whole (not in part) on specified Interest Payment Dates other than the first through fifth and final dates. The earliest possible early redemption date is November 27, 2026, subject to the notice and procedures described in the supplement.

What are the main risks associated with these notes?

Primary risks include loss of principal tied to the least-performing stock, uncertain contingent interest (may be zero), issuer/guarantor credit risk of JPMorgan entities, limited liquidity, and model/valuation assumptions affecting estimated value and secondary prices.

What is the estimated value versus the original issue price for the notes?

The pricing supplement shows an estimated value of approximately $880.70 per $1,000 and states the estimated value will not be less than $850.00 per $1,000; the original issue price will exceed the estimated value due to commissions and hedging costs.

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

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Accepted by SEC EDGAR 05/11/2026 - 06:29 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 May 11, 2026
May , 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 and the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Callable Contingent Interest Notes Linked to the Least
Performing of the American Depositary Shares of NIO Inc.,
the Common Stock of SoFi Technologies, Inc. and the Class
A Common Stock of Oscar Health, Inc. due May 26, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for
which the closing price of one share of each of the Reference Stocks is greater than or equal to 50.00% of its Initial
Value, which we refer to as an Interest Barrier.
● If the closing price of one share of each Reference Stock is greater than or equal to its Interest Barrier on any Review
Date, investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, any
previously unpaid Contingent Interest Payments for prior Review Dates.
● The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other
than the first through fifth and final Interest Payment Dates).
● The earliest date on which the notes may be redeemed early is November 27, 2026.
● Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no
Contingent Interest Payment may be made with respect to some or all Review Dates.
● Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent 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.
● Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked
to the performance of each of the Reference Stocks individually, as described below.
● Minimum denominations of $1,000 and integral multiples thereof
● The notes are expected to price on or about May 21, 2026 and are expected to settle on or about May 27, 2026.
● CUSIP: 46660TXP0
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,
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 $27.00 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 $880.70 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 $850.00 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
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks: As specified under “Key Terms Relating to
the Reference Stocks” in this pricing supplement
Contingent Interest Payments: If the notes have not been
previously redeemed early and the closing price of one share of
each Reference Stock on any Review Date is greater than or
equal to its Interest Barrier, you will receive on the applicable
Interest Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to at least $24.7083
(equivalent to a Contingent Interest Rate of at least 29.65% per
annum, payable at a rate of at least 2.47083% per month) (to
be provided in the pricing supplement), plus any previously
unpaid Contingent Interest Payments for any prior Review
Dates.
If the Contingent Interest Payment is not paid on any Interest
Payment Date, that unpaid Contingent Interest Payment will be
paid on a later Interest Payment Date if the closing price of one
share of each Reference Stock on the Review Date related to
that later Interest Payment Date is greater than or equal to its
Interest Barrier. You will not receive any unpaid Contingent
Interest Payments if the closing price of one share of any
Reference Stock on each subsequent Review Date is less than
its Interest Barrier.
Contingent Interest Rate: At least 29.65% per annum, payable
at a rate of at least 2.47083% per month (to be provided in the
pricing supplement)
Interest Barrier / Trigger Value: With respect to each
Reference Stock, 50.00% of its Initial Value, as specified under
“Key Terms Relating to the Reference Stocks” in this pricing
supplement
Pricing Date: On or about May 21, 2026
Original Issue Date (Settlement Date): On or about May 27,
2026
Review Dates*: June 22, 2026, July 21, 2026, August 21,
2026, September 21, 2026, October 21, 2026, November 23,
2026, December 21, 2026, January 21, 2027, February 22,
2027, March 22, 2027, April 21, 2027, May 21, 2027, June 21,
2027, July 21, 2027, August 23, 2027, September 21, 2027,
October 21, 2027, November 22, 2027, December 21, 2027,
January 21, 2028, February 22, 2028, March 21, 2028, April 21,
2028 and May 23, 2028 (final Review Date)
Interest Payment Dates*: June 25, 2026, July 24, 2026,
August 26, 2026, September 24, 2026, October 26, 2026,
November 27, 2026, December 24, 2026, January 26, 2027,
February 25, 2027, March 25, 2027, April 26, 2027, May 26,
2027, June 24, 2027, July 26, 2027, August 26, 2027,
September 24, 2027, October 26, 2027, November 26, 2027,
December 27, 2027, January 26, 2028, February 25, 2028,
March 24, 2028, April 26, 2028 and the Maturity Date
Maturity Date*: May 26, 2028
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement
of a Determination Date — Notes Linked to 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
Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
first through fifth and final Interest Payment Dates) at a price,
for each $1,000 principal amount note, equal to (a) $1,000 plus
(b) the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date plus (c) if the Contingent
Interest Payment applicable to the immediately preceding
Review Date is payable, any previously unpaid Contingent
Interest Payments for any prior Review Dates. If we intend to
redeem your notes early, we will deliver notice to The
Depository Trust Company, or DTC, at least three business
days before the applicable Interest Payment Date on which the
notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value
of each Reference Stock is greater than or equal to its 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
Contingent Interest Payment applicable to the final Review Date
plus (c) any previously unpaid Contingent Interest Payments for
any prior Review Dates.
If the notes have not been redeemed early and the Final Value
of any Reference Stock is less than its Trigger Value, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Least Performing Stock Return)
If the notes have not been redeemed early and the Final Value
of any Reference Stock is less than its 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.
Least Performing Reference Stock: The Reference Stock
with the Least Performing Stock Return
Least Performing Stock Return: The lowest of the Stock
Returns of the Reference Stocks
Stock Return:
With respect to each Reference Stock,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date,
as specified under “Key Terms Relating to the Reference
Stocks” in this pricing supplement
Final Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the final Review
Date
Stock Adjustment Factor: With respect to each Reference
Stock, the Stock Adjustment Factor is referenced in determining
the closing price of one share of that Reference Stock and is set
equal to 1.0 on the Pricing Date. The Stock Adjustment Factor
of each Reference Stock is subject to adjustment upon the
occurrence of certain corporate events affecting that 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
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
Key Terms Relating to the Reference Stocks
Reference Stock
Bloomberg
Ticker Symbol
Initial Value
Interest Barrier/
Trigger Value
American depositary shares (“ADSs”), each representing one Class A
ordinary share, par value $0.00025 per share, of NIO Inc.
NIO
$
$
Common stock of SoFi Technologies, Inc., par value $0.0001 per share
SOFI
$
$
Class A common stock of Oscar Health, Inc., par value $0.00001 per share
OSCR
$
$
How the Notes Work
Payments in Connection with the First through Fifth Review Dates
Payments in Connection with Review Dates (Other than the First through Fifth and Final Review Dates)
The closing price of one share of each Reference
Stock is greater than or equal to its Interest Barrier.
The closing price of one share of any Reference Stock
is less than its Interest Barrier.
First through Fifth Review Dates
Compare the closing price of one share of each Reference Stock to its Interest Barrier on each Review Date.
You will receive, on the applicable Interest Payment Date, (a) a
Contingent Interest Payment plus (b) any previously unpaid Contingent
Interest Payments for any prior Review Dates.
Proceed to the next Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Review Date.
Proceed to the next Review Date.
You will receive, on the applicable Interest
Payment Date, (a) $1,000 plus (b) a
Contingent Interest Payment plus (c) any
previously unpaid Contingent Interest
Payments for any prior Review Dates.
No further payments will be made on the
notes.
Compare the closing price of one share of each Reference Stock to its Interest Barrier on each Review Date until the final Review Date or any
early redemption.
Review Dates (Other than the First through Fifth and Final Review Dates)
Early Redemption
The closing price of one share of
each Reference Stock is greater
than or equal to its Interest
Barrier.
The closing price of one share of
any Reference Stock is less than
its Interest Barrier.
You will receive on the applicable
Interest Payment Date, (a) a
Contingent Interest Payment plus (b)
any previously unpaid Contingent
Interest Payments for any prior
Review Dates.
Proceed to the next Review Date.
No Contingent Interest Payment will
be made with respect to the
applicable Review Date.
Proceed to the next Review Date.
No Early Redemption
You will receive $1,000 on the applicable
Interest Payment Date.
No further payments will be made on the
notes.

PS-3 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
Payment at Maturity If the Notes Have Not Been Redeemed Early
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notes based on a hypothetical Contingent Interest Rate of 29.65% per annum, depending on how many Contingent Interest Payments
are made prior to early redemption or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will
be at least 29.65% per annum (payable at a rate of at least 2.47083% per month).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
24
$593.0000
23
$568.2917
22
$543.5833
21
$518.8750
20
$494.1667
19
$469.4583
18
$444.7500
17
$420.0417
16
$395.3333
15
$370.6250
14
$345.9167
13
$321.2083
12
$296.5000
11
$271.7917
10
$247.0833
9
$222.3750
8
$197.6667
7
$172.9583
6
$148.2500
5
$123.5417
4
$98.8333
3
$74.1250
2
$49.4167
1
$24.7083
0
$0.0000
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment
applicable to the final Review Date
plus (c) any previously unpaid
Contingent Interest Payments for any
prior Review Dates.
The notes have not been
redeemed early prior to the
final Review Date.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Reference Stock is
greater than or equal to its Trigger Value.
You will receive:
$1,000 + ($1,000 ×Least Performing
Stock Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of any Reference Stock is less
than its Trigger Value.

PS-4 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Reference Stocks, assuming a range of
performances for the hypothetical Least Performing Reference Stock on the Review Dates. Solely for purposes of this section, the
Least Performing Reference Stock with respect to each Review Date is the least performing of the Reference Stocks
determined based on the closing price of one share of each Reference Stock on that Review Date compared with its Initial
Value.
The hypothetical payments set forth below assume the following:
● the notes have not been redeemed early;
● an Initial Value for each Reference Stock of $100.00;
● an Interest Barrier and a Trigger Value for each Reference Stock of $50.00 (equal to 50.00% of its hypothetical Initial Value); and
● a Contingent Interest Rate of 29.65% per annum.
The hypothetical Initial Value of each Reference Stock of $100.00 has been chosen for illustrative purposes only and may not represent
a likely actual Initial Value of any Reference Stock. The actual Initial Value of each Reference Stock will be the closing price of one
share of that 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 each Reference Stock, please see the historical information set forth under “The Reference
Stocks” 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 have NOT been redeemed early and the Final Value of the Least Performing Reference Stock is greater
than or equal to its Trigger Value.
Date
Closing Price of One Share of
Least Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$95.00
$24.7083
Second Review Date
$85.00
$24.7083
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,543.5833
Total Payment
$1,593.00 (59.30% return)
Because the notes have not been redeemed early and the Final Value of the Least Performing Reference Stock is greater than or equal
to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,543.5833 (or $1,000 plus the Contingent
Interest Payment applicable to the final Review Date plus the unpaid Contingent Interest Payments for any prior Review Dates). When
added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000
principal amount note, is $1,593.00.
Example 2 — Notes have NOT been redeemed early and the Final Value of the Least Performing Reference Stock is less than
its Trigger Value.
Date
Closing Price of One Share of
Least Performing Reference
Stock
Payment (per $1,000 principal amount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been redeemed early, the Final Value of the Least Performing Reference Stock is less than its Trigger
Value and the Least Performing Stock 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

PS-5 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
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 redeemed early and the Final Value of any
Reference Stock is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final
Value of the Least Performing Reference Stock is less than its 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.
● THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
If the notes have not been redeemed early, we will make a Contingent Interest Payment with respect to a Review Date (and we will
pay you any previously unpaid Contingent Interest Payments for any prior Review Dates) only if the closing price of one share of
each Reference Stock on that Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of any
Reference Stock on a Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to
that Review Date. You will not receive any unpaid Contingent Interest Payments if the closing price of one share of any Reference
Stock on each subsequent Review Date is less than its Interest Barrier. Accordingly, if the closing price of one share of any
Reference Stock on each Review Date is less than its Interest Barrier, you will not receive any interest payments over the term of
the notes.
● CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
● AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT 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 ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of any Reference Stock, which may be significant. You will not participate in any appreciation of any
Reference Stock.
● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —
Payments on the notes are not linked to a basket composed of the Reference Stocks and are contingent upon the performance of
each individual Reference Stock. Poor performance by any of the Reference Stocks over the term of the notes may negatively
affect whether you will receive a Contingent Interest Payment on any Interest Payment Date and your payment at maturity and will
not be offset or mitigated by positive performance by any other Reference Stock.

PS-6 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
● THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Reference Stock is less than its Trigger Value and the notes have not been redeemed early, the benefit
provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Reference
Stock.
● THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If we elect to redeem your notes early, the term of the notes may be reduced to as short as approximately six months and you will
not receive any Contingent Interest Payments after the applicable Interest Payment 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 we elect to redeem your notes 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 ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY
REFERENCE STOCK.
● THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST
BARRIER OR TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT 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 (other than the ADSs of NIO
Inc.) 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, or the ADSs of NIO Inc.
are no longer listed or admitted to trading on a U.S. national securities exchange registered under the Exchange Act (as defined
under “The Reference Stocks” below), or on any other U.S. national market system or quotation system that is the primary market
for the trading of the ADSs of NIO Inc., or if the ADS facility between NIO Inc. and the ADS depositary is terminated for any reason,
and the calculation agent determines, in its sole discretion, that no Replacement ADS (as defined in the accompanying product
supplement) is available and the Class A ordinary shares of NIO Inc. are not selected to replace the ADSs of NIO Inc. as a
Reference Stock. 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” and “The Underlyings — Reference Stocks — Delisting of ADSs or
Termination of ADS Facility” 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
Contingent 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.

PS-7 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
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
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 Reference Stocks. 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.

PS-8 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
Risks Relating to the Reference Stocks
● NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER —
We have not independently verified any of the information about any Reference Stock issuer contained in this pricing supplement.
You should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for any Reference
Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.
● RISKS ASSOCIATED WITH NON-U.S. COMPANIES WITH RESPECT TO THE ADSs OF NIO INC. —
The ADSs of NIO Inc. have been issued by a non-U.S. company. 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.
● EMERGING MARKETS RISK WITH RESPECT TO THE ADSs OF NIO INC. —
The ADSs of NIO Inc. have been issued by a non-U.S. company conducting its business in an emerging markets country (China).
Countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of
businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of
property rights than more developed countries. The economies of countries with emerging markets may be based on only a few
industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt
burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
● CURRENCY EXCHANGE RATE RISK WITH RESPECT TO THE ADSs OF NIO INC. —
Because the ADSs of NIO Inc. are quoted and traded in U.S. dollars on the New York Stock Exchange and the Class A ordinary
shares of NIO Inc. are quoted and traded in Hong Kong dollars on The Stock Exchange of Hong Kong Limited and The Singapore
Exchange Securities Trading Limited, fluctuations in the exchange rate between the Hong Kong dollar and the U.S. dollar will likely
affect the relative value of the ADSs and the Class A ordinary shares of NIO Inc. in the two currencies and, as a result, will likely
affect the market price of the ADSs of NIO Inc. trading on the New York Stock Exchange. These trading differences and currency
exchange rates may affect the market value of the notes and whether the closing price of one ADS of NIO Inc. on any relevant day
will fall below the Interest Barrier and Trigger Value. The Hong Kong dollar has been subject to fluctuations against the U.S. dollar
in the past and may be subject to significant fluctuations in the future. Previous fluctuations or periods of relative stability in the
exchange rate between the Hong Kong dollar and the U.S. dollar are not necessarily indicative of fluctuations or periods of relative
stability in that rate that may occur over the term of the notes. The exchange rate between the Hong Kong dollar and the U.S.
dollar is the result of the supply of, and the demand for, those currencies. Changes in the exchange rate results over time from the
interaction of many factors directly or indirectly affecting economic and political conditions in Hong Kong and the United States,
including economic and political developments in other countries. Of particular importance are rates of inflation, interest rate
levels, the balance of payments, any political, civil or military unrest and the extent of governmental surpluses or deficits in Hong
Kong and the United States, all of which are in turn sensitive to the monetary, fiscal and trade policies pursued by Hong Kong and
the United States and other jurisdictions important to international trade and finance.
● THERE ARE IMPORTANT DIFFERENCES BETWEEN THE RIGHTS OF HOLDERS OF THE ADSs OF NIO INC. AND THE
RIGHTS OF HOLDERS OF THE CLASS A ORDINARY SHARES OF NIO INC. —
There are important differences between the rights of holders of the ADSs of NIO Inc. and the rights of holders of the Class A
ordinary shares of NIO Inc., which we refer to as the underlying stock. For example, the issuer of the underlying stock may make
distributions in respect of the underlying stock that are not passed on to the holders of the ADSs of NIO Inc. Any such differences
between the rights of holders of ADSs of NIO Inc. and holders of the underlying stock may be significant and may materially and
adversely affect the value of the ADSs of NIO Inc. and, as a result, the notes.
● LIMITED TRADING HISTORY WITH RESPECT TO THE COMMON STOCK OF SOFI TECHNOLOGIES, INC. AND THE CLASS
A COMMON STOCK OF OSCAR HEALTH, INC. —
The common stock of SoFi Technologies, Inc. commenced trading on The Nasdaq Stock Market on June 1, 2021 following a
business combination transaction involving a special purpose acquisition company and the Class A common stock of Oscar Health,
Inc. commenced trading on the New York Stock Exchange on March 3, 2021 and therefore each has limited historical
performance. Accordingly, historical information for each of these Reference Stocks is available only since the applicable date
above. Past performance should not be considered indicative of future performance.

PS-9 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
● THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect a 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-10 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
The Reference Stocks
All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available
sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the
relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with
the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the
table below, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents
are accurate or complete. We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”), without
independent verification.
Reference Stock
Bloomberg
Ticker Symbol
Relevant
Exchange
SEC File
Number
Closing Price on May
7, 2026
ADSs, each representing one Class A ordinary
share, par value $0.00025 per share, of NIO Inc.
NIO
New York Stock
Exchange
001-38638
$5.87
Common stock of SoFi Technologies, Inc., par value
$0.0001 per share
SOFI
The Nasdaq
Stock Market
001-39606
$16.00
Class A common stock of Oscar Health, Inc., par
value $0.00001 per share
OSCR
New York Stock
Exchange
001-40154
$20.87
According to publicly available filings of the relevant Reference Stock issuer with the SEC:
● NIO Inc. designs, develops, manufactures and sells smart electric vehicles.
● SoFi Technologies, Inc. offers (i) personal loans, student loans, home loans and related servicing, (ii) a variety of financial
services products and (iii) products and capabilities that are designed for enterprises.
● Oscar Health, Inc. is a healthcare technology company that offers health plans through the Patient Protection and Affordable
Care Act, serving individuals, families and employees.
Historical Information
The following graphs set forth (i) the historical performance of the ADSs, each representing one Class A ordinary share, of NIO Inc.
based on the weekly historical closing prices of one share of that Reference Stock from January 8, 2021 through May 1, 2026, (ii) the
historical performance of the common stock of SoFi Technologies, Inc. based on the weekly historical closing prices of one share of
that Reference Stock from June 4, 2021 through May 1, 2026 and (iii) the historical performance of the Class A common stock of Oscar
Health, Inc. based on the weekly historical closing prices of one share of that Reference Stock from March 5, 2021 through May 1,
2026. The common stock of SoFi Technologies, Inc. commenced trading on The Nasdaq Stock Market on June 1, 2021 following a
business combination transaction involving a special purpose acquisition company and the Class A common stock of Oscar Health, Inc.
commenced trading on the New York Stock Exchange on March 3, 2021 and therefore each has limited historical performance. 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 each 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 any Reference Stock on the Pricing Date or any Review Date. There
can be no assurance that the performance of the Reference Stocks will result in the return of any of your principal amount or the
payment of any interest.

PS-11 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.

PS-12 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. In
determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward
contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section
entitled “United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial
Contracts with Associated Coupons” in the accompanying prospectus supplement. Based on the advice of Davis Polk & Wardwell LLP,
our special tax counsel, we believe that this is a reasonable treatment, but that there 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 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 and the relevance of factors such as the nature of the underlying property to which the
instruments are linked. 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 affect the tax consequences of an
investment in the notes, possibly with retroactive effect. 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 the U.S. federal income tax consequences of an investment in the notes, including possible
alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an
applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.
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.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
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

PS-13 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, Inc.
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.
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 Stocks” 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.

PS-14 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
American Depositary Shares of NIO Inc., the Common Stock of SoFi
Technologies, Inc. and the Class A Common Stock of Oscar Health, 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 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
● 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.