STOCK TITAN

JPMorgan (JPM) offers auto-call notes with ≥7.75% contingent coupon, May 2028 maturity

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

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC priced a new structured-note offering: Auto Callable Contingent Interest Notes linked to the least performing of the Dow Jones Industrial Average, the Russell 2000 and the Nasdaq-100. The notes are expected to price on or about May 14, 2026 and settle on or about May 19, 2026, with a maturity date of May 18, 2028. Each note has a minimum denomination of $1,000 and CUSIP 46660TWX4.

The terms state a Contingent Interest Rate of at least 7.75% per annum, an Interest Barrier equal to 80.00% of each Index’s Initial Value and a Trigger Value equal to 60.00% of each Index’s Initial Value. Notes pay contingent monthly interest only if each Index is at or above the Interest Barrier on an Interest Review Date, may be automatically called on specified semiannual Autocall Review Dates, and expose holders to loss of principal if the Least Performing Index ends below its Trigger Value.

Positive

  • None.

Negative

  • None.

Insights

Notes combine conditional monthly coupons with an early‑call feature and downside exposure to the worst-performing index.

The structure offers a contingent coupon (at least $6.4583 per month per $1,000, equivalent to a 7.75% annual rate minimum) that pays only when all three indices exceed 80.00% of their Initial Values on each Interest Review Date. Auto-call events on the listed semiannual dates permit early repayment of principal plus the applicable contingent interest.

Primary risks include full exposure to the Least Performing Index at maturity if its Final Value is below the 60.00% Trigger Value, reliance on the issuer and guarantor credit, and limited liquidity as secondary market purchases depend on JPMS quoting prices. Monitor pricing supplement for final contingent interest rate, estimated value floor, and any additional qualifiers.

Contingent Interest Rate (minimum) 7.75% per annum stated minimum payable monthly (≥0.64583% per month)
Contingent Interest Payment (per month) $6.4583 per $1,000 equivalent monthly payment if condition met
Interest Barrier 80.00% of each Index's Initial Value for interest eligibility
Trigger Value 60.00% of each Index's Initial Value determining downside protection at maturity
Estimated value at pricing $987.60 per $1,000 illustrative estimated value if notes priced today
Minimum estimated value floor $900.00 per $1,000 pricing supplement states estimated value will not be less than this
Pricing and settlement dates Pricing on or about May 14, 2026; Settlement May 19, 2026 timing for issuance
Maturity Date May 18, 2028 final payment if not auto-called earlier
Contingent Interest Payment financial
""If the notes have not been automatically called and the closing level of each Index on any Interest Review Date is greater than or equal to its Interest Barrier...""
Autocall Review Date financial
""The notes will be automatically called if the closing level of each Index on any semiannual Autocall Review Date is greater than or equal to its Initial Value.""
Least Performing Index financial
""Least Performing Index: The Index with the Least Performing Index Return""
Internal funding rate regulatory
""The estimated value of the notes is derived by reference to an internal funding rate""
Section 871(m) tax
""Section 871(m) generally impose[s] a 30% withholding tax...""
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.
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, underlying supplement no. 1-I dated April 17, 2026 and the prospectus and
prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Dow Jones Industrial Average®, the Russell
2000® Index and the Nasdaq-100 Index® due May 18, 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 monthly Interest
Review Date for which the closing level of each of the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®, which we refer to as the Indices, is greater than or equal to 80.00% of its Initial Value, which we
refer to as an Interest Barrier.
The notes will be automatically called if the closing level of each Index on any semiannual Autocall Review Date is
greater than or equal to its Initial Value.
The earliest date on which an automatic call may be initiated is November 16, 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 Interest 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 Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
Minimum denominations of $1,000 and integral multiples thereof
The notes are expected to price on or about May 14, 2026 and are expected to settle on or about May 19, 2026.
CUSIP: 46660TWX4
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-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $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 $987.60 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $900.00 per $1,000 principal amount note. See The Estimated Value of the Notes in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Dow Jones Industrial Average® (Bloomberg ticker:
INDU), the Russell 2000® Index (Bloomberg ticker: RTY) and
the Nasdaq-100 Index® (Bloomberg ticker: NDX)
Contingent Interest Payments: If the notes have not been
automatically called and the closing level of each Index on any
Interest 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 $6.4583 (equivalent to a
Contingent Interest Rate of at least 7.75% per annum, payable
at a rate of at least 0.64583% per month) (to be provided in the
pricing supplement).
If the closing level of any Index on any Interest Review Date is
less than its Interest Barrier, no Contingent Interest Payment
will be made with respect to that Interest Review Date.
Contingent Interest Rate: At least 7.75% per annum, payable
at a rate of at least 0.64583% per month (to be provided in the
pricing supplement)
Interest Barrier: With respect to each Index, 80.00% of its
Initial Value
Trigger Value: With respect to each Index, 60.00% of its Initial
Value
Pricing Date: On or about May 14, 2026
Original Issue Date (Settlement Date): On or about May 19,
2026
Interest Review Dates*: June 15, 2026, July 14, 2026, August
14, 2026, September 14, 2026, October 14, 2026, November
16, 2026, December 14, 2026, January 14, 2027, February 16,
2027, March 15, 2027, April 14, 2027, May 14, 2027, June 14,
2027, July 14, 2027, August 16, 2027, September 14, 2027,
October 14, 2027, November 15, 2027, December 14, 2027,
January 14, 2028, February 14, 2028, March 14, 2028, April 17,
2028 and May 15, 2028 (the “final Review Date)
Autocall Review Dates*: November 16, 2026, May 14, 2027
and November 15, 2027
Interest Payment Dates*: June 18, 2026, July 17, 2026,
August 19, 2026, September 17, 2026, October 19, 2026,
November 19, 2026, December 17, 2026, January 20, 2027,
February 19, 2027, March 18, 2027, April 19, 2027, May 19,
2027, June 17, 2027, July 19, 2027, August 19, 2027,
September 17, 2027, October 19, 2027, November 18, 2027,
December 17, 2027, January 20, 2028, February 17, 2028,
March 17, 2028, April 20, 2028 and the Maturity Date
Maturity Date*: May 18, 2028
Call Settlement Date*: If the notes are automatically called on
any Autocall Review Date, the first Interest Payment Date
immediately following that Autocall Review Date
* 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
Automatic Call:
If the closing level of each Index on any Autocall Review Date is
greater than or equal to its 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
Contingent Interest Payment applicable to the Interest Review
Date corresponding to that Autocall Review Date, payable on
the applicable Call Settlement Date. No further payments will
be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Index 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, if any, applicable to the final
Review Date.
If the notes have not been automatically called and the Final
Value of any Index 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 Index Return)
If the notes have not been automatically called and the Final
Value of any Index is less than its Trigger Value, you will lose
more than 40.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Index: The Index with the Least Performing
Index Return
Least Performing Index Return: The lowest of the Index
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of
that Index on the Pricing Date
Final Value: With respect to each Index, the closing level of
that Index on the final Review Date
PS-2 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
How the Notes Work
Payments in Connection with Interest Review Dates Preceding the Final Review Date
The closing level of each Index is greater than or
equal to its Interest Barrier.
The closing level of any Index is less than its Interest
Barrier.
Interest Review Dates Preceding the Final Review Date That Are Not Autocall Review Dates
Compare the closing level of each Index to its Interest Barrier on each Interest Review Date that is not an Autocall Review Date until the final
Review Date or any earlier automatic call. Refer to the second diagram if an Interest Review Date is also an Autocall Review Date.
You will receive a Contingent Interest Payment on the applicable Interest
Payment Date.
Proceed to the next Interest Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Interest Review Date.
Proceed to the next Interest Review Date.
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Interest Review
Date.
No further payments will be made on the notes.
Interest Review Dates That Are Also Autocall Review Dates
Automatic Call
The closing level of each
Index is greater than or
equal to its Initial Value.
The closing level of any
Index is less than its
Initial Value.
Initial
Value You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Interest Review
Date.
The closing level of each
Index is greater than or
equal to its Interest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable Interest Review Date.
Proceed to the next Interest Review
Date.
The closing level of any
Index is less than its Interest
Barrier.
Compare the closing level of each Index to its Initial Value and its Interest Barrier on each Interest Review Date that is also an
Autocall Review Date until any earlier automatic call.
PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
Payment at Maturity If the Notes Have Not Been Automatically Called
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 7.75% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least 7.75% per annum (payable at a rate of at least 0.64583% per month).
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
24
$155.0000
23
$148.5417
22
$142.0833
21
$135.6250
20
$129.1667
19
$122.7083
18
$116.2500
17
$109.7917
16
$103.3333
15
$96.8750
14
$90.4167
13
$83.9583
12
$77.5000
11
$71.0417
10
$64.5833
9
$58.1250
8
$51.6667
7
$45.2083
6
$38.7500
5
$32.2917
4
$25.8333
3
$19.3750
2
$12.9167
1
$6.4583
0
$0.0000
Autocall Review Dates
Preceding the Final Review
Date
You will receive (a) $1,000 plus (b)
the Contingent Interest Payment, if
any, applicable to the final Review
Date.
The notes are not
automatically called.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Index is greater than
or equal to its Trigger Value.
You will receive:
$1,000 + ($1,000 ×Least Performing
Index Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of any Index is less than its
Trigger Value.
PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Indices, assuming a range of performances for the
hypothetical Least Performing Index on the Interest Review Dates and the Autocall Review Dates. Solely for purposes of this
section, the Least Performing Index with respect to each Autocall Review Date or Interest Review Date is the least performing
of the Indices determined based on the closing level of each Index on that Autocall Review Date or Interest Review Date, as
applicable, compared with its Initial Value.
The hypothetical payments set forth below assume the following:
an Initial Value for each Index of 100.00;
an Interest Barrier for each Index of 80.00 (equal to 80.00% of its hypothetical Initial Value);
a Trigger Value for each Index of 60.00 (equal to 60.00% of its hypothetical Initial Value); and
a Contingent Interest Rate of 7.75% per annum.
The hypothetical Initial Value of each Index of 100.00 has been chosen for illustrative purposes only and may not represent a likely
actual Initial Value of any Index. The actual Initial Value of each Index will be the closing level of that Index on the Pricing Date and will
be provided in the pricing supplement. For historical data regarding the actual closing levels of each Index, please see the historical
information set forth under The Indices 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 Autocall Review Date.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Interest Review
Date
105.00
$6.4583
Second Interest Review
Date
50.00
$0
Third through Fifth
Interest Review Dates
Less than Interest Barrier
$0
Sixth Interest Review
Date (first Autocall
Review Date)
110.00
$1,006.4583
Total Payment
$1,012.9167 (1.29167% return)
Because the closing level of each Index on the first Autocall Review Date, which is also the sixth Interest Review Date, is greater than
or equal to its Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, of
$1,006.4583 (or $1,000 plus the Contingent Interest Payment applicable to the sixth Interest Review Date), payable on the applicable
Call Settlement Date. When added to the Contingent Interest Payment received with respect to the prior Interest Review Dates, the
total amount paid, for each $1,000 principal amount note, is $1,012.9167. No further payments will be made on the notes.
Example 2 Notes have NOT been automatically called and the Final Value of the Least Performing Index is greater than or
equal to its Trigger Value and its Interest Barrier.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Interest Review
Date
95.00
$6.4583
Second Interest Review
Date
85.00
$6.4583
Third through Twenty-
Third Interest Review
Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,006.4583
Total Payment
$1,019.375 (1.9375% return)
PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
Because the notes have not been automatically called and the Final Value of the Least Performing Index is greater than or equal to its
Trigger Value and its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,006.4583 (or $1,000
plus the Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received
with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,019.375.
Example 3 Notes have NOT been automatically called and the Final Value of the Least Performing Index is less than its
Interest Barrier but is greater than or equal to its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Interest Review
Date
95.00
$6.4583
Second Interest Review
Date
80.00
$6.4583
Third through Twenty-
Third Interest Review
Dates
Less than Interest Barrier
$0
Final Review Date
70.00
$1,000.00
Total Payment
$1,012.9167 (1.29167% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Index is less than its Interest Barrier
but is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
When added to the Contingent Interest Payments received with respect to the prior Interest Review Dates, the total amount paid, for
each $1,000 principal amount note, is $1,012.9167.
Example 4 Notes have NOT been automatically called and the Final Value of the Least Performing Index is less than its
Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Interest Review
Date
40.00
$0
Second Interest Review
Date
45.00
$0
Third through Twenty-
Third Interest 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 automatically called, the Final Value of the Least Performing Index is less than its Trigger Value and
the Least Performing Index Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the Risk Factors sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of any
Index 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 Index is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 40.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to an Interest Review
Date only if the closing level of each Index on that Interest Review Date is greater than or equal to its Interest Barrier. If the closing
level of any Index on an Interest Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with
respect to that Interest Review Date. Accordingly, if the closing level of any Index on each Interest 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 Index, which may be significant. You will not participate in any appreciation of any Index.
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX
Payments on the notes are not linked to a basket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by any of the Indices over the term of the notes may result in the notes not being automatically
called on an Autocall Review Date, 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 Index.
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE
If the Final Value of any Index is less than its 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 Least Performing Index.
PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
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 Contingent 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 SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
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.
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.
PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
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.
PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
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 levels of the Indices. 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 Indices
JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE DOW JONES INDUSTRIAL
AVERAGE®,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the Dow Jones Industrial Average®.
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®
Some of the equity securities included in the Nasdaq-100 Index® have been issued by non-U.S. companies. Investments in
securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of
those non-U.S. equity securities.
PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
The Indices
The Dow Jones Industrial Average® is a price-weighted index that seeks to measure of the performance of 30 U.S. blue-chip
companies. The Dow Jones Industrial Average® covers all industries with the exception of the transportation industry group and the
utilities sector. For additional information about the Dow Jones Industrial Average®, see “Equity Index Descriptions — The Dow Jones
Industrial Average®” in the accompanying underlying supplement.
The Russell 2000® Index measures the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed on
eligible U.S. exchanges and is designed to track the performance of the small-capitalization segment of the U.S. equity market. The
companies included in the Russell 2000® Index are the middle 2,000 of the companies that form the Russell 3000E™ Index, which is
composed of the 4,000 largest U.S. companies as determined by total market capitalization and represents approximately 99% of the
U.S. equity market. For additional information about the Russell 2000® Index, see “Equity Index Descriptions — The Russell Indices” in
the accompanying underlying supplement.
The Nasdaq-100 Index® is a modified market capitalization-weighted index that is designed to measure the performance of 100 of the
largest non-financial companies listed on The Nasdaq Stock Market. For additional information about the Nasdaq-100 Index®, see
“Equity Index Descriptions — The Nasdaq-100 Index®” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels from January 8,
2021 through May 1, 2026. The closing level of the Dow Jones Industrial Average® on May 6, 2026 was 49,910.59. The closing level
of the Russell 2000® Index on May 6, 2026 was 2,886.772. The closing level of the Nasdaq-100 Index® on May 6, 2026 was 28,599.17.
We obtained the closing levels above and below from the Bloomberg Professional® service (Bloomberg), without independent
verification.
The historical closing levels of each Index should not be taken as an indication of future performance, and no assurance can be given
as to the closing level of any Index on the Pricing Date or any Interest Review Date or Autocall Review Date. There can be no
assurance that the performance of the Indices will result in the return of any of your principal amount or the payment of any interest.
PS-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
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.
PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
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
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
PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
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 Indices in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
PS-14 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Russell 2000® Index and the
Nasdaq-100 Index®
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.

FAQ

What coupon and payment conditions apply to JPM Auto Callable Notes (JPM)?

The notes provide a Contingent Interest Rate of at least 7.75% per annum, payable monthly as $6.4583 per $1,000 when each Index is at or above 80.00% of its Initial Value on an Interest Review Date. Payments are contingent and may be zero for some dates.

When can the JPM notes be automatically called?

Automatic calls can occur on the semiannual Autocall Review Dates, beginning as early as November 16, 2026, and on May 14, 2027 and November 15, 2027, if the closing level of each Index is greater than or equal to its Initial Value on that date.

How is the maturity payment determined for the JPM Auto Callable Notes?

If not called, maturity payment on May 18, 2028 equals $1,000 plus any contingent interest for the final Review Date if each Index is at or above the Trigger (60.00%). If any Index is below the Trigger, payment equals $1,000 × (1 + Least Performing Index Return).

What principal risk do holders face with these JPM notes?

Holders risk losing principal if the Least Performing Index declines. If the Least Performing Index Return is -60.00%, a $1,000 note would pay $400 at maturity, reflecting a -60.00% loss.

What are pricing and liquidity considerations for the JPM notes?

Estimated value at pricing is shown as $987.60 per $1,000 with an absolute minimum estimated value not less than $900.00. Secondary market prices will likely be lower and liquidity depends on JPMS willingness to buy; repurchase terms may include an initial period up to six months.