JPMorgan offers S&P 500 capped buffered notes

JPMorgan Chase Financial Company LLC is offering Capped Buffered Return Enhanced Notes linked to the S&P 500 Index with a 1.50x upside leverage, a 10.00% buffer and a stated Maximum Return of at least 28.10%.

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering Capped Buffered Return Enhanced Notes linked to the S&P 500 Index with a 1.50x upside leverage, a 10.00% buffer and a stated Maximum Return of at least 28.10%. Per $10 principal, the maximum payment at maturity is at least $12.81. The notes are unsecured obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.; any payment is subject to the credit risk of both entities. The notes are expected to price on or about May 15, 2026 and settle on or about May 20, 2026. The notes do not pay interest, do not provide dividends or voting rights on index components, and may result in partial or total loss of principal if the Index declines by more than the buffer. An estimated value floor of $9.60 per $10 principal amount will be provided in the pricing supplement.

Insights

Structured Products Strategist

Product mixes capped upside with a modest buffer and 1.50x upside exposure.

The notes provide leveraged upside to the S&P 500 Index via a 1.50 Upside Leverage Factor but cap returns at a stated Maximum Return of at least 28.10%, yielding at least $12.81 per $10 at or above the cap. Downside protection is limited to a 10.00% Buffer Amount; losses beyond that scale with a Downside Leverage Factor of 1.11111.

Valuation depends on the issuer’s internal funding rate and models; secondary market liquidity and prices are expected to be lower than the original issue price. Holders should note the notes do not pay interest and are intended to be held to maturity.

Tax & Legal Counsel

Tax treatment is modeled as an "open transaction" prepaid financial contract but is uncertain.

Special tax counsel opines it is reasonable to treat the notes as open transactions not treated as debt, which would generally produce long-term capital gain/loss treatment if held > one year. This treatment is not binding on the IRS or courts.

Section 871(m) considerations are discussed; the issuer expects 871(m) will not apply for Non-U.S. Holders under stated determinations, but the IRS may disagree. Consult a tax adviser.

Key Figures

Principal Amount: 10.00 per $10 principal amount Upside Leverage Factor: 1.50 Buffer Amount: 10.00% +4 more

7 metrics

Principal Amount 10.00 per $10 principal amount Original issue per note

Upside Leverage Factor 1.50 Multiplier on positive Index Return

Buffer Amount 10.00% Amount of downside protection before losses apply

Maximum Return 28.10% Stated cap on return at maturity

Downside Leverage Factor 1.11111 Multiplier applied to losses beyond buffer

Estimated value floor $9.60 per $10 Minimum estimated value to be provided in pricing supplement

Index closing level (sample) 7,444.25 Closing level of the S&P 500 Index on May 13, 2026

Key Terms

Upside Leverage Factor, Estimated value, Section 871(m), Internal funding rate

4 terms

Upside Leverage Factor financial

"The notes are designed for investors who seek a return of 1.50 times any appreciation"

Estimated value financial

"If the notes priced today, the estimated value of the notes would be approximately $9.955"

Section 871(m) regulatory

"Section 871(m) of the Code and Treasury regulations promulgated thereunder generally impose 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.

Internal funding rate financial

"The estimated value of the notes is derived by reference to an internal funding rate"

Offering Details

other

Offering

Offering Type other

Price Range price to public per note $10; estimated value approx $9.955 and not less than $9.60

Use of Proceeds Offered 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 is the payout cap and maximum payment for JPMorgan's notes?

The notes have a stated Maximum Return of at least 28.10%, which corresponds to a maximum payment at maturity of at least $12.81 per $10 principal amount when the Final Value meets or exceeds the cap threshold.

How does the 10% buffer protect principal on these notes?

If the Final Value is no more than 10.00% below the Initial Value, investors receive full principal at maturity; losses occur only if the Index declines by more than 10.00%, after which losses scale by 1.11111.

When will the notes price and settle for the May 2026 offering?

The notes are expected to price on or about May 15, 2026 and settle on or about May 20, 2026, with the Initial Value set at the Index closing level on the Pricing Date.

What are the credit and liquidity risks of these JPMorgan notes?

The notes are unsecured obligations of JPMorgan Financial and guaranteed by JPMorgan Chase & Co., so payments depend on their creditworthiness; the notes will not be exchange-listed and secondary market prices may be materially lower than issue price.

How is the estimated value of the notes determined?

The estimated value equals a fixed-income component (using an internal funding rate) plus the value of the derivative components derived from internal pricing models and market inputs including volatility, dividends and interest rates.

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

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Accepted by SEC EDGAR 05/15/2026 - 06:17 AM 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 14, 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
Capped Buffered Return Enhanced Notes Linked to the S&P
500® Index due May 18, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a return of 1.50 times any appreciation of the S&P 500® Index, up to a
maximum return of at least 28.10%, at maturity.
• Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal
amount at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Minimum investment of $1,000 in denominations of $10 and integral multiples thereof
• The notes are expected to price on or about May 15, 2026 and are expected to settle on or about May 20, 2026.
• CUSIP: 48135A286
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
“Selected Risk Considerations” beginning on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
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
$10
—
$10
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) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an
investment adviser. These broker-dealers will forgo any commissions related to these sales. 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 $9.955 per $10 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 $9.60 per $10 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
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Principal Amount: $10.00 per $10 principal amount note
Index: The S&P 500® Index (Bloomberg ticker: SPX)
Maximum Return: At least 28.10% (corresponding to a
maximum payment at maturity of at least $12.81 per $10
principal amount note) (to be provided in the pricing
supplement)
Upside Leverage Factor: 1.50
Buffer Amount: 10.00%
Downside Leverage Factor: An amount equal to 1 / (1 – Buffer
Amount), which is 1.11111
Pricing Date: On or about May 15, 2026
Original Issue Date (Settlement Date): On or about May 20,
2026
Observation Date*: May 15, 2028
Maturity Date*: May 18, 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 a Single Underlying —
Notes Linked to a Single Underlying (Other Than a Commodity
Index)” and “General Terms of Notes — Postponement of a
Payment Date” in the accompanying product supplement
Payment at Maturity:
If the Final Value is greater than the Initial Value, your payment
at maturity per $10 principal amount note will be calculated as
follows:
$10 + ($10 × Index Return × Upside Leverage Factor), subject
to the Maximum Return
If the Final Value is equal to the Initial Value or is less than the
Initial Value by up to the Buffer Amount, you will receive the
principal amount of your notes at maturity.
If the Final Value is less than the Initial Value by more than the
Buffer Amount, your payment at maturity per $10 principal
amount note will be calculated as follows:
$10 + [$10 × (Index Return + Buffer Amount) × Downside
Leverage Factor]
If the Final Value is less than the Initial Value by more than the
Buffer Amount, you will lose some or all of your principal
amount at maturity.
Index Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing level of the Index on the Pricing Date
Final Value: The closing level of the Index on the Observation
Date

PS-2 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Index.
The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the
payment at maturity per $10 principal amount note to $10. The hypothetical total returns and payments set forth below assume the
following:
• an Initial Value of 100.00;
• a Maximum Return of 28.10%;
• an Upside Leverage Factor of 1.50;
• a Buffer Amount of 10.00%; and
• a Downside Leverage Factor of 1.11111.
The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial
Value. The actual Initial Value will be the closing level of the Index on the Pricing Date and will be provided in the pricing supplement.
For historical data regarding the actual closing levels of the Index, please see the historical information set forth under “The Index” in
this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Value
Index Return
Total Return on the Notes
Payment at Maturity
180.00000
80.00000%
28.100%
$12.8100
165.00000
65.00000%
28.100%
$12.8100
150.00000
50.00000%
28.100%
$12.8100
140.00000
40.00000%
28.100%
$12.8100
130.00000
30.00000%
28.100%
$12.8100
120.00000
20.00000%
28.100%
$12.8100
118.73334
18.73334%
28.100%
$12.8100
110.00000
10.00000%
15.000%
$11.5000
105.00000
5.00000%
7.500%
$10.7500
101.00000
1.00000%
1.500%
$10.1500
100.00000
0.00000%
0.000%
$10.0000
95.00000
-5.00000%
0.000%
$10.0000
90.00000
-10.00000%
0.000%
$10.0000
80.00000
-20.00000%
-11.111%
$8.8889
70.00000
-30.00000%
-22.222%
$7.7778
60.00000
-40.00000%
-33.333%
$6.6667
50.00000
-50.00000%
-44.444%
$5.5556
40.00000
-60.00000%
-55.555%
$4.4445
30.00000
-70.00000%
-66.667%
$3.3333
20.00000
-80.00000%
-77.778%
$2.2222
10.00000
-90.00000%
-88.889%
$1.1111
0.00000
-100.00000%
-100.000%
$0.0000

PS-3 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Index Returns. There can be no
assurance that the performance of the Index will result in the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If the Final Value is greater than the Initial Value, investors will receive at maturity the $10 principal amount plus a return equal to the
Index Return times the Upside Leverage Factor of 1.50, up to the Maximum Return of at least 28.10%. Assuming a hypothetical
Maximum Return of 28.10%, an investor will realize the maximum payment at maturity at a Final Value at or above approximately
118.73334% of the Initial Value.
• If the closing level of the Index increases 5.00%, investors will receive at maturity a return equal to 7.50%, or $10.75 per $10
principal amount note.
• Assuming a hypothetical Maximum Return of 28.10%, if the closing level of the Index increases 50.00%, investors will receive at
maturity a return equal to the 28.10% Maximum Return, or $12.81 per $10 principal amount note, which is the maximum payment
at maturity.
Par Scenario:
If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 10.00%, investors will receive
at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Initial Value by more than the Buffer Amount of 10.00%, investors will lose 1.11111% of the principal
amount of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
• For example, if the closing level of the Index declines 60.00%, investors will lose 55.555% of their principal amount and receive
only $4.4445 per $10 principal amount note at maturity, calculated as follows:
$10 + [$10 × (-60.00% + 10.00%) × 1.11111] = $4.4445
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.

PS-4 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® 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 Final Value is less than the Initial Value by more than 10.00%, you will
lose 1.11111% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than
10.00%. Accordingly, under these circumstances, you will lose some or all of your principal amount at maturity.
• YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,
regardless of any appreciation of the Index, which may be significant.
• 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 NOTES DO NOT PAY INTEREST.
• YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
• 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 J.P. Morgan Securities LLC, which we refer to as 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
Maximum Return.
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-5 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
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 structuring and hedging the notes are included in
the original issue price of the notes. These costs include 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 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 projected hedging profits, if any, estimated hedging costs and the level of
the Index. 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-6 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
Risks Relating to the Index
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE INDEX,
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 Index.

PS-7 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
The Index
The Index consists of stocks of 500 companies selected to provide a performance benchmark for the large market capitalization
segment of the U.S. equity markets. For additional information about the Index, see “Equity Index Descriptions — The S&P U.S.
Indices” in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of the Index based on the weekly historical closing levels of the Index from
January 8, 2021 through May 8, 2026. The closing level of the Index on May 13, 2026 was 7,444.25. We obtained the closing levels
above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The historical closing levels of the Index should not be taken as an indication of future performance, and no assurance can be given as
to the closing level of the Index on the Pricing Date or the Observation Date. There can be no assurance that the performance of the
Index will result in the return of any of your principal amount.
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. The
following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk &
Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “United States Federal Taxation — Tax
Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial Contracts That are Open Transactions” in the
accompanying prospectus supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-
term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates,
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the
tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S.
federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by
this notice.

PS-8 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this
determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter
into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application of
Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The 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 structuring and
hedging the notes are included in the original issue price of the notes. These costs include 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

PS-9 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
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 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 “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile
of the notes and “The Index” 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 (minus) the projected profits (losses) that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our
obligations under the notes, plus the fees, if any, paid for third-party data analytics and/or electronic platform services.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
• Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
• Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
• Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.