September 29, 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
$500,000
Auto Callable Contingent Interest Notes Linked to the Lesser
Performing of the iShares® Bitcoin Trust ETF and the iShares®
Ethereum Trust ETF due October 4, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for
which the closing price of one share of each of the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF,
which we refer to as the Funds, is greater than or equal to 60.00% of its Initial Value, which we refer to as an Interest
Barrier.
• If the closing price of one share of either Fund is greater than or equal to its Interest Barrier on any Review Date,
investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, any previously
unpaid Contingent Interest Payments for prior Review Dates.
• The notes will be automatically called if the closing price of one share of each Fund on any Review Date (other than the
first through eleventh and final Review Dates) is greater than or equal to its Initial Value.
• The earliest date on which an automatic call may be initiated is September 29, 2027.
• Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no
Contingent Interest Payment may be made with respect to some or all Review Dates.
• Investors should also be willing to forgo fixed interest 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 Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
• Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the
Funds seek to reflect generally the performance of the prices of bitcoin and ether, respectively, and therefore the notes
involve significant risks in investments tracking cryptocurrencies. Bitcoin and ether have historically exhibited high
price volatility relative to more traditional asset classes and have experienced extreme volatility in recent
periods and may continue to do so, which may increase the volatility of the respective Funds.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on September 29, 2026 and are expected to settle on or about October 2, 2026.
• CUSIP: 46661PDP9
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
“Selected Risk Considerations” beginning on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$7.50
$992.50
Total
$500,000
$3,750
$496,250
(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 of $7.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $953.30 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 Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The iShares® Bitcoin Trust ETF (Bloomberg ticker: IBIT)
and the iShares® Ethereum Trust ETF (Bloomberg ticker: ETHA)
Contingent Interest Payments: If the notes have not been
automatically called and the closing price of one share of each
Fund on any Review Date is greater than or equal to its Interest
Barrier, you will receive on the applicable Interest Payment Date for
each $1,000 principal amount note a Contingent Interest Payment
equal to $15.0833 (equivalent to a Contingent Interest Rate of
18.10% per annum, payable at a rate of 1.50833% per month), plus
any previously unpaid Contingent Interest Payments for any prior
Review Dates.
If the Contingent Interest Payment is not paid on any Interest
Payment Date, that unpaid Contingent Interest Payment will be
paid on a later Interest Payment Date if the closing price of one
share of each Fund on the Review Date related to that later Interest
Payment Date is greater than or equal to its Interest Barrier. You
will not receive any unpaid Contingent Interest Payments if the
closing price of one share of either Fund on each subsequent
Review Date is less than its Interest Barrier.
Contingent Interest Rate: 18.10% per annum, payable at a rate of
1.50833% per month
Interest Barrier / Trigger Value: With respect to each Fund,
60.00% of its Initial Value, which is $28.398 for the iShares® Bitcoin
Trust ETF and $12.168 for the iShares® Ethereum Trust ETF
Pricing Date: September 29, 2026
Original Issue Date (Settlement Date): On or about October 2,
2026
Review Dates*: October 29, 2026, November 30, 2026, December
29, 2026, January 29, 2027, March 1, 2027, March 29, 2027, April
29, 2027, June 1, 2027, June 29, 2027, July 29, 2027, August 30,
2027, September 29, 2027, October 29, 2027, November 29, 2027,
December 29, 2027, January 31, 2028, February 29, 2028, March
29, 2028, May 1, 2028, May 30, 2028, June 29, 2028, July 31,
2028, August 29, 2028, September 29, 2028, October 30, 2028,
November 29, 2028, December 29, 2028, January 29, 2029,
February 28, 2029, March 29, 2029, April 30, 2029, May 29, 2029,
June 29, 2029, July 30, 2029, August 29, 2029 and October 1,
2029 (final Review Date)
Interest Payment Dates*: November 3, 2026, December 3, 2026,
January 4, 2027, February 3, 2027, March 4, 2027, April 1, 2027,
May 4, 2027, June 4, 2027, July 2, 2027, August 3, 2027,
September 2, 2027, October 4, 2027, November 3, 2027,
December 2, 2027, January 3, 2028, February 3, 2028, March 3,
2028, April 3, 2028, May 4, 2028, June 2, 2028, July 5, 2028,
August 3, 2028, September 1, 2028, October 4, 2028, November 2,
2028, December 4, 2028, January 4, 2029, February 1, 2029,
March 5, 2029, April 4, 2029, May 3, 2029, June 1, 2029, July 5,
2029, August 2, 2029, September 4, 2029 and the Maturity Date
Maturity Date*: October 4, 2029
Call Settlement Date*: If the notes are automatically called on any
Review Date (other than the first through eleventh and final Review
Dates), the first Interest Payment Date immediately following that
Review Date
Automatic Call:
If the closing price of one share of each Fund on any Review Date
(other than the first through eleventh and final Review Dates) 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 that Review Date plus (c) any previously
unpaid Contingent Interest Payments for any prior Review Dates,
payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
of each Fund is greater than or equal to its Trigger Value, you will
receive a cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment applicable to the final Review Date plus (c) any previously
unpaid Contingent Interest Payments for any prior Review Dates.
If the notes have not been automatically called and the Final Value
of either Fund 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 × Lesser Performing Fund Return)
If the notes have not been automatically called and the Final Value
of either Fund 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.
Lesser Performing Fund: The Fund with the Lesser Performing
Fund Return
Lesser Performing Fund Return: The lower of the Fund Returns
of the Funds
Fund Return:
With respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of one
share of that Fund on the Pricing Date, which was $47.33 for the
iShares® Bitcoin Trust ETF and $20.28 for the iShares® Ethereum
Trust ETF
Final Value: With respect to each Fund, the closing price of one
share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the Share
Adjustment Factor is referenced in determining the closing price of
one share of that Fund and is set equal to 1.0 on the Pricing Date.
The Share Adjustment Factor of each Fund is subject to
adjustment upon the occurrence of certain events affecting that
Fund. See “The Underlyings — Funds — Anti-Dilution
Adjustments” in the accompanying product supplement for further
information.
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement
of a Determination Date — Notes Linked to Multiple Underlyings”
and “General Terms of Notes — Postponement of a Payment Date”
in the accompanying product supplement or early acceleration in
the event of an acceleration event as described under “General
Terms of Notes — Consequences of an Acceleration Event” in the
accompanying product supplement and “Selected Risk
Considerations — Risks Relating to the Notes Generally — We
May Accelerate Your Notes If an Acceleration Event Occurs” in this
pricing supplement
PS-2 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
How the Notes Work
Payments in Connection with the First through Eleventh Review Dates
Payments in Connection with Review Dates (Other than the First through Eleventh and Final Review Dates)
The closing price of one share of each Fund is
greater than or equal to its Interest Barrier.
The closing price of one share of either Fund is less
than its Interest Barrier.
First through Eleventh Review Dates
Compare the closing price of one share of each Fund to its Interest Barrier on the applicable Review Date.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date plus any previously unpaid Contingent
Interest Payments for any prior Review Dates.
Proceed to the next Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Review Date.
Proceed to the next Review Date.
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 Review Date
plus (c) any previously unpaid Contingent Interest Payments for any prior Review Dates.
No further payments will be made on the notes.
Review Dates (Other than the First through Eleventh and Final Review Dates)
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Initial Value.
The closing price of one
share of either Fund is
less than its Initial
Value.
Initial
Value You will receive (a) a Contingent
Interest Payment on the applicable
Interest Payment Date plus (b) any
previously unpaid Contingent Interest
Payments for any prior Review
Dates.
Proceed to the next Review Date.
The closing price of one
share of each Fund is
greater than or equal to
its Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable Review Date.
Proceed to the next Review Date.
The closing price of one
share of either Fund is less
than its Interest Barrier.
Compare the closing price of one share of each Fund to its Initial Value and its Interest Barrier on each Review Date until the
final Review Date or any earlier automatic call.
PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
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 the Contingent Interest Rate of 18.10% per annum, depending on how many Contingent Interest Payments are made
prior to automatic call or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
36
$543.0000
35
$527.9167
34
$512.8333
33
$497.7500
32
$482.6667
31
$467.5833
30
$452.5000
29
$437.4167
28
$422.3333
27
$407.2500
26
$392.1667
25
$377.0833
24
$362.0000
23
$346.9167
22
$331.8333
21
$316.7500
20
$301.6667
19
$286.5833
18
$271.5000
17
$256.4167
16
$241.3333
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment
applicable to the final Review Date
plus (c) any previously unpaid
Contingent Interest Payments for any
prior Review Dates.
The notes are not
automatically called.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Fund is greater than or
equal to its Trigger Value.
You will receive:
$1,000 + ($1,000 ×Lesser Performing
Fund Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of either Fund is less than its
Trigger Value.
PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
15
$226.2500
14
$211.1667
13
$196.0833
12
$181.0000
11
$165.9167
10
$150.8333
9
$135.7500
8
$120.6667
7
$105.5833
6
$90.5000
5
$75.4167
4
$60.3333
3
$45.2500
2
$30.1667
1
$15.0833
0
$0.0000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Funds, assuming a range of performances for the
hypothetical Lesser Performing Fund on the Review Dates. Solely for purposes of this section, the Lesser Performing Fund with
respect to each Review Date is the lesser performing of the Funds determined based on the closing price of one share of each
Fund on that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
• an Initial Value for each Fund of $100.00;
• an Interest Barrier and a Trigger Value for each Fund of $60.00 (equal to 60.00% of its hypothetical Initial Value); and
• a Contingent Interest Rate of 18.10% per annum.
The hypothetical Initial Value of each Fund of $100.00 has been chosen for illustrative purposes only and does not represent the actual
Initial Value of either Fund. The actual Initial Value of each Fund is the closing price of one share of that Fund on the Pricing Date and
is specified under “Key Terms — Initial Value” in this pricing supplement. For historical data regarding the actual closing prices of one
share of each Fund, please see the historical information set forth under “The Funds” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 — Notes are automatically called on the twelfth Review Date.
Date
Closing Price of One Share of
Lesser Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$105.00
$15.0833
Second Review Date
$110.00
$15.0833
Third through Eleventh
Review Dates
Greater than Initial Value
$15.0833
Twelfth Review Date
$115.00
$1,015.0833
Total Payment
$1,181.00 (18.10% return)
Because the closing price of one share of each Fund on the twelfth 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 $1,015.0833 (or $1,000 plus the Contingent
Interest Payment applicable to the twelfth Review Date), payable on the applicable Call Settlement Date. The notes are not
automatically callable before the twelfth Review Date, even though the closing price of one share of each Fund on each of the first
PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
through eleventh Review Dates is greater than its Initial Value. When added to the Contingent Interest Payments received with respect
to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,181.00. No further payments will be
made on the notes.
Example 2 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is greater than or
equal to its Trigger Value.
Date
Closing Price of One Share of
Lesser Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$95.00
$15.0833
Second Review Date
$85.00
$15.0833
Third through Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,512.8333
Total Payment
$1,543.00 (54.30% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Fund is greater than or equal to its
Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,512.8333 (or $1,000 plus the Contingent
Interest Payment applicable to the final Review Date plus the unpaid Contingent Interest Payments for any prior Review Dates). When
added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000
principal amount note, is $1,543.00.
Example 3 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is less than its
Trigger Value.
Date
Closing Price of One Share of
Lesser Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Thirty-Fifth
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 Lesser Performing Fund is less than its Trigger Value and
the Lesser Performing Fund Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of either
Fund is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Lesser Performing Fund is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 40.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
• THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date (and we
will pay you any previously unpaid Contingent Interest Payments for any prior Review Dates) only if the closing price of one share
of each Fund on that Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of either Fund on
a Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. You
will not receive any unpaid Contingent Interest Payments if the closing price of one share of either Reference Stock on each
subsequent Review Date is less than its Interest Barrier. Accordingly, if the closing price of one share of either Fund on each
Review Date is less than its Interest Barrier, you will not receive any interest payments over the term of the notes.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of either Fund, which may be significant. You will not participate in any appreciation of either Fund.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND —
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by either of the Funds over the term of the notes may result in the notes not being
automatically called on a Review Date, may negatively affect 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 the other Fund.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of either Fund 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 Lesser Performing Fund.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year 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.
PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
• YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR ITS UNDERLYING ASSET.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS —
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see “The Underlyings — Funds — Discontinuation or Modification of a Fund” in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
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 IS 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 exceeds 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 Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, estimated hedging
costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue
price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market
transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged
a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic
platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the prices of one share of the Funds. Additionally, independent pricing vendors and/or third party broker-dealers may
publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or
lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the
notes will be impacted by many economic and market factors” in the accompanying product supplement.
Risks Relating to the Funds
• THE FUNDS ARE NOT INVESTMENT COMPANIES OR COMMODITY POOLS AND WILL NOT BE SUBJECT TO
REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE
ACT, AS AMENDED —
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING ASSET AS WELL AS
THE NET ASSET VALUE PER SHARE —
The iShares® Bitcoin Trust ETF does not fully replicate the performance of bitcoin, which we refer to as the underlying asset with
respect to the iShares® Bitcoin Trust ETF, and the iShares® Ethereum Trust ETF does not fully replicate the performance of ether,
which we refer to as the underlying asset with respect to the iShares® Ethereum Trust ETF, due to the fees and expenses charged
by each Fund or by restrictions on access to its relevant underlying asset due to other circumstances. Additionally, there is a risk
that part or all of a Fund’s holdings in its underlying asset could be lost, stolen or destroyed. Access to that Fund’s underlying
asset could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack or
cyberattack). All of these factors may lead to a lack of correlation between the performance of each Fund and its underlying asset.
In addition, because the shares of each Fund are traded on a securities exchange and are subject to market supply and investor
demand, the market value of one share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, a Fund’s underlying asset may be unavailable in the secondary market, market participants may
be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be adversely
affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of a Fund.
Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and
sell shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary substantially from
the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may not correlate with
PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
the performance of its underlying asset as well as the net asset value per share of that Fund, which could materially and adversely
affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• VOLATILITY RISK —
Greater expected volatility with respect to each Fund indicates a greater likelihood as of the Pricing Date that the closing price of
one share of that Fund on any Review Date could be less than its Interest Barrier or that the Final Value of that Fund could be less
than its Trigger Value if the notes have not been automatically called. Each Fund’s volatility, however, can change significantly
over the term of the notes. The closing price of one share of each Fund could fall sharply during the term of the notes, which could
result in you losing one or more, or all, of the Contingent Interest Payments or a significant portion or all of your principal amount at
maturity. In addition, because each Fund is linked to a single asset, not a diverse basket or a broad-based index, the notes carry
greater risk and may be more volatile than securities linked to the values of a diverse basket or a broad-based index.
Furthermore, bitcoin and ether have historically exhibited high price volatility relative to more traditional asset classes
and have experienced extreme volatility in recent periods and may continue to do so, which may increase the volatility of
the respective Funds.
• THE NOTES ARE SUBJECT TO RISKS RELATING TO BITCOIN AND ETHER AND THE BITCOIN NETWORK AND
ETHEREUM NETWORK —
The iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF offer exposure to bitcoin and ether, respectively. Bitcoin
and ether are digital assets designed to act as a medium of exchange and do not represent legal tender. Use of bitcoin and ether
in the retail and commercial marketplace is relatively limited. Bitcoin and ether generally operate without central authority or banks
and are not backed by any government or organized governing body. Digital assets such as bitcoin and ether are new and novel
products, and their value is influenced by a wide variety of factors that are uncertain and difficult to evaluate. Information about
bitcoin and ether holdings is limited, as ownership of bitcoin and ether is semi-anonymous and the supply of accessible bitcoin and
ether is unknown.
Bitcoin and ether are an emerging asset class, and regulation in the United States is still developing, including with respect to
market integrity, anti-fraud, anti-manipulation, cybersecurity, surveillance and anti-money laundering. Federal, state and/or foreign
governments may restrict the use and exchange of bitcoin or ether and any such regulatory actions may adversely affect the value
of bitcoin or ether. Bitcoin and ether and bitcoin network and ethereum network face significant challenges to scaling. Bitcoin and
ether have been and may continue to be subject to extreme market volatility.
Competition from other digital assets or so-called “central bank digital currencies” could adversely affect the value of bitcoin or
ether. Political or economic crises may motivate large-scale sales of bitcoin or ether, which could result in a reduction in the prices
of bitcoin or ether and adversely affect an investment in the notes. Concerns about the perceived or actual environmental or other
risks associated with, or bad publicity regarding, bitcoin or ether may lead to decreased participation in the bitcoin network or
ethereum network, as applicable, or decreased interest in or use of bitcoin or ether, as applicable, which could adversely affect the
value of bitcoin or either and therefore the value of and return on the notes. The value of bitcoin or ether may fall sharply, and
potentially to zero, causing you to lose a significant portion or all of your principal amount at maturity. If bitcoin or ether continues
to be subject to sharp fluctuations, the relevant Fund and the notes may be adversely affected.
The value of bitcoin or ether could be adversely affected by the actions of bitcoin miners and ether validators respectively. Your
investment in the notes could also be adversely affected by a temporary or permanent “fork” (or “split”) of the bitcoin network or
ethereum network and the blockchain, with one version running pre-modified software and the other running modified software.
Even when held indirectly, investment vehicles like the Funds may be affected by the high volatility associated with bitcoin or ether
exposure, as applicable. Bitcoin and ether are susceptible to theft, loss, destruction and fraud.
Bitcoin and ether exchanges and other trading venues on which bitcoin and ether trade are also relatively new and, in most cases,
largely unregulated and may therefore be more exposed to operational problems, fraud and failure than established, regulated
exchanges for securities, derivatives and other currencies. Bitcoin and ether exchanges may stop operating or permanently shut
down due to fraud, technical glitches, internet disruptions, hackers or malware (e.g., intentional network attacks), which may also
affect the prices of bitcoin and ether. Events that negatively affect bitcoin or ether may negatively affect the performance of the
relevant Fund and the notes.
Ether trading relies on new technologies that may be exposed to operational problems. For example, smart contracts, including
those relating to decentralized finance applications, are a new technology and their ongoing development and operation may result
in problems, which could reduce the demand for ether or cause a wider loss of confidence in the ethereum network, either of which
could have an adverse impact on the value of ether.
PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
• LIMITED TRADING HISTORY —
The iShares® Bitcoin Trust ETF commenced trading on The Nasdaq Stock Market on January 11, 2024 and the iShares® Ethereum
Trust ETF commenced trading on The Nasdaq Stock Market on July 23, 2024 and therefore each has limited historical
performance. Accordingly, historical information for each of these Funds is available only since the applicable date above. Past
performance should not be considered indicative of future performance.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
PS-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
The Funds
The iShares® Bitcoin Trust ETF is an exchange-traded fund that seeks to reflect generally the performance of the price of bitcoin before
the payment of its expenses and liabilities. The assets of the iShares® Bitcoin Trust ETF consist primarily of bitcoin held by the bitcoin
custodian on behalf of the iShares® Bitcoin Trust ETF. For additional information about the iShares® Bitcoin Trust ETF, see “Fund
Descriptions — The iShares® Bitcoin Trust ETF” in the accompanying underlying supplement.
The iShares® Ethereum Trust ETF is an exchange-traded fund that seeks to reflect generally the performance of the price of ether
before the payment of its expenses and liabilities. The assets of the iShares® Ethereum Trust ETF consist primarily of ether held by the
ether custodian on behalf of the iShares® Ethereum Trust ETF. For additional information about the iShares® Ethereum Trust ETF, see
“Fund Descriptions — The iShares® Ethereum Trust ETF” in the accompanying underlying supplement.
Historical Information
The following graphs set forth (i) the historical performance of the iShares® Bitcoin Trust ETF based on the weekly historical closing
prices of one share of that Fund from January 12, 2024 through September 25, 2026 and (ii) the historical performance of the iShares®
Ethereum Trust ETF based on the weekly historical closing prices of one share of that Fund from July 26, 2024 through September 25,
2026. The iShares® Bitcoin Trust ETF commenced trading on The Nasdaq Stock Market on January 11, 2024 and the iShares®
Ethereum Trust ETF commenced trading on The Nasdaq Stock Market on July 23, 2024 and therefore each has limited historical
performance. The closing price of one share of the iShares® Bitcoin Trust ETF on September 29, 2026 was $47.33. The closing price
of one share of the iShares® Ethereum Trust ETF on September 29, 2026 was $20.28. We obtained the closing prices above and
below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing prices above and below
may have been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of either Fund on any Review Date. There can be no assurance that the performance
of the Funds will result in the return of any of your principal amount or the payment of any interest.
PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. In
determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward
contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section
entitled “United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial
Contracts with Associated Coupons” in the accompanying prospectus supplement. Based on the advice of Davis Polk & Wardwell LLP,
our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a
court may adopt, in which case the timing and character of any income or loss on the notes could be materially affected. In addition, in
2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the
instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury
regulations or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an
investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying prospectus supplement do
not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should
consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible
alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an
applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2029 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, our special tax counsel is of the
opinion that Section 871(m) should 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
PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
circumstances, including whether you enter into other transactions with respect to an Underlying Security. 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, 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 is lower than the original issue price of the notes because costs associated with selling, structuring
and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if any, paid for
third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be influenced by
market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A
portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers,
and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks Relating
to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is 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
PS-14 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
(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 Funds” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to (x)(i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee
or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal
amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion is given as of the date
hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware
Limited Liability Company Act, except that such counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to
JPMorgan Financial or JPMorgan Chase & Co., the indenture, the notes, the related guarantee (together with the indenture and the
notes, the “Documents”) or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any
party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law,
rule or regulation relating to national security. In addition, this opinion is subject to customary assumptions about the trustee’s
authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature and
enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2026, which was
filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2026.
Additional Terms Specific to the Notes
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-15 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the iShares® Bitcoin Trust ETF and the iShares® Ethereum Trust ETF
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:
• Underlying supplement no. 1-I dated April 17, 2026:
• Prospectus supplement and prospectus, each dated April 17, 2026:
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.