PS-1 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street® SPDR®
S&P® Regional Banking ETF and the VanEck® Semiconductor 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 State Street® SPDR® S&P® Regional Banking ETF
(Bloomberg ticker: KRE) and the VanEck® Semiconductor ETF
(Bloomberg ticker: SMH)
Call Premium Amount: The Call Premium Amount with respect to
each Review Date is set forth below:
• first Review Date:
at least 13.15000% × $1,000
• second Review Date:
at least 14.24583% × $1,000
• third Review Date:
at least 15.34167% × $1,000
• fourth Review Date:
at least 16.43750% × $1,000
• fifth Review Date:
at least 17.53333% × $1,000
• sixth Review Date:
at least 18.62917% × $1,000
• seventh Review Date:
at least 19.72500% × $1,000
• eighth Review Date:
at least 20.82083% × $1,000
• ninth Review Date:
at least 21.91667% × $1,000
• tenth Review Date:
at least 23.01250% × $1,000
• eleventh Review Date:
at least 24.10833% × $1,000
• twelfth Review Date:
at least 25.20417% × $1,000
• thirteenth Review Date:
at least 26.30000% × $1,000
• fourteenth Review Date:
at least 27.39583% × $1,000
• fifteenth Review Date:
at least 28.49167% × $1,000
• sixteenth Review Date:
at least 29.58750% × $1,000
• seventeenth Review Date:
at least 30.68333% × $1,000
• eighteenth Review Date:
at least 31.77917% × $1,000
• nineteenth Review Date:
at least 32.87500% × $1,000
• twentieth Review Date:
at least 33.97083% × $1,000
• twenty-first Review Date:
at least 35.06667% × $1,000
• twenty-second Review Date:
at least 36.16250% × $1,000
• twenty-third Review Date:
at least 37.25833% × $1,000
• twenty-fourth Review Date:
at least 38.35417% × $1,000
• twenty-fifth Review Date:
at least 39.45000% × $1,000
• twenty-sixth Review Date:
at least 40.54583% × $1,000
• twenty-seventh Review Date:
at least 41.64167% × $1,000
• twenty-eighth Review Date:
at least 42.73750% × $1,000
• twenty-ninth Review Date:
at least 43.83333% × $1,000
• thirtieth Review Date:
at least 44.92917% × $1,000
• thirty-first Review Date:
at least 46.02500% × $1,000
• thirty-second Review Date:
at least 47.12083% × $1,000
• thirty-third Review Date:
at least 48.21667% × $1,000
• thirty-fourth Review Date:
at least 49.31250% × $1,000
• thirty-fifth Review Date:
at least 50.40833% × $1,000
• thirty-sixth Review Date:
at least 51.50417% × $1,000
• thirty-seventh Review Date:
at least 52.60000% × $1,000
• thirty-eighth Review Date:
at least 53.69583% × $1,000
• thirty-ninth Review Date:
at least 54.79167% × $1,000
• fortieth Review Date:
at least 55.88750% × $1,000
• forty-first Review Date:
at least 56.98333% × $1,000
• forty-second Review Date:
at least 58.07917% × $1,000
• forty-third Review Date:
at least 59.17500% × $1,000
• forty-fourth Review Date:
at least 60.27083% × $1,000
• forty-fifth Review Date:
at least 61.36667% × $1,000
• forty-sixth Review Date:
at least 62.46250% × $1,000
• forty-seventh Review Date:
at least 63.55833% × $1,000
• forty-eighth Review Date:
at least 64.65417% × $1,000
• final Review Date:
at least 65.75000% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: With respect to each Fund, 100.00% of its Initial Value
Barrier Amount: With respect to each Fund, 50.00% of its Initial
Value
Pricing Date: On or about April 17, 2026
Original Issue Date (Settlement Date): On or about April 22, 2026
Review Dates*: April 22, 2027, May 17, 2027, June 17, 2027, July
19, 2027, August 17, 2027, September 17, 2027, October 18, 2027,
November 17, 2027, December 17, 2027, January 18, 2028,
February 17, 2028, March 17, 2028, April 17, 2028, May 17, 2028,
June 20, 2028, July 17, 2028, August 17, 2028, September 18,
2028, October 17, 2028, November 17, 2028, December 18, 2028,
January 17, 2029, February 20, 2029, March 19, 2029, April 17,
2029, May 17, 2029, June 18, 2029, July 17, 2029, August 17,
2029, September 17, 2029, October 17, 2029, November 19, 2029,
December 17, 2029, January 17, 2030, February 19, 2030, March
18, 2030, April 17, 2030, May 17, 2030, June 17, 2030, July 17,
2030, August 19, 2030, September 17, 2030, October 17, 2030,
November 18, 2030, December 17, 2030, January 17, 2031,
February 18, 2031, March 17, 2031 and April 17, 2031 (final
Review Date)
Call Settlement Dates*: April 27, 2027, May 20, 2027, June
23, 2027, July 22, 2027, August 20, 2027, September 22,
2027, October 21, 2027, November 22, 2027, December 22,
2027, January 21, 2028, February 23, 2028, March 22, 2028,
April 20, 2028, May 22, 2028, June 23, 2028, July 20, 2028,
August 22, 2028, September 21, 2028, October 20, 2028,
November 22, 2028, December 21, 2028, January 22, 2029,
February 23, 2029, March 22, 2029, April 20, 2029, May 22,
2029, June 22, 2029, July 20, 2029, August 22, 2029,
September 20, 2029, October 22, 2029, November 23, 2029,
December 20, 2029, January 23, 2030, February 22, 2030,
March 21, 2030, April 23, 2030, May 22, 2030, June 21, 2030,
July 22, 2030, August 22, 2030, September 20, 2030, October
22, 2030, November 21, 2030, December 20, 2030, January
23, 2031, February 21, 2031, March 20, 2031 and the Maturity
Date
Maturity Date*: April 22, 2031
Automatic Call:
If the closing price of one share of each Fund on any Review
Date is greater than or equal to its Call 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 Call
Premium Amount applicable to that Review Date, payable on
the applicable Call Settlement Date. No further payments will
be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Fund is greater than or equal to its Barrier
Amount, you will receive the principal amount of your notes at
maturity.
If the notes have not been automatically called and the Final
Value of either Fund is less than its Barrier Amount, 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 Barrier Amount, you will
lose more than 50.00% 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
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
PS-8 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street® SPDR®
S&P® Regional Banking ETF and the VanEck® Semiconductor ETF
Risks Relating to the Funds
• THERE ARE RISKS ASSOCIATED WITH THE FUNDS -
The Funds are subject to management risk, which is the risk that the investment strategies of the applicable Fund's investment
adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These
constraints could adversely affect the market prices of the shares of the Funds and, consequently, the value of the notes.
• 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 INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE-
Each Fund does not fully replicate its Underlying Index (as defined under "The Funds" below) and may hold securities different
from those included in its Underlying Index. In addition, the performance of each Fund will reflect additional transaction costs and
fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between
the performance of each Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying a Fund (such as mergers and spin-offs) may impact the variance between the performances of that Fund and its
Underlying Index. Finally, 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, securities underlying each Fund 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 the performance of its Underlying Index 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.
• RISKS ASSOCIATED WITH THE BANKING INDUSTRY WITH RESPECT TO THE STATE STREET® SPDR® S&P® REGIONAL
BANKING ETF -
All or substantially all of the equity securities held by the State Street® SPDR® S&P® Regional Banking ETF are issued by
companies whose primary line of business is directly associated with the banking industry. As a result, the value of the notes may
be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this
industry than a different investment linked to securities of a more broadly diversified group of issuers. The performance of bank
stocks may be affected by extensive governmental regulation, which may limit both the amounts and types of loans and other
financial commitments they can make, the interest rates and fees they can charge and the amount of capital they must maintain.
Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates
change. Credit losses resulting from financial difficulties of borrowers can negatively impact the banking companies. Banks may
also be subject to severe price competition. Competition is high among banking companies and failure to maintain or increase
market share may result in lost market share. These factors could affect the banking industry and could affect the value of the
equity securities held by the State Street® SPDR® S&P® Regional Banking ETF and the price of the State Street® SPDR® S&P®
Regional Banking ETF during the term of the notes, which may adversely affect the value of your notes.
• RISKS ASSOCIATED WITH THE SEMICONDUCTOR INDUSTRY WITH RESPECT TO THE VANECK® SEMICONDUCTOR ETF
-
All or substantially all of the equity securities held by the VanEck® Semiconductor ETF are issued by companies whose primary
line of business is directly associated with the semiconductor industry. As a result, the value of the notes may be subject to greater
volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a
different investment linked to securities of a more broadly diversified group of issuers. Competitive pressures may have a
significant effect on the financial condition of companies in the semiconductor industry. As product cycles shorten and
manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing, which hampers
profitability. Semiconductor companies are vulnerable to wide fluctuations in securities prices due to rapid product obsolescence.
Many semiconductor companies may not successfully introduce new products, develop and maintain a loyal customer base or
achieve general market acceptance for their products, and failure to do so could have a material adverse effect on their business,
results of operations and financial condition. Reduced demand for end-user products, underutilization of manufacturing capacity,
and other factors could adversely impact the operating results of companies in the semiconductor industry. Semiconductor
companies typically face high capital costs and these companies may need additional financing, which may be difficult to obtain.
They also may be subject to risks relating to research and development costs and the availability and price of components.
PS-12 | Structured Investments
Review Notes Linked to the Lesser Performing of the State Street® SPDR®
S&P® Regional Banking ETF and the VanEck® Semiconductor ETF
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be impacted by many
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances. 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.