JPMorgan Chase & Co.
09/25/2026 | Press release | Distributed by Public on 09/25/2026 08:12
Primary Offering Prospectus (Form 424B2)
September 23, 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
$1,525,000
Callable Contingent Interest Notes Linked to the Lesser
Performing of the Nasdaq-100 Futures Excess ReturnTM
Index and the S&P 500® Futures Excess Return Index due
September 26, 2031
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 level of each of the Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures Excess
Return Index, which we refer to as the Indices, is greater than or equal to 75.00% of its Initial Value, which we refer to as
an Interest Barrier.
• If the closing level of each Index is greater than or equal to its Interest Barrier on any Review Date, investors will receive,
in addition to the Contingent Interest Payment with respect to that Review Date, any previously unpaid Contingent
Interest Payments for prior Review Dates.
• The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other
than the first, second, third and final Interest Payment Dates).
• The earliest date on which the notes may be redeemed early is September 28, 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 Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on September 23, 2026 and are expected to settle on or about September 28, 2026.
• CUSIP: 46661PAW7
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
$2.50
$997.50
Total
$1,525,000
$3,812.50
$1,521,187.50
(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 $2.50 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 $974.80 per $1,000 principal amount note. See
"The Estimated Value of the Notes" in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Nasdaq-100 Futures Excess ReturnTM Index
(Bloomberg ticker: NDXNQER) and the S&P 500® Futures Excess
Return Index (Bloomberg ticker: SPXFP)
Contingent Interest Payments: If the notes have not been
previously redeemed early and the closing level of each Index 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 $25.625 (equivalent to a Contingent Interest Rate of 10.25% per
annum, payable at a rate of 2.5625% per quarter), 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 level of each Index
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 level of either
Index on each subsequent Review Date is less than its Interest
Barrier.
Contingent Interest Rate: 10.25% per annum, payable at a rate of
2.5625% per quarter
Interest Barrier: With respect to each Index, 75.00% of its Initial
Value, which is 596.71058 for the Nasdaq-100 Futures Excess
ReturnTM Index and 459.8625 for the S&P 500® Futures Excess
Return Index
Trigger Value: With respect to each Index, 60.00% of its Initial
Value, which is 477.36846 for the Nasdaq-100 Futures Excess
ReturnTM Index and 367.89 for the S&P 500® Futures Excess
Return Index
Pricing Date: September 23, 2026
Original Issue Date (Settlement Date): On or about September
28, 2026
Review Dates*: December 23, 2026, March 23, 2027, June 23,
2027, September 23, 2027, December 23, 2027, March 23, 2028,
June 23, 2028, September 25, 2028, December 26, 2028, March
23, 2029, June 25, 2029, September 24, 2029, December 24, 2029,
March 25, 2030, June 24, 2030, September 23, 2030, December
23, 2030, March 24, 2031, June 23, 2031 and September 23, 2031
(final Review Date)
Interest Payment Dates*: December 29, 2026, March 29, 2027,
June 28, 2027, September 28, 2027, December 29, 2027, March
28, 2028, June 28, 2028, September 28, 2028, December 29, 2028,
March 28, 2029, June 28, 2029, September 27, 2029, December
28, 2029, March 28, 2030, June 27, 2030, September 26, 2030,
December 27, 2030, March 27, 2031, June 26, 2031 and the
Maturity Date
Maturity Date*: September 26, 2031
* 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
Early Redemption:
We, at our election, may redeem the notes early, in whole but not in
part, on any of the Interest Payment Dates (other than the first,
second, third and final Interest Payment Dates) at a price, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the immediately
preceding Review Date plus (c) if the Contingent Interest Payment
applicable to the immediately preceding Review Date is payable,
any previously unpaid Contingent Interest Payments for any prior
Review Dates. If we intend to redeem your notes early, we will
deliver notice to The Depository Trust Company, or DTC, at least
three business days before the applicable Interest Payment Date
on which the notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value of
each Index is greater than or equal to its Trigger Value, you will
receive a cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment, if any, applicable to the final Review Date plus (c) if the
Contingent Interest Payment applicable to the immediately
preceding Review Date is payable, any previously unpaid
Contingent Interest Payments for any prior Review Dates.
If the notes have not been redeemed early and the Final Value of
either Index is less than its Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Index Return)
If the notes have not been redeemed early and the Final Value of
either Index is less than its Trigger Value, you will lose more than
40.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
Lesser Performing Index: The Index with the Lesser Performing
Index Return
Lesser Performing Index Return: The lower of the Index Returns
of the Indices
Index Return:
With respect to each Index,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of that
Index on the Pricing Date, which was 795.6141 for the Nasdaq-100
Futures Excess ReturnTM Index and 613.15 for the S&P 500®
Futures Excess Return Index
Final Value: With respect to each Index, the closing level of that
Index on the final Review Date
PS-2 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
Supplemental Terms of the Notes
The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act, as amended (the
"Commodity Exchange Act"). The notes are offered pursuant to an exemption from regulation under the Commodity Exchange Act,
commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed to the
value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are not afforded any
protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading Commission.
How the Notes Work
Payments in Connection with the First, Second and Third Review Dates
Payments in Connection with Review Dates (Other than the First, Second, Third and Final Review Dates)
The closing level of each Index is greater than or
equal to its Interest Barrier.
The closing level of either Index is less than its
Interest Barrier.
First, Second and Third Review Dates
Compare the closing level of each Index to its Interest Barrier on each Review Date.
You will receive, on the applicable Interest Payment Date, (a) a
Contingent Interest Payment plus (b) any previously unpaid Contingent
Interest Payments for any prior Review Dates..
Proceed to the next Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Review Date.
Proceed to the next Review Date.
You will receive, on the applicable Interest
Payment Date, (a) $1,000 plus (b) a
Contingent Interest Payment plus (c) any
previously unpaid Contingent Interest
Payments for any prior Review Dates.
No further payments will be made on the
notes.
Compare the closing level of each Index to its Interest Barrier on each Review Date until the final Review Date or any early redemption.
Review Dates (Other than the First, Second, Third and Final Review Dates)
Early Redemption
The closing level of each Index is
greater than or equal to its
Interest Barrier.
The closing level of either Index is
less than its Interest Barrier.
You will receive, on the applicable
Interest Payment Date, (a) a
Contingent Interest Payment plus (b)
any previously unpaid Contingent
Interest Payments for any prior
Review Dates.
Proceed to the next Review Date.
No Contingent Interest Payment will
be made with respect to the
applicable Review Date.
Proceed to the next Review Date.
No Early Redemption
You will receive $1,000 on the applicable
Interest Payment Date.
No further payments will be made on the
notes.
PS-3 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
Payment at Maturity If the Notes Have Not Been Redeemed Early
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment, if any,
applicable to the final Review Date
plus (c) if the Contingent Interest
Payment applicable to the final Review
Date is payable, any previously unpaid
Contingent Interest Payments for any
prior Review Dates.
The notes have not been
redeemed early prior to the
final Review Date.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Index is greater than or
equal to its Trigger Value.
You will receive:
$1,000 + ($1,000 ×Lesser Performing
Index Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of either Index is less than its
Trigger Value.
PS-4 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
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 10.25% per annum, depending on how many Contingent Interest Payments are made
prior to early redemption or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
20
$512.500
19
$486.875
18
$461.250
17
$435.625
16
$410.000
15
$384.375
14
$358.750
13
$333.125
12
$307.500
11
$281.875
10
$256.250
9
$230.625
8
$205.000
7
$179.375
6
$153.750
5
$128.125
4
$102.500
3
$76.875
2
$51.250
1
$25.625
0
$0.000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Indices, assuming a range of performances for the
hypothetical Lesser Performing Index on the Review Dates. Solely for purposes of this section, the Lesser Performing Index with
respect to each Review Date is the lesser performing of the Indices determined based on the closing level of each Index on
that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
• the notes have not been redeemed early;
• an Initial Value for each Index of 100.00;
• an Interest Barrier for each Index of 75.00 (equal to 75.00% of its hypothetical Initial Value);
• a Trigger Value for each Index of 60.00 (equal to 60.00% of its hypothetical Initial Value); and
• a Contingent Interest Rate of 10.25% per annum.
The hypothetical Initial Value of each Index of 100.00 has been chosen for illustrative purposes only and does not represent the actual
Initial Value of either Index. The actual Initial Value of each Index is the closing level of that Index on the Pricing Date and is specified
under "Key Terms - Initial Value" in this pricing supplement. For historical data regarding the actual closing levels of each Index,
please see the historical information set forth under "The Indices" in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 - Notes have NOT been redeemed early and the Final Value of the Lesser Performing Index is greater than or
equal to its Trigger Value and its Interest Barrier.
Date
Closing Level of Lesser
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
95.00
$25.625
Second Review Date
85.00
$25.625
Third through Nineteenth
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,461.25
Total Payment
$1,512.50 (51.25% return)
PS-5 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
Because the notes have not been redeemed early and the Final Value of the Lesser Performing Index is greater than or equal to its
Trigger Value and its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,461.25 (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 $1,512.50.
Example 2 - Notes have NOT been redeemed early and the Final Value of the Lesser Performing Index is less than its Interest
Barrier but is greater than or equal to its Trigger Value.
Date
Closing Level of Lesser
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
95.00
$25.625
Second Review Date
85.00
$25.625
Third through Nineteenth
Review Dates
Less than Interest Barrier
$0
Final Review Date
65.00
$1,000.00
Total Payment
$1,051.25 (5.125% return)
Because the notes have not been redeemed early and the Final Value of the Lesser Performing Index is less than its Interest Barrier
but is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for each
$1,000 principal amount note, is $1,051.25.
Example 3 - Notes have NOT been redeemed early and the Final Value of the Lesser Performing Index is less than its Trigger
Value.
Date
Closing Level of Lesser
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third through Nineteenth
Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been redeemed early, the Final Value of the Lesser Performing Index is less than its Trigger Value and the
Lesser Performing Index Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. If the notes have not been redeemed early and the Final Value of either Index
is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Lesser
Performing Index is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 40.00% of your
principal amount at maturity and could lose all of your principal amount at maturity.
• THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
PS-6 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
If the notes have not been redeemed early, we will make a Contingent Interest Payment with respect to a Review Date (and we will
pay you any previously unpaid Contingent Interest Payments for any prior Review Dates) only if the closing level of each Index on
that Review Date is greater than or equal to its Interest Barrier. If the closing level of either Index 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 level of either Index on each subsequent Review Date is less than its Interest Barrier.
Accordingly, if the closing level of either Index 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 Index, which may be significant. You will not participate in any appreciation of either Index.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments on the notes are not linked to a basket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by either of the Indices over the term of the notes may negatively affect whether you will
receive a Contingent Interest Payment on any Interest Payment Date and your payment at maturity and will not be offset or
mitigated by positive performance by the other Index.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE -
If the Final Value of either Index is less than its Trigger Value and the notes have not been redeemed early, the benefit provided by
the Trigger Value will terminate and you will be fully exposed to any depreciation of the Lesser Performing Index.
• THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeem your notes early, the term of the notes may be reduced to as short as approximately one year and you will not
receive any Contingent Interest Payments after the applicable Interest Payment Date. There is no guarantee that you would be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar level of risk. Even in cases where we elect to redeem your notes before maturity, you are not entitled to any fees and
commissions described on the front cover of this pricing supplement.
PS-7 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
• YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE UNDERLYING FUTURES CONTRACTS OR THE SECURITIES
INCLUDED IN THE INDEX UNDERLYING ANY UNDERLYING FUTURES CONTRACT.
• THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
• LACK OF LIQUIDITY -
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our
obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See "The
Estimated Value of the Notes" in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
• 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).
PS-8 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
• 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 levels of the Indices. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price
for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk Factors -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Indices
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX, THE INDEX
UNDERLYING THE UNDERLYING FUTURES CONTRACTS OF THE S&P 500® FUTURES EXCESS RETURN 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 S&P 500® Futures Excess Return Index.
• AN INVESTMENT IN THE NOTES WILL BE SUBJECT TO RISKS ASSOCIATED WITH NON-U.S. SECURITIES WITH
RESPECT TO THE NASDAQ-100 FUTURES EXCESS RETURNTM INDEX -
Some of the equity securities included in the Nasdaq-100 Index®, the index underlying the Nasdaq-100 Futures Excess ReturnTM
Index's Underlying Futures Contracts (as defined under "The Indices" below), have been issued by non-U.S. companies.
Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of
the issuers of those non-U.S. equity securities. The prices of securities issued by non-U.S. companies may be affected by political,
economic, financial and social factors in the home countries of those issuers, or global regions, including changes in government,
economic and fiscal policies and currency exchange laws.
• EACH INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH THE APPLICABLE UNDERLYING FUTURES
CONTRACTS -
Each Index tracks the excess return of the applicable Underlying Futures Contracts (as defined under "The Indices" below). The
price of an Underlying Futures Contract depends not only on the level of the underlying index referenced by that Underlying
Futures Contract, but also on a range of other factors, including but not limited to the performance and volatility of the U.S. stock
market, corporate earnings reports, geopolitical events, governmental and regulatory policies and the policies of the Chicago
Mercantile Exchange on which the applicable Underlying Futures Contracts trade. In addition, the futures markets are subject to
temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of
speculators and government regulation and intervention. These factors and others can cause the prices of the applicable
Underlying Futures Contracts to be volatile and could adversely affect the level of the Indices and any payments on, and the value
of, your notes.
• SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE APPLICABLE UNDERLYING FUTURES CONTRACTS MAY
ADVERSELY AFFECT THE VALUE OF YOUR NOTES -
Futures markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, the
participation of speculators, and government regulation and intervention. In addition, futures exchanges generally have regulations
that limit the amount of the applicable Underlying Futures Contract price fluctuations that may occur in a single day. These limits
are generally referred to as "daily price fluctuation limits" and the maximum or minimum price of a contract on any given day as a
result of those limits is referred to as a "limit price." Once the limit price has been reached in a particular contract, no trades may
be made at a price beyond the limit, or trading may be limited for a set period of time. Limit prices have the effect of precluding
trading in a particular contract or forcing the liquidation of contracts at potentially disadvantageous times or prices. These
PS-9 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
circumstances could delay the calculation of the level of each Index and could adversely affect the level of each Index and any
payments on, and the value of, your notes.
• THE PERFORMANCE OF EACH INDEX WILL DIFFER FROM THE PERFORMANCE OF THE INDEX UNDERLYING ITS
UNDERLYING FUTURES CONTRACTS -
A variety of factors can lead to a disparity between the performance of a futures contract on an equity index and the performance
of that equity index, including the expected dividend yields of the equity securities included in that equity index, an implicit financing
cost associated with futures contracts and policies of the exchange on which the futures contracts are traded, such as margin
requirements. Thus, a decline in expected dividend yields or an increase in margin requirements may adversely affect the
performance of each Index. In addition, the implicit financing cost will negatively affect the performance of each Index, with a
greater negative effect when market interest rates are higher. During periods of high market interest rates, each Index is likely to
underperform the equity index underlying its Underlying Futures Contracts, perhaps significantly.
• NEGATIVE ROLL RETURNS ASSOCIATED WITH THE APPLICABLE UNDERLYING FUTURES CONTRACTS MAY
ADVERSELY AFFECT THE LEVEL OF THE INDEX AND THE VALUE OF THE NOTES -
Each Index tracks the excess return of the applicable Underlying Futures Contracts. Unlike common equity securities, futures
contracts, by their terms, have stated expirations. As the exchange-traded Underlying Futures Contracts approach expiration, they
are replaced by contracts of the same series that have a later expiration. For example, an Underlying Futures Contract notionally
purchased and held in June may specify a September expiration date. As time passes, the contract expiring in September is
replaced by a contract for delivery in December. This is accomplished by notionally selling the September contract and notionally
purchasing the December contract. This process is referred to as "rolling." Excluding other considerations, if prices are higher in
the distant delivery months than in the nearer delivery months, the notional purchase of the December contract would take place at
a price that is higher than the price of the September contract, thereby creating a negative "roll return." Negative roll returns
adversely affect the returns of the applicable Underlying Futures Contracts and, therefore, the level of each Index and any
payments on, and the value of, the notes. Because of the potential effects of negative roll returns, it is possible for the level of
each Index to decrease significantly over time, even when the levels of the underlying index referenced by the applicable
Underlying Futures Contracts are stable or increasing.
• HYPOTHETICAL BACK-TESTED DATA RELATING TO THE NASDAQ-100 FUTURES EXCESS RETURNTM INDEX DO NOT
REPRESENT ACTUAL HISTORICAL DATA AND ARE SUBJECT TO INHERENT LIMITATIONS -
The hypothetical back-tested performance of the Nasdaq-100 Futures Excess ReturnTM Index set forth under "The Indices" in this
pricing supplement is purely theoretical and does not represent the actual historical performance of the Nasdaq-100 Futures
Excess ReturnTM Index and has not been verified by an independent third party. Hypothetical back-tested performance measures
have inherent limitations. Alternative modelling techniques might produce significantly different results and may prove to be more
appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative of future results. This type
of information has inherent limitations and you should carefully consider these limitations before placing reliance on such
information. Hypothetical back-tested performance is derived by means of the retroactive application of a back-tested model that
has been designed with the benefit of hindsight.
• OTHER KEY RISKS:
o THE NASDAQ-100 FUTURES EXCESS RETURNTM INDEX, WHICH WAS ESTABLISHED ON APRIL 1, 2024, HAS LIMITED
OPERATING HISTORY AND MAY PERFORM IN UNANTICIPATED WAYS.
o EACH INDEX COMPRISES NOTIONAL ASSETS AND LIABILITIES. THERE IS NO ACTUAL PORTFOLIO OF ASSETS TO
WHICH ANY PERSON IS ENTITLED OR IN WHICH ANY PERSON HAS ANY OWNERSHIP INTEREST.
PS-10 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
The Indices
The Nasdaq-100 Futures Excess ReturnTM Index measures the performance of the nearest maturing quarterly E-mini® Nasdaq-100®
futures contracts (Symbol: NQ) (with respect to the Nasdaq-100 Futures Excess ReturnTM Index, the "Underlying Futures Contracts")
trading on the Chicago Mercantile Exchange. E-mini® Nasdaq-100® futures contracts are U.S. dollar-denominated futures contracts
based on the Nasdaq-100 Index®. The Nasdaq-100 Index® is a modified market capitalization-weighted index that is designed to
measure the performance of 100 of the largest non-financial companies listed on The Nasdaq Stock Market. For additional information
about the Nasdaq-100 Futures Excess ReturnTM Index, see "Equity Futures Index Descriptions - The Nasdaq-100 Futures Excess
ReturnTM Index" in the accompanying underlying supplement, as supplemented by the following updated information relating to the
Nasdaq-100 Index®.
Nasdaq, Inc. ("Nasdaq"), the index sponsor of the Nasdaq-100 Index®, recently implemented several changes to the methodology of
the Nasdaq-100 Index®, including changes to the determination of market capitalization for purposes of constituent selection and
weighting, the introduction of an expedited "Fast Entry" process for certain large companies, the removal of the minimum free float
requirement for constituent selection and the introduction of a cap on the share count used to determine the weighting of low-float
securities. These changes became effective on May 1, 2026, with certain constituent and rebalancing adjustments first implemented
during the June 2026 quarterly review. The information set forth below supersedes the information regarding the Nasdaq-100 Index®
included in the accompanying underlying supplement to the extent inconsistent therewith.
Under the updated methodology, Nasdaq uses different measures of market capitalization for constituent selection and constituent
weighting. For purposes of constituent selection, Nasdaq now uses "Full Market Capitalization." For companies with direct (non-ADR)
listings and companies represented by an American depositary receipt ("ADR") that serves as a company's primary global listing (a
"Primary ADR"), Full Market Capitalization includes both listed and unlisted shares. For companies represented by an ADR where the
underlying shares serve as the company's primary global listing and are listed on a foreign exchange (a "Non-Primary ADR"), Full
Market Capitalization is based solely on the value of the listed depositary shares, and foreign-listed underlying shares and unlisted
shares are excluded. For purposes of constituent weighting, Nasdaq uses "Modified Market Capitalization," which takes into account
only eligible listed share classes and disregards foreign-listed and unlisted shares.
In addition, the updated methodology eliminates the minimum free float requirement for inclusion in the Nasdaq-100 Index®, although
the Modified Market Capitalization used for constituent weighting imposes a limitation on the weightings of low-float securities.
Specifically, for purposes of determining Modified Market Capitalization, each low-float security's share count is limited to the lesser of
(i) its reported total shares outstanding ("TSO") (or, in the case of an ADR, its listed ADR shares outstanding), and (ii) three times its
free-floating shares or free-floating ADR shares, as applicable. Other than as a direct result of corporate actions, the Nasdaq-100
Index® also no longer implements ad-hoc intra-quarter adjustments to a security's TSO between scheduled rebalancing events.
The updated methodology also introduces a "Fast Entry" process under which newly eligible securities, including both initial public
offerings and companies that have recently transferred their listing to an eligible exchange, may be added to the Nasdaq-100 Index® on
an expedited basis if their Full Market Capitalization would rank within the top 40 current index constituents and they satisfy the
applicable eligibility criteria. A Fast Entry inclusion will not require the removal of an existing constituent and may temporarily increase
the number of constituents in the Nasdaq-100 Index® above 100.
The updated methodology further provides for quarterly rebalances in March, June and September. During quarterly rebalances, the
index shares of each constituent are adjusted for changes in TSO, index shares of low-float securities are adjusted to reflect changes in
float, constituents ranked outside the top 125 by Full Market Capitalization are removed and, if necessary, replaced, and certain
additional companies whose Full Market Capitalization ranks within the top 40 of current index constituents may be added without
requiring a corresponding removal. Securities added to the Nasdaq-100 Index® between annual reconstitutions, including through the
Fast Entry process, as intra-quarter replacements or as part of a March, June or September quarterly rebalance, will have their initial
index weightings determined using a linear interpolation process based on their Modified Market Capitalization ranking.
The S&P 500® Futures Excess Return Index measures the performance of a rolling position in the nearest maturing quarterly E-mini®
S&P 500® futures contracts (Symbol: ES) (with respect to the S&P 500® Futures Excess Return Index, the "Underlying Futures
Contracts") trading on the Chicago Mercantile Exchange. E-mini® S&P 500® futures contracts are U.S. dollar-denominated futures
contracts based on the S&P 500® Index. The S&P 500® 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 S&P 500®
Futures Excess Return Index, see "Equity Futures Index Descriptions - The S&P 500® Futures Excess Return Index" in the
accompanying underlying supplement.
Hypothetical Back-Tested Data and Historical Information
The following graphs set forth the hypothetical back-tested performance of the Nasdaq-100 Futures Excess ReturnTM Index based on
the weekly hypothetical back-tested closing levels of the Nasdaq-100 Futures Excess ReturnTM Index from January 8, 2021 through
PS-11 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
March 28, 2024 and the historical performance of the Nasdaq-100 Futures Excess ReturnTM Index based on the weekly historical
closing levels of the Nasdaq-100 Futures Excess ReturnTM Index from April 5, 2024 through September 18, 2026 and the historical
performance of the S&P 500® Futures Excess Return Index based on the weekly historical closing levels of the S&P 500® Futures
Excess Return Index from January 8, 2021 through September 18, 2026. The Nasdaq-100 Futures Excess ReturnTM Index was
established on April 1, 2024, as represented by the vertical line in the applicable graph below. All data to the left of that vertical line
reflect hypothetical back-tested performance of the Nasdaq-100 Futures Excess ReturnTM Index. All data to the right of that vertical line
reflect actual historical performance of the Nasdaq-100 Futures Excess ReturnTM Index. The closing level of the Nasdaq-100 Futures
Excess ReturnTM Index on September 23, 2026 was 795.6141. The closing level of the S&P 500® Futures Excess Return Index on
September 23, 2026 was 613.15. We obtained the closing levels above and below from the Bloomberg Professional® service
("Bloomberg"), without independent verification.
The data for the hypothetical back-tested performance of the Nasdaq-100 Futures Excess ReturnTM Index set forth below are purely
theoretical and do not represent the actual historical performance of the Nasdaq-100 Futures Excess ReturnTM Index. See "Selected
Risk Considerations - Risks Relating to the Indices - Hypothetical Back-Tested Data Relating to the Nasdaq-100 Futures Excess
ReturnTM Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations" above.
The hypothetical back-tested closing levels of the Nasdaq-100 Futures Excess ReturnTM and historical closing levels of each Index
should not be taken as an indication of future performance, and no assurance can be given as to the closing level of either Index on any
Review Date. There can be no assurance that the performance of the Indices will result in the return of any of your principal amount or
the payment of any interest.
The hypothetical back-tested closing levels of the Nasdaq-100 Futures Excess ReturnTM Index have inherent limitations and have not
been verified by an independent third party. These hypothetical back-tested closing levels are determined by means of a retroactive
application of a back-tested model designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a
guarantee of future returns. No representation is made that an investment in the notes will or is likely to achieve returns similar to those
shown. Alternative modeling techniques or assumptions would produce different hypothetical back-tested closing levels of the Nasdaq-
100 Futures Excess ReturnTM Index that might prove to be more appropriate and that might differ significantly from the hypothetical
back-tested closing levels of the Nasdaq-100 Futures Excess ReturnTM Index set forth above.
PS-12 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
Tax Treatment
You should review carefully the section entitled "United States Federal Taxation" in the accompanying prospectus supplement. In
determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward
contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section
entitled "United States Federal Taxation - Tax Consequences to U.S. Holders - Program Securities Treated as Prepaid Financial
Contracts with Associated Coupons" in the accompanying prospectus supplement. Based on the advice of Davis Polk & Wardwell LLP,
our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a
court may adopt, in which case the timing and character of any income or loss on the notes could be materially affected. In addition, in
2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward
contracts" and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the
instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury
regulations or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an
investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying prospectus supplement do
not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should
consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible
alternative treatments and the issues presented by the notice described above.
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
PS-13 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
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. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes 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
PS-14 | Structured Investments
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See "Selected Risk Considerations -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Indices" in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
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
Callable Contingent Interest Notes Linked to the Lesser Performing of the
Nasdaq-100 Futures Excess ReturnTM Index and the S&P 500® Futures
Excess Return Index
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
• Product supplement no. 3-I dated April 17, 2026:
• 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.
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