JPMORGAN CHASE & CO (0000019617) (Filer)
SEC · EDGAR 财务披露 · October 13, 2026 at 2:41 PM ET
October 9, 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
$557,000
Review Notes Linked to the Least Performing of the State
Street® Consumer Discretionary Select Sector SPDR®
ETF, the State Street® Utilities Select Sector SPDR® ETF
and the Vanguard Morningstar Total Stock Market ETF
due October 12, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the
closing price of one share of each of the State Street® Consumer Discretionary Select Sector SPDR® ETF, the State
Street® Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total Stock Market ETF, which we refer to as
the Funds, is at or above its Call Value.
• The earliest date on which an automatic call may be initiated is October 13, 2027.
• Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing a significant
portion or all of their principal amount at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• 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.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on October 9, 2026 and are expected to settle on or about October 15, 2026.
• CUSIP: 46661PLF2
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
$4
$996
Total
$557,000
$2,228
$554,772
(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 $4.00 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 $979.40 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
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market 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® Consumer Discretionary Select Sector
SPDR® ETF (Bloomberg ticker: XLY), the State Street® Utilities
Select Sector SPDR® ETF (Bloomberg ticker: XLU) and the
Vanguard Morningstar Total Stock Market ETF (Bloomberg ticker:
VTI)
Call Premium Amount: The Call Premium Amount with respect
to each Review Date is set forth below:
• first Review Date: 15.900% × $1,000
• second Review Date: 17.225% × $1,000
• third Review Date: 18.550% × $1,000
• fourth Review Date: 19.875% × $1,000
• fifth Review Date: 21.200% × $1,000
• sixth Review Date: 22.525% × $1,000
• seventh Review Date: 23.850% × $1,000
• eighth Review Date: 25.175% × $1,000
• ninth Review Date: 26.500% × $1,000
• tenth Review Date: 27.825% × $1,000
• eleventh Review Date: 29.150% × $1,000
• twelfth Review Date: 30.475% × $1,000
• thirteenth Review Date: 31.800% × $1,000
• fourteenth Review Date: 33.125% × $1,000
• fifteenth Review Date: 34.450% × $1,000
• sixteenth Review Date: 35.775% × $1,000
• seventeenth Review Date: 37.100% × $1,000
• eighteenth Review Date: 38.425% × $1,000
• nineteenth Review Date: 39.750% × $1,000
• twentieth Review Date: 41.075% × $1,000
• twenty-first Review Date: 42.400% × $1,000
• twenty-second Review Date: 43.725% × $1,000
• twenty-third Review Date: 45.050% × $1,000
• twenty-fourth Review Date: 46.375% × $1,000
• final Review Date: 47.700% × $1,000
Call Value: With respect to each Fund, 100.00% of its Initial Value
Barrier Amount: With respect to each Fund, 70.00% of its Initial
Value, which is $78.995 for the State Street® Consumer
Discretionary Select Sector SPDR® ETF, $28.987 for the State
Street® Utilities Select Sector SPDR® ETF and $267.358 for the
Vanguard Morningstar Total Stock Market ETF
Pricing Date: October 9, 2026
Original Issue Date (Settlement Date): On or about October 15,
2026
Review Dates*: October 13, 2027, November 9, 2027, December
9, 2027, January 10, 2028, February 9, 2028, March 9, 2028, April
10, 2028, May 9, 2028, June 9, 2028, July 10, 2028, August 9,
2028, September 11, 2028, October 9, 2028, November 9, 2028,
December 11, 2028, January 9, 2029, February 9, 2029, March 9,
2029, April 9, 2029, May 9, 2029, June 11, 2029, July 9, 2029,
August 9, 2029, September 10, 2029 and October 9, 2029 (final
Review Date)
Call Settlement Dates*: October 18, 2027, November 15, 2027,
December 14, 2027, January 13, 2028, February 14, 2028, March
14, 2028, April 13, 2028, May 12, 2028, June 14, 2028, July 13,
2028, August 14, 2028, September 14, 2028, October 12, 2028,
November 14, 2028, December 14, 2028, January 12, 2029,
February 14, 2029, March 14, 2029, April 12, 2029, May 14, 2029,
June 14, 2029, July 12, 2029, August 14, 2029, September 13,
2029 and the Maturity Date
Maturity Date*: October 12, 2029
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 any 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 × Least Performing Fund Return)
If the notes have not been automatically called and the Final Value
of any Fund is less than its Barrier Amount, you will lose more than
30.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
Least Performing Fund: The Fund with the Least Performing
Fund Return
Least Performing Fund Return: The lowest 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 $112.85 for the
State Street® Consumer Discretionary Select Sector SPDR® ETF,
$41.41 for the State Street® Utilities Select Sector SPDR® ETF and
$381.94 for the Vanguard Morningstar Total Stock Market 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
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
How the Notes Work
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date.
No further payments will be made on the notes.
Compare the closing price of one share of each Fund to its Call Value on each Review Date or until any earlier automatic call.
Review Dates
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Call Value.
The closing price of one
share of any Fund is
less than its Call Value.
Call
Value
The notes will not be automatically called. Proceed to the next Review Date, if any.
No Automatic Call
Review Dates
You will receive the principal amount
of your notes.
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Final Review Date Payment at Maturity
You will receive:
$1,000 + ($1,000 ×Least Performing
Fund Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of each Fund is greater than or
equal to its Barrier Amount.
The Final Value of any Fund is less than its
Barrier Amount.
PS-3 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
Call Premium Amount
The table below illustrates the Call Premium Amount per $1,000 principal amount note for each Review Date based on the Call
Premium Amounts set forth under “Key Terms — Call Premium Amount” above.
Review Date
Call Premium Amount
First
$159.00
Second
$172.25
Third
$185.50
Fourth
$198.75
Fifth
$212.00
Sixth
$225.25
Seventh
$238.50
Eighth
$251.75
Ninth
$265.00
Tenth
$278.25
Eleventh
$291.50
Twelfth
$304.75
Thirteenth
$318.00
Fourteenth
$331.25
Fifteenth
$344.50
Sixteenth
$357.75
Seventeenth
$371.00
Eighteenth
$384.25
Nineteenth
$397.50
Twentieth
$410.75
Twenty-First
$424.00
Twenty-Second
$437.25
Twenty-Third
$450.50
Twenty-Fourth
$463.75
Final
$477.00
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Funds, assuming a range of performances for the
hypothetical Least Performing Fund on the Review Dates. Solely for purposes of this section, the Least Performing Fund with
respect to each Review Date is the least 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;
• a Call Value for each Fund of $100.00 (equal to 100.00% of its hypothetical Initial Value);
• a Barrier Amount for each Fund of $70.00 (equal to 70.00% of its hypothetical Initial Value); and
• the Call Premium Amounts set forth under “Key Terms — Call Premium Amount” above.
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 any 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.
PS-4 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
Example 1 — Notes are automatically called on the first Review Date.
Date
Closing Price of One Share of
Least Performing Fund
First Review Date
$105.00
Notes are automatically called
Total Payment
$1,159.00 (15.90% return)
Because the closing price of one share of each Fund on the first 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, of $1,159.00 (or $1,000 plus the Call Premium Amount
applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Example 2 — Notes are automatically called on the final Review Date.
Date
Closing Price of One Share of
Least Performing Fund
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Twenty-
Fourth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$200.00
Notes are automatically called
Total Payment
$1,477.00 (47.70% return)
Because the closing price of one share of each Fund on the final 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, of $1,477.00 (or $1,000 plus the Call Premium Amount
applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
Example 3 — Notes have NOT been automatically called and the Final Value of the Least Performing Fund is greater than or
equal to its Barrier Amount.
Date
Closing Price of One Share of
Least Performing Fund
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Twenty-
Fourth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$80.00
Notes NOT automatically called; Final Value of Least Performing
Fund is greater than or equal to Barrier Amount
Total Payment
$1,000.00 (0.00% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Fund is greater than or equal to its
Barrier Amount, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
PS-5 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
Example 4 — Notes have NOT been automatically called and the Final Value of the Least Performing Fund is less than its
Barrier Amount.
Date
Closing Price of One Share of
Least Performing Fund
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$70.00
Notes NOT automatically called
Third through Twenty-
Fourth Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$40.00
Notes NOT automatically called; Final Value of Least Performing
Fund is less than Barrier Amount
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Fund is less than its Barrier Amount and
the Least 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 any
Fund is less than its Barrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Least Performing Fund is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 30.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
• 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.
PS-6 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of any Fund, which may be significant. You will not participate in any appreciation of any 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 any 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 your payment at maturity and will not be offset or mitigated by positive performance
by any other Fund.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.
• THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Fund is less than its Barrier Amount and the notes have not been automatically called, the benefit provided
by the Barrier Amount will terminate and you will be fully exposed to any depreciation of the Least 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. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return 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.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT RECEIVE DIVIDENDS ON ANY FUND OR THE SECURITIES HELD BY ANY FUND OR HAVE ANY RIGHTS
WITH RESPECT TO ANY FUND OR THOSE SECURITIES.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS BARRIER AMOUNT 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.
PS-7 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
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 and the fees, if any, paid for third-
party data analytics and/or electronic platform services. See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude 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.
PS-8 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
Risks Relating to the Funds
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE VANGUARD MORNINGSTAR
TOTAL STOCK MARKET ETF AND ITS UNDERLYING INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the price of one share of the Vanguard Morningstar Total Stock Market ETF or the level of its Underlying Index (as defined under
“The Funds” below).
• 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 CONSUMER DISCRETIONARY SECTOR WITH RESPECT TO THE STATE STREET®
CONSUMER DISCRETIONARY SELECT SECTOR SPDR® ETF —
All or substantially all of the equity securities held by the State Street® Consumer Discretionary Select Sector SPDR® ETF are
issued by companies whose primary line of business is directly associated with the consumer discretionary sector. 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 sector than a different investment linked to securities of a more broadly diversified group of issuers. The
success of consumer product manufacturers and retailers is tied closely to the performance of the overall domestic and global
economy, interest rates, competition and consumer confidence. Success depends heavily on disposable household income and
consumer spending. Also, companies in the consumer discretionary sector may be subject to severe competition, which may have
an adverse impact on their respective profitability. Changes in demographics and consumer tastes can also affect the demand for,
and success of, consumer products and services in the marketplace. These factors could affect the consumer discretionary sector
and could affect the value of the equity securities held by the State Street® Consumer Discretionary Select Sector SPDR® ETF and
the price of the State Street® Consumer Discretionary Select Sector SPDR® ETF during the term of the notes, which may adversely
affect the value of your notes.
• RISKS ASSOCIATED WITH THE UTILITIES SECTOR WITH RESPECT TO THE STATE STREET® UTILITIES SELECT
SECTOR SPDR® ETF —
All or substantially all of the equity securities held by the State Street® Utilities Select Sector SPDR® ETF are issued by companies
whose primary line of business is directly associated with the utilities sector. 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 sector than a
different investment linked to securities of a more broadly diversified group of issuers. Utility companies are affected by supply and
demand, operating costs, government regulation, environmental factors, liabilities for environmental damage and general civil
PS-9 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
liabilities and rate caps or rate changes. Although rate changes of a regulated utility usually fluctuate in approximate correlation
with financing costs, due to political and regulatory factors, rate changes ordinarily occur only following a delay after the changes in
financing costs. This factor will tend to favorably affect a regulated utility company’s earnings and dividends in times of decreasing
costs, but conversely, will tend to adversely affect earnings and dividends when costs are rising. The value of regulated utility
equity securities may tend to have an inverse relationship to the movement of interest rates. Certain utility companies have
experienced full or partial deregulation in recent years. These utility companies are frequently more similar to industrial companies
in that they are subject to greater competition and have been permitted by regulators to diversify outside of their original
geographic regions and their traditional lines of business. These opportunities may permit certain utility companies to earn more
than their traditional regulated rates of return. Some companies, however, may be forced to defend their core business and may
be less profitable. In addition, natural disasters, terrorist attacks, government intervention or other factors may render a utility
company’s equipment unusable or obsolete and negatively impact profitability. Among the risks that may affect utility companies
are the following: risks of increases in fuel and other operating costs; the high cost of borrowing to finance capital construction
during inflationary periods; restrictions on operations and increased costs and delays associated with compliance with
environmental and nuclear safety regulations; and the difficulties involved in obtaining natural gas for resale or fuel for generating
electricity at reasonable prices. Other risks include those related to the construction and operation of nuclear power plants, the
effects of energy conservation and the effects of regulatory changes. These factors could affect the utilities sector and could affect
the value of the equity securities held by the State Street® Utilities Select Sector SPDR® ETF and the price of the State Street®
Utilities Select Sector SPDR® ETF during the term of the notes, which may adversely affect the value of your notes.
• AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH MID-SIZE CAPITALIZATION AND SMALL
CAPITALIZATION STOCKS WITH RESPECT TO THE VANGUARD MORNINGSTAR TOTAL STOCK MARKET ETF —
Some of the equity securities held by the Vanguard Morningstar Total Stock Market ETF have been issued by mid-size
capitalization and small capitalization companies. Mid-size capitalization and small capitalization companies may be less able to
withstand adverse economic, market, trade and competitive conditions relative to larger companies. Mid-size capitalization and
small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a
factor that limits downward stock price pressure under adverse market conditions.
• RISKS ASSOCIATED WITH THE INFORMATION TECHNOLOGY SECTOR WITH RESPECT TO THE VANGUARD
MORNINGSTAR TOTAL STOCK MARKET ETF —
A significant portion of the equity securities held by the Vanguard Morningstar Total Stock Market ETF are issued by companies
whose primary line of business is directly associated with the information technology sector. 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 sector than a different investment linked to securities of a more broadly diversified group of issuers. Information
technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their
profit margins. Like other technology companies, information technology companies may have limited product lines, markets,
financial resources or personnel. The products of information technology companies may face obsolescence due to rapid
technological developments, frequent new product introduction, unpredictable changes in growth rates and competition for the
services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual
property rights. The loss or impairment of these rights may adversely affect the profitability of these companies. Companies in the
information technology sector are facing increased government and regulatory scrutiny and may be subject to adverse government
or regulatory action. Companies in the application software industry, in particular, may also be negatively affected by the decline or
fluctuation of subscription renewal rates for their products and services, which may have an adverse effect on profit margins.
Companies in the systems software industry may be adversely affected by, among other things, actual or perceived security
vulnerabilities in their products and services, which may result in individual or class action lawsuits, state or federal enforcement
actions and other remediation costs. These factors could affect the information technology sector and could affect the value of the
equity securities held by the Vanguard Morningstar Total Stock Market ETF and the price of the Vanguard Morningstar Total Stock
Market ETF during the term of the notes, which may adversely affect the value of your notes.
• 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-10 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
The Funds
The State Street® Consumer Discretionary Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a
registered investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and
yield performance of publicly traded equity securities of companies in the Consumer Discretionary Select Sector Index, which we refer
to as the Underlying Index with respect to the State Street® Consumer Discretionary Select Sector SPDR® ETF. The Consumer
Discretionary Select Sector Index is a capped modified market capitalization-weighted index that measures the performance of the
GICS® consumer discretionary sector of the S&P 500® Index, which currently includes companies in the following industries: automobile
components; automobiles; household durables; leisure products; textiles, apparel and luxury goods; hotels, restaurants and leisure;
diversified consumer services; distributors; broadline retail; and specialty retail. For additional information about the State Street®
Consumer Discretionary Select Sector SPDR® ETF, see “Fund Descriptions — The State Street® Select Sector SPDR® ETFs” in the
accompanying underlying supplement.
The State Street® Utilities Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a registered
investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield
performance of publicly traded equity securities of companies in the Utilities Select Sector Index, which we refer to as the Underlying
Index with respect to the State Street® Utilities Select Sector SPDR® ETF. The Utilities Select Sector Index is a capped modified
market capitalization-weighted index that measures the performance of the GICS® utilities sector of the S&P 500® Index, which
currently includes companies in the following industries: electric utilities; gas utilities; multi-utilities; water utilities; and independent
power and renewable electricity producers. For additional information about the State Street® Utilities Select Sector SPDR® ETF, see
“Fund Descriptions — The State Street® Select Sector SPDR® ETFs” in the accompanying underlying supplement.
The Vanguard Morningstar Total Stock Market ETF is an exchange-traded fund of Vanguard Index Funds, a registered investment
company, that seeks to track, before fees and expenses, the performance of a benchmark index that measures the investment return of
the overall stock market, which we refer to as the Underlying Index with respect to the Vanguard Morningstar Total Stock Market ETF.
The Underlying Index with respect to the Vanguard Morningstar Total Stock Market ETF is currently the Morningstar US Total Market
Index. The Morningstar US Total Market Index represents 100% of the investable U.S. stock market and includes large-, mid-, small-
and micro-cap stocks regularly traded on the New York Stock Exchange and The Nasdaq Stock Market. For additional information
about the Vanguard Morningstar Total Stock Market ETF, see Annex A in this pricing supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through October 2, 2026. The closing price of one share of the State Street® Consumer Discretionary
Select Sector SPDR® ETF on October 9, 2026 was $112.85. The closing price of one share of the State Street® Utilities Select Sector
SPDR® ETF on October 9, 2026 was $41.41. The closing price of one share of the Vanguard Morningstar Total Stock Market ETF on
October 9, 2026 was $381.94. 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 any 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.
PS-11 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
PS-12 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. The
following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk &
Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “United States Federal Taxation — Tax
Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial Contracts That are Open Transactions” in the
accompanying prospectus supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-
term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates,
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the
tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S.
federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by
this notice.
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
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.
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
PS-13 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
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
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 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
PS-14 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
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.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
• Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
• Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
• Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.
PS-15 | Structured Investments
Review Notes Linked to the Least Performing of the State Street®
Consumer Discretionary Select Sector SPDR® ETF, the State Street®
Utilities Select Sector SPDR® ETF and the Vanguard Morningstar Total
Stock Market ETF
Annex A
The Vanguard Morningstar Total Stock Market ETF
All information contained in this document regarding the Vanguard Morningstar Total Stock Market ETF (the “VTI Fund”) has been
derived from publicly available information, without independent verification. This information reflects the policies of, and is subject to
change by, Vanguard Index Funds and The Vanguard Group, Inc. (“Vanguard”). Vanguard is currently the investment adviser to the
VTI Fund. The VTI Fund is an exchange-traded fund that trades on NYSE Arca, Inc. under the ticker symbol “VTI.”
The VTI Fund seeks to track, before fees and expenses, the performance of a benchmark index that measures the investment return of
the overall stock market, which is currently the Morningstar US Total Market Index (the “Total Stock Market Index”). The Total Stock
Market Index represents 100% of the investable U.S. stock market and includes large-, mid-, small- and micro-cap stocks regularly
traded on the New York Stock Exchange and The Nasdaq Stock Market.
The VTI Fund employs an indexing investment approach designed to track the performance of the Total Stock Market Index. The VTI
Fund invests by sampling the Total Stock Market Index, meaning that it holds a range of securities that, in the aggregate, approximates
the full Total Stock Market Index in terms of key risk factors and other characteristics. The VTI Fund is subject to index sampling risk,
which is the chance that the representative sample of securities selected by the advisor will, in the aggregate, vary from the investment
profile of the full Total Stock Market Index. The performance of the VTI Fund’s investments, in the aggregate, may not match the
investment performance of the Total Stock Market Index. This risk, known as tracking error risk, may be heightened during times of
increased market volatility or under other unusual market conditions.
Vanguard Index Funds is a registered investment company that consists of numerous separate investment portfolios, including the VTI
Fund. Information provided to or filed with the SEC by Vanguard Index Funds pursuant to the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 002-56846 and 811-02652,
respectively, through the SEC’s website at http://www.sec.gov.