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Filed Pursuant to Rule 424(b)(2)

Registration Statement Nos. 333-293684 and 333-293684-01

Pricing Supplement to the\nProspectus and Prospectus Supplement, each dated April 17, 2026, the\nUnderlying Supplement No. 1-I dated April 17, 2026 and\nthe Product Supplement No. 3-I dated April 17, 2026

JPMorgan Chase Financial Company LLC

Medium-Term Notes, Series A
\n$1,521,000
\nDigital Equity Notes due 2027
\n(Linked to the MSCI EAFE^® Index)

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

The notes do not bear interest. The amount that you will be\npaid on your notes on the stated maturity date (December 17, 2027, subject to adjustment) is based on the performance of the MSCI EAFE^®\nIndex (which we refer to as the underlier) as measured from and including the trade date (October 20, 2026) to and including the determination\ndate (December 15, 2027, subject to adjustment). If the final underlier level on the determination date is greater than or equal to 90.00%\nof the initial underlier level, you will receive the threshold settlement amount of $1,109.00 for each $1,000 principal amount note. If\nthe final underlier level declines by more than 10.00% from the initial underlier level, the return on your notes will be negative. You\ncould lose your entire investment in the notes. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company\nLLC (“JPMorgan Financial”), as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor\nof the notes.

To determine your payment at maturity, we will calculate the underlier return,\nwhich is the percentage increase or decrease in the final underlier level from the initial underlier level. On the stated maturity date,\nfor each $1,000 principal amount note, you will receive an amount in cash equal to:

●

if the underlier return is greater than or equal to -10.00% (the final underlier level is greater than or equal to 90.00%\nof the initial underlier level), the threshold settlement amount; or

●

if the underlier return is below -10.00% (the final underlier level is less than the initial underlier level by more\nthan 10.00%), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) approximately 1.1111 times\n(c) the sum of the underlier return plus 10.00%. You will receive less than $1,000.

Your investment in the notes involves certain risks, including, among\nother things, our credit risk. See “Risk Factors” on page S-2 of the accompanying prospectus supplement, “Risk Factors”\non page PS-12 of the accompanying product supplement and “Selected Risk Factors” on page PS-12 of this pricing supplement.

The foregoing is only a brief summary of the terms of your notes. You should\nread the additional disclosure provided herein so that you may better understand the terms and risks of your investment.

The estimated value of the notes, when the terms of the notes were\nset, was $993.80 per $1,000 principal amount note. See “Summary Information — The Estimated Value of the Notes”\non page PS-7 of this pricing supplement for additional information about the estimated value of the notes and “Summary Information\n— Secondary Market Prices of the Notes” on page PS-7 of this pricing supplement for information about secondary market prices\nof the notes.

Original issue date (settlement date): October 23, 2026

Original issue price: 100.00% of the principal amount

Underwriting commission/discount: 0.00% of the principal amount

Net proceeds to the issuer: 100.00% of the principal amount

See “Summary Information — Supplemental Use of Proceeds”\non page PS-8 of this pricing supplement for information about the components of the original issue price of the notes.

J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for\nJPMorgan Financial, will not receive selling commissions for these notes and will sell the notes to an unaffiliated dealer at 100.00%\nof the principal amount. See “Plan of Distribution (Conflicts of Interest)” on page PS-85 of the accompanying\nproduct supplement.

Neither the Securities and Exchange Commission (the “SEC”)\nnor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing\nsupplement, the accompanying product supplement, the accompanying underlying supplement, the accompanying prospectus supplement or the\naccompanying prospectus. Any representation to the contrary is a criminal offense.

The notes are not bank deposits, are not insured by the Federal Deposit\nInsurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.

Pricing Supplement dated October 20, 2026

The original issue price, fees and commissions and net proceeds listed\nabove relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at issue\nprices and with fees and commission and net proceeds that differ from the amounts set forth above. The return (whether positive or negative)\non your investment in notes will depend in part on the price you pay for your notes.

We may use this pricing supplement in the initial sale of the notes.\nIn addition, JPMS or any other affiliate of ours may use this pricing supplement in a market-making transaction in a note after its initial\nsale. Unless JPMS or its agents inform the purchaser otherwise in the confirmation of sale, this pricing supplement is being used\nin a market-making transaction.

SUMMARY INFORMATION

You should read this pricing supplement together with the accompanying\nprospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these notes\nare a part, and the more detailed information contained in the accompanying product supplement and the accompanying underlying supplement.\nThis pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all other prior or\ncontemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence,\ntrade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You\nshould carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus\nsupplement and the accompanying product supplement, as the notes involve risks not associated with conventional debt securities. We urge\nyou 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\nas 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\n

●

Underlying supplement no. 1-I dated April 17, 2026:

http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf\n

●

Prospectus supplement and prospectus, each dated April 17, 2026:

http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf\n

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan\nChase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our”\nrefer to JPMorgan Financial.

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly\nowned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Underlier: the MSCI EAFE^® Index (Bloomberg\nsymbol, “MXEA Index”), as maintained by MSCI Inc. (“MSCI”). The accompanying product supplement refers to the\nunderlier as the “Index.”

Principal amount: each note will have a principal amount of\n$1,000; $1,521,000 in the aggregate for all the offered notes; the aggregate principal amount of the offered notes may be increased if\nthe issuer, at its sole option, decides to sell an additional amount of the offered notes on a date subsequent to the date of this pricing\nsupplement.

Purchase at amount other than principal amount: the amount\nwe will pay you at the stated maturity date for your notes will not be adjusted based on the price you pay for your notes, so if you acquire\nnotes at a premium to the principal amount and hold them to the stated maturity date, it could affect your investment in a number of ways.\nThe return on your investment in the notes will be lower than it would have been had you purchased the notes at the principal amount.\nAlso, the stated threshold level would not offer the same benefit to your investment as would be the case if you had purchased the notes\nat the principal amount. Additionally, the cap level would be triggered at a lower percentage return than indicated below, relative to\nyour initial investment. See “Selected Risk Factors — Risks Relating to the Notes Generally — If You Purchase Your Notes\nat a Premium to the Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal\nAmount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected” on page PS-13 of this pricing supplement.

PS-3

Payment on the stated maturity date: for each $1,000 principal\namount note, we will pay you on the stated maturity date an amount in cash equal to:

●

if the final underlier level is greater than or equal to the threshold level, the threshold settlement amount; or

●

if the final underlier level is less than the threshold level, the sum of (i) $1,000 plus (ii) the product\nof (a) $1,000 times (b) the buffer rate times (c) the sum of the underlier return plus the buffer amount.\nYou will receive less than $1,000.

Initial underlier level (the closing level of the underlier on\nthe trade date): 3,092.715. The accompanying product supplement refers to the initial underlier level as the “Initial Value.”

Final underlier level: the closing level of the underlier\non the determination date. In certain circumstances, the closing level of the underlier will be based on the alternative calculation of\nthe underlier described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single\nUnderlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” on page PS-50 of the accompanying product\nsupplement or “The Underlyings — Indices — Discontinuation of an Index; Alteration of Method of Calculation” on\npage PS-75 of the accompanying product supplement. The accompanying product supplement refers to the final underlier level as the “Final\nValue.”

Underlier return: the quotient of (i) the final underlier\nlevel minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage

Cap level: 110.90% of the initial underlier level

Threshold settlement amount: $1,109.00

Threshold level: 90.00% of the initial underlier level

Buffer amount: 10.00%

Buffer rate: the quotient of the initial underlier\nlevel divided by the threshold level, which equals approximately 1.1111

Trade date: October 20, 2026

Original issue date (settlement date): October 23, 2026

Determination date: December 15, 2027, subject to postponement\nin the event of a market disruption event as described under “General Terms of Notes — Postponement of a Determination Date\n— Notes Linked to a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” on page\nPS-51 of the accompanying product supplement

Stated maturity date: December 17, 2027, subject to postponement\nin the event of a market disruption event as described under “General Terms of Notes — Postponement of a Payment Date”\non page PS-50 of the accompanying product supplement. The accompanying product supplement refers to the stated maturity date as the “maturity\ndate.”

No interest: The offered notes do not bear interest.

No listing: The offered notes will not be listed on any securities\nexchange or interdealer quotation system.

No redemption: The offered notes will not be subject to redemption\nright or price dependent redemption right.

Closing level: as described under “The Underlyings —\nIndices — Level of an Index” on page PS-73 of the accompanying product supplement

PS-4

Business day: as described under “General Terms of Notes\n— Postponement of a Payment Date” on page PS-50 of the accompanying product supplement

Scheduled trading day: notwithstanding anything to the contrary\nunder “General Terms of Notes — Postponement of a Determination Date — Additional Defined Terms” on page PS-54\nof the accompanying product supplement, for the purposes of the notes offered by this pricing supplement, a “scheduled trading day”\nmeans, with respect to the underlier or any relevant successor index (as defined in the accompanying product supplement), a day, as determined\nby the calculation agent, on which (i) the Index Sponsor (as defined in the accompanying product supplement) of the underlier or that\nsuccessor index, as applicable, is scheduled to publish the closing level of the underlier or that successor index, as applicable, and\n(ii) each exchange or quotation system where trading has a material effect (as determined by the calculation agent) on the overall market\nfor futures or options contracts relating to the underlier or that successor index, as applicable, is scheduled to be open for trading\nfor its regular trading session.

Disrupted day: notwithstanding anything to the contrary under\n“General Terms of Notes — Postponement of a Determination Date — Additional Defined Terms” on page PS-54 of the\naccompanying product supplement, for the purposes of the notes offered by this pricing supplement, a “disrupted day” means,\nwith respect to the underlier or any relevant successor index, (a) a day that is not a scheduled trading day or (b) a scheduled trading\nday on which (i) the closing level of the underlier or that successor index, as applicable, is not calculated and published by the Index\nSponsor of the underlier or that successor index, as applicable, (ii) any exchange or quotation system where trading has a material effect\n(as determined by the calculation agent) on the overall market for futures or options contracts relating to the underlier or that successor\nindex, as applicable, fails to open for trading during its regular trading session or (iii) a market disruption event has occurred.

Use of proceeds and hedging: as described under “Use\nof Proceeds and Hedging” on page PS-48 of the accompanying product supplement, as supplemented by “ — Supplemental Use\nof Proceeds” below

Tax treatment: You should review carefully the section entitled\n“United States Federal Taxation” in the accompanying prospectus supplement. The following discussion, when read in combination\nwith that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S.\nfederal income tax consequences of owning and disposing of notes.

Based on current market conditions, in the opinion of our special\ntax counsel it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. federal income\ntax purposes, as more fully described in “United States Federal Taxation — Tax Consequences to U.S. Holders — Program\nSecurities Treated as Prepaid Financial Contracts that are Open Transactions” in the accompanying prospectus supplement. Assuming\nthis 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\nfor 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\nthis treatment, in which case the timing and character of any income or loss on the notes could be materially and adversely affected.\nIn addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid\nforward contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments\nto accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of\nincome or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the\ninstruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be\nsubject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime,\nwhich very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge.\nWhile the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated\nafter consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly\nwith retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the\nnotes, including possible alternative treatments and the issues presented by this notice.

PS-5

ERISA: as described under “Benefit Plan Investor Considerations”\non page PS-87 of the accompanying product supplement

Supplemental plan of distribution: as described under “Plan\nof Distribution (Conflicts of Interest)” on page PS-85 of the accompanying product supplement; we estimate that our share of the\ntotal offering expenses will be approximately $10,000. We have agreed to sell to JPMS, and JPMS has agreed to purchase from us, the aggregate\nprincipal amount of the notes specified on the front cover of this pricing supplement. JPMS proposes initially to offer the notes to the\npublic at the original issue price set forth on the cover page of this pricing supplement, and to an unaffiliated dealer at that price.

Conflicts of interest: JPMS has a “conflict of interest”\nwithin the meaning of FINRA Rule 5121 in any offering of the notes in which it participates because JPMorgan Chase & Co.\nowns, directly or indirectly, all of the outstanding equity securities of JPMS, because JPMS and we are under common control by JPMorgan\nChase & Co. and because the net proceeds received from the sale of the notes will be used, in part, by JPMS or its affiliates\nin connection with hedging our obligations under the notes. The offering of the notes will comply with the requirements of Rule 5121 of\nFinancial Industry Regulatory Authority, Inc. (“FINRA”) regarding a FINRA member firm’s underwriting of securities of\nan affiliate. In accordance with FINRA Rule 5121, neither JPMS nor any other affiliated agent of ours may make sales in the offering of\nthe notes to any of its discretionary accounts without the specific written approval of the customer.

Calculation agent: JPMS

CUSIP no.: 46661PUG0

ISIN no.: US46661PUG08

FDIC: the notes are not bank deposits and are not insured by the\nFederal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Supplemental Terms of the Notes

For purposes of the notes offered by this pricing supplement,

(a) any reference to “calculating the closing level of that\nIndex last in effect prior to the commencement of the market disruption event (or prior to the non-trading day)” under “General\nTerms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single\nUnderlying (Other Than a Commodity Index)” in the accompanying product supplement will be deemed to refer to “calculating\nthe closing level of that Index last in effect prior to the commencement of the initial Disrupted Day”; and

(b) all references to each of the following terms used in the accompanying\nproduct supplement will be deemed to refer to the corresponding term used in this pricing supplement, as set forth in the table below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Product Supplement Term	Pricing Supplement Term
Index	underlier
Initial Value	initial underlier level
Final Value	final underlier level
pricing date	trade date
maturity date	stated maturity date
term sheet	preliminary pricing supplement

In addition, the following terms used in this pricing supplement\nare not defined in the accompanying product supplement: underlier return, threshold settlement amount, cap level, threshold level, buffer\namount and buffer rate. Accordingly, please refer to “Key Terms” on page PS-3 of this pricing supplement for the definitions\nof these terms.

PS-6

Notwithstanding anything to the contrary in the accompanying product\nsupplement, the provisions set forth under “General Terms of Notes — Consequences of a Change-in-Law Event” in the accompanying\nproduct supplement do not apply to the notes.

The Estimated Value of the Notes

The estimated value of the notes when the terms of the notes are\nset, which we refer to as the estimated value of the notes, set forth on the cover of this pricing supplement is equal to the sum of the\nvalues of the following hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the\ninternal funding rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated\nvalue 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\nexists) at any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied\nfunding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates.\nAny difference may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the\nhigher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed\nincome instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions,\nwhich may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use\nof 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\nmarket prices of the notes. For additional information, see “Selected Risk Factors — Risks Relating to the Estimated Value\nand Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate”\non page PS-15 of this pricing supplement. The value of the derivative or derivatives underlying the economic terms of the notes is derived\nfrom internal pricing models of our affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative\ninstruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest\nrates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the\nnotes is determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing\nat that time. See “Selected Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes\n— The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates”\non page PS-14 of this pricing supplement.

The estimated value of the notes is lower than the original issue\nprice of the notes because costs associated with structuring and hedging the notes are included in the original issue price of the notes.\nThese costs include the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations\nunder the notes, the estimated cost of hedging our obligations under the notes and the fees, if any, paid for third-party data analytics\nand/or electronic platform services. Because hedging our obligations entails risk and may be influenced by market forces beyond our control,\nthis 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 realized\nin hedging our obligations under the notes, if any, may be allowed to other affiliated or unaffiliated dealers, and we or one or more\nof our affiliates will retain any remaining hedging profits. A fee will also be paid to iCapital Markets LLC, an electronic platform in\nwhich an affiliate of Goldman Sachs & Co. LLC, who is acting as a dealer in connection with the distribution of the notes, holds an\nindirect minority equity interest, for services it is providing in connection with this offering. See “Selected Risk Factors —\nRisks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than\nthe Original Issue Price of the Notes” on page PS-15 of this pricing supplement.

Secondary Market Prices of the Notes

For information about factors that will impact any secondary market\nprices of the notes, see “Selected Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the\nNotes — Secondary Market Prices of the Notes Will Be Impacted by Many Economic and Market Factors” on page PS-16 of this pricing\nsupplement. In addition, we generally expect that some of the costs included in the original issue price of the notes will be partially\npaid back to you in connection with any repurchases of

PS-7

your notes by JPMS in an amount that will decline to zero over the\nperiod from the trade date through January 20, 2027. The length of any such initial period reflects the structure of the notes, whether\nour affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the notes and when these\ncosts are incurred, as determined by our affiliates. See “Selected Risk Factors — Risks Relating to the Estimated Value and\nSecondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account\nStatements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” on page PS-15 of this pricing\nsupplement.

Supplemental Use of Proceeds

The notes are offered to meet investor demand for products that reflect\nthe risk-return profile and market exposure provided by the notes. See “Hypothetical Examples” on page PS-9 of this pricing\nsupplement for an illustration of the risk-return profile of the notes and “The Underlier” on page PS-17 of this pricing supplement\nfor a description of the market exposure provided by the notes.

The original issue price of the notes is equal to the estimated value\nof the notes plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging\nour obligations under the notes, plus the estimated cost of hedging our obligations under the notes and plus the fees, if any, paid for\nthird-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\ncounsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have been issued\nby JPMorgan Financial pursuant to the indenture, the trustee and/or paying agent has made, in accordance with the instructions from JPMorgan\nFinancial, the appropriate entries or notations in its records relating to the master global note that represents such notes (the “master\nnote”), and such notes have been delivered against payment as contemplated herein, such notes will be valid and binding obligations\nof JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co.,\nenforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights\ngenerally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good\nfaith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (x)(i) the effect of fraudulent\nconveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the\nindenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting\nthe amount of JPMorgan Chase & Co.’s obligation under the related guarantee or (y) the validity, legally binding effect\nor enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the\nnotes to the extent determined to constitute unearned interest. This opinion is given as of the date hereof and is limited to the laws\nof the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, except\nthat such counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to JPMorgan Financial or JPMorgan Chase & Co.,\nthe indenture, the notes, the related guarantee (together with the indenture and the notes, the “Documents”) or such transactions\nsolely 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\naffiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national\nsecurity. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery\nof the indenture and its authentication of the master note and the validity, binding nature and enforceability of the indenture with respect\nto the trustee, all as stated in the letter of such counsel dated February 24, 2026, which was filed as an exhibit to the Registration\nStatement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2026.

PS-8

HYPOTHETICAL EXAMPLES

The following table and chart are provided for purposes of illustration\nonly. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact\nthat the various hypothetical underlier levels on the determination date could have on the payment at maturity assuming all other variables\nremain constant.

The examples below are based on a range of final underlier levels\nthat are entirely hypothetical; no one can predict what the underlier level will be on any day throughout the term of your notes, and\nno one can predict what the final underlier level will be on the determination date. The underlier has been highly volatile in the past\n— meaning that the underlier level has changed considerably in relatively short periods — and its performance cannot be predicted\nfor any future period.

The information in the following examples reflects hypothetical rates\nof return on the offered notes assuming that they are purchased on the original issue date at the principal amount and held to the stated\nmaturity date. If you sell your notes in a secondary market prior to the stated maturity date, your return will depend upon the market\nvalue of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below, such\nas interest rates, the volatility of the underlier and our and JPMorgan Chase & Co.’s creditworthiness. In addition,\nthe estimated value of the notes is less than the original issue price. For more information on the estimated value of the notes, see\n“Summary Information — The Estimated Value of the Notes” on page PS-7 of this pricing supplement. The information in\nthe table also reflects the key terms and assumptions in the box below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Key Terms and Assumptions
Principal amount	$1,000
Cap level	110.90% of the initial underlier level
Threshold settlement amount	$1,109.00
Threshold level	90.00% of the initial underlier level
Buffer rate	approximately 1.1111
Buffer amount	10.00%
\n The originally scheduled determination date is not a disrupted day. \n During the term of the notes, the underlier is not discontinued,\n the method of calculating the underlier does not change in any material respect and the underlier is not modified so that its level does\n not, in the opinion of the calculation agent, fairly represent the level of the underlier had those modifications not been made. \n Notes purchased on original issue date at the principal amount and\n held to the stated maturity date

For these reasons, the actual performance of the underlier over the\nterm of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below\nor to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier\nduring recent periods, see “The Underlier — Historical Closing Levels of the Underlier” below. Before investing in the\noffered notes, you should consult publicly available information to determine the levels of the underlier between the date of this pricing\nsupplement and the date of your purchase of the offered notes.

Also, the hypothetical examples shown below do not take into account\nthe effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the after-tax\nrate of return on your notes to a comparatively greater extent than the after-tax return on the underlier stocks.

The levels in the left column of the table below represent hypothetical\nfinal underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the\nhypothetical payments at maturity, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial\nunderlier level), and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent).\nThus, a hypothetical

PS-9

payment at maturity of 100.000% means that the value of the cash payment\nthat we would deliver for each $1,000 of the outstanding principal amount of the offered notes on the stated maturity date would equal\n100.000% of the principal amount of a note, based on the corresponding hypothetical final underlier level (expressed as a percentage of\nthe initial underlier level) and the assumptions noted above.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Hypothetical Final Underlier Level \n(as Percentage of Initial Underlier Level)	Hypothetical Payment at Maturity \n(as Percentage of Principal Amount)
150.000%	110.900%
140.000%	110.900%
130.000%	110.900%
120.000%	110.900%
110.900%	110.900%
110.000%	110.900%
105.000%	110.900%
102.500%	110.900%
100.000%	110.900%
95.000%	110.900%
90.000%	110.900%
89.990%	99.989%
80.000%	88.889%
75.000%	83.333%
50.000%	55.556%
25.000%	27.778%
0.000%	0.000%

If, for example, the final underlier level were determined to be\n25.000% of the initial underlier level, the payment that we would deliver on your notes at maturity would be approximately 27.778% of\nthe principal amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at\nthe principal amount and held them to the stated maturity date, you would lose approximately 72.222% of your investment (if you purchased\nyour notes at a premium to principal amount you would lose a correspondingly higher percentage of your investment). In addition, if the\nfinal underlier level were determined to be 150.000% of the initial underlier level, the payment that we would deliver on your notes at\nmaturity would be capped at the threshold settlement amount (expressed as a percentage of the principal amount), or 110.900% of each $1,000\nprincipal amount note, as shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit\nfrom any increase in the final underlier level over 110.900% of the initial underlier level.

The following chart also shows a graphical illustration of the hypothetical\npayments at maturity (expressed as a percentage of the principal amount of your notes) that we would pay on your notes on the stated maturity\ndate, if the final underlier level (expressed as a percentage of the initial underlier level) were any of the hypothetical levels shown\non the horizontal axis. The chart shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier\nlevel) of less than 90.000% (the section left of the 90.000% marker on the horizontal axis) would result in a hypothetical payment at\nmaturity of less than 100.000% of the principal amount of your notes (the section below the 100.000% marker on the vertical axis) and,\naccordingly, in a loss of principal to the holder of the notes. The chart also shows that any hypothetical final underlier level (expressed\nas a percentage of the initial underlier level) of greater than or equal to 90.000% (the section right of the 90.000% marker on the horizontal\naxis) would result in a capped return on your investment.

PS-10

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The payments at maturity shown above are entirely hypothetical; they\nare based on closing levels for the underlier that may not be achieved on the determination date and on assumptions that may prove to\nbe erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time you may wish\nto sell your notes, may bear little relation to the hypothetical payments at maturity shown above, and these amounts should not be viewed\nas an indication of the financial return on an investment in the offered notes. The hypothetical payments at maturity on notes held to\nthe stated maturity date in the examples above assume you purchased your notes at their principal amount and have not been adjusted to\nreflect the actual price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be affected\nby the amount you pay for your notes. If you purchase your notes for a price other than the principal amount, the return on your investment\nwill differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples. Please read “Selected\nRisk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary Market Prices of\nthe Notes Will Be Impacted by Many Economic and Market Factors” on page PS-8 of this pricing supplement.

The hypothetical returns on the notes shown above apply only if\nyou hold the notes for their entire term. These hypotheticals do not reflect fees or expenses that would be associated with any sale\nin the secondary market. If these fees and expenses were included, the hypothetical returns shown above would likely be lower.

We cannot predict the actual final underlier\nlevel or what the market value of your notes will be on any particular day, nor can we predict the relationship between the underlier\nlevel and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive, if\nany, at maturity and the rate of return on the offered notes will depend on the actual final underlier level determined by the\ncalculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate.\nConsequently, the amount of cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the\ninformation reflected in the table and chart above.

PS-11

Selected Risk Factors

An investment in your notes is subject\nto the risks described below, as well as the risks described under the “Risk Factors” sections of the accompanying prospectus\nsupplement and the accompanying product supplement. Your notes are a riskier investment than ordinary debt securities. Also, your notes\nare not equivalent to investing directly in the underlier stocks, i.e., the stocks underlying the underlier to which your notes are linked.\nYou should carefully consider whether the offered notes are suited to your particular circumstances.

Risks Relating to the Notes Generally

You May Lose Some or All of Your Investment\nin the Notes

The notes do not guarantee any return of principal. The return on\nthe notes at maturity is linked to the performance of the underlier and will depend on whether the final underlier level is less than\nthe initial underlier level by more than 10%. Your investment will be exposed to loss on a leveraged basis if the final underlier level\nis less than the initial underlier level by more than 10%. For every 1% that the final underlier level is less than the initial underlier\nlevel by more than 10%, you will lose an amount equal to approximately 1.1111% of the principal amount of your notes. Accordingly, you\ncould lose some or all of your initial investment at maturity. Also, the market price of your notes prior to the stated maturity date\nmay be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated maturity\ndate, you may receive far less than the amount of your investment in the notes.

Your Maximum Gain on the Notes Is Limited\nto the Threshold Settlement Amount

If the final underlier level is greater than or equal to 90.00% of\nthe initial underlier level, for each $1,000 principal amount note, you will receive at maturity a payment that will not exceed the threshold\nsettlement amount, regardless of the appreciation in the underlier, which may be significant. Accordingly, the amount payable on your\nnotes may be significantly less than it would have been had you invested directly in the underlier. The threshold settlement amount is\n$1,109.00.

The Notes Are Subject to the Credit Risks\nof JPMorgan Financial and JPMorgan Chase & Co.

The notes are subject to our and JPMorgan Chase & Co.’s\ncredit risks, and our and JPMorgan Chase & Co.’s credit ratings and credit spreads may adversely affect the market\nvalue of the notes. Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the\nnotes. Any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined\nby the market for taking that credit risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co.\nwere to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire\ninvestment.

As a Finance Subsidiary, JPMorgan Financial\nHas No Independent Activities and Has Limited Assets

As a finance subsidiary of JPMorgan Chase & Co., we\nhave no independent activities beyond the issuance and administration of our securities and the collection of intercompany obligations.\nAside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations\nof JPMorgan Chase & Co. to make payments under loans made by us to JPMorgan Chase & Co. or under other intercompany\nagreements. As a result, we are dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the notes.\nWe are not an operating subsidiary of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co.\nwe are not expected to have sufficient resources to meet our obligations in respect of the notes as they come due. If JPMorgan Chase & Co.\ndoes 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\nby JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations\nof JPMorgan Chase & Co. For more information, see “Risk Factors — Holders of securities issued by JPMorgan Financial\nmay be subject to losses if JPMorgan Chase & Co. were to enter into a resolution” in the accompanying prospectus supplement.

PS-12

No Interest or Dividend Payments or Voting\nRights

As a holder of the notes, you will not receive interest payments.\nAs a result, even if the amount payable for your notes on the stated maturity date exceeds the principal amount of your notes, the overall\nreturn you earn on your notes may be less than you would have earned by investing in a non-index-linked debt security of comparable maturity\nthat bears interest at a prevailing market rate. In addition, as a holder of the notes, you will not have voting rights or rights to receive\ncash dividends or other distributions or other rights that holders of the underlier stocks would have.

We May Sell an Additional Aggregate Principal\nAmount of the Notes at a Different Issue Price

At our sole option, we may decide to sell an additional aggregate\nprincipal amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent sale may\ndiffer substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.

If You Purchase Your Notes at a Premium to\nthe Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact\nof Certain Key Terms of the Notes Will Be Negatively Affected

The amount you will be paid for your notes on the stated maturity\ndate will not be adjusted based on the price you pay for the notes. If you purchase notes at a price that differs from the principal amount\nof the notes, then the return on your investment in the notes held to the stated maturity date will differ from, and may be substantially\nless than, the return on notes purchased at the principal amount. If you purchase your notes at a premium to the principal amount and\nhold them to the stated maturity date the return on your investment in the notes will be lower than it would have been had you purchased\nthe notes at the principal amount. In addition, the impact of the threshold level and the cap level on the return on your investment will\ndepend upon the price you pay for your notes relative to the principal amount. For example, if you purchase your notes at a premium to\nthe principal amount, the cap level will permit only a lower percentage increase in your investment in the notes than would have been\nthe case for notes purchased at the principal amount. Similarly, the threshold level, while still providing an increase in the return\non the notes if the final underlier level is greater than or equal to the threshold level but less than the cap level, will allow a greater\npercentage decrease in your investment in the notes than would have been the case for notes purchased at the principal amount.

Lack of Liquidity

The notes will not be listed on any securities exchange. JPMS intends\nto offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide\nenough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the\nnotes, 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\nthe notes.

The Tax Consequences of an Investment in the\nNotes Are Uncertain

There is no direct legal authority as to the proper U.S. federal\nincome tax characterization of the notes, and we do not intend to request a ruling from the IRS. The IRS might not accept, and a court\nmight not uphold, the treatment of the notes described in “Key Terms — Tax treatment” in this pricing supplement and\nin “United States Federal Taxation” in the accompanying prospectus supplement. If the IRS were successful in asserting an\nalternative treatment for the notes, the timing and character of any income or loss on the notes could differ materially and adversely\nfrom our description herein. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income\ntax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require\ninvestors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics,\nincluding the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying\nproperty to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S.\ninvestors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership”\nregime, which very generally can operate to recharacterize certain

PS-13

long-term capital gain as ordinary income and impose a notional interest\ncharge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance\npromulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes,\npossibly with retroactive effect. You should review carefully the section entitled “United States Federal Taxation” in the\naccompanying prospectus supplement and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in\nthe notes, including possible alternative treatments and the issues presented by this notice.

Risks Relating to Conflicts of Interest

Potential Conflicts of Interest

We and our affiliates play a variety of roles in connection with\nthe issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations\nunder the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes. Also, the\ndistributor from which you purchase the notes may conduct hedging activities for us in connection with the notes. In performing these\nduties, our and JPMorgan Chase & Co.’s economic interests, the economic interests of any distributor performing such\nduties and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an\ninvestor in the notes. In addition, our and JPMorgan Chase & Co.’s business activities, and the business activities\nof any distributor from which you purchase the notes, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s\neconomic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible\nthat hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or\nour affiliates while the value of the notes declines. If the distributor from which you purchase notes is to conduct hedging activities\nfor us in connection with the notes, that distributor may profit in connection with such hedging activities and such profit, if any, will\nbe in addition to the compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential\nto earn fees in connection with hedging activities may create a further incentive for the distributor to sell the notes to you in addition\nto the compensation they would receive for the sale of the notes. Please refer to “Risk Factors — Risks Relating to Conflicts\nof Interest” on page PS-18 of the accompanying product supplement for additional information about these risks.

Risks Relating to the Estimated Value and Secondary\nMarket Prices of the Notes

The Estimated Value of the Notes Is Lower\nThan the Original Issue Price of the Notes

The estimated value of the notes is only an estimate determined by\nreference to several factors. The original issue price of the notes exceeds the estimated value of the notes because costs associated\nwith structuring and hedging the notes are included in the original issue price of the notes. These costs include the projected profits,\nif any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost\nof hedging our obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services.\nSee “Summary Information — The Estimated Value of the Notes” on page PS-7 of this pricing supplement.

The Estimated Value of the Notes Does Not\nRepresent Future Values of the Notes and May Differ from Others’ Estimates

The estimated value of the notes is determined by reference to internal\npricing models of our affiliates when the terms of the notes are set. This estimated value of the notes is based on market conditions\nand other relevant factors existing at that time and assumptions about market parameters, which can include volatility, dividend rates,\ninterest rates and other factors. Different pricing models and assumptions could provide valuations for the notes that are greater than\nor less than the estimated value of the notes. In addition, market conditions and other relevant factors in the future may change, and\nany assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things,\nchanges in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant\nfactors, which may impact the price, if any, at which JPMS

PS-14

would be willing to buy notes from you in secondary market transactions.\nSee “Summary Information — The Estimated Value of the Notes” on page PS-7 of this pricing supplement.

The Estimated Value of the Notes Is Derived\nby Reference to an Internal Funding Rate

The internal funding rate used in the determination of the estimated\nvalue of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by\nJPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’\nview of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes\nin comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding\nrate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing\nmarket replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an\nadverse effect on the terms of the notes and any secondary market prices of the notes. See “Summary Information — The Estimated\nValue of the Notes” on page PS-7 of this pricing supplement.

The Value of the Notes as Published by JPMS\n(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited\nTime Period

We generally expect that some of the costs included in the original\nissue 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\nwill decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances,\nestimated hedging costs, our internal secondary market funding rates for structured debt issuances and the fees paid for third-party data\nanalytics and/or electronic platform services. See “Summary Information — Secondary Market Prices of the Notes” on page\nPS-7 of this pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes\nduring 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\nstatements).

Secondary Market Prices of the Notes Will\nLikely Be Lower Than the Original Issue Price of the Notes

Any secondary market prices of the notes will likely be lower than\nthe original issue price of the notes because, among other things, secondary market prices take into account our internal secondary market\nfunding rates for structured debt issuances and, also, because secondary market prices may exclude projected hedging profits, if any,\nestimated hedging costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in\nthe original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy notes from you in secondary\nmarket transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely\nbe charged a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an\nelectronic platform to facilitate secondary market activity. Any sale by you prior to the maturity date could result in a substantial\nloss to you. See the immediately following risk consideration for information about additional factors that will impact any secondary\nmarket prices of the notes.

The notes are not designed to be short-term trading instruments.\nAccordingly, you should be able and willing to hold your notes to maturity. See “— Risks Relating to the Notes Generally —\nLack of Liquidity” on page PS-13 of this pricing supplement.

Secondary Market Prices of the Notes Will\nBe Impacted by Many Economic and Market Factors

The secondary market price of the notes during their term will be\nimpacted by a number of economic and market factors, which may either offset or magnify each other, aside from the projected hedging profits,\nif any, estimated hedging costs and the level of the underlier, including:

●

any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;

PS-15

●

customary bid-ask spreads for similarly sized trades;

●

our internal secondary market funding rates for structured debt issuances;

●

the actual and expected volatility of the underlier;

●

the time to maturity of the notes;

●

the dividend rates on the underlier stocks;

●

interest and yield rates in the market generally;

●

the exchange rates and the volatility of the exchange rates between the U.S. dollar and the currencies in which the underlier stocks\nare traded and the correlation between those rates and the closing levels of the underlier; and

●

a variety of other economic, financial, political, regulatory and judicial events.

Additionally, independent pricing vendors and/or third party broker-dealers\nmay publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or\nlower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market.

Risks Relating to the Underlier

The Notes Are Subject to Currency Exchange\nRisk

Because the prices of the underlier stocks are converted into U.S.\ndollars for purposes of calculating the level of the underlier, holders of the notes will be exposed to currency exchange rate risk with\nrespect to each of the currencies in which the underlier stocks trade. Your net exposure will depend on the extent to which those currencies\nstrengthen or weaken against the U.S. dollar and the relative weight of the underlier stocks denominated in each of those currencies.\nIf, taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the level of the underlier will\nbe adversely affected and the payment at maturity, if any, may be reduced. Of particular importance to potential currency exchange risk\nare:

●

existing and expected rates of inflation;

●

existing and expected interest rate levels;

●

the balance of payments in the countries issuing those currencies and the United States and between each country and its major trading\npartners;

●

political, civil or military unrest in the countries issuing those currencies and the United States; and

●

the extent of government surpluses or deficits in the countries issuing those currencies and the United States.

All of these factors are in turn sensitive to the monetary, fiscal\nand trade policies pursued by the governments of the countries issuing those currencies and the United States and other countries important\nto international trade and finance.

The Notes Are Subject to Risks Associated\nwith Securities Issued by Non-U.S. Companies

The underlier stocks have been issued by non-U.S. companies. Investments\nin securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries and/or the securities\nmarkets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental\nintervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available\ninformation about companies in some of these jurisdictions than there is about U.S. companies that are subject to the

PS-16

reporting requirements of the SEC, and generally non-U.S. companies\nare subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those\napplicable to U.S. reporting companies. The prices of securities in foreign markets may be affected by political, economic, financial\nand social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange\nlaws.

PS-17

THE Underlier

The MSCI EAFE^® Index is a free float-adjusted market\ncapitalization index that is designed to measure the equity market performance of the large- and mid-cap segments of certain developed\nmarkets, excluding the United States and Canada. For additional information about the MSCI EAFE^® Index, see the information\nset forth under “Equity Index Descriptions — The MSCI Indices” on page US-11 in the accompanying underlying supplement.

In addition, information about the MSCI EAFE^® Index\nmay be obtained from other sources, including, but not limited to, the underlier sponsor’s website (including information regarding\nthe underlier’s (i) sector weightings and (ii) country weightings). We are not incorporating by reference into this pricing supplement\nthe website or any material it includes. Neither we nor any agent or dealer for this offering makes any representation that this publicly\navailable information regarding the underlier is accurate or complete.

Historical Closing Levels of the Underlier

The closing level of the underlier has fluctuated in the past and\nmay, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier\nduring any period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during\nthe term of your notes.

You should not take the historical levels of the underlier as\nan indication of the future performance of the underlier. We cannot give you any assurance that the future performance of the underlier\nor the underlier stocks will result in a return of any of your initial investment on the stated maturity date. In light of the increased\nvolatility currently being experienced by the securities markets, and recent market declines, it may be substantially more likely that\nyou could lose all or a substantial portion of your investment in the notes.

Neither we nor any of our affiliates make any representation to you\nas to the performance of the underlier. The actual performance of the underlier over the term of the offered notes, as well as the amount\npayable at maturity, may bear little relation to the historical levels shown below.

The graph below shows the closing levels of the underlier on each day from\nJanuary 1, 2021 through October 20, 2026. The closing level of the underlier on October 20, 2026 was 3,092.715. We obtained the closing\nlevels shown above and in the graph below from the Bloomberg Professional^® service (“Bloomberg”), without independent\nverification.

PS-18

\n \n \n

Historical Performance of the MSCI EAFE^®\n Index

$\"\"$

\n\n

Source: Bloomberg

PS-19

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