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PRICING SUPPLEMENT
\nFiled Pursuant to Rule 424(b)(2)
\nRegistration Statement Nos. 333-293684 and 333-293684-01
\nDated October 23, 2026

JPMorgan Chase Financial Company LLC Trigger Autocallable GEARS

$7,340,200 Linked to the common stock of Uber\nTechnologies, Inc. due October 26, 2029

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

\n \n \n

Investment\n Description

Trigger Autocallable GEARS (Growth Enhanced Asset Return Securities), which\nwe refer to as the “Securities,” are unsecured and unsubordinated debt securities issued by JPMorgan Chase Financial Company\nLLC (“JPMorgan Financial”), the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.,\nwith a return linked to the performance of a specific underlying (the “Underlying”). If the Underlying closes at or above\nthe Autocall Barrier (100.00% of the Initial Value) on the Observation Date, JPMorgan Financial will automatically call the Securities\nand pay you a Call Price equal to the principal amount per Security plus a Call Return of 20.00%. No further payments will be\nmade on the Securities once they have been automatically called, and you will not participate in any appreciation of the Underlying if\nthe Securities are automatically called. If by maturity the Securities have not been automatically called and the Underlying Return is\npositive, JPMorgan Financial will repay your principal amount at maturity plus pay a return equal to the Underlying Return times\nthe Upside Gearing of 1.70. If by maturity the Securities have not been automatically called and the Underlying Return is zero or negative\nbut the Final Value is greater than or equal to the Downside Threshold (75.00% of the Initial Value), JPMorgan Financial will repay your\nprincipal amount at maturity. However, if by maturity the Securities have not been automatically called, the Underlying Return is negative\nand the Final Value is less than the Downside Threshold, JPMorgan Financial will repay less than your principal amount at maturity, if\nanything, resulting in a loss of principal that is proportionate to the negative Underlying Return. In this case, you will have full\ndownside exposure to the Underlying from the Initial Value to the Final Value and could lose all of your principal amount. The closing\nprice of one share of the Underlying is subject to adjustments, in the sole discretion of the calculation agent, in the case of certain\ncorporate events described in the accompanying product supplement under “The Underlyings — Reference Stocks — Anti-Dilution\nAdjustments” and “The Underlyings — Reference Stocks — Reorganization Events.” Investing in the Securities\ninvolves significant risks. You may lose a significant portion or all of your principal amount. Generally, a higher Call Return is associated\nwith a greater risk of loss. You will not receive dividends or other distributions paid on the Underlying, and the Securities will not\npay interest. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities,\nincluding any repayment of principal, is subject to the creditworthiness of JPMorgan Financial, as issuer of the Securities, and the\ncreditworthiness of JPMorgan Chase & Co., as guarantor of the Securities. If JPMorgan Financial and JPMorgan Chase & Co.\nwere to default on their payment obligations, you may not receive any amounts owed to you under the Securities and you could lose your\nentire investment.

\n \n \n

Features

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

q	Call Return — JPMorgan Financial will automatically call the Securities for a Call Price equal to the principal amount plus a Call Return if the closing price of one share of the Underlying on the Observation Date is greater than or equal to the Autocall Barrier. No further payments will be made on the Securities once they have been automatically called, and investors will not participate in any appreciation of the Underlying if the Securities are automatically called.
q	Enhanced Growth Potential — If the Securities have not been automatically called, at maturity, the Upside Gearing feature will provide leveraged exposure to any positive performance of the Underlying. If the Underlying Return is negative, investors may be exposed to the negative Underlying Return at maturity.
q	Downside Exposure with Contingent Repayment of Principal at Maturity — If the Securities have not been automatically called and the Underlying Return is zero or negative but the Final Value is greater than or equal to the Downside Threshold, JPMorgan Financial will repay your principal amount at maturity. However, if the Securities have not been automatically called, the Underlying Return is negative and the Final Value is less than the Downside Threshold, JPMorgan Financial will repay less than your principal amount at maturity, if anything, resulting in a loss of principal that is proportionate to the decline in the price of one share of the Underlying from the Initial Value to the Final Value. You may lose a significant portion or all of your principal. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co.

\n \n \n

Key\n Dates

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

Trade Date	October 23, 2026
Original Issue Date (Settlement Date)	October 27, 2026
Observation Date¹	October 29, 2027
Final Valuation Date¹	October 23, 2029
Maturity Date¹	October 26, 2029

\n \n \n \n

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 a Single Underlying –– Notes Linked to a Single Underlying (Other Than a Commodity Index)” 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 “Key Risks — Risks Relating to the Securities Generally — We May Accelerate Your Securities If an Acceleration Event Occurs” in this pricing supplement

THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS.\nJPMORGAN FINANCIAL IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES CAN\nHAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT\nOBLIGATION OF JPMORGAN FINANCIAL FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO. YOU SHOULD NOT PURCHASE THE\nSECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS”\nBEGINNING ON PAGE 6 OF THIS PRICING SUPPLEMENT, UNDER “RISK FACTORS” BEGINNING ON PAGE S-2 OF THE ACCOMPANYING PROSPECTUS\nSUPPLEMENT AND UNDER “RISK FACTORS” BEGINNING ON PAGE PS-12 OF THE ACCOMPANYING PRODUCT SUPPLEMENT BEFORE PURCHASING ANY SECURITIES.\nEVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON,\nYOUR SECURITIES. YOU MAY LOSE A SIGNIFICANT PORTION OR ALL OF YOUR INITIAL INVESTMENT IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED\nON ANY SECURITIES EXCHANGE.

\n \n \n

Security\n Offering

We are offering Trigger Autocallable GEARS linked to the common stock of\nUber Technologies, Inc. The Securities are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples thereof.

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

Underlying	Call Return	Upside \n Gearing	Initial \nValue	Autocall Barrier	Downside \nThreshold	CUSIP	ISIN
Common stock of Uber Technologies, Inc. \n(Bloomberg ticker: UBER)	20.00%	1.70	$66.70	$66.70, which is 100.00% of the Initial Value	$50.03, which is 75.00% of the Initial Value	48135H307	US48135H3075

See “Additional Information about JPMorgan Financial, JPMorgan\nChase & Co. and the Securities” in this pricing supplement. The Securities will have the terms specified in the prospectus\nand the prospectus supplement, each dated April 17, 2026, product supplement no. 3-I dated April 17, 2026 and this pricing supplement.\nThe terms of the Securities as set forth in this pricing supplement, to the extent they differ or conflict with those set forth in the\naccompanying product supplement, will supersede the terms set forth in that product supplement.

Neither the Securities and Exchange Commission (the “SEC”)\nnor any state securities commission has approved or disapproved of the Securities or passed upon the accuracy or the adequacy of this\npricing supplement or the accompanying prospectus, the accompanying prospectus supplement and the accompanying product supplement. Any\nrepresentation to the contrary is a criminal offense.

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

	Price to Public¹	Fees and Commissions²	Proceeds to Issuer
Offering of Securities	Total	Per Security	Total	Per Security	Total	Per Security
Securities linked to the common stock of Uber Technologies, Inc. (Bloomberg ticker: UBER)	$7,340,200	$10.00	$183,505	$0.25	$7,156,695	$9.75

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

1	See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the Securities.
2	UBS Financial Services Inc., which we refer to as UBS, will receive selling commissions from us of $0.25 per $10.00 principal amount Security. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement, as supplemented by “Supplemental Plan of Distribution” in this pricing supplement.

The estimated value of the Securities, when the terms of the Securities\nwere set, was $9.705 per $10 principal amount Security. See “The Estimated\nValue of the Securities” in this pricing supplement for additional information.

The Securities 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.

\n \n \n \n

UBS Financial Services Inc.

$\"\"$

\n \n \n

Additional\n Information about JPMorgan Financial, JPMorgan Chase & Co. and the Securities

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 Securities\nare a part, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together with\nthe documents listed below, contains the terms of the Securities and supersedes all other prior or contemporaneous oral statements as\nwell as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,\nsample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things,\nthe matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product\nsupplement, as the Securities involve risks not associated with conventional debt securities.

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:
\nhttp://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf

Prospectus supplement and prospectus, each dated\nApril 17, 2026:
\nhttp://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\nJPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, the “Issuer,” “JPMorgan\nFinancial,” “we,” “us” and “our” refer to JPMorgan Chase Financial Company LLC.

\n \n \n

Supplemental\n Terms of the Securities

For purposes of the accompanying product supplement, the common stock\nof Uber Technologies, Inc. is a “Reference Stock.”

Notwithstanding anything to the contrary in the accompanying product\nsupplement, all values of an Underlying or values to which the value of that Underlying may be compared in the determination of any payment\non the Securities will be rounded to the same number of decimal places as the closing value of that Underlying published by the Bloomberg\nProfessional^® service (“Bloomberg”).

Investor\nSuitability

\n \n \n \n \n

The Securities may be suitable for you if, among other considerations:

t You\n fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal amount.

t You\n can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside\n market risk as a hypothetical investment in the Underlying.

t You\n believe the Underlying will close at or above the Autocall Barrier on the Observation Date or the Downside Threshold on the Final Valuation\n Date.

t You\n understand and accept that, if the Securities are automatically called, you will not participate in any appreciation of the Underlying\n and your potential return is limited to the Call Return.

t You\n are willing to invest in the Securities based on the Upside Gearing indicated on the cover hereof.

t You\n can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside price fluctuations\n of the Underlying.

t You\n do not seek current income from your investment and are willing to forgo dividends paid on the Underlying.

t You\n are able and willing to invest in Securities that may be automatically called early and you are otherwise able and willing to hold the\n Securities to maturity.

t You\n accept that there may be little or no secondary market for the Securities and that any secondary market will depend in large part on the\n price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to trade the Securities.

t You\n understand and accept the single stock risk associated with the Securities and the risks associated with the Underlying.

t You\n are willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Securities,\n and understand that if JPMorgan Financial and JPMorgan Chase & Co. default on their obligations, you may not receive any\n amounts due to you including any repayment of principal.

The Securities may not be suitable for you if, among other considerations:

t You\n do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal amount.

t You\n require an investment designed to provide a full return of principal at maturity.

t You\n cannot tolerate a loss of all or a substantial portion of your investment, or you are not willing to make an investment that may have\n the same downside market risk as a hypothetical investment in the Underlying.

t You\n believe the price of the Underlying will decline over the term of the Securities and is likely to close below the Autocall Barrier on\n the Observation Date or the Downside Threshold on the Final Valuation Date.

t You\n do not understand or accept that, if the Securities are automatically called, you will not participate in any appreciation of the Underlying\n and your potential return is limited to the Call Return.

t You\n are unwilling to invest in the Securities based on the Upside Gearing indicated on the cover hereof.

t You\n cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside price fluctuations\n of the Underlying.

t You\n seek current income from your investment or prefer not to forgo dividends paid on the Underlying.

t You\n are unable or unwilling to invest in Securities that may be automatically called early, or you are otherwise unable or unwilling to hold\n the Securities to maturity, or you seek an investment for which there will be an active secondary market.

t You\n do not understand or accept the single stock risk associated with the Securites or the risks associated with the Underlying.

t You\n are not willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Securities,\n including any repayment of principal.

The suitability\nconsiderations identified above are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your\nindividual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other\nadvisers have carefully considered the suitability of an investment in the Securities in light of your particular circumstances. You should\nalso review carefully the “Key Risks” section of this pricing supplement and the “Risk Factors” sections of the\naccompanying prospectus supplement and the accompanying product supplement for\nrisks related to an investment in the Securities. For more information on the Underlying, please see the section titled “The Underlying”\nbelow.

\n \n \n

Final\n Terms

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

Issuer:		JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:		JPMorgan Chase & Co.
Issue Price:		$10.00 per Security (subject to a minimum purchase of 100 Securities or $1,000)
Principal Amount:		$10.00 per Security. The payment upon an automatic call or at maturity will be based on the principal amount.
Underlying:		Common stock of Uber Technologies, Inc. (Bloomberg ticker: UBER)
Term:		Approximately 3 years, unless automatically called earlier
Call Feature:		The Securities will be automatically called if the closing price¹ of one share of the Underlying on the Observation Date is greater than or equal to the Autocall Barrier. If the Securities are automatically called, JPMorgan Financial will pay you on the Call Settlement Date a cash payment per Security equal to the Call Price for the Observation Date.
Observation Date²:		October 29, 2027
Call Settlement Date²:		November 3, 2027
Call Return:		The Call Return is based upon a rate of 20.00%. See “Call Return/Call Price.”
Call Price:		The Call Price equals the principal amount per Security plus $10.00 × the Call Return.
Payment at Maturity (per $10 principal amount Security):		\n If the Securities have not been automatically called and the Underlying\n Return is positive, JPMorgan Financial will pay you a cash payment at maturity\n per $10 principal amount Security equal to: \n $10.00 + ($10.00 × Underlying Return ×\n Upside Gearing) \n If the Securities have not been automatically called and the Underlying\n Return is zero or negative but the Final Value is greater than or equal to the Downside Threshold, JPMorgan\n Financial will pay you a cash payment at maturity of $10.00 per $10 principal amount Security. \n If the Securities have not been automatically called, the Underlying\n Return is negative and the Final Value is less than the Downside Threshold, JPMorgan\n Financial will pay you a cash payment at maturity per $10 principal amount Security equal to: \n $10.00 + ($10.00 × Underlying Return) \n In this scenario, you will be exposed to the decline of the Underlying\n and you will lose a significant portion or all of your principal amount in an amount proportionate to the negative Underlying Return.
Underlying Return:		\n (Final Value – Initial Value) \n Initial Value
Upside Gearing:		1.70
Initial Value:		The closing price of one share of the Underlying on the Trade Date, as specified on the cover of this pricing supplement
Final Value:		The closing price¹ of one share of the Underlying on the Final Valuation Date
Autocall Barrier:		100.00% of the Initial Value, as specified on the cover of this pricing supplement
Downside Threshold:		75.00% of the Initial Value, as specified on the cover of this pricing supplement

¹The closing price and the Stock Adjustment Factor of the Underlying\nare subject to adjustments, in the sole discretion of the calculation agent, in the case of certain corporate events described in the\naccompanying product supplement under “The Underlyings — Reference Stocks — Anti-Dilution Adjustments” and “The\nUnderlyings — Reference Stocks — Reorganization Events.”

² See footnote 1 under “Key Dates” on the front\ncover.

\n \n \n \n \n

Stock Adjustment Factor¹:

The Stock Adjustment Factor is referenced in determining the closing price of one share of the Underlying. The Stock Adjustment Factor is set initially at 1.0 on the Trade Date.

\n \n \n

Investment\n Timeline

\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


Trade Date		The Initial Value is observed. The Autocall Barrier and Downside Threshold are determined and the Upside Gearing is finalized.
$\"\"$
\n Observation \n Date		\n The Securities will be automatically called if the closing price of\n one share of the Underlying on the Observation Date is greater than or equal to the Autocall Barrier. \n \n If the Securities are automatically called, JPMorgan Financial will pay the\n Call Price for the Observation Date: equal to the principal amount plus an amount based on the Call Return.
$\"\"$
Maturity Date		\n If the Securities have not been automatically called, the Final Value\n and the Underlying Return are determined. \n If the Securities have not been automatically called and the Underlying\n Return is positive, JPMorgan Financial will pay you a cash payment at maturity\n per $10 principal amount Security equal to: \n $10.00 + ($10.00 × Underlying Return × \n Upside Gearing) \n If the Securities have not been automatically called and the Underlying\n Return is zero or negative but the Final Value is greater than or equal to the Downside Threshold, JPMorgan\n Financial will pay you a cash payment at maturity of $10.00 per $10 principal amount Security. \n If the Securities have not been automatically called, the Underlying\n Return is negative and the Final Value is less than the Downside Threshold, JPMorgan\n Financial will pay you a cash payment at maturity per $10 principal amount Security equal to: \n $10.00 + ($10.00 × Underlying Return) \n Under these circumstances, you will be exposed to the decline of\n the Underlying and you will lose a significant portion or all of your principal amount.

INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE A\nSIGNIFICANT PORTION OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO\nTHE CREDITWORTHINESS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. IF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. WERE TO DEFAULT\nON THEIR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

\n \n \n

Call\n Return/Call Price

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

Observation Date^†	Call Settlement Date^†	Call Return	Call Price (per $10)
October 29, 2027	November 3, 2027	20.00%	$12.00

\n \n \n \n

^†	See footnote 1 under “Key Dates” on the cover.

\n \n \n

What\n Are the Tax Consequences of the Securities?

You should review carefully the section entitled “United States\nFederal Taxation” in the accompanying prospectus supplement. The following discussion, when read in combination with that section,\nconstitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax\nconsequences of owning and disposing of Securities.

Based on current market conditions, in the opinion of our special tax\ncounsel it is reasonable to treat the Securities 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 Securities should be treated as long-term capital gain or loss if you hold your\nSecurities for more than a year, whether or not you are an initial purchaser of Securities at the issue price. However, the IRS or a court\nmay not respect this treatment, in which case the timing and character of any income or loss on the Securities could be materially and\nadversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment\nof “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require investors in\nthese instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including\nthe character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property\nto which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors\nshould 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 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 Securities,\npossibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment\nin the Securities, including possible alternative treatments and the issues presented by this notice.

Section 871(m) of the Code and Treasury regulations promulgated thereunder\n(“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents paid\nor deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S.\nequities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked to certain broad-based\nindices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice excludes from\nthe 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\nthat could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on\ncertain determinations made by us, our special tax counsel is of the opinion that Section 871(m) should not apply to the Securities with\nregard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. \nSection 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions\nwith respect to an Underlying Security. You should consult your tax adviser regarding the potential application of Section\n871(m) to the Securities.

\n \n \n

Key\n Risks

An investment in the Securities involves significant risks. Investing\nin the Securities is not equivalent to investing directly in the Underlying. These risks are explained in more detail in the “Risk\nFactors” sections of the accompanying prospectus supplement and the accompanying product supplement. We also urge you to consult\nyour investment, legal, tax, accounting and other advisers before you invest in the Securities.

Risks Relating to the Securities Generally

Your Investment in the Securities May Result in a Loss —\nThe Securities differ from ordinary debt securities in that we will not necessarily repay the full principal amount of the Securities.\nIf the Securities have not been automatically called and the Underlying Return is negative, we will pay you the principal amount of your\nSecurities in cash only if the Final Value has not declined below the Downside Threshold. If the Securities have not been automatically\ncalled, the Underlying Return is negative and the Final Value is less than the Downside Threshold, you will be exposed to the full decline\nof the Underlying and will lose a significant portion or all of your principal amount in an amount proportionate to the negative Underlying\nReturn. Accordingly, you could lose up to your entire principal amount.

Credit Risks of JPMorgan Financial and JPMorgan Chase & Co.\n— The Securities are unsecured and unsubordinated debt obligations of the Issuer, JPMorgan Chase Financial Company LLC,\nthe payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. The Securities will rank pari passu\nwith all of our other unsecured and unsubordinated obligations, and the related guarantee by JPMorgan Chase & Co. will rank\npari passu with all of JPMorgan Chase & Co.’s other unsecured and unsubordinated obligations. The Securities\nand related guarantees are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Securities,\nincluding any repayment of principal, depends on the ability of JPMorgan Financial and JPMorgan Chase & Co. to satisfy their\nobligations as they come due. As a result, the actual and perceived creditworthiness of JPMorgan Financial and JPMorgan Chase & Co.\nmay affect the market value of the Securities and, in the event JPMorgan Financial and JPMorgan Chase & Co. were to default\non their obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment.

As a Finance Subsidiary, JPMorgan Financial Has No Independent Activities\nand Limited Assets — As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities\nbeyond the issuance and administration of our securities and the collection of intercompany obligations. Aside from the initial capital\ncontribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co.\nto make payments under loans made by us to JPMorgan Chase & Co. or under other intercompany agreements. As a result, we\nare dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the Securities. We are not an operating\nsubsidiary of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co. we are not expected\nto have sufficient resources to meet our obligations in respect of the Securities as they come due. If JPMorgan Chase & Co.\ndoes not make payments to us and we are unable to make payments on the Securities, 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.

We May Accelerate Your Securities If an Acceleration Event Occurs — Upon the announcement or occurrence of an acceleration\nevent, we may, in our sole and absolute discretion, accelerate the payment on your Securities and pay you an amount determined by the\ncalculation agent in good faith and in a commercially reasonable manner by reference to the values of any fixed-income debt component\nand any derivatives underlying the economic terms of the Securities as of the date of the notice of acceleration. An acceleration event\nmeans an Underlying is no longer listed or admitted to trading on its relevant exchange and the calculation agent determines, in its sole\ndiscretion, that no Replacement Reference Stock (as defined in the accompanying product supplement) is available. If the payment\non your Securities is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable\ninvestment. Please see “The Underlyings — Reference Stocks — Delisting of a Reference Stock or Nationalization of a\nReference Stock Issuer” in the accompanying product supplement for more information.

Limited Return on the Securities If Automatically Called — If the Securities are automatically called, your potential\ngain on the Securities will be limited to the Call Return, regardless of any appreciation of the Underlying, which may be significant. \nIn addition, because the closing price of one share of the Underlying at various times during the term of the Securities could be higher\nthan on the Observation Date, you may receive a lower payment if the Securities are automatically called than you would have if you had\nhypothetically invested directly in the Underlying. Furthermore, if the Securities are automatically called, you will not benefit from\nthe Upside Gearing that applies to the payment at maturity if the Underlying Return is positive. Because the Upside Gearing does\nnot apply to the payment upon an automatic call, the payment upon an automatic call may be significantly less than the payment at maturity\nfor the same level of appreciation in the Underlying. Even though you will not participate in any potential appreciation of the\nUnderlying if the Securities are automatically called, you may be exposed to the Underlying’s downside market risk if the Securities\nare not automatically called.

The Upside Gearing Applies Only If You Hold the Securities to Maturity\n— You should be willing to hold your Securities to maturity. If you are able to\nsell your Securities prior to maturity in the secondary market, if any, the price you receive likely will not reflect the full economic\nvalue of the Upside Gearing or the Securities themselves, and the return you realize may be less than the product of the performance of\nthe Underlying and the Upside Gearing and may be less than the Underlying’s return, even if that return is positive. You can receive\nthe full benefit of the Upside Gearing only if you hold your Securities to maturity.

The Contingent Repayment of Principal Applies Only If You Hold the Securities\nto Maturity — You should be willing to hold your Securities to maturity.\nIf you are able to sell your Securities in the secondary market, if any, prior to maturity, you may have to sell them at a loss relative\nto your initial investment even if the closing price of one share of the Underlying is above the Downside Threshold. If by maturity the\nSecurities have not been automatically called, JPMorgan Financial will repay your principal amount as long as the Final Value is not below\nthe Downside Threshold. However, if the Underlying Return is negative and the Final Value is less than the Downside Threshold, JPMorgan\nFinancial will repay less than the principal amount, if anything, resulting in a loss that is proportionate to the decline in the closing\nprice of one share of the Underlying from the Initial Value to the Final Value. The contingent repayment of principal based on whether\nthe Final Value is below the Downside Threshold applies only if you hold your Securities to maturity.

Reinvestment Risk — If your Securities are automatically called early, the holding period over which you would have the\nopportunity to receive the Call Return could be as short as approximately one year. There is no guarantee that you would be able to reinvest\nthe proceeds from an investment in the Securities at a comparable rate of return for a similar level of risk in the event the Securities\nare automatically called prior to the Maturity Date.

No Interest Payments — JPMorgan Financial will not make\nany interest payments to you with respect to the Securities.

A Higher Call Return and/or a Lower Downside Threshold May Reflect Greater Expected Volatility of the Underlying, Which Is Generally\nAssociated with a Greater Risk of Loss — Volatility is a measure of the degree of variation in the price of the Underlying over\na period of time. The greater the expected volatility of the Underlying at the time the terms of the Securities are set, the greater\nthe expectation is at that time that the price of the Underlying could close below the Downside Threshold on the Final Valuation Date,\nresulting in the loss of a significant portion of your principal at maturity. In addition, the economic terms of the Securities,\nincluding the Call Return and the Downside Threshold, are based, in part, on the expected volatility of the Underlying at the time the\nterms of the Securities are set, where a higher expected volatility will generally be reflected in a higher Call Return and/or a lower\nDownside Threshold as compared to otherwise comparable securities. Accordingly, a higher Call Return will generally be indicative\nof a greater risk of loss while a lower Downside Threshold does not necessarily indicate that the Securities have a greater likelihood\nof returning your principal at maturity. You should be willing to accept the downside market risk of the Underlying and the potential\nloss of a significant portion or all of your principal at maturity.

No Dividend Payments or Voting Rights or Other Ownership Rights in the Underlying — As a holder of the Securities, you\nwill not have any ownership interest or rights in the Underlying, such as voting rights or rights to receive cash dividends or other distributions.\nIn addition, the issuer of the Underlying will not have any obligation to consider your interests as a holder of the Securities in taking\nany corporate action that might affect the value of the Underlying and the Securities.

Lack of Liquidity — The Securities will not be listed\non any securities exchange. JPMS intends to offer to purchase the Securities in the secondary market, but is not required to do so. Even\nif there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Securities easily. Because other\ndealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade your Securities is likely\nto depend on the price, if any, at which JPMS is willing to buy the Securities.

Tax Treatment — Significant aspects of the tax treatment\nof the Securities are uncertain. You should consult your tax adviser about your tax situation.

Risks Relating to Conflicts of Interest

Potential Conflicts — We and our affiliates play a variety\nof roles in connection with the issuance of the Securities, including acting as calculation agent and hedging our obligations under the\nSecurities and making the assumptions used to determine the pricing of the Securities and the estimated value of the Securities when the\nterms of the Securities are set, which we refer to as the estimated value of the Securities. In performing these duties, our and JPMorgan\nChase & Co.’s economic interests and the economic interests of the calculation agent and other affiliates of ours\nare potentially adverse to your interests as an investor in the Securities. In addition, our and JPMorgan Chase & Co.’s\nbusiness activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s economic\ninterests to be adverse to yours and could adversely affect any payment on the Securities and the value of the Securities. It is possible\nthat hedging or trading activities of ours or our affiliates in connection with the Securities could result in substantial returns for\nus or our affiliates while the value of the Securities declines. Please refer to “Risk Factors — Risks Relating to Conflicts\nof Interest” in the accompanying product supplement for additional information about these risks. We and/or our affiliates may also\ncurrently or from time to time engage in business with the issuer of the Underlying, including extending loans to, or making equity investments\nin, the issuer of the Underlying or providing advisory services to the issuer of the Underlying. As a prospective purchaser of the Securities,\nyou should undertake an independent investigation of the issuer of the Underlying as in your judgment is appropriate to make an informed\ndecision with respect to an investment in the Securities.

Potentially Inconsistent Research, Opinions or Recommendations by JPMS,\nUBS or Their Affiliates — JPMS, UBS or their affiliates may publish research, express opinions or provide recommendations\n(for example, with respect to the issuer of the Underlying) that are inconsistent with investing in or holding the Securities, and that\nmay be revised at any time. Any such research, opinions or recommendations may or may not recommend that investors buy or hold investments\nlinked to the Underlying and could affect the value of the Underlying, and therefore the market value of the Securities.

Potential JPMorgan Financial Impact on the Market Price of the Underlying\n— Trading or transactions by JPMorgan Financial or its affiliates in the Underlying or in futures, options or other derivative\nproducts on the Underlying may adversely affect the market price of the Underlying and, therefore, the market price of the Securities.

Risks Relating to the Estimated Value and Secondary Market Prices\nof the Securities

The Estimated Value of the Securities Is Lower Than the Original Issue\nPrice (Price to Public) of the Securities — The estimated value of the Securities is only an estimate determined by reference\nto several factors. The original issue price of the Securities exceeds the estimated value of the Securities because costs associated\nwith selling, structuring and hedging the Securities are included in the original issue price of the Securities. These costs include the\nselling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations\nunder the Securities, the estimated cost of hedging our obligations under the Securities and the fees, if any, paid for third-party data\nanalytics and/or electronic platform services. See “The Estimated Value of the Securities” in this pricing supplement.

The Estimated Value of the Securities Does Not Represent Future Values\nof the Securities and May Differ from Others’ Estimates — The estimated value of the Securities is determined by\nreference to internal pricing models of our affiliates when the terms of the Securities are set. This estimated value of the Securities\nis based on market conditions and other relevant factors existing at that time and assumptions about market parameters, which can include\nvolatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the\nSecurities that are greater than or less than the estimated value of the Securities. In addition, market conditions and other relevant\nfactors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the Securities could change\nsignificantly based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness,\ninterest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy Securities\nfrom you in secondary market transactions. See “The Estimated Value of the Securities” in this pricing supplement.

The Estimated Value of the Securities Is Derived by Reference to an Internal\nFunding Rate — The internal funding rate used in the determination of the estimated value of the Securities may differ\nfrom the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co.\nor its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of the\nSecurities as well as the higher issuance, operational and ongoing liability management costs of the Securities in comparison to those\ncosts for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain\nmarket inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding\nrate for the Securities. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the\nterms of the Securities and any secondary market prices of the Securities. See “The Estimated Value of the Securities” in\nthis pricing supplement.

The Value of the Securities as Published by JPMS (and Which May Be Reflected\non Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for a Limited Time Period —We\ngenerally expect that some of the costs included in the original issue price of the Securities will be partially paid back to you in connection\nwith any repurchases of your Securities by JPMS in an amount that will decline to zero over an initial predetermined period. These costs\ncan include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal\nsecondary market funding rates for structured debt issuances and the fees paid for third-party data analytics and/or electronic platform\nservices. See “Secondary Market Prices of the Securities” in this pricing supplement for additional information relating to\nthis initial period. Accordingly, the estimated value of your Securities during this initial period may be lower than the value of the\nSecurities as published by JPMS (and which may be shown on your customer account statements).

Secondary Market Prices of the Securities Will Likely Be Lower Than the\nOriginal Issue Price of the Securities — Any secondary market prices of the Securities will likely be lower than the\noriginal issue price of the Securities 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 selling commissions, projected hedging\nprofits, if any, estimated hedging costs and fees, if any, paid for third-party data analytics and/or electronic platform services that\nare included in the original issue price of the Securities. As a result, the price, if any, at which JPMS will be willing to buy Securities\nfrom you in secondary market transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your\nSecurities, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount\nand/or fees for use of an electronic platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could\nresult in a substantial loss to you. See the immediately following risk factor for information about additional factors that will impact\nany secondary market prices of the Securities.

The Securities are not designed to be short-term\ntrading instruments. Accordingly, you should be able and willing to hold your Securities to maturity. See “— Risks Relating\nto the Securities Generally — Lack of Liquidity” above.

Many Economic and Market Factors Will Impact the Value of the Securities\n— As described under “The Estimated Value of the Securities” in this pricing supplement, the Securities can\nbe thought of as securities that combine a fixed-income debt component with one or more derivatives. As a result, the factors that influence\nthe values of fixed-income debt and derivative instruments will also influence the terms of the Securities at issuance and their value\nin the secondary market. Accordingly, the secondary market price of the Securities during their term will be impacted by a number of economic\nand market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any,\nestimated hedging costs and the price of one share of the Underlying, including:

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

customary bid-ask spreads for similarly sized trades;

our internal secondary market funding rates for structured debt issuances;

the actual and expected volatility in the price of one share of the Underlying;

the time to maturity of the Securities;

the likelihood of an automatic call being triggered;

the dividend rate on the Underlying;

the occurrence of certain events affecting the Underlying that may or may not require an adjustment to the closing price and the Stock\nAdjustment Factor of the Underlying, including a merger or acquisition;

interest and yield rates in the market generally; and

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

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

Risks Relating to the Underlying

Single Stock Risk — The price of one share of the Underlying can rise or fall sharply due to factors specific to the\nUnderlying and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments,\nmanagement changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels,\ninterest rates and economic and political conditions. For additional information regarding the Underlying and its issuer, please see “The\nUnderlying” in this pricing supplement and the issuer’s SEC filings referred to in that section. We urge you to review financial\nand other information filed periodically with the SEC by the Underlying issuer.

No Affiliation with the Underlying Issuer — We are not affiliated with the issuer of the Underlying. We have not independently\nverified any of the information about the Underlying issuer contained in this pricing supplement. You should make your own investigation\ninto the Underlying and its issuer. We are not responsible for the Underlying issuer’s public disclosure of information, whether\ncontained in SEC filings or otherwise.

Anti-Dilution Protection Is Limited and May Be Discretionary — Although the calculation agent will adjust the closing\nprice and the Stock Adjustment Factor of the Underlying for certain corporate events (such as stock splits and stock dividends) affecting\nthe Underlying, the calculation agent is not required to make an adjustment for every corporate event that can affect the Underlying.\nIf an event occurs that does not require the calculation agent to make these adjustments, the market value of your Securities, whether\nthe Securities will be automatically called and any payment on the Securities may be materially and adversely affected. You should also\nbe aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from what is described\nin the accompanying product supplement as it deems necessary to ensure an equitable result. Subject to the foregoing, the calculation\nagent is under no obligation to consider your interests as a holder of the Securities in making these determinations.

\n \n \n

Hypothetical\n Examples and Return Table

Hypothetical terms only. Actual terms may vary.\nSee the cover page for actual offering terms.

The following tables and hypothetical examples below illustrate the payment\nupon an automatic call or at maturity per $10.00 principal amount Security for a hypothetical range of Underlying Returns from -100.00%\nto +100.00% on an offering of the Securities linked to a hypothetical Underlying and assume a hypothetical Initial Value of $100, a hypothetical\nCall Return of 5.00%, a hypothetical Autocall Barrier of $100.00, a hypothetical Downside Threshold of $90 and a hypothetical Upside Gearing\nof 1.05. The hypothetical Initial Value of $100 has been chosen for illustrative purposes only and does not represent the actual Initial\nValue. The actual Initial Value, Autocall Barrier and Downside Threshold are based on the closing price of one share of the Underlying\non the Trade Date and are specified on the cover of this pricing supplement. For historical data regarding the actual closing prices of\none share of the Underlying, please see the historical information set forth under “The Underlying” in this pricing supplement.\nThe actual Upside Gearing and Call Return are specified on the cover of this pricing supplement. The hypothetical payment at maturity\nexamples set forth below are for illustrative purposes only and may not be the actual returns applicable to a purchaser of the Securities.\nThe actual payment at maturity may be more or less than the amounts displayed below and will be determined based on the actual terms of\nthe Securities, including the Call Return, the Initial Value, the Autocall Barrier, the Downside Threshold, the Upside Gearing and the\nFinal Value on the Final Valuation Date. You should consider carefully whether the Securities are suitable to your investment goals. The\nnumbers appearing in the examples and tables below have been rounded for ease of analysis.

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

Principal Amount:	$10.00
Term:	Approximately 3 years (unless automatically called earlier)
Hypothetical Initial Value:	$100.00
Hypothetical Call Return:	5.00%
Hypothetical Autocall Barrier:	$100.00 (which is 100.00% of the hypothetical Initial Value)
Hypothetical Downside Threshold:	$90.00 (which is 90.00% of the hypothetical Initial Value)
Hypothetical Upside Gearing:	1.05

The examples below are purely hypothetical and are intended to illustrate\nhow the value of any payment on the Securities will depend on the closing price of one share of the Underlying on the Observation Date\nor the Final Valuation Date.

Hypothetical Payment upon an Automatic Call

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

Closing Price on \n Observation Date	*Underlying Return (%)**	Payment upon Automatic Call ($)	Return upon Automatic Call \nper \n$10.00 issue price (%)
$200.00	100.00%	$10.50	5.00%
$190.00	90.00%	$10.50	5.00%
$180.00	80.00%	$10.50	5.00%
$170.00	70.00%	$10.50	5.00%
$160.00	60.00%	$10.50	5.00%
$150.00	50.00%	$10.50	5.00%
$140.00	40.00%	$10.50	5.00%
$130.00	30.00%	$10.50	5.00%
$120.00	20.00%	$10.50	5.00%
$115.00	15.00%	$10.50	5.00%
$110.00	10.00%	$10.50	5.00%
$105.00	5.00%	$10.50	5.00%
$102.50	2.50%	$10.50	5.00%
$100.00	0.00%	$10.50	5.00%
$95.00	-5.00%	N/A	N/A
$90.00	-10.00%	N/A	N/A
$80.00	-20.00%	N/A	N/A
$70.00	-30.00%	N/A	N/A
$60.00	-40.00%	N/A	N/A
$50.00	-50.00%	N/A	N/A
$40.00	-60.00%	N/A	N/A
$30.00	-70.00%	N/A	N/A
$20.00	-80.00%	N/A	N/A
$10.00	-90.00%	N/A	N/A
$0.00	-100.00%	N/A	N/A
As used in this table, “Underlying Return” is equal to (a) the closing price of one share of the Underlying on the Observation Date minus* the Initial Value, divided by (b) the Initial Value, expressed as a percentage.

Example 1 — Securities Are Automatically Called on the Observation\nDate

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

Closing price at Observation Date:	$115.00 (at or above Autocall Barrier, Securities are automatically called)
Call Price (per Security):	$10.50

Because the Securities are automatically called on the Observation\nDate, JPMorgan Financial will pay you on the Call Settlement Date a Call Price of $10.50 per $10.00 principal amount (a 5.00% return on\nthe Securities). No further amounts will be owed on the Securities.

Hypothetical Payment at Maturity if the Securities are NOT subject\nto an Automatic Call:

Final Value	Underlying Return (%)	Payment at Maturity ($)	Return at Maturity per \n$10.00 issue price (%)
$200.00	100.00%	$20.500	105.00%
$190.00	90.00%	$19.450	94.50%
$180.00	80.00%	$18.400	84.00%
$170.00	70.00%	$17.350	73.50%
$160.00	60.00%	$16.300	63.00%
$150.00	50.00%	$15.250	52.50%
$140.00	40.00%	$14.200	42.00%
$130.00	30.00%	$13.150	31.50%
$120.00	20.00%	$12.100	21.00%
$110.00	10.00%	$11.050	10.50%
$105.00	5.00%	$10.525	5.25%
$100.00	0.00%	$10.000	0.00%
$95.00	-5.00%	$10.000	0.00%
$90.00	-10.00%	$10.000	0.00%
$89.99	-10.01%	$8.999	-10.01%
$80.00	-20.00%	$8.000	-20.00%
$70.00	-30.00%	$7.000	-30.00%
$60.00	-40.00%	$6.000	-40.00%
$50.00	-50.00%	$5.000	-50.00%
$40.00	-60.00%	$4.000	-60.00%
$30.00	-70.00%	$3.000	-70.00%
$20.00	-80.00%	$2.000	-80.00%
$10.00	-90.00%	$1.000	-90.00%
$0.00	-100.00%	$0.000	-100.00%

Example 2 — Securities Have NOT Been Automatically Called and\nthe Final Value Is Above the Initial Value

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

Closing price at Observation Date:	$95.00 (below Autocall Barrier, Securities NOT automatically called)
Closing price at Final Valuation Date:	$105.00 (above Initial Value)

Settlement Amount (per Security):	\n $10.00 + ($10.00 × Underlying Return × Upside Gearing) \n $10.00 + ($10.00 × 5% × 1.05) \n $10.525

Because the Securities have not been automatically called, the Final\nValue is above the Initial Value and the Underlying Return is 5%, at maturity JPMorgan Financial will pay you a total of $10.525 per $10.00\nprincipal amount (a 5.25% return on the Securities).

Example 3 — Securities Have NOT Been Automatically Called and\nthe Final Value Is Below the Initial Value but At or Above the Downside Threshold

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

Closing price at Observation Date:	$90.00 (below Autocall Barrier, Securities NOT automatically called)
Closing price at Final Valuation Date:	$95.00 (below Initial Value, but at or above Downside Threshold)

Settlement Amount (per Security):	$10.00

Because the Securities have not been automatically called and the Final\nValue is below the Initial Value but at or above the Downside Threshold, at maturity JPMorgan Financial will pay you a total of $10.00\nper $10.00 principal amount (a 0% return on the Securities).

Example 4 — Securities Have NOT Been Automatically Called and\nthe Final Value Is Below the Downside Threshold

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

Closing price at Observation Date:	$90.00 (below Autocall Barrier, Securities NOT automatically called)
Closing price at Final Valuation Date:	$60.00 (below Initial Value and Downside Threshold)

Settlement Amount (per Security):	\n $10.00 + ($10.00 × Underlying Return) \n $10.00 + ($10.00 × -40%) \n $6.00

Because the Securities have not been automatically called, the Final\nValue is below the Downside Threshold and the Underlying Return is -40%, at maturity JPMorgan Financial will pay you a total of $6.00\nper $10.00 principal amount (a 40% loss on the Securities).

If the Securities have not been automatically called, the Underlying\nReturn is negative and the Final Value is less than the Downside Threshold, investors will be exposed to the negative Underlying Return\nat maturity, resulting in a loss of principal that is proportionate to the Underlying’s decline from the Initial Value to the Final\nValue. Investors could lose a significant portion or all of their principal amount.

The hypothetical returns and hypothetical payments on the Securities\nshown above apply only if you hold the Securities for their entire term or until automatically called. These hypotheticals do not\nreflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the\nhypothetical returns and hypothetical payments shown above would likely be lower.

\n \n \n

The\n Underlying

According to its publicly available filings with the SEC, Uber Technologies,\nInc., which we refer to as Uber, develops and operates proprietary technology applications supporting a variety of offerings on its platform\nthat connects (i) consumers with providers of ride services for ridesharing services, (ii) consumers with restaurants, grocers and other\nstores with delivery service providers for meal preparation, grocery and other delivery services, (iii) consumers with public transportation\nnetworks and (iv) shippers with carriers in the freight industry by providing carriers with the ability to book a shipment, transportation\nmanagement and other logistics services. The common stock of Uber, par value $0.00001 per share (Bloomberg ticker: UBER), is registered\nunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is listed on the New York Stock Exchange,\nwhich we refer to as the relevant exchange for purposes of Uber in the accompanying product supplement. Information provided to or filed\nwith the SEC by Uber pursuant to the Exchange Act can be located by reference to the SEC file number 001-38902, and can be accessed through\nwww.sec.gov. We do not make any representation that these publicly available documents are accurate or complete.

Historical Information

The graph below illustrates the daily performance of the Underlying from\nMay 10, 2019 through October 23, 2026, based on information from the Bloomberg Professional^® service (“Bloomberg”),\nwithout independent verification. The Underlying commenced trading on the New York Stock Exchange on May 10, 2019 and therefore has limited\nperformance history. The closing price of one share of the Underlying on October 23, 2026 was $66.70. We obtained the closing prices above\nand below from Bloomberg, without independent verification. The closing prices may have been adjusted by Bloomberg for corporate actions\nsuch as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since its inception, the price of one share of the Underlying has experienced\nsignificant fluctuations. The historical performance of the Underlying should not be taken as an indication of future performance, and\nno assurance can be given as to the closing prices of one share of the Underlying during the term of the Securities. There can be\nno assurance that the performance of the Underlying will result in the return of any of your principal amount.

The dotted lines represent the Autocall Barrier\nof $66.70 and the Downside Threshold of $50.03, equal to 100.00% and 75.00%, respectively, of the closing price of one share of the Underlying\non October 23, 2026.

Past performance of the Underlying is not indicative of the future\nperformance of the Underlying.

$\"\"$

The historical performance of the Underlying should not be\ntaken as an indication of future performance, and no assurance can be given as to the closing price of one share of the Underlying on\nthe Observation Date or the Final Valuation Date. There can be no assurance that the performance of the Underlying will result in the\nreturn of any of your principal amount.

\n \n \n

Supplemental\n Plan of Distribution

We and JPMorgan Chase & Co. have agreed to indemnify\nUBS and JPMS against liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required to\nmake relating to these liabilities as described in the prospectus supplement and the prospectus. We have agreed that UBS may sell all\nor a part of the Securities that it purchases from us to the public or its affiliates at the price to public indicated on the cover hereof.

Subject to regulatory constraints, JPMS intends to offer to purchase\nthe Securities in the secondary market, but it is not required to do so.

We or our affiliates may enter into swap agreements or related hedge\ntransactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities, and JPMS and/or\nan affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “Supplemental\nUse of Proceeds” in this pricing supplement and “Use of Proceeds and Hedging” in the accompanying product supplement.

\n \n \n

The\n Estimated Value of the Securities

The estimated value of the Securities set forth on the cover of this\npricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with\nthe same maturity as the Securities, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying\nthe economic terms of the Securities. The estimated value of the Securities does not represent a minimum price at which JPMS would be\nwilling to buy your Securities in any secondary market (if any exists) at any time. The internal funding rate used in the determination\nof the estimated value of the Securities may differ from the market-implied funding rate for vanilla fixed income instruments of a similar\nmaturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our\naffiliates’ view of the funding values of the Securities as well as the higher issuance, operational and ongoing liability management\ncosts of the Securities in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co.\nThis internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate\nthe prevailing market replacement funding rate for the Securities. The use of an internal funding rate and any potential changes to that\nrate may have an adverse effect on the terms of the Securities and any secondary market prices of the Securities. For additional information,\nsee “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The Estimated\nValue of the Securities Is Derived by Reference to an Internal Funding Rate” in this pricing supplement. The value of the derivative\nor derivatives underlying the economic terms of the Securities is derived from internal pricing models of our affiliates. These models\nare dependent on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which\nare market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about\nfuture market events and/or environments. Accordingly, the estimated value of the Securities is determined when the terms of the Securities\nare set based on market conditions and other relevant factors and assumptions existing at that time. See “Key Risks — Risks\nRelating to the Estimated Value and Secondary Market Prices of the Securities — The Estimated Value of the Securities Does Not Represent\nFuture Values of the Securities and May Differ from Others’ Estimates” in this pricing supplement.

The estimated value of the Securities is lower than the original\nissue price of the Securities because costs associated with selling, structuring and hedging the Securities are included in the original\nissue price of the Securities. These costs include the selling commissions paid to UBS, the projected profits, if any, that our affiliates\nexpect to realize for assuming risks inherent in hedging our obligations under the Securities, the estimated cost of hedging our obligations\nunder the Securities and the fees, if any, paid for third-party data analytics and/or electronic platform services. Because hedging our\nobligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or\nless than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations\nunder the Securities. See “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities\n— The Estimated Value of the Securities Is Lower Than the Original Issue Price (Price to Public) of the Securities” in this\npricing supplement.

\n \n \n

Secondary\n Market Prices of the Securities

For information about factors that will impact any secondary market\nprices of the Securities, see “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities\n— Many Economic and Market Factors Will Impact the Value of the Securities” in this pricing supplement. In addition, we generally\nexpect that some of the costs included in the original issue price of the Securities will be partially paid back to you in connection\nwith any repurchases of your Securities by JPMS in an amount that will decline to zero over an initial predetermined period that is intended\nto be up to nine months. The length of any such initial period reflects secondary market volumes for the Securities, the structure of\nthe Securities, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging\nthe Securities and when these costs are incurred, as determined by our affiliates. See “Key Risks — Risks Relating to the\nEstimated Value and Secondary Market Prices of the Securities — The Value of the Securities as Published by JPMS (and Which May\nBe Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for a Limited Time\nPeriod” in this pricing supplement.

\n \n \n

Supplemental\n Use of Proceeds

The Securities are offered to meet investor demand for products that\nreflect the risk-return profile and market exposure provided by the Securities. See “Hypothetical Examples and Return Table”\nin this pricing supplement for an illustration of the risk-return profile of the Securities and “The Underlying” in this pricing\nsupplement for a description of the market exposure provided by the Securities.

The original issue price of the Securities is equal to the estimated\nvalue of the Securities plus the selling commissions paid to UBS, plus (minus) the projected profits (losses) that our affiliates expect\nto realize for assuming risks inherent in hedging our obligations under the Securities, plus the estimated cost of hedging our obligations\nunder the Securities, plus the fees, if any, paid for third-party data analytics and/or electronic platform services.

\n \n \n

Validity\n of the Securities and the Guarantee

In the opinion of Davis Polk & Wardwell LLP, as special products\ncounsel to JPMorgan Financial and JPMorgan Chase & Co., when the Securities offered by this pricing supplement have been\nissued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying

agent has made, in accordance with the instructions from JPMorgan Financial,\nthe appropriate entries or notations in its records relating to the master global note that represents such Securities (the “master\nnote”), and such Securities have been delivered against payment as contemplated herein, such Securities will be valid and binding\nobligations of 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\nSecurities to the extent determined to constitute unearned interest. This opinion is given as of the date hereof and is limited to the\nlaws of 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 Securities, the related guarantee (together with the indenture and the Securities, the “Documents”) or\nsuch transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents\nor 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\nto national security. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution\nand delivery of the indenture and its authentication of the master note and the validity, binding nature and enforceability of the indenture\nwith 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\nRegistration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2026.

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