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SEC · EDGAR 财务披露·· 5 小时前AI 评分34

摩根大通发行挂钩ETF的附息票据

JPMORGAN CHASE & CO (0000019617) (Filer)

AI 导读

摩根大通发行260,000美元附息票据,由摩根金融公司发行并获摩根大通担保,最低面额1,000美元。若三只ETF收盘价均不低于初始价值60%,可获年化10%或有利息,否则无利息。投资者面临本金损失风险,可能损失超过50%甚至全部本金。

正文

October 14, 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)

Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026

and the prospectus and prospectus supplement, each dated April 17, 2026

JPMorgan Chase Financial Company LLC

Structured Investments

$260,000

Callable Contingent Interest Notes Linked to the Least

Performing of the State Street® Utilities Select Sector SPDR®

ETF, the State Street® Consumer Staples Select Sector

SPDR® ETF and the iShares® Silver Trust due October 17,

2030

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

• The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for

which the closing price of one share of each of the State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust, which we refer to as the Funds, is greater

than or equal to 60.00% of its Initial Value, which we refer to as an Interest Barrier.

• The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other

than the first, second and final Interest Payment Dates).

• The earliest date on which the notes may be redeemed early is January 20, 2027.

• Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no

Contingent Interest Payment may be made with respect to some or all Review Dates.

• Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive

Contingent Interest Payments.

• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to

as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any

payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit

risk of JPMorgan Chase & Co., as guarantor of the notes.

• Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the

performance of each of the Funds individually, as described below.

• Minimum denominations of $1,000 and integral multiples thereof

• The notes priced on October 14, 2026 and are expected to settle on or about October 19, 2026.

• CUSIP: 46661PRV1

Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying

prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and

“Selected Risk Considerations” beginning on page PS-6 of this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved

of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,

underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

Price to Public (1)

Fees and Commissions (2)

Proceeds to Issuer

Per note

$1,000

$2.50

$997.50

Total

$260,000

$650

$259,350

(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the

notes.

(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling

commissions of $2.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of

Distribution (Conflicts of Interest)” in the accompanying product supplement.

The estimated value of the notes, when the terms of the notes were set, was $968.90 per $1,000 principal amount note.

See “The Estimated Value of the Notes” in this pricing supplement for additional information.

The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency

and are not obligations of, or guaranteed by, a bank.

PS-1 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Funds: The State Street® Utilities Select Sector SPDR® ETF

(Bloomberg ticker: XLU), the State Street® Consumer Staples

Select Sector SPDR® ETF (Bloomberg ticker: XLP) and the

iShares® Silver Trust (Bloomberg ticker: SLV)

Contingent Interest Payments: If the notes have not been

previously redeemed early and the closing price of one share of

each Fund on any Review Date is greater than or equal to its

Interest Barrier, you will receive on the applicable Interest

Payment Date for each $1,000 principal amount note a

Contingent Interest Payment equal to $8.3333 (equivalent to a

Contingent Interest Rate of 10.00% per annum, payable at a rate

of 0.83333% per month).

If the closing price of one share of any Fund on any Review Date

is less than its Interest Barrier, no Contingent Interest Payment

will be made with respect to that Review Date.

Contingent Interest Rate: 10.00% per annum, payable at a rate

of 0.83333% per month

Interest Barrier: With respect to each Fund, 60.00% of its Initial

Value, which is $25.032 for the State Street® Utilities Select

Sector SPDR® ETF, $51.636 for the State Street® Consumer

Staples Select Sector SPDR® ETF and $30.132 for the iShares®

Silver Trust

Trigger Value: With respect to each Fund, 50.00% of its Initial

Value, which is $20.86 for the State Street® Utilities Select Sector

SPDR® ETF, $43.03 for the State Street® Consumer Staples

Select Sector SPDR® ETF and $25.11 for the iShares® Silver

Trust

Pricing Date: October 14, 2026

Original Issue Date (Settlement Date): On or about October 19,

2026

Review Dates*: November 16, 2026, December 14, 2026,

January 14, 2027, February 16, 2027, March 15, 2027, April 14,

2027, May 14, 2027, June 14, 2027, July 14, 2027, August 16,

2027, September 14, 2027, October 14, 2027, November 15,

2027, December 14, 2027, January 14, 2028, February 14, 2028,

March 14, 2028, April 17, 2028, May 15, 2028, June 14, 2028,

July 14, 2028, August 14, 2028, September 14, 2028, October 16,

2028, November 14, 2028, December 14, 2028, January 16,

2029, February 14, 2029, March 14, 2029, April 16, 2029, May 14,

2029, June 14, 2029, July 16, 2029, August 14, 2029, September

14, 2029, October 15, 2029, November 14, 2029, December 14,

2029, January 14, 2030, February 14, 2030, March 14, 2030, April

15, 2030, May 14, 2030, June 14, 2030, July 15, 2030, August 14,

2030, September 16, 2030 and October 14, 2030 (final Review

Date)

Interest Payment Dates*: November 19, 2026, December 17,

2026, January 20, 2027, February 19, 2027, March 18, 2027, April

19, 2027, May 19, 2027, June 17, 2027, July 19, 2027, August 19,

2027, September 17, 2027, October 19, 2027, November 18,

2027, December 17, 2027, January 20, 2028, February 17, 2028,

March 17, 2028, April 20, 2028, May 18, 2028, June 20, 2028,

July 19, 2028, August 17, 2028, September 19, 2028, October 19,

2028, November 17, 2028, December 19, 2028, January 19,

2029, February 20, 2029, March 19, 2029, April 19, 2029, May 17,

2029, June 20, 2029, July 19, 2029, August 17, 2029, September

19, 2029, October 18, 2029, November 19, 2029, December 19,

2029, January 17, 2030, February 20, 2030, March 19, 2030, April

18, 2030, May 17, 2030, June 20, 2030, July 18, 2030, August 19,

2030, September 19, 2030 and the Maturity Date

Maturity Date*: October 17, 2030

Early Redemption:

We, at our election, may redeem the notes early, in whole but

not in part, on any of the Interest Payment Dates (other than the

first, second and final Interest Payment Dates) at a price, for

each $1,000 principal amount note, equal to (a) $1,000 plus (b)

the Contingent Interest Payment, if any, applicable to the

immediately preceding Review Date. If we intend to redeem

your notes early, we will deliver notice to The Depository Trust

Company, or DTC, at least three business days before the

applicable Interest Payment Date on which the notes are

redeemed early.

Payment at Maturity:

If the notes have not been redeemed early and the Final Value

of each Fund is greater than or equal to its Trigger Value, you

will receive a cash payment at maturity, for each $1,000

principal amount note, equal to (a) $1,000 plus (b) the

Contingent Interest Payment, if any, applicable to the final

Review Date.

If the notes have not been redeemed early and the Final Value

of any Fund is less than its Trigger Value, your payment at

maturity per $1,000 principal amount note will be calculated as

follows:

$1,000 + ($1,000 × Least Performing Fund Return)

If the notes have not been redeemed early and the Final Value

of any Fund is less than its Trigger Value, you will lose more

than 50.00% of your principal amount at maturity and could lose

all of your principal amount at maturity.

Least Performing Fund: The Fund with the Least Performing

Fund Return

Least Performing Fund Return: The lowest of the Fund

Returns of the Funds

Fund Return:

With respect to each Fund,

(Final Value – Initial Value)

Initial Value

Initial Value: With respect to each Fund, the closing price of

one share of that Fund on the Pricing Date, which was $41.72

for the State Street® Utilities Select Sector SPDR® ETF, $86.06

for the State Street® Consumer Staples Select Sector SPDR®

ETF and $50.22 for the iShares® Silver Trust

Final Value: With respect to each Fund, the closing price of

one share of that Fund on the final Review Date

Share Adjustment Factor: With respect to each Fund, the

Share Adjustment Factor is referenced in determining the

closing price of one share of that Fund and is set equal to 1.0

on the Pricing Date. The Share Adjustment Factor of each

Fund is subject to adjustment upon the occurrence of certain

events affecting that Fund. See “The Underlyings — Funds —

Anti-Dilution Adjustments” in the accompanying product

supplement for further information.

*Subject to postponement in the event of a market disruption

event and as described under “General Terms of Notes —

Postponement of a Determination Date — Notes Linked to

Multiple Underlyings” and “General Terms of Notes —

Postponement of a Payment Date” in the accompanying

product supplement or early acceleration in the event of an

acceleration event as described under “General Terms of Notes

— Consequences of an Acceleration Event” in the

accompanying product supplement and “Selected Risk

Considerations — Risks Relating to the Notes Generally — We

May Accelerate Your Notes If an Acceleration Event Occurs” in

this pricing supplement

PS-2 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

How the Notes Work

Payments in Connection with the First and Second Review Dates

Payments in Connection with Review Dates (Other than the First, Second and Final Review Dates)

The closing price of one share of each Fund is

greater than or equal to its Interest Barrier.

The closing price of one share of any Fund is less

than its Interest Barrier.

First and Second Review Dates

Compare the closing price of one share of each Fund to its Interest Barrier on each Review Date.

You will receive a Contingent Interest Payment on the

applicable Interest Payment Date.

Proceed to the next Review Date.

No Contingent Interest Payment will be made with respect to

the applicable Review Date.

Proceed to the next Review Date.

You will receive (a) $1,000 plus (b) a

Contingent Interest Payment on the

applicable Interest Payment Date.

No further payments will be made on the

notes.

Compare the closing price of one share of each Fund to its Interest Barrier on each Review Date until the final Review Date or any early

redemption.

Review Dates (Other than the First, Second and Final Review Dates)

Early Redemption

The closing price of one share of

each Fund is greater than or

equal to its Interest Barrier.

The closing price of one share of

any Fund is less than its Interest

Barrier.

You will receive a Contingent Interest

Payment on the applicable Interest

Payment Date.

Proceed to the next Review Date.

No Contingent Interest Payment will

be made with respect to the

applicable Review Date.

Proceed to the next Review Date.

No Early Redemption

You will receive $1,000 on the applicable

Interest Payment Date.

No further payments will be made on the

notes.

PS-3 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

Payment at Maturity If the Notes Have Not Been Redeemed Early

Total Contingent Interest Payments

The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the

notes based on the Contingent Interest Rate of 10.00% per annum, depending on how many Contingent Interest Payments are made

prior to early redemption or maturity.

Number of Contingent

Interest Payments

Total Contingent Interest

Payments

48

$400.0000

47

$391.6667

46

$383.3333

45

$375.0000

44

$366.6667

43

$358.3333

42

$350.0000

41

$341.6667

40

$333.3333

39

$325.0000

38

$316.6667

37

$308.3333

36

$300.0000

35

$291.6667

34

$283.3333

33

$275.0000

32

$266.6667

31

$258.3333

30

$250.0000

29

$241.6667

28

$233.3333

27

$225.0000

26

$216.6667

25

$208.3333

24

$200.0000

23

$191.6667

22

$183.3333

21

$175.0000

Review Dates Preceding the

Final Review Date

You will receive (a) $1,000 plus (b) the

Contingent Interest Payment, if any,

applicable to the final Review Date.

The notes have not been

redeemed early prior to the

final Review Date.

Proceed to maturity

Final Review Date Payment at Maturity

The Final Value of each Fund is greater than or

equal to its Trigger Value.

You will receive:

$1,000 + ($1,000 ×Least Performing

Fund Return)

Under these circumstances, you will

lose a significant portion or all of your

principal amount at maturity.

The Final Value of any Fund is less than its

Trigger Value.

PS-4 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

20

$166.6667

19

$158.3333

18

$150.0000

17

$141.6667

16

$133.3333

15

$125.0000

14

$116.6667

13

$108.3333

12

$100.0000

11

$91.6667

10

$83.3333

9

$75.0000

8

$66.6667

7

$58.3333

6

$50.0000

5

$41.6667

4

$33.3333

3

$25.0000

2

$16.6667

1

$8.3333

0

$0.0000

Hypothetical Payout Examples

The following examples illustrate payments on the notes linked to three hypothetical Funds, assuming a range of performances for the

hypothetical Least Performing Fund on the Review Dates. Solely for purposes of this section, the Least Performing Fund with

respect to each Review Date is the least performing of the Funds determined based on the closing price of one share of each

Fund on that Review Date compared with its Initial Value.

The hypothetical payments set forth below assume the following:

• the notes have not been redeemed early;

• an Initial Value for each Fund of $100.00;

• an Interest Barrier for each Fund of $60.00 (equal to 60.00% of its hypothetical Initial Value);

• a Trigger Value for each Fund of $50.00 (equal to 50.00% of its hypothetical Initial Value); and

• a Contingent Interest Rate of 10.00% per annum.

The hypothetical Initial Value of each Fund of $100.00 has been chosen for illustrative purposes only and does not represent the actual

Initial Value of any Fund. The actual Initial Value of each Fund is the closing price of one share of that Fund on the Pricing Date and is

specified under “Key Terms — Initial Value” in this pricing supplement. For historical data regarding the actual closing prices of one

share of each Fund, please see the historical information set forth under “The Funds” in this pricing supplement.

Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser

of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.

PS-5 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

Example 1 — Notes have NOT been redeemed early and the Final Value of the Least Performing Fund is greater than or equal

to its Trigger Value and its Interest Barrier.

Date

Closing Price of One Share

of Least Performing Fund

Payment (per $1,000 principal amount note)

First Review Date

$95.00

$8.3333

Second Review Date

$85.00

$8.3333

Third through Forty-

Seventh Review Dates

Less than Interest Barrier

$0

Final Review Date

$90.00

$1,008.3333

Total Payment

$1,025.00 (2.50% return)

Because the notes have not been redeemed early and the Final Value of the Least Performing Fund is greater than or equal to its

Trigger Value and its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,008.3333 (or $1,000

plus the Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received

with respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,025.00.

Example 2 — Notes have NOT been redeemed early and the Final Value of the Least Performing Fund is less than its Interest

Barrier but is greater than or equal to its Trigger Value.

Date

Closing Price of One Share

of Least Performing Fund

Payment (per $1,000 principal amount note)

First Review Date

$95.00

$8.3333

Second Review Date

$80.00

$8.3333

Third through Forty-Seventh

Review Dates

Less than Interest Barrier

$0

Final Review Date

$55.00

$1,000.00

Total Payment

$1,016.6667 (1.66667% return)

Because the notes have not been redeemed early and the Final Value of the Least Performing Fund is less than its Interest Barrier but

is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. When

added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000

principal amount note, is $1,016.6667.

Example 3 — Notes have NOT been redeemed early and the Final Value of the Least Performing Fund is less than its Trigger

Value.

Date

Closing Price of One Share

of Least Performing Fund

Payment (per $1,000 principal amount note)

First Review Date

$40.00

$0

Second Review Date

$45.00

$0

Third through Forty-Seventh

Review Dates

Less than Interest Barrier

$0

Final Review Date

$40.00

$400.00

Total Payment

$400.00 (-60.00% return)

Because the notes have not been redeemed early, the Final Value of the Least Performing Fund is less than its Trigger Value and the

Least Performing Fund Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as

follows:

$1,000 + [$1,000 × (-60.00%)] = $400.00

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.

These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees

and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.

PS-6 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

Selected Risk Considerations

An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the

accompanying prospectus supplement and product supplement.

Risks Relating to the Notes Generally

• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —

The notes do not guarantee any return of principal. If the notes have not been redeemed early and the Final Value of any Fund is

less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least

Performing Fund is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 50.00% of your

principal amount at maturity and could lose all of your principal amount at maturity.

• THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —

If the notes have not been redeemed early, we will make a Contingent Interest Payment with respect to a Review Date only if the

closing price of one share of each Fund on that Review Date is greater than or equal to its Interest Barrier. If the closing price of

one share of any Fund on a Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect

to that Review Date. Accordingly, if the closing price of one share of any Fund on each Review Date is less than its Interest

Barrier, you will not receive any interest payments over the term of the notes.

• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —

Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential

change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit

risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment

obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.

• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS —

As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of

our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &

Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to

JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan

Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a

bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in

respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make

payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that

guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more

information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase

& Co. were to enter into a resolution” in the accompanying prospectus supplement.

• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS

THAT MAY BE PAID OVER THE TERM OF THE NOTES,

regardless of any appreciation of any Fund, which may be significant. You will not participate in any appreciation of any Fund.

• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND —

Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each

individual Fund. Poor performance by any of the Funds over the term of the notes may negatively affect whether you will receive a

Contingent Interest Payment on any Interest Payment Date and your payment at maturity and will not be offset or mitigated by

positive performance by any other Fund.

• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.

• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —

If the Final Value of any Fund is less than its Trigger Value and the notes have not been redeemed early, the benefit provided by

the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Fund.

PS-7 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

• THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT —

If we elect to redeem your notes early, the term of the notes may be reduced to as short as approximately three months and you

will not receive any Contingent Interest Payments after the applicable Interest Payment Date. There is no guarantee that you

would be able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest

rate for a similar level of risk. Even in cases where we elect to redeem your notes before maturity, you are not entitled to any fees

and commissions described on the front cover of this pricing supplement.

• YOU WILL NOT RECEIVE DIVIDENDS ON THE STATE STREET® UTILITIES SELECT SECTOR SPDR® ETF OR THE STATE

STREET® CONSUMER STAPLES SELECT SECTOR SPDR® ETF OR THE SECURITIES HELD BY THE STATE STREET®

UTILITIES SELECT SECTOR SPDR® ETF OR THE STATE STREET® CONSUMER STAPLES SELECT SECTOR SPDR® ETF

OR HAVE ANY RIGHTS WITH RESPECT TO ANY FUND OR THE SECURITIES OR COMMODITIES HELD BY ANY FUND.

• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR TRIGGER

VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.

• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS —

Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the

payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable

manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the

notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise

terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your

notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable

investment. Please see “The Underlyings — Funds — Discontinuation or Modification of a Fund” in the accompanying product

supplement for more information.

• LACK OF LIQUIDITY —

The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is

likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes

are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.

Risks Relating to Conflicts of Interest

• POTENTIAL CONFLICTS —

We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &

Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading

activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the

value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product

supplement.

In addition, the benchmark price of the iShares® Silver Trust’s Underlying Commodity (as defined under “The Funds” below) is

administered by the London Bullion Market Association (“LBMA”) or an independent service provider appointed by the LBMA, and

we are, or one of our affiliates is, a price participant that contributes to the determination of that price. Furthermore, our affiliate is

the custodian of the iShares® Silver Trust. We and our affiliates will have no obligation to consider your interests as a holder of the

notes in taking any actions in connection with our roles as a price participant and a custodian that might affect the iShares® Silver

Trust or the notes.

Risks Relating to the Estimated Value and Secondary Market Prices of the Notes

• THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE

NOTES —

The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the

notes exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are

included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our

affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our

obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See “The

Estimated Value of the Notes” in this pricing supplement.

PS-8 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER

FROM OTHERS’ ESTIMATES —

See “The Estimated Value of the Notes” in this pricing supplement.

• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —

The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding

rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may

be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,

operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income

instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may

prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an

internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any

secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.

• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT

STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME

PERIOD —

We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in

connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.

See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.

Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by

JPMS (and which may be shown on your customer account statements).

• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE

NOTES —

Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other

things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,

also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, estimated hedging

costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue

price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market

transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged

a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic

platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.

• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —

The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which

may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging

costs and the prices of one share of the Funds. Additionally, independent pricing vendors and/or third party broker-dealers may

publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or

lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk

Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the

notes will be impacted by many economic and market factors” in the accompanying product supplement.

Risks Relating to the Funds

• THERE ARE RISKS ASSOCIATED WITH THE STATE STREET® UTILITIES SELECT SECTOR SPDR® ETF AND THE STATE

STREET® CONSUMER STAPLES SELECT SECTOR SPDR® ETF —

The State Street® Utilities Select Sector SPDR® ETF and the State Street® Consumer Staples Select Sector SPDR® ETF are

subject to management risk, which is the risk that the investment strategies of the applicable Fund’s investment adviser, the

implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could

adversely affect the market prices of the shares of these Funds and, consequently, the value of the notes.

PS-9 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET

VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX OR

UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE —

Each of the State Street® Utilities Select Sector SPDR® ETF and the State Street® Consumer Staples Select Sector SPDR® ETF

does not fully replicate its Underlying Index (as defined under “The Funds” below) and may hold securities different from those

included in its Underlying Index. In addition, the performance of each of the State Street® Utilities Select Sector SPDR® ETF and

State Street® Consumer Staples Select Sector SPDR® ETF will reflect additional transaction costs and fees that are not included in

the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the performance of each of the

State Street® Utilities Select Sector SPDR® ETF and the State Street® Consumer Staples Select Sector SPDR® ETF and its

Underlying Index. In addition, corporate actions with respect to the equity securities underlying each of the State Street® Utilities

Select Sector SPDR® ETF and the State Street® Consumer Staples Select Sector SPDR® ETF (such as mergers and spin-offs)

may impact the variance between the performances of that Fund and its Underlying Index. Finally, because the shares of each of

the State Street® Utilities Select Sector SPDR® ETF and the State Street® Consumer Staples Select Sector SPDR® ETF are traded

on a securities exchange and are subject to market supply and investor demand, the market value of one share of that Fund may

differ from the net asset value per share of that Fund.

In addition, the iShares® Silver Trust does not fully replicate the performance of its Underlying Commodity due to the fees and

expenses charged by the iShares® Silver Trust or by restrictions on access to its Underlying Commodity due to other

circumstances. The iShares® Silver Trust does not generate any income, and as the iShares® Silver Trust regularly sells its

Underlying Commodity to pay for ongoing expenses, the amount of its Underlying Commodity represented by each share gradually

declines over time. The iShares® Silver Trust sells its Underlying Commodity to pay expenses on an ongoing basis irrespective of

whether the trading price of the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by

the iShares® Silver Trust of its Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could

adversely affect the value of the notes. Additionally, there is a risk that part or all of the iShares® Silver Trust’s holdings in its

Underlying Commodity could be lost, damaged or stolen. Access to the iShares® Silver Trust’s Underlying Commodity could also

be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of these factors may lead

to a lack of correlation between the performance of the iShares® Silver Trust and its Underlying Commodity. In addition, because

the shares of the iShares® Silver Trust are traded on a securities exchange and are subject to market supply and investor demand,

the market value of one share of the iShares® Silver Trust may differ from the net asset value per share of the iShares® Silver

Trust.

During periods of market volatility, securities underlying the State Street® Utilities Select Sector SPDR® ETF and the State Street®

Consumer Staples Select Sector SPDR® ETF or the Underlying Commodity of the iShares® Silver Trust may be unavailable in the

secondary market, market participants may be unable to calculate accurately the net asset value per share of a Fund and the

liquidity of a Fund may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to

create and redeem shares of a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which

market participants are willing to buy and sell shares of a Fund. As a result, under these circumstances, the market value of

shares of a Fund may vary substantially from the net asset value per share of that Fund. For all of the foregoing reasons, the

performance of each Fund may not correlate with the performance of its Underlying Index or Underlying Commodity, as applicable,

as well as the net asset value per share of that Fund, which could materially and adversely affect the value of the notes in the

secondary market and/or reduce any payment on the notes.

• RISKS ASSOCIATED WITH THE UTILITIES SECTOR WITH RESPECT TO THE STATE STREET® UTILITIES SELECT

SECTOR SPDR® ETF —

All or substantially all of the equity securities held by the State Street® Utilities Select Sector SPDR® ETF are issued by companies

whose primary line of business is directly associated with the utilities sector. As a result, the value of the notes may be subject to

greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a

different investment linked to securities of a more broadly diversified group of issuers. Utility companies are affected by supply and

demand, operating costs, government regulation, environmental factors, liabilities for environmental damage and general civil

liabilities and rate caps or rate changes. Although rate changes of a regulated utility usually fluctuate in approximate correlation

with financing costs, due to political and regulatory factors, rate changes ordinarily occur only following a delay after the changes in

financing costs. This factor will tend to favorably affect a regulated utility company’s earnings and dividends in times of decreasing

costs, but conversely, will tend to adversely affect earnings and dividends when costs are rising. The value of regulated utility

equity securities may tend to have an inverse relationship to the movement of interest rates. Certain utility companies have

experienced full or partial deregulation in recent years. These utility companies are frequently more similar to industrial companies

in that they are subject to greater competition and have been permitted by regulators to diversify outside of their original

geographic regions and their traditional lines of business. These opportunities may permit certain utility companies to earn more

PS-10 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

than their traditional regulated rates of return. Some companies, however, may be forced to defend their core business and may

be less profitable. In addition, natural disasters, terrorist attacks, government intervention or other factors may render a utility

company’s equipment unusable or obsolete and negatively impact profitability. Among the risks that may affect utility companies

are the following: risks of increases in fuel and other operating costs; the high cost of borrowing to finance capital construction

during inflationary periods; restrictions on operations and increased costs and delays associated with compliance with

environmental and nuclear safety regulations; and the difficulties involved in obtaining natural gas for resale or fuel for generating

electricity at reasonable prices. Other risks include those related to the construction and operation of nuclear power plants, the

effects of energy conservation and the effects of regulatory changes. These factors could affect the utilities sector and could affect

the value of the equity securities held by the State Street® Utilities Select Sector SPDR® ETF and the price of the State Street®

Utilities Select Sector SPDR® ETF during the term of the notes, which may adversely affect the value of your notes.

• RISKS ASSOCIATED WITH THE CONSUMER STAPLES SECTOR WITH RESPECT TO THE STATE STREET® CONSUMER

STAPLES SELECT SECTOR SPDR® ETF —

All or substantially all of the equity securities held by the State Street® Consumer Staples Select Sector SPDR® ETF are issued by

companies whose primary line of business is directly associated with the consumer staples sector. As a result, the value of the

notes may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence

affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers. Consumer

staples companies are subject to government regulation affecting their products, which may negatively impact these companies’

performance. For instance, government regulations may affect the permissibility of using various food additives and production

methods of companies that make food products, which could affect company profitability. Tobacco companies may be adversely

affected by the adoption of proposed legislation and/or by litigation. Also, the success of food, beverage, household and personal

product companies may be strongly affected by consumer interest, marketing campaigns and other factors affecting supply and

demand, including performance of the overall domestic and global economy, interest rates, competition and consumer confidence

and spending. These factors could affect the consumer staples sector and could affect the value of the equity securities held by

the State Street® Consumer Staples Select Sector SPDR® ETF and the price of the State Street® Consumer Staples Select Sector

SPDR® ETF during the term of the notes, which may adversely affect the value of your notes.

• THE iSHARES® SILVER TRUST IS NOT AN INVESTMENT COMPANY OR A COMMODITY POOL AND WILL NOT BE

SUBJECT TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY

EXCHANGE ACT, AS AMENDED —

Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies

or commodity pools.

• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER WITH RESPECT TO THE iSHARES® SILVER TRUST —

The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses

and liabilities. The price of silver is primarily affected by global demand for and supply of silver. Silver prices can fluctuate widely

and may be affected by numerous factors. These include general economic trends, increases in silver hedging activity by silver

producers, significant changes in attitude by speculators and investors in silver, technical developments, substitution issues and

regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the

relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates,

central bank sales, forward sales by producers, global or regional political or economic events and production costs and disruptions

in major silver-producing countries, such as Mexico, China and Peru. The demand for and supply of silver affect silver prices, but

not necessarily in the same manner as supply and demand affect the prices of other commodities. The supply of silver consists of

a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private

financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to

very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also

influence the market. The major end uses for silver include industrial applications, jewelry and silverware. It is not possible to

predict the aggregate effect of all or any combination of these factors.

• THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE iSHARES® SILVER

TRUST —

The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses

and liabilities. The price of silver is determined by the LBMA or an independent service provider appointed by the LBMA. The

LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the LBMA are

supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity. If

the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form

of regulation currently not in place, the role of the LBMA silver price as a global benchmark for the value of silver may be adversely

PS-11 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

affected. The LBMA is a principals’ market, which operates in a manner more closely analogous to an over-the-counter physical

commodity market than regulated futures markets, and certain features of U.S. futures contracts are not present in the context of

LBMA trading. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA silver price, which could

adversely affect the value of the notes. The LBMA, or an independent service provider appointed by the LBMA, will have no

obligation to consider your interests in calculating or revising the LBMA silver price.

• SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF

COMMODITIES GENERALLY —

The iShares® Silver Trust is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity

index. The iShares® Silver Trust’s Underlying Commodity may not correlate to the price of commodities generally and may diverge

significantly from the prices of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes

linked to the prices of more commodities or a broad-based commodity index.

• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —

The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares

of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of

the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be

materially and adversely affected.

PS-12 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

The Funds

The State Street® Utilities Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a registered

investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield

performance of publicly traded equity securities of companies in the Utilities Select Sector Index, which we refer to as the Underlying

Index with respect to the State Street® Utilities Select Sector SPDR® ETF. The Utilities Select Sector Index is a capped modified

market capitalization-weighted index that measures the performance of the GICS® utilities sector of the S&P 500® Index, which

currently includes companies in the following industries: electric utilities; gas utilities; multi-utilities; water utilities; and independent

power and renewable electricity producers. For additional information about the State Street® Utilities Select Sector SPDR® ETF, see

“Fund Descriptions — The State Street® Select Sector SPDR® ETFs” in the accompanying underlying supplement.

The State Street® Consumer Staples Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a

registered investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and

yield performance of publicly traded equity securities of companies in the Consumer Staples Select Sector Index, which we refer to as

the Underlying Index with respect to the State Street® Consumer Staples Select Sector SPDR® ETF. The Consumer Staples Select

Sector Index is a capped modified market capitalization-weighted index that measures the performance of the GICS® consumer staples

sector of the S&P 500® Index, which currently includes companies in the following industries: consumer staples distribution and retail;

beverages; food products; tobacco; household products; and personal care products. For additional information about the State Street®

Consumer Staples Select Sector SPDR® ETF, see “Fund Descriptions — The State Street® Select Sector SPDR® ETFs” in the

accompanying underlying supplement.

The iShares® Silver Trust is an investment trust sponsored by iShares® Delaware Trust Sponsor LLC. The iShares® Silver Trust seeks

to reflect generally the performance of the price of silver before the payment of its expenses and liabilities. The assets of the iShares®

Silver Trust consist primarily of silver held by a custodian on behalf of the iShares® Silver Trust. We refer to silver as the Underlying

Commodity with respect to the iShares® Silver Trust. For additional information about the iShares® Silver Trust, see “Fund Descriptions

— The iShares® Silver Trust” in the accompanying underlying supplement.

Historical Information

The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of

each Fund from January 8, 2021 through October 9, 2026. The closing price of one share of the State Street® Utilities Select Sector

SPDR® ETF on October 14, 2026 was $41.72. The closing price of one share of the State Street® Consumer Staples Select Sector

SPDR® ETF on October 14, 2026 was $86.06. The closing price of one share of the iShares® Silver Trust on October 14, 2026 was

$50.22. We obtained the closing prices above and below from the Bloomberg Professional® service (“Bloomberg”), without

independent verification. The closing prices above and below may have been adjusted by Bloomberg for actions taken by the Funds,

such as stock splits.

The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance

can be given as to the closing price of one share of any Fund on any Review Date. There can be no assurance that the performance of

the Funds will result in the return of any of your principal amount or the payment of any interest.

PS-13 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

Tax Treatment

You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. In

determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward

contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section

entitled “United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial

Contracts with Associated Coupons” in the accompanying prospectus supplement. Based on the advice of Davis Polk & Wardwell LLP,

our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a

court may adopt, in which case the timing and character of any income or loss on the notes could be materially affected. In addition, in

2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward

contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue

income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or

loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the

instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury

regulations or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an

investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying prospectus supplement do

not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should

consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible

alternative treatments and the issues presented by the notice described above.

PS-14 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and

although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least

if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)

withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an

applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with

respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the

notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or

reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment

of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.

Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding

tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain

financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this

withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable

Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January

1, 2029 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal

income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, our special tax counsel is of the

opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the

IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular

circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax

adviser regarding the potential application of Section 871(m) to the notes.

In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.

The Estimated Value of the Notes

The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following

hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding

rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the

notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at

any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied

funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference

may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,

operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income

instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove

to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal

funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market

prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and

Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this

pricing supplement.

The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our

affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on

various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other

factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is

determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that

time.

The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing

models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In

addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On

future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or

JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at

which JPMS would be willing to buy notes from you in secondary market transactions.

The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring

and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS

and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in

hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if any, paid for

third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be influenced by

PS-15 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A

portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers,

and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks Relating

to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than the Original

Issue Price (Price to Public) of the Notes” in this pricing supplement.

Secondary Market Prices of the Notes

For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the

Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many

economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs

included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by

JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,

projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for

structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined

time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period

reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated

costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations —

Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS

(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes

for a Limited Time Period” in this pricing supplement.

Supplemental Use of Proceeds

The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the

notes. See “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return

profile of the notes and “The Funds” in this pricing supplement for a description of the market exposure provided by the notes.

The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other

affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent

in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid

for third-party data analytics and/or electronic platform services.

Validity of the Notes and the Guarantee

In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the

notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying

agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating

to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as

contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a

valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,

insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general

applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel

expresses no opinion as to (x)(i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the

conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent

transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee

or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal

amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion is given as of the date

hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware

Limited Liability Company Act, except that such counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to

JPMorgan Financial or JPMorgan Chase & Co., the indenture, the notes, the related guarantee (together with the indenture and the

notes, the “Documents”) or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any

party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law,

rule or regulation relating to national security. In addition, this opinion is subject to customary assumptions about the trustee’s

authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature and

enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2026, which was

filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,

2026.

PS-16 | Structured Investments

Callable Contingent Interest Notes Linked to the Least Performing of the

State Street® Utilities Select Sector SPDR® ETF, the State Street®

Consumer Staples Select Sector SPDR® ETF and the iShares® Silver Trust

Additional Terms Specific to the Notes

You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying

prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information

contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together

with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as

well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for

implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among

other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying

product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your

investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our

filings for the relevant date on the SEC website):

• Product supplement no. 3-I dated April 17, 2026:

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

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

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

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

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

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing

supplement, “we,” “us” and “our” refer to JPMorgan Financial.

来源:SEC EDGAR · 本站存档