JPMorgan (NYSE: JPM) sells notes with 150% of least-performing tech gains

Rhea-AI Filing Summary

JPMorgan Chase & Co. (JPM), through its finance subsidiary JPMorgan Chase Financial Company LLC, is offering $686,000 of unsecured, unsubordinated Auto Callable Notes linked to the least performing of Alphabet Class A, Microsoft and Amazon.com common stocks, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes price at $1,000 per note, with selling commissions of $10 per note and issuer proceeds of $990 per note.

The notes may be automatically called on August 16, 2027 for $1,105.50 per $1,000 note if each reference stock is at or above 100% of its initial value. If not called, at maturity on August 16, 2029 investors receive principal plus 150% of the positive return of the least performing stock, based on its price on August 13, 2029, with no downside below par but no interest or dividends. The estimated value at pricing is $972.60 per $1,000 note, and the instruments are treated as contingent payment debt instruments for U.S. federal income tax purposes, requiring accrual of original issue discount at a comparable yield of 4.31%.

Key Figures

Principal Amount: $686,000 Price per Note: $1,000 Selling Commissions: $10 per $1,000 note; $6,860 total +5 more

8 metrics

Principal Amount $686,000 Total principal amount of Auto Callable Notes offered

Price per Note $1,000 Price to public per $1,000 principal amount note

Selling Commissions $10 per $1,000 note; $6,860 total Fees and commissions on the offering

Proceeds to Issuer $679,140 Net proceeds to JPMorgan Chase Financial Company LLC

Estimated Value $972.60 per $1,000 note Estimated value at pricing, below the original issue price

Participation Rate 150.00% Leverage on positive return of the least performing reference stock

Call Premium Amount $105.50 per $1,000 note Premium paid if notes are automatically called in 2027

Comparable Yield 4.31% annually Used to compute original issue discount for tax purposes

Key Terms

Auto Callable Notes, Participation Rate, Least Performing Stock Return, contingent payment debt instruments, +2 more

6 terms

Auto Callable Notes financial

"Auto Callable Notes Linked to the Least Performing of the Class A Common Stock"

Auto callable notes are investment contracts that pay income and can automatically end early if the underlying stock, index, or other asset hits a specified level on scheduled check dates. They matter because they offer higher potential returns than a savings account but carry the risk of losing part or all of your invested amount if the asset falls; think of them as a timed automatic off-ramp that can lock in gains or leave you exposed to losses.

Participation Rate financial

"Additional Amount payable at maturity per $1,000 principal amount note will equal $1,000 × Least Performing Stock Return × Participation Rate"

Least Performing Stock Return financial

"Least Performing Stock Return The lowest of the Stock Returns of the Reference Stocks"

contingent payment debt instruments financial

"the notes will be treated for U.S. federal income tax purposes as “contingent payment debt instruments.”"

original issue discount financial

"you generally will be required to accrue original issue discount (“OID”) on your notes in each taxable year"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Section 871(m) financial

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

A U.S. tax rule that treats certain payments from financial contracts (like options, swaps, and other instruments that mimic stock dividends) to non-U.S. investors as if they were direct dividends, requiring U.S. withholding tax. It matters to investors because it can reduce net returns on offshore trades that replicate U.S. equity income and may change pricing or counterparty behavior—think of it as a hidden sales tax that applies when a substitute payment acts like a dividend.

Offering Details

structured note

Offering

Offering Type structured note

Use of Proceeds Original issue price equals the estimated value plus selling commissions, projected hedging profits or losses, hedging costs and certain third-party data and platform fees.

FAQ

What is JPM (JPMorgan Chase & Co.) offering in this 424B2 filing?

JPM is offering $686,000 of Auto Callable Notes linked to Alphabet, Microsoft and Amazon.com stocks, due August 16, 2029. The notes are unsecured obligations of JPMorgan Chase Financial Company LLC, fully and unconditionally guaranteed by JPMorgan Chase & Co..

How do the JPM Auto Callable Notes linked to GOOGL, MSFT and AMZN pay returns?

If automatically called in 2027, each $1,000 note pays $1,105.50. If not called and all stocks finish above initial, maturity payment equals $1,000 plus 150% of the least performing stock’s gain; otherwise, investors receive only the $1,000 principal amount.

What are the main risks of these JPM structured notes (symbol JPM)?

Key risks include credit risk of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co., no periodic interest or dividends, potential illiquidity since notes are not exchange-listed, and limited upside due to a fixed call premium and dependence on the least performing stock.

What fees and estimated value are disclosed for these JPM Auto Callable Notes?

Each $1,000 note includes $10 of selling commissions, leaving issuer proceeds of $990 per note. The estimated value at pricing is $972.60 per $1,000 note, reflecting structuring and hedging costs that make it lower than the original issue price.

How are these JPM (JPMorgan) notes treated for U.S. federal income tax purposes?

They are expected to be treated as contingent payment debt instruments, requiring accrual of original issue discount at a comparable yield of 4.31%. A projected single payment of $1,136.42 at maturity per $1,000 note underlies the OID accrual schedule.

Do holders of these JPM notes receive dividends from GOOGL, MSFT or AMZN?

No. Investors in these notes receive no dividends or shareholder rights in Alphabet, Microsoft or Amazon.com. All payments come from JPMorgan Chase Financial Company LLC, based on the reference stocks’ prices, subject to the guarantee by JPMorgan Chase & Co..

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 10:06 AM Accepted by SEC EDGAR 08/14/2026 - 10:31 AM Learn about SEC filing dates

August 12, 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 and the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
$686,000
Auto Callable Notes Linked to the Least Performing of the
Class A Common Stock of Alphabet Inc., the Common Stock
of Microsoft Corporation and the Common Stock of
Amazon.com, Inc. due August 16, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, the
closing price of one share of each of the Class A common stock of Alphabet Inc., the common stock of Microsoft
Corporation and the common stock of Amazon.com, Inc., which we refer to as the Reference Stocks, is at or above its
Call Value.
• The date on which an automatic call may be initiated is August 16, 2027.
• The notes are also designed for investors who seek exposure to any appreciation of the least performing of the
Reference Stocks over the term of the notes if the notes have not been automatically called.
• Investors should be willing to forgo interest and dividend payments, while seeking full repayment of principal at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked
to the performance of each of the Reference Stocks individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on August 12, 2026 and are expected to settle on or about August 17, 2026.
• CUSIP: 46661KF45
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-4 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,
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
$10
$990
Total
$686,000
$6,860
$679,140
(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 $10.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $972.60 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
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks: As specified under “Key Terms Relating to
the Reference Stocks” in this pricing supplement
Participation Rate: 150.00%
Call Premium Amount: $105.50 per $1,000 principal amount
note
Call Value: With respect to each Reference Stock, 100.00% of
its Initial Value
Pricing Date: August 12, 2026
Original Issue Date (Settlement Date): On or about August
17, 2026
Review Date*: August 16, 2027
Call Settlement Date*: August 19, 2027
Observation Date*: August 13, 2029
Maturity Date*: August 16, 2029
* 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
Automatic Call:
If the closing price of one share of each Reference Stock on the
Review Date is greater than or equal to its Call Value, the notes
will be automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Call
Premium Amount, payable on the Call Settlement Date. No
further payments will be made on the notes.
If the notes are automatically called, you will not benefit from
the feature that provides you with a positive return at maturity
equal to the Least Performing Stock Return times the
Participation Rate if the Final Value of each Reference Stock is
greater than its Initial Value. Because this feature does not
apply to the payment upon an automatic call, the payment upon
an automatic call may be significantly less than the payment at
maturity for the same level of appreciation in the Least
Performing Reference Stock.
Payment at Maturity:
At maturity, if the notes have not been automatically called, you
will receive a cash payment, for each $1,000 principal amount
note, of $1,000 plus the Additional Amount, which may be zero.
If the notes have not been automatically called, you are entitled
to repayment of principal in full at maturity, subject to the credit
risks of JPMorgan Financial and JPMorgan Chase & Co.
Additional Amount:
If the notes have not been automatically called, the Additional
Amount payable at maturity per $1,000 principal amount note
will equal:
$1,000 × Least Performing Stock Return × Participation Rate,
provided that the Additional Amount will not be less than zero.
Least Performing Reference Stock: The Reference Stock
with the Least Performing Stock Return
Least Performing Stock Return: The lowest of the Stock
Returns of the Reference Stocks
Stock Return:
With respect to each Reference Stock,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date,
as specified under “Key Terms Relating to the Reference
Stocks” in this pricing supplement
Final Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Observation
Date
Stock Adjustment Factor: With respect to each Reference
Stock, the Stock Adjustment Factor is referenced in determining
the closing price of one share of that Reference Stock and is set
equal to 1.0 on the Pricing Date. The Stock Adjustment Factor
of each Reference Stock is subject to adjustment upon the
occurrence of certain corporate events affecting that Reference
Stock. See “The Underlyings — Reference Stocks — Anti-
Dilution Adjustments” and “The Underlyings — Reference
Stocks — Reorganization Events” in the accompanying product
supplement for further information.

PS-2 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
Key Terms Relating to the Reference Stocks
Reference Stock
Bloomberg
Ticker Symbol
Initial Value
Class A common stock of Alphabet Inc., par value $0.001 per share
GOOGL
$343.54
Common stock of Microsoft Corporation, par value $0.00000625 per share
MSFT
$492.43
Common stock of Amazon.com, Inc., par value $0.01 per share
AMZN
$267.28
Hypothetical Payout Profile
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the Call Settlement Date, and you will receive
(a) $1,000 plus (b) the Call Premium Amount.
No further payments will be made on the notes.
Compare the closing price of one share of each Reference Stock to its Call Value on the Review Date.
Review Date
Automatic Call
The closing price of one
share of each Reference
Stock is greater than or
equal to its Call Value.
The closing price of one
share of any Reference
Stock is less than its
Call Value.
Call
Value
The notes will not be automatically called. Proceed to the Observation Date.
No Automatic Call
Review Date
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Payment at Maturity
You will receive $1,000 plus the Additional Amount, which will be equal to:
$1,000 ×Least Performing Stock Return ×Participation Rate,
provided that the Additional Amount will not be less than zero

PS-3 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notes are automatically called is $105.50.
Payment at Maturity If the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical payment at maturity on the notes linked to three hypothetical Reference Stocks if the
notes have not been automatically called. The hypothetical payments set forth below assume the following:
• the notes have not been automatically called;
• an Initial Value for the Least Performing Reference Stock of $100.00; and
• a Participation Rate of 150.00%.
The hypothetical Initial Value of the Least Performing Reference Stock of $100.00 has been chosen for illustrative purposes only and
does not represent the actual Initial Value of any Reference Stock. The actual Initial Value of each Reference Stock is the closing price
of one share of that Reference Stock on the Pricing Date and is specified under “Key Terms Relating to the Reference Stocks” in this
pricing supplement. For historical data regarding the actual closing prices of one share of each Reference Stock, please see the
historical information set forth under “The Reference Stocks” in this pricing supplement.
Each hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the actual payment at maturity
applicable to a purchaser of the notes. The numbers appearing in the following table have been rounded for ease of analysis.
Final Value of the
Least Performing
Reference Stock
Least Performing Stock
Return
Additional Amount
Payment at Maturity
$165.00
65.00%
$975.00
$1,975.00
$150.00
50.00%
$750.00
$1,750.00
$140.00
40.00%
$600.00
$1,600.00
$130.00
30.00%
$450.00
$1,450.00
$120.00
20.00%
$300.00
$1,300.00
$110.00
10.00%
$150.00
$1,150.00
$105.00
5.00%
$75.00
$1,075.00
$101.00
1.00%
$15.00
$1,015.00
$100.00
0.00%
$0.00
$1,000.00
$95.00
-5.00%
$0.00
$1,000.00
$90.00
-10.00%
$0.00
$1,000.00
$80.00
-20.00%
$0.00
$1,000.00
$70.00
-30.00%
$0.00
$1,000.00
$60.00
-40.00%
$0.00
$1,000.00
$50.00
-50.00%
$0.00
$1,000.00
$40.00
-60.00%
$0.00
$1,000.00
$30.00
-70.00%
$0.00
$1,000.00
$20.00
-80.00%
$0.00
$1,000.00
$10.00
-90.00%
$0.00
$1,000.00
$0.00
-100.00%
$0.00
$1,000.00

PS-4 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
How the Notes Work
Upside Scenario If Automatic Call:
If the closing price of one share of each Reference Stock on the Review Date is greater than or equal to its Call Value, the notes will be
automatically called and investors will receive on the Call Settlement Date the $1,000 principal amount plus the Call Premium Amount
of $105.50. No further payments will be made on the notes.
• If the closing price of one share of the least performing of the Reference Stocks increases 40.00% as of the Review Date, the
notes will be automatically called and investors will receive a return equal to 10.55%, or $1,105.50 per $1,000 principal amount
note.
Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the Final Value of each Reference Stock is greater than its Initial Value, investors
will receive at maturity the $1,000 principal amount plus the Additional Amount, which is equal to $1,000 times the Least Performing
Stock Return times the Participation Rate of 150.00%.
• If the notes have not been automatically called and the closing price of one share of the Least Performing Reference Stock
increases 5.00%, investors will receive at maturity a return equal to 7.50%, or $1,075.00 per $1,000 principal amount note.
Par Scenario:
If the notes have not been automatically called and the Final Value of any Reference Stock is equal to or less than its Initial Value, the
Additional Amount will be zero and investors will receive at maturity the principal amount of their notes.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• IF THE NOTES HAVE NOT BEEN AUTOMATICALLY CALLED, THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL
AMOUNT AT MATURITY —
If the notes have not been automatically called and the Final Value of any Reference Stock is less than or equal to its Initial Value,
you will receive only the principal amount of your notes at maturity, and you will not be compensated for any loss in value due to
inflation and other factors relating to the value of money over time.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.

PS-5 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
• IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of any Reference Stock, which may be significant. In addition, if the notes are automatically called,
you will not benefit from the feature that provides you with a positive return at maturity equal to the Least Performing Stock Return
times the Participation Rate if the Final Value of each Reference Stock is greater than its Initial Value. Because this feature does
not apply to the payment upon an automatic call, the payment upon an automatic call may be significantly less than the payment at
maturity for the same level of appreciation in the Least Performing Reference Stock.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —
Payments on the notes are not linked to a basket composed of the Reference Stocks and are contingent upon the performance of
each individual Reference Stock. Poor performance by any of the Reference Stocks over the term of the notes may result in the
notes not being automatically called on the Review Date, may negatively affect your payment at maturity and will not be offset or
mitigated by positive performance by any other Reference Stock.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY
REFERENCE STOCK.
• 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 Reference Stock is no longer listed or admitted to
trading on its relevant exchange and the calculation agent determines, in its sole discretion, that no Replacement Reference Stock
(as defined in the accompanying product supplement) 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 —
Reference Stocks — Delisting of a Reference Stock or Nationalization of a Reference Stock Issuer” in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.

PS-6 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
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.
• 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 Reference Stocks. Additionally, independent pricing vendors and/or third party broker-
dealers may publish a price for the notes, which may also be reflected on customer account statements. This price may be
different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary
market. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary
market prices of the notes will be impacted by many economic and market factors” in the accompanying product supplement.

PS-7 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
Risks Relating to the Reference Stocks
• NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER —
We have not independently verified any of the information about any Reference Stock issuer contained in this pricing supplement.
You should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for any Reference
Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.
• THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect a Reference Stock. The calculation
agent may make adjustments in response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.

PS-8 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
The Reference Stocks
All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available
sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the
relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with
the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the
table below, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents
are accurate or complete. We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”), without
independent verification.
Reference Stock
Bloomberg
Ticker Symbol
Relevant Exchange
SEC File
Number
Closing Price on
August 12, 2026
Class A common stock of Alphabet Inc., par value
$0.001 per share
GOOGL
The Nasdaq Stock
Market
001-37580
$343.54
Common stock of Microsoft Corporation, par value
$0.00000625 per share
MSFT
The Nasdaq Stock
Market
001-37845
$492.43
Common stock of Amazon.com, Inc., par value $0.01
per share
AMZN
The Nasdaq Stock
Market
001-43202
$267.28
According to publicly available filings of the relevant Reference Stock issuer with the SEC:
• Alphabet Inc. is a collection of businesses, the largest of which is Google, which (i) offers products and platforms through
which it generates revenues primarily by delivering both performance advertising and brand advertising and (ii) provides cloud
services to businesses.
• Microsoft Corporation is a technology company that develops and supports software, services, devices and solutions.
• Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices;
develops and produces media content; offers subscription services, such as Amazon Prime; offers programs that enable
sellers to sell their products in its stores and fulfill orders using its services; offers developers and enterprises a set of on-
demand technology services, including compute, storage, database, analytics, artificial intelligence and machine learning, and
other services; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and
app developers and others to publish and sell content; and provides advertising services to sellers, vendors, publishers,
authors and others, through programs such as sponsored ads, display and video advertising.
Historical Information
The following graphs set forth the historical performance of each Reference Stock based on the weekly historical closing prices of one
share of that Reference Stock from January 8, 2021 through August 7, 2026. The closing prices above and below may have been
adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and
bankruptcy.
The historical closing prices of one share of each Reference Stock 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 Reference Stock on the Review Date or the Observation Date.
There can be no assurance that the performance of the Reference Stocks will result in a payment at maturity in excess of your principal
amount, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

PS-9 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.

PS-10 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
Treatment as Contingent Payment Debt Instruments
You should review carefully the section entitled “United States Federal Taxation,” and in particular the subsection thereof entitled “—
Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments — Program Securities Treated as Contingent
Payment Debt Instruments,” in the accompanying prospectus supplement. Unlike a traditional debt instrument that provides for periodic
payments of interest at a single fixed rate, with respect to which a cash-method investor generally recognizes income only upon receipt
of stated interest, our special tax counsel, Davis Polk & Wardwell LLP, is of the opinion that the notes will be treated for U.S. federal
income tax purposes as “contingent payment debt instruments.” As discussed in that subsection, you generally will be required to
accrue original issue discount (“OID”) on your notes in each taxable year at the “comparable yield,” as determined by us, although we
will not make any payment with respect to the notes except upon an automatic call or at maturity. Upon sale or exchange (including an
automatic call or at maturity), you will recognize taxable income or loss equal to the difference between the amount received from the
sale or exchange and your adjusted basis in the note, which generally will equal the cost thereof, increased by the amount of OID you
have accrued in respect of the note. You generally must treat any income as interest income and any loss as ordinary loss to the
extent of previous interest inclusions, and the balance as capital loss. The deductibility of capital losses is subject to limitations.
Special rules may apply if any payment in excess of the principal amount of your note is treated as becoming fixed prior to maturity.
You should consult your tax adviser concerning the application of these rules. The discussions herein 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. Purchasers who are not initial purchasers of notes at their issue price should consult their tax advisers with respect to the tax
consequences of an investment in notes, including the treatment of the difference, if any, between the basis in their notes and the
notes’ adjusted issue price.
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, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The discussions in the preceding paragraphs, when read in combination with the section entitled “United States Federal Taxation” (and
in particular the subsection thereof entitled “— Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments
— Program Securities Treated as Contingent Payment Debt Instruments”) in the accompanying prospectus supplement, constitute the
full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of
notes.
Comparable Yield and Projected Payment Schedule
Although it is not entirely clear how the comparable yield and projected payment schedule should be determined when a debt
instrument may be redeemed by the issuer prior to maturity, we have determined that the “comparable yield” is an annual rate of
4.31%, compounded semiannually. Based on our determination of the comparable yield, the “projected payment schedule” per $1,000
principal amount note consists of a single payment at maturity, equal to $1,136.42. Assuming a semiannual accrual period, the
following table sets out the amount of OID that will accrue with respect to a note during each calendar period, based upon our
determination of the comparable yield and projected payment schedule.

PS-11 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
Calendar Period
Accrued OID During
Calendar Period (Per $1,000
Principal Amount Note)
Total Accrued OID from
Original Issue Date (Per
$1,000 Principal Amount
Note) as of End of Calendar
Period
August 17, 2026 through December 31, 2026…………….………
$15.92
$15.92
January 1, 2027 through December 31, 2027…………….………
$44.25
$60.17
January 1, 2028 through December 31, 2028…………….………
$46.19
$106.36
January 1, 2029 through August 16, 2029…………….…………
$30.06
$136.42
The comparable yield and projected payment schedule are determined solely to calculate the amount on which you will be
taxed with respect to the notes in each year and are neither a prediction nor a guarantee of what the actual yield or timing of
the payment or payments will be. The amount you actually receive at maturity or earlier sale or exchange of your notes will
affect your income for that year, as described above under “Treatment as Contingent Payment Debt Instruments.”
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring
and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if any, paid for
third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be influenced by
market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A
portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers,

PS-12 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
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 “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile
of the notes and “The Reference Stocks” 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.

PS-13 | Structured Investments
Auto Callable Notes Linked to the Least Performing of the Class A Common
Stock of Alphabet Inc., the Common Stock of Microsoft Corporation and the
Common Stock of Amazon.com, Inc.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to (x)(i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee
or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal
amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion is given as of the date
hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware
Limited Liability Company Act, except that such counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to
JPMorgan Financial or JPMorgan Chase & Co., the indenture, the notes, the related guarantee (together with the indenture and the
notes, the “Documents”) or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any
party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law,
rule or regulation relating to national security. In addition, this opinion is subject to customary assumptions about the trustee’s
authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature and
enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2026, which was
filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2026.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement. 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
• 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.