JPM Prices $2.04M Auto‑Callable Contingent Interest Notes
JPMorgan Chase Financial Company LLC priced $2,038,000 of Auto Callable Contingent Interest Notes linked to the least performing of the Nasdaq-100® Technology Sector, the ARK Innovation ETF and the State Street® Utilities Select Sector SPDR® ETF.
JPMorgan Chase Financial Company LLC priced $2,038,000 of Auto Callable Contingent Interest Notes linked to the least performing of the Nasdaq-100® Technology Sector, the ARK Innovation ETF and the State Street® Utilities Select Sector SPDR® ETF. The notes, fully guaranteed by JPMorgan Chase & Co., priced on May 21, 2026 with an expected settlement on or about May 27, 2026. Each $1,000 note carries a contingent monthly interest of $10.25 (12.30% per annum) payable only if each Underlying is at or above an Interest Barrier equal to 50.00% of its Initial Value. The notes may be automatically called beginning August 21, 2026 if each Underlying meets its Initial Value on a Review Date; otherwise maturity payment depends on the Least Performing Underlying Return and can result in significant principal loss, including total loss.
Positive
- None.
Negative
- None.
Insights
High coupon contingent on multiple underlyings increases payout risk and path dependence.
The structure pays a 12.30% per annum contingent coupon only if all three Underlyings meet a 50.00% Interest Barrier on a Review Date; otherwise coupon for that date is forfeited. The automatic-call feature can truncate term as early as August 21, 2026, crystallizing limited upside plus accrued contingent interest.
Key dependencies include each Underlying's closing values on discrete Review Dates and JPMorgan Financial/JPMorgan Chase & Co. credit. Secondary-market liquidity is limited and repurchase offers from JPMS may be below original issue price.
Tax treatment is uncertain; issuer expects prepaid forward characterization for U.S. holders.
The issuer intends to treat the notes as prepaid forward contracts with contingent coupons treated as ordinary income for U.S. federal income tax purposes. This position is based on counsel advice but is not binding on the IRS, and alternative treatments may alter timing and character of income or loss.
Non-U.S. holders may face withholding; Section 871(m) analysis is discussed and the issuer believes it should not apply, but the IRS could disagree. Consult a tax adviser.
Key Figures
Offering size: $2,038,000
Price to public / per note: $1,000
Fees and commissions / per note: $5
+5 more
8 metrics
Offering size
$2,038,000
Aggregate principal amount offered
Price to public / per note
$1,000
Original issue price per note
Fees and commissions / per note
$5
Selling commissions paid by issuer per $1,000 note
Proceeds to issuer / total
$2,027,810
Net proceeds after commissions
Contingent Interest Rate
<percent>12.30%</percent> per annum
Equivalent to $10.25 per $1,000 per month
Interest Barrier
<percent>50.00%</percent>
Barrier level of Initial Value for each Underlying
Initial Values (Pricing Date)
Index 16,369.00; ARKK $76.62; XLU $45.00
Closing values on <date>May 21, 2026</date>
Estimated value per note
$972.40
Issuer's estimated value when terms were set
Key Terms
Contingent Interest Payment, Least Performing Underlying Return, Share Adjustment Factor, Prepaid forward contract (tax)
4 terms
Contingent Interest Payment financial
"If the notes have not been automatically called and the closing value of each Underlying on any Review Date is greater than or equal to its Interest Barrier"
Least Performing Underlying Return financial
"The lowest of the Underlying Returns of the Underlyings"
Share Adjustment Factor financial
"With respect to each Fund, the Share Adjustment Factor is referenced in determining the closing value of that Fund"
Prepaid forward contract (tax) regulatory
"we intend to treat the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons"
Offering Details
primary
Offering
Offering Type
primary
Use of Proceeds
To meet investor demand for products reflecting the risk-return profile of the notes
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did JPM (JPMorgan) issue in this pricing supplement?
They priced $2,038,000 of Auto Callable Contingent Interest Notes linked to three Underlyings, priced on May 21, 2026 with expected settlement on May 27, 2026. The notes are guaranteed by JPMorgan Chase & Co.
How and when do the notes pay interest for JPM structured notes?
Contingent interest equals $10.25 per $1,000 on a qualifying Review Date (monthly rate), reflecting a 12.30% per annum contingent rate, payable only if each Underlying is at or above its 50.00% Interest Barrier on that Review Date.
When can the JPM notes be automatically called and what happens then?
If on a Review Date (excluding first, second and final) each Underlying is at or above its Initial Value, the notes will be automatically called; investors receive $1,000 plus the applicable Contingent Interest Payment on the Call Settlement Date.
What principal risk do holders of these JPM notes face at maturity?
If not called and the Final Value of any Underlying is below its Trigger Value, maturity payment equals $1,000 + ($1,000 × Least Performing Underlying Return), which can result in a loss exceeding 50.00% of principal or a total loss.
What liquidity and secondary-market considerations apply to JPM notes?
The notes are unlisted; secondary prices likely will be lower than the original issue price and depend on JPMS repurchase willingness. An initial period (shorter of six months and half the term) may partially offset certain issuance costs in repurchases.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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May 21, 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
$2,038,000
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Nasdaq-100® Technology Sector IndexSM,
the ARK Innovation ETF and the State Street® Utilities Select
Sector SPDR® ETF due November 26, 2027
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 value of each of the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and the State
Street® Utilities Select Sector SPDR® ETF, which we refer to as the Underlyings, is greater than or equal to 50.00% of its
Initial Value, which we refer to as an Interest Barrier.
• The notes will be automatically called if the closing value of each Underlying on any Review Date (other than the first,
second and final Review Dates) is greater than or equal to its Initial Value.
• The earliest date on which an automatic call may be initiated is August 21, 2026.
• 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 ARK Innovation ETF is actively managed and is subject to additional risks. Unlike a passively managed
fund, an actively managed fund does not attempt to track an index or other benchmark, and the investment
decisions for an actively managed fund are instead made by its investment adviser. See “Selected Risk
Considerations — Risks Relating to the Underlyings — An Investment in the Notes Is Subject to Risks Associated with
Actively Managed Funds with Respect to the ARK Innovation ETF” in this pricing supplement for more information.
• 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 Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on May 21, 2026 and are expected to settle on or about May 27, 2026.
• CUSIP: 46661AAK6
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
“Selected Risk Considerations” beginning on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$5
$995
Total
$2,038,000
$10,190
$2,027,810
(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 $5.00 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 $972.40 per $1,000 principal amount note.
See “The Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Nasdaq-100® Technology Sector IndexSM
(Bloomberg ticker: NDXT) (the “Index”) and the ARK Innovation
ETF (Bloomberg ticker: ARKK) and the State Street® Utilities
Select Sector SPDR® ETF (Bloomberg ticker: XLU) (each of the
ARK Innovation ETF and the State Street® Utilities Select
Sector SPDR® ETF, a “Fund” and collectively, the “Funds”)
(each of the Index and the Funds, an “Underlying” and
collectively, the “Underlyings”)
Contingent Interest Payments: If the notes have not been
automatically called and the closing value of each Underlying
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 $10.25 (equivalent to a Contingent
Interest Rate of 12.30% per annum, payable at a rate of 1.025%
per month).
If the closing value of any Underlying 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: 12.30% per annum, payable at a
rate of 1.025% per month
Interest Barrier / Trigger Value: With respect to each
Underlying, 50.00% of its Initial Value, which is 8,184.50 for the
Index, $38.31 for the ARK Innovation ETF and $22.50 for the
State Street® Utilities Select Sector SPDR® ETF
Pricing Date: May 21, 2026
Original Issue Date (Settlement Date): On or about May 27,
2026
Review Dates*: June 22, 2026, July 21, 2026, August 21, 2026,
September 21, 2026, October 21, 2026, November 23, 2026,
December 21, 2026, January 21, 2027, February 22, 2027,
March 22, 2027, April 21, 2027, May 21, 2027, June 21, 2027,
July 21, 2027, August 23, 2027, September 21, 2027, October
21, 2027 and November 22, 2027 (final Review Date)
Interest Payment Dates*: June 25, 2026, July 24, 2026,
August 26, 2026, September 24, 2026, October 26, 2026,
November 27, 2026, December 24, 2026, January 26, 2027,
February 25, 2027, March 25, 2027, April 26, 2027, May 26,
2027, June 24, 2027, July 26, 2027, August 26, 2027,
September 24, 2027, October 26, 2027 and the Maturity Date
Maturity Date*: November 26, 2027
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second and final Review
Dates), the first Interest Payment Date immediately following
that Review Date
Automatic Call:
If the closing value of each Underlying on any Review Date
(other than the first, second and final Review Dates) is greater
than or equal to its Initial 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 Contingent Interest
Payment applicable to that Review Date, payable on the
applicable Call Settlement Date. No further payments will be
made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Underlying 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 applicable to the final Review
Date.
If the notes have not been automatically called and the Final
Value of any Underlying 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 Underlying Return)
If the notes have not been automatically called and the Final
Value of any Underlying 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 Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value
of that Underlying on the Pricing Date, which was 16,369.00 for
the Index, $76.62 for the ARK Innovation ETF and $45.00 for
the State Street® Utilities Select Sector SPDR® ETF
Final Value: With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing value 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
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
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 value of each Underlying is greater than
or equal to its Interest Barrier.
The closing value of any Underlying is less than its
Interest Barrier.
First and Second Review Dates
Compare the closing value of each Underlying 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.
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date.
No further payments will be made on the notes.
Review Dates (Other than the First, Second and Final Review Dates)
Automatic Call
The closing value of
each Underlying is
greater than or equal to
its Initial Value.
The closing value of any
Underlying is less than
its Initial Value.
Initial
Value
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Review Date.
The closing value of each
Underlying is greater
than or equal to its
Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable Review Date.
Proceed to the next Review Date.
The closing value of any
Underlying is less than its
Interest Barrier.
Compare the closing value of each Underlying to its Initial Value and its Interest Barrier on each Review Date until the final
Review Date or any earlier automatic call.
PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
Payment at Maturity If the Notes Have Not Been Automatically Called
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 12.30% per annum, depending on how many Contingent Interest Payments are made
prior to automatic call or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
18
$184.50
17
$174.25
16
$164.00
15
$153.75
14
$143.50
13
$133.25
12
$123.00
11
$112.75
10
$102.50
9
$92.25
8
$82.00
7
$71.75
6
$61.50
5
$51.25
4
$41.00
3
$30.75
2
$20.50
1
$10.25
0
$0.00
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment
applicable to the final Review Date.
The notes are not
automatically called.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Underlying is greater
than or equal to its Trigger Value.
You will receive:
$1,000 + ($1,000 ×Least Performing
Underlying Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of any Underlying is less than its
Trigger Value.
PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Underlyings, assuming a range of performances
for the hypothetical Least Performing Underlying on the Review Dates. Solely for purposes of this section, the Least Performing
Underlying with respect to each Review Date is the least performing of the Underlyings determined based on the closing
value of each Underlying on that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
• an Initial Value for each Underlying of 100.00;
• an Interest Barrier and a Trigger Value for each Underlying of 50.00 (equal to 50.00% of its hypothetical Initial Value); and
• a Contingent Interest Rate of 12.30% per annum.
The hypothetical Initial Value of each Underlying of 100.00 has been chosen for illustrative purposes only and does not represent the
actual Initial Value of any Underlying. The actual Initial Value of each Underlying is the closing value of that Underlying on the Pricing
Date and is specified under “Key Terms — Initial Value” in this pricing supplement. For historical data regarding the actual closing
values of each Underlying, please see the historical information set forth under “The Underlyings” 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.
Example 1 — Notes are automatically called on the third Review Date.
Date
Closing Value of Least
Performing Underlying
Payment (per $1,000 principal amount note)
First Review Date
105.00
$10.25
Second Review Date
110.00
$10.25
Third Review Date
115.00
$1,010.25
Total Payment
$1,030.75 (3.075% return)
Because the closing value of each Underlying on the third Review Date is greater than or equal to its Initial Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,010.25 (or $1,000 plus the Contingent Interest
Payment applicable to the third Review Date), payable on the applicable Call Settlement Date. The notes are not automatically callable
before the third Review Date, even though the closing value of each Underlying on each of the first and second Review Dates is greater
than its Initial Value. 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 $1,030.75. No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying is greater
than or equal to its Trigger Value.
Date
Closing Value of Least
Performing Underlying
Payment (per $1,000 principal amount note)
First Review Date
95.00
$10.25
Second Review Date
85.00
$10.25
Third through Seventeenth
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,010.25
Total Payment
$1,030.75 (3.075% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Underlying is greater than or equal
to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,010.25 (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 $1,030.75.
PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
Example 3 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying is less than
its Trigger Value.
Date
Closing Value of Least
Performing Underlying
Payment (per $1,000 principal amount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third through Seventeenth
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 automatically called, the Final Value of the Least Performing Underlying is less than its Trigger Value
and the Least Performing Underlying Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note,
calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of any
Underlying 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 Underlying 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 automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closing value of each Underlying on that Review Date is greater than or equal to its Interest Barrier. If the closing value of any
Underlying 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 value of any Underlying 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.
PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
• 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 Underlying, which may be significant. You will not participate in any appreciation of any
Underlying.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING —
Payments on the notes are not linked to a basket composed of the Underlyings and are contingent upon the performance of each
individual Underlying. Poor performance by any of the Underlyings over the term of the notes may result in the notes not being
automatically called on a Review Date, 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
Underlying.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Underlying is less than its Trigger Value and the notes have not been automatically called, the benefit
provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Underlying.
• 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 three months and you will
not receive any Contingent Interest Payments after the applicable Call Settlement 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 the notes are called 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 EITHER FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THOSE SECURITIES.
• THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE VALUE OF THAT UNDERLYING 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.
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
PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
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 values of the Underlyings. 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 Underlyings
• RISKS ASSOCIATED WITH THE TECHNOLOGY SECTOR WITH RESPECT TO THE INDEX —
All or substantially all of the equity securities included in the Index are issued by companies whose primary line of business is
directly associated with the technology sector. As a result, the value of the notes may be subject to greater volatility and be more
adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to
securities of a more broadly diversified group of issuers. The value of stocks of technology companies and companies that rely
heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence,
government regulation and competition, both domestically and internationally, including competition from foreign competitors with
lower production costs. Stocks of technology companies and companies that rely heavily on technology, especially those of
PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent
on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies
in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of
qualified personnel. These factors could affect the technology sector and could affect the value of the equity securities included in
the Index and the level of the Index during the term of the notes, which may adversely affect the value of your notes.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE INDEX AND THE ARK INNOVATION ETF —
Some of the equity securities included in the Index or held by the ARK Innovation ETF have been issued by non-U.S.
companies. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the home
countries and/or the securities markets in the home countries of the issuers of those non-U.S. equity securities. Also, there is
generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies
that are subject to the reporting requirements of the SEC.
• AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH ACTIVELY MANAGED FUNDS WITH
RESPECT TO THE ARK INNOVATION ETF —
The ARK Innovation ETF is actively managed. Unlike a passively managed fund, an actively managed fund does not attempt to
track an index or other benchmark, and the investment decisions for an actively managed fund are instead made by its investment
adviser. The investment adviser of an actively managed fund may adopt a strategy or strategies that are significantly higher risk
than the indexing strategy that would have been employed by a passively managed fund. As an actively managed fund, the ARK
Innovation ETF is subject to management risk. In managing an actively managed fund, the investment adviser of a fund applies
investment strategies, techniques and analyses in making investment decisions for that fund, but there can be no guarantee that
these actions will produce the intended results. The ability of the ARK Innovation ETF’s investment adviser to successfully
implement the ARK Innovation ETF’s investment strategy will significantly influence the market price of the shares of the ARK
Innovation ETF and, consequently, the value of the notes.
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE NET ASSET VALUE PER SHARE AS WELL AS, WITH RESPECT TO THE
STATE STREET® UTILITIES SELECT SECTOR SPDR® ETF, THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX
—
Because the shares of each Fund are traded on a securities exchange and are subject to market supply and investor demand, the
market value of one share of each Fund may differ from the net asset value per share of that Fund. In addition, the State Street®
Utilities Select Sector SPDR® ETF does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and
may hold securities different from those included in its Underlying Index. Moreover, the performance of the State Street® Utilities
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 the State Street® Utilities Select Sector
SPDR® ETF and its Underlying Index. Furthermore, corporate actions with respect to the equity securities underlying the State
Street® Utilities Select Sector SPDR® ETF (such as mergers and spin-offs) may impact the variance between the performances of
that Fund and its Underlying Index.
During periods of market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of
a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to
buy and sell shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary
substantially from the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may
not correlate with the net asset value per share of that Fund as well as, with respect to the State Street® Utilities Select Sector
SPDR® ETF, the performance of its Underlying Index, 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 DISRUPTIVE INNOVATION COMPANIES WITH RESPECT TO THE ARK INNOVATION ETF —
The ARK Innovation ETF’s investment strategy involves exposure to companies that the investment adviser believes are
capitalizing on disruptive innovation and developing technologies to displace older technologies or create new markets (“disruptive
innovation companies”). However, the companies selected by the investment adviser may not in fact do so. Companies that
initially develop a novel technology may not be able to capitalize on the technology. Companies that develop disruptive
technologies may face political or legal attacks from competitors, industry groups or local and national governments. These
companies may also be exposed to risks applicable to sectors other than the disruptive innovation theme for which they are
chosen, and the securities issued by these companies may underperform the securities of other companies that are primarily
focused on a particular theme. The ARK Innovation ETF may invest in companies that do not currently derive any revenue from
PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
disruptive innovations or technologies, and there is no assurance that any company will derive any revenue from disruptive
innovations or technologies in the future. A disruptive innovation or technology may constitute a small portion of any company’s
overall business. As a result, the success of a disruptive innovation or technology may not affect the value of the equity securities
issued by that company.
• THE NOTES ARE SUBJECT TO RISKS RELATING TO CRYPTOCURRENCIES AND RELATED INVESTMENTS WITH
RESPECT TO THE ARK INNOVATION ETF —
The ARK Innovation ETF may have exposure to cryptocurrencies, such as bitcoin, indirectly through investment funds, including
through an investment in the Grayscale Bitcoin Trust (“GBTC”), a privately offered, open-end investment vehicle. Cryptocurrencies
are digital assets designed to act as a medium of exchange and do not represent legal tender. Cryptocurrency generally operates
without central authority or banks and is not backed by any government. Cryptocurrencies are susceptible to theft, loss,
destruction and fraud. Cryptocurrency is an emerging asset class, and regulation in the United States is still developing, including
with respect to market integrity, anti-fraud, anti-manipulation, cybersecurity, surveillance and anti-money laundering. Federal, state
and/or foreign governments may restrict the use and exchange of cryptocurrencies. The market prices of bitcoin and other
cryptocurrencies have been subject to extreme fluctuations. Even when held indirectly, investment vehicles like GBTC may be
affected by the high volatility associated with cryptocurrency exposure. Holding a privately offered investment vehicle in its
portfolio may cause the ARK Innovation ETF to trade at a discount to its net asset value. If cryptocurrency markets continue to be
subject to sharp fluctuations, the ARK Innovation ETF and the notes may be adversely affected. In addition, the share prices of
GBTC and other similar investment vehicles that are not listed on a national securities exchange may be more volatile than listed
securities because there is generally less liquidity in these securities and there may be less publicly available information about
them or their issuers. Cryptocurrency exchanges and other trading venues on which cryptocurrencies trade are relatively new and,
in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges
for securities, derivatives and other currencies. Cryptocurrency exchanges may stop operating or permanently shut down due to
fraud, technical glitches, hackers or malware, which may also affect the prices of cryptocurrencies. Events that negatively affect
cryptocurrencies may negatively affect the performance of the ARK Innovation ETF and the notes.
• AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH MID-SIZE, SMALL AND MICRO-
CAPITALIZATION STOCKS WITH RESPECT TO THE ARK INNOVATION ETF —
Some of the equity securities held by the ARK Innovation ETF have been issued by mid-size, small or micro-capitalization
companies. Mid-size, small and micro-capitalization companies may be less able to withstand adverse economic, market, trade
and competitive conditions relative to larger companies. Mid-size, small and micro-capitalization companies are less likely to pay
dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure
under adverse market conditions.
• EMERGING MARKETS RISK WITH RESPECT TO THE ARK INNOVATION ETF —
Some of the equity securities held by the ARK Innovation ETF have been issued by non-U.S. companies located in emerging
markets countries. Countries with emerging markets may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The economies of countries with emerging markets may be based on
only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and
volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE ARK INNOVATION ETF —
Because the prices of the non-U.S. equity securities held by the ARK Innovation ETF are converted into U.S. dollars for purposes
of calculating the net asset value of the ARK Innovation ETF, holders of the notes will be exposed to currency exchange rate risk
with respect to each of the currencies in which the non-U.S. equity securities held by the ARK Innovation ETF trade. With respect
to the ARK Innovation ETF, your net exposure will depend on the extent to which those currencies strengthen or weaken against
the U.S. dollar and the relative weight of equity securities held by the ARK Innovation ETF denominated in each of those
currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the price of the ARK
Innovation ETF will be adversely affected and any payment on the notes may be reduced.
• RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE ARK INNOVATION ETF —
Pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in, or possession of, publicly traded
securities of certain companies that are determined to be linked to the People’s Republic of China military, intelligence and security
apparatus, or securities that are derivative of, or are designed to provide investment exposure to, those securities. If the issuer of
any of the equity securities held by the ARK Innovation ETF is in the future designated as such a prohibited company, the value of
that company may be adversely affected, perhaps significantly, which would adversely affect the performance of the ARK
PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
Innovation ETF. In addition, under these circumstances, the ARK Innovation ETF is expected to remove the equity securities of
that company from the ARK Innovation ETF. Any changes to the composition of the ARK Innovation ETF in response to these
executive orders could adversely affect the performance of the ARK Innovation ETF.
• THERE ARE RISKS ASSOCIATED WITH THE STATE STREET® UTILITIES SELECT SECTOR SPDR® ETF —
The State Street® Utilities Select Sector SPDR® ETF is subject to management risk, which is the risk that the investment strategies
of the State Street® Utilities Select Sector SPDR® ETF’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 price of the shares of the
State Street® Utilities Select Sector SPDR® ETF and, consequently, the value of 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
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.
• 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-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
The Underlyings
The Index is an equal-weighted, price-return index designed to measure the performance of the technology companies in the Nasdaq-
100 Index®. The Nasdaq-100 Index® is a modified market capitalization-weighted index that is designed to measure the performance of
100 of the largest non-financial companies listed on The Nasdaq Stock Market. For additional information about the Index, see “Equity
Index Descriptions ― The Nasdaq-100® Technology Sector IndexSM” in the accompanying underlying supplement.
The ARK Innovation ETF is an actively-managed exchange-traded fund of ARK ETF Trust, a registered investment company, with an
investment objective of long-term growth of capital, that primarily invests in equity securities of U.S. and non-U.S. companies relevant to
the ARK Innovation ETF’s investment theme of disruptive innovation. For additional information about the ARK Innovation ETF, see
“Fund Descriptions — The ARK Innovation ETF” in the accompanying underlying supplement.
The State Street® Utilities Select Sector SPDR® ETF is an exchange-traded fund of the Select Sector SPDR® Trust, a registered
investment company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield
performance of publicly traded equity securities of companies in the Utilities Select Sector Index, which we refer to as the Underlying
Index with respect to the State Street® Utilities Select Sector SPDR® ETF. The Utilities Select Sector Index is a capped modified
market capitalization-weighted index that measures the performance of the GICS® utilities sector of the S&P 500® Index, which
currently includes companies in the following industries: electric utilities; gas utilities; multi-utilities; water utilities; and independent
power and renewable electricity producers. For additional information about the State Street® Utilities Select Sector SPDR® ETF, see
“Fund Descriptions — The State Street® Select Sector SPDR® ETFs” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Underlying based on the weekly historical closing values from January
8, 2021 through May 15, 2026. The closing value of the Index on May 21, 2026 was 16,369.00. The closing value of the ARK
Innovation ETF on May 21, 2026 was $76.62. The closing value of the State Street® Utilities Select Sector SPDR® ETF on May 21,
2026 was $45.00. We obtained the closing values above and below from the Bloomberg Professional® service (“Bloomberg”), without
independent verification. The closing values of the Funds above and below may have been adjusted by Bloomberg for actions taken by
the Funds, such as stock splits.
The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be
given as to the closing value of any Underlying on any Review Date. There can be no assurance that the performance of the
Underlyings will result in the return of any of your principal amount or the payment of any interest.
PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
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.
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
PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
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, 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.
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
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-14 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
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 Underlyings” 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.
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
PS-15 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the ARK Innovation ETF and
the State Street® Utilities Select Sector SPDR® ETF
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.