JPMorgan $937K Auto‑Callable Notes Pay 13% Annual
JPMorgan Chase Financial Company LLC is offering $937,000 of Auto Callable Yield Notes due May 17, 2029, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay 13.00% per annum (1.08333% monthly) if not automatically called and may be automatically called beginning November 16, 2026 when each Fund's closing price on a Review Date is greater than or equal to its Initial Value. Payments at maturity depend on the Least Performing Fund Return; if any Fund's Final Value is below its Trigger Value (70% of Initial Value), principal can be substantially reduced, potentially to zero. The notes priced May 14, 2026 and are expected to settle on or about May 19, 2026.
Positive
- None.
Negative
- None.
Insights
High coupon with significant downside tied to the worst-performing ETF.
The structure pays 13.00% per annum in monthly installments if not called and can be auto-called on scheduled Review Dates beginning November 16, 2026. The maturity payoff uses the Least Performing Fund Return and a 70.00% Trigger Value, exposing holders to concentrated downside if any Fund underperforms.
Key dependencies are the three Funds' closing prices, credit of the issuer/guarantor, and the occurrence of an automatic call. Secondary-market liquidity and dealer bid levels will affect tradability; timing of call events is determinative of realized yield.
Issuer intends specific tax treatment as a put-plus-deposit unit.
The issuer intends to treat each note as a unit comprising a cash-settled Put Option and a $1,000 Deposit, allocating ~4.46% per annum of each Interest Payment as deposit interest. This allocation affects timing and character of income under U.S. federal tax rules.
Section 871(m) implications were considered; issuer's counsel expects it not to apply, but the IRS could disagree. Purchasers should consult advisers for their circumstances.
Key Figures
Offering size: $937,000
Interest Rate: 13.00% per annum
Price to Public per note: $1,000
+4 more
7 metrics
Offering size
$937,000
Total principal amount offered
Interest Rate
13.00% per annum
Payable as 1.08333% per month if not called
Price to Public per note
$1,000
Original issue price per $1,000 principal amount note
Selling commission
$37.50 per $1,000
Fees and commissions included in price to public
Estimated value
$932.70 per $1,000
Estimated value when terms were set
Trigger Value
70.00% of Initial Value
Applied to each Fund to determine downside threshold
Initial Values (GDX/URA/SLV)
$93.95 / $52.50 / $75.51
Closing prices on Pricing Date (May 14, 2026)
Key Terms
Least Performing Fund Return, Share Adjustment Factor, Trigger Value, Put Option and Deposit tax treatment
4 terms
Least Performing Fund Return financial
"The Fund with the Least Performing Fund Return"
Share Adjustment Factor financial
"The Share Adjustment Factor of each Fund is subject to adjustment"
Trigger Value financial
"Trigger Value: With respect to each Fund, 70.00% of its Initial Value"
A trigger value is a pre-set threshold—usually a specific price, ratio, or metric—that, once reached, automatically prompts a defined action such as a trade, disclosure, margin call, or regulatory response. Think of it like a thermostat setting or tripwire: when the reading crosses the line, a predetermined step happens to manage risk or enforce rules. Investors care because trigger values can cause sudden buying or selling and change a stock’s short-term supply, demand, or obligations.
Put Option and Deposit tax treatment regulatory
"treated the notes as units each comprising: (x) a cash-settled Put Option... and (y) a Deposit"
Offering Details
shelf
Offering
Offering Type
shelf
Use of Proceeds
Offered to meet investor demand for the notes' risk‑return profile; proceeds specifics not provided in excerpt
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the headline terms of JPM's Auto Callable Yield Notes (JPM)?
The offering size is $937,000 with a 13.00% per annum coupon (1.08333% monthly). The notes mature on May 17, 2029 and may be automatically called beginning November 16, 2026 if call conditions are met.
How is the maturity payment determined for these notes?
At maturity you receive $1,000 plus the final interest payment if each Fund's Final Value is at or above its Trigger Value (70.00% of Initial Value). If any Fund is below its Trigger Value, payment depends on the Least Performing Fund Return and principal can be lost.
Which ETFs and reference values are used for performance testing?
The Funds are GDX (Initial Value $93.95), URA (Initial Value $52.50) and SLV (Initial Value $75.51), each with a Trigger Value equal to 70.00% of its Initial Value.
Who bears credit and liquidity risk for these notes?
The notes are unsecured obligations of JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co. Payments depend on issuer/guarantor credit, and the notes are not exchange-listed, so secondary-market liquidity may be limited.
What tax treatment does the issuer intend for these notes?
Issuer intends to treat each note as a unit comprising a cash-settled Put Option and a $1,000 Deposit, allocating ~4.46% per annum of each Interest Payment as interest on the Deposit; investors should consult tax advisers.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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May 14, 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and the prospectus and
prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
$937,000
Auto Callable Yield Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the Global X Uranium ETF
and the iShares® Silver Trust due May 17, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security with
the same maturity issued by us. The notes will pay 13.00% per annum interest over the term of the notes, assuming no
automatic call, payable at a rate of 1.08333% per month.
• The notes will be automatically called if the closing price of one share of each of the VanEck® Gold Miners ETF, the
Global X Uranium ETF and the iShares® Silver Trust, which we refer to as the Funds, on any Review Date (other than
the final Review Date) is greater than or equal to its Initial Value.
• The earliest date on which an automatic call may be initiated is November 16, 2026.
• Investors should be willing to accept the risk of losing a significant portion or all of their principal and be willing to forgo
dividend payments, in exchange for Interest Payments.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on May 14, 2026 and are expected to settle on or about May 19, 2026.
• CUSIP: 46660TWC0
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
$37.50
$962.50
Total
$937,000
$35,137.50
$901,862.50
(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 $37.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $932.70 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 Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The VanEck® Gold Miners ETF (Bloomberg ticker:
GDX), the Global X Uranium ETF (Bloomberg ticker: URA) and
the iShares® Silver Trust (Bloomberg ticker: SLV)
Interest Payments: If the notes have not been automatically
called, you will receive on each Interest Payment Date for each
$1,000 principal amount note an Interest Payment equal to
$10.8333 (equivalent to an Interest Rate of 13.00% per annum,
payable at a rate of 1.08333% per month).
Interest Rate: 13.00% per annum, payable at a rate of
1.08333% per month
Trigger Value: With respect to each Fund, 70.00% of its Initial
Value, which is $65.765 for the VanEck® Gold Miners ETF,
$36.75 for the Global X Uranium ETF and $52.857 for the
iShares® Silver Trust
Pricing Date: May 14, 2026
Original Issue Date (Settlement Date): On or about May 19,
2026
Review Dates*: November 16, 2026, December 14, 2026,
January 14, 2027, February 16, 2027, March 15, 2027, April 14,
2027, May 14, 2027, June 14, 2027, July 14, 2027, August 16,
2027, September 14, 2027, October 14, 2027, November 15,
2027, December 14, 2027, January 14, 2028, February 14,
2028, March 14, 2028, April 17, 2028, May 15, 2028, June 14,
2028, July 14, 2028, August 14, 2028, September 14, 2028,
October 16, 2028, November 14, 2028, December 14, 2028,
January 16, 2029, February 14, 2029, March 14, 2029, April 16,
2029 and May 14, 2029 (final Review Date)
Interest Payment Dates*: June 18, 2026, July 17, 2026,
August 19, 2026, September 17, 2026, October 19, 2026,
November 19, 2026, December 17, 2026, January 20, 2027,
February 19, 2027, March 18, 2027, April 19, 2027, May 19,
2027, June 17, 2027, July 19, 2027, August 19, 2027,
September 17, 2027, October 19, 2027, November 18, 2027,
December 17, 2027, January 20, 2028, February 17, 2028,
March 17, 2028, April 20, 2028, May 18, 2028, June 20, 2028,
July 19, 2028, August 17, 2028, September 19, 2028, October
19, 2028, November 17, 2028, December 19, 2028, January 19,
2029, February 20, 2029, March 19, 2029, April 19, 2029 and
the Maturity Date
Maturity Date*: May 17, 2029
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the final Review Date), the first
Interest Payment Date immediately following that Review Date
* 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 Fund on any Review
Date (other than the final 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, equal to
(a) $1,000 plus (b) the Interest Payment for the Interest
Payment Date occurring on the applicable Call Settlement Date,
payable on that 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 Fund is greater than or equal to its Trigger Value,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Interest
Payment applicable to the Maturity Date.
If the notes have not been automatically called and the Final
Value of any Fund is less than its Trigger Value, your payment
at maturity per $1,000 principal amount note, in addition to the
Interest Payment applicable to the Maturity Date, will be
calculated as follows:
$1,000 + ($1,000 × Least Performing Fund Return)
If the notes have not been automatically called and the Final
Value of any Fund is less than its Trigger Value, you will lose
more than 30.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Fund: The Fund with the Least Performing
Fund Return
Least Performing Fund Return: The lowest of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of
one share of that Fund on the Pricing Date, which was $93.95
for the VanEck® Gold Miners ETF, $52.50 for the Global X
Uranium ETF and $75.51 for the iShares® Silver Trust
Final Value: With respect to each Fund, the closing price of
one share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to 1.0
on the Pricing Date. The Share Adjustment Factor of each
Fund is subject to adjustment upon the occurrence of certain
events affecting that Fund. See “The Underlyings — Funds —
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
How the Notes Work
Payments in Connection with Review Dates Preceding the Final Review Date
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Interest Payment for the Interest Payment Date occurring on
that Call Settlement Date.
Compare the closing price of one share of each Fund to its Initial Value on each Review Date until the final Review Date or any
earlier automatic call.
Review Dates Preceding the Final Review Date
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Initial Value.
The closing price of one
share of any Fund is
less than its Initial
Value.
Initial
Value
The notes will not be automatically called. You will still receive an Interest Payment on the
immediately following Interest Payment Date.
Proceed to the next Review Date.
No Automatic Call
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Interest Payment applicable to the
Maturity Date.
The notes are not
automatically called.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Fund is greater than or
equal to its Trigger Value.
You will receive, in addition to the
Interest Payment applicable to the
Maturity Date:
$1,000 + ($1,000 ×Least Performing
Fund Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of any Fund is less than its
Trigger Value.
PS-3 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
Total Interest Payments
The table below illustrates the total Interest Payments per $1,000 principal amount note over the term of the notes based on the Interest
Rate of 13.00% per annum, depending on how many Interest Payments are made prior to automatic call or maturity. If the notes have
not been automatically called, the total Interest Payments per $1,000 principal amount note over the term of the notes will be equal to
the maximum amount shown in the table below.
Number of Interest
Payments
Total Interest Payments
36
$390.0000
35
$379.1667
34
$368.3333
33
$357.5000
32
$346.6667
31
$335.8333
30
$325.0000
29
$314.1667
28
$303.3333
27
$292.5000
26
$281.6667
25
$270.8333
24
$260.0000
23
$249.1667
22
$238.3333
21
$227.5000
20
$216.6667
19
$205.8333
18
$195.0000
17
$184.1667
16
$173.3333
15
$162.5000
14
$151.6667
13
$140.8333
12
$130.0000
11
$119.1667
10
$108.3333
9
$97.5000
8
$86.6667
7
$75.8333
6
$65.0000
PS-4 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Funds, assuming a range of performances for the
hypothetical Least Performing Fund on the Review Dates. Solely for purposes of this section, the Least Performing Fund with
respect to each Review Date is the least performing of the Funds determined based on the closing price of one share of each
Fund on that Review Date compared with its Initial Value.
The hypothetical payments set forth below assume the following:
• an Initial Value for each Fund of $100.00;
• a Trigger Value for each Fund of $70.00 (equal to 70.00% of its hypothetical Initial Value); and
• an Interest Rate of 13.00% per annum.
The hypothetical Initial Value of each Fund of $100.00 has been chosen for illustrative purposes only and does not represent the actual
Initial Value of any Fund. The actual Initial Value of each Fund is the closing price of one share of that Fund on the Pricing Date and is
specified under “Key Terms — Initial Value” in this pricing supplement. For historical data regarding the actual closing prices of one
share of each Fund, please see the historical information set forth under “The Funds” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 — Notes are automatically called on the first Review Date.
Date
Closing Price of One Share of
Least Performing Fund
First Review Date
$105.00
Notes are automatically called
Total Payment
$1,065.00 (6.50% return)
Because the closing price of one share of each Fund on the first 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 $1,010.8333 (or $1,000 plus the Interest Payment
applicable to the corresponding Interest Payment Date), payable on the applicable Call Settlement Date. When added to the Interest
Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000 principal amount note, is
$1,065.00. 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 Fund is greater than or
equal to its Trigger Value.
Date
Closing Price of One Share of
Least Performing Fund
First Review Date
$95.00
Notes NOT automatically called
Second Review Date
$90.00
Notes NOT automatically called
Third through Thirtieth
Review Dates
Less than Initial Value
Notes NOT automatically called
Final Review Date
$80.00
Final Value of the Least Performing Fund is greater than or
equal to its Trigger Value
Total Payment
$1,390.00 (39.00% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Fund is greater than or equal to its
Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,010.8333 (or $1,000 plus the Interest Payment
applicable to the Maturity Date). When added to the Interest Payments received with respect to the prior Interest Payment Dates, the
total amount paid, for each $1,000 principal amount note, is $1,390.00.
Example 3 — Notes have NOT been automatically called and the Final Value of the Least Performing Fund is less than its
Trigger Value.
Date
Closing Price of One Share of
Least Performing Fund
First Review Date
$40.00
Notes NOT automatically called
Second Review Date
$45.00
Notes NOT automatically called
Third through Thirtieth
Less than Initial Value
Notes NOT automatically called
PS-5 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
Review Dates
Final Review Date
$40.00
Final Value of the Least Performing Fund is less than its Trigger
Value
Total Payment
$790.00 (-21.00% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Fund is less than its Trigger Value and
the Least Performing Fund Return is -60.00%, the payment at maturity will be $410.8333 per $1,000 principal amount note, calculated
as follows:
$1,000 + [$1,000 × (-60.00%)] + $10.8333 = $410.8333
When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000
principal amount note, is $790.00.
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
Fund is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Least Performing Fund is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 30.00% of
your principal amount at maturity and could lose all of your principal amount at maturity.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF THE INTEREST PAYMENTS PAID OVER
THE TERM OF THE NOTES,
regardless of any appreciation of any Fund, which may be significant. You will not participate in any appreciation of any Fund.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND —
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by any of the Funds over the term of the notes may result in the notes not being automatically
called on a Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by positive performance
by any other Fund.
PS-6 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Fund is less than its Trigger Value and the notes have not been automatically called, the benefit provided
by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Fund.
• 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 six months and you will
not receive any 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 THE VANECK® GOLD MINERS ETF OR THE GLOBAL X URANIUM ETF OR THE
SECURITIES HELD BY THE VANECK® GOLD MINERS ETF OR THE GLOBAL X URANIUM ETF OR HAVE ANY RIGHTS
WITH RESPECT TO ANY FUND OR THE SECURITIES OR COMMODITIES HELD BY ANY FUND.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS TRIGGER VALUE IS GREATER IF
THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS —
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see “The Underlyings — Funds — Discontinuation or Modification of a Fund” in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
In addition, the benchmark price of the iShares® Silver Trust’s Underlying Commodity (as defined under “The Funds” below) is
administered by the London Bullion Market Association (“LBMA”) or an independent service provider appointed by the LBMA, and
we are, or one of our affiliates is, a price participant that contributes to the determination of that price. Furthermore, our affiliate is
the custodian of the iShares® Silver Trust. We and our affiliates will have no obligation to consider your interests as a holder of the
notes in taking any actions in connection with our roles as a price participant and a custodian that might affect the iShares® Silver
Trust or the notes.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
PS-7 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
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 Funds. Additionally, independent pricing vendors and/or third party broker-dealers may
publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or
lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the
notes will be impacted by many economic and market factors” in the accompanying product supplement.
Risks Relating to the Funds
• THERE ARE RISKS ASSOCIATED WITH THE VANECK® GOLD MINERS ETF AND THE GLOBAL X URANIUM ETF —
The VanEck® Gold Miners ETF and the Global X Uranium ETF are subject to management risk, which is the risk that the
investment strategies of the applicable Fund’s investment adviser, the implementation of which is subject to a number of
constraints, may not produce the intended results. These constraints could adversely affect the market prices of the shares of
these Funds and, consequently, the value of the notes.
PS-8 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX OR
UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE —
Each of the VanEck® Gold Miners ETF and the Global X Uranium ETF does not fully replicate its Underlying Index (as defined
under “The Funds” below) and may hold securities different from those included in its Underlying Index. In addition, the
performance of each of the VanEck® Gold Miners ETF and Global X Uranium ETF will reflect additional transaction costs and fees
that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the
performance of each of the VanEck® Gold Miners ETF and the Global X Uranium ETF and its Underlying Index. In addition,
corporate actions with respect to the equity securities underlying each of the VanEck® Gold Miners ETF and the Global X Uranium
ETF (such as mergers and spin-offs) may impact the variance between the performances of that Fund and its Underlying Index.
Finally, because the shares of each of the VanEck® Gold Miners ETF and the Global X Uranium ETF are traded on a securities
exchange and are subject to market supply and investor demand, the market value of one share of that Fund may differ from the
net asset value per share of that Fund.
In addition, the iShares® Silver Trust does not fully replicate the performance of its Underlying Commodity due to the fees and
expenses charged by the iShares® Silver Trust or by restrictions on access to its Underlying Commodity due to other
circumstances. The iShares® Silver Trust does not generate any income, and as the iShares® Silver Trust regularly sells its
Underlying Commodity to pay for ongoing expenses, the amount of its Underlying Commodity represented by each share gradually
declines over time. The iShares® Silver Trust sells its Underlying Commodity to pay expenses on an ongoing basis irrespective of
whether the trading price of the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by
the iShares® Silver Trust of its Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could
adversely affect the value of the notes. Additionally, there is a risk that part or all of the iShares® Silver Trust’s holdings in its
Underlying Commodity could be lost, damaged or stolen. Access to the iShares® Silver Trust’s Underlying Commodity could also
be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of these factors may lead
to a lack of correlation between the performance of the iShares® Silver Trust and its Underlying Commodity. In addition, because
the shares of the iShares® Silver Trust are traded on a securities exchange and are subject to market supply and investor demand,
the market value of one share of the iShares® Silver Trust may differ from the net asset value per share of the iShares® Silver
Trust.
During periods of market volatility, securities underlying the VanEck® Gold Miners ETF and the Global X Uranium ETF or the
Underlying Commodity of the iShares® Silver Trust may be unavailable in the secondary market, market participants may be
unable to calculate accurately the net asset value per share of a Fund and the liquidity of a Fund may be adversely affected. This
kind of market volatility may also disrupt the ability of market participants to create and redeem shares of a Fund. Further, market
volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of a
Fund. As a result, under these circumstances, the market value of shares of a Fund may vary substantially from the net asset
value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may not correlate with the
performance of its Underlying Index or Underlying Commodity, as applicable, as well as the net asset value per share of that Fund,
which could materially and adversely affect the value of the notes in the secondary market and/or reduce any payment on the
notes.
• RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE VANECK® GOLD
MINERS ETF —
All or substantially all of the equity securities held by the VanEck® Gold Miners ETF are issued by companies whose primary line of
business is directly associated with the gold and/or silver mining industries. 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 these industries
than a different investment linked to securities of a more broadly diversified group of issuers. Investments related to gold and silver
are considered speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the
financial condition of gold and silver mining companies. Also, gold and silver mining companies are highly dependent on the price
of gold and silver bullion, respectively, but may also be adversely affected by a variety of worldwide economic, financial and
political factors. The price of gold and silver may fluctuate substantially over short periods of time, so the VanEck® Gold Miners
ETF’s share price may be more volatile than other types of investments. Fluctuation in the prices of gold and silver may be due to
a number of factors, including changes in inflation, changes in currency exchange rates and changes in industrial and commercial
demand for metals (including fabricator demand). Additionally, increased environmental or labor costs may depress the value of
metal investments. These factors could affect the gold and silver mining industries and could affect the value of the equity
securities held by the VanEck® Gold Miners ETF and the price of the VanEck® Gold Miners ETF during the term of the notes, which
may adversely affect the value of your notes.
PS-9 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF AND THE GLOBAL X URANIUM ETF
—
Some of the equity securities held by the VanEck® Gold Miners ETF and the Global X Uranium 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.
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF
AND THE GLOBAL X URANIUM ETF —
Because the prices of the non-U.S. equity securities held by each of the VanEck® Gold Miners ETF and the Global X Uranium ETF
are converted into U.S. dollars for purposes of calculating the net asset value of that Fund, 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 that Fund trade.
With respect to each of the VanEck® Gold Miners ETF and the Global X Uranium 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 that
Fund 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 relevant Fund will be adversely affected and any payment on the notes may be reduced.
• THE VANECK® GOLD MINERS ETF HAS RECENTLY TRANSITIONED TO TRACKING A NEW UNDERLYING INDEX, WHICH
DIFFERS FROM THE PRIOR UNDERLYING INDEX IN IMPORTANT WAYS —
Prior to September 19, 2025, the VanEck® Gold Miners ETF sought to replicate as closely as possible, before fees and expenses,
the price and yield performance of the NYSE Arca Gold Miners Index. After market close on September 19, 2025, the VanEck®
Gold Miners ETF’s benchmark index became the MarketVector Global Gold Miners Index. The MarketVector Global Gold Miners
Index differs from the NYSE Arca Gold Miners Index in important ways, including use of different market capitalization criteria for
inclusion in the index and different weighting schemes, and the composition of the VanEck® Gold Miners ETF has changed as a
result of this transition.
When evaluating the historical performance of the VanEck® Gold Miners ETF, you should bear in mind that the index tracked by
the VanEck® Gold Miners ETF during the historical period shown in this pricing supplement before market close on September 19,
2025 is different from the index that the VanEck® Gold Miners ETF tracks currently. The historical performance of the VanEck®
Gold Miners ETF might have been meaningfully different (positive or negative) had the VanEck® Gold Miners ETF tracked the
MarketVector Global Gold Miners Index before market close on September 19, 2025.
We cannot predict what effect these changes may have on the performance of the VanEck® Gold Miners ETF. It is possible that
these changes could adversely affect the performance of the VanEck® Gold Miners ETF and, in turn, your return on the notes.
• RISKS ASSOCIATED WITH THE URANIUM INDUSTRY WITH RESPECT TO THE GLOBAL X URANIUM ETF —
All or substantially all of the equity securities held by the Global X Uranium ETF are issued by companies whose primary line of
business is directly associated with the uranium industry, including companies in the uranium mining, energy and consumable fuel
industries. 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 industry than a different investment linked to securities of a more broadly
diversified group of issuers.
Securities in the Global X Uranium ETF’s portfolio may be significantly subject to the effects of competitive pressures in the
uranium mining industry and the price of uranium. The price of uranium may be affected by changes in inflation rates, interest
rates, monetary policy, economic conditions and political stability. The price of uranium may fluctuate substantially over short
periods of time, and therefore, the Global X Uranium ETF’s share price may be more volatile than other types of investments. In
addition, uranium mining companies may also be significantly affected by import controls, worldwide competition, liability for
environmental damage, depletion of resources and mandated expenditures for safety and pollution control devices. The primary
demand for uranium is from the nuclear energy industry, which uses uranium as fuel for nuclear power plants. Demand for nuclear
energy may face considerable risk as a result of, among other risks, incidents and accidents, breaches of security, ill-intentioned
acts or terrorism, air crashes, natural disasters (such as floods or earthquakes), equipment malfunctions or mishandling in storage,
handling, transportation, treatment or conditioning of substances and nuclear materials.
The value of securities issued by companies in the energy sector may decline for many reasons, including, without limitation,
changes in energy prices; international politics; energy conservation; the success of exploration projects; natural disasters or other
catastrophes; changes in exchange rates, interest rates, or economic conditions; changes in demand for energy products and
PS-10 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
services; and tax and other government regulatory policies. Actions taken by central governments may dramatically impact supply
and demand forces that influence energy prices, resulting in sudden decreases in value for companies in the energy sector.
Furthermore, the exploration and development of mineral deposits involve significant financial risks over a significant period of
time, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties that are
explored are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling and
to construct mining and processing facilities at a site. In addition, mineral exploration companies typically operate at a loss and are
dependent on securing equity and/or debt financing, which might be more difficult to secure for an exploration company than for a
more established counterpart.
The consumable fuels industry is cyclical and highly dependent on the market price of fuel. The market value of companies in the
consumable fuels industry are strongly affected by the levels and volatility of global commodity prices, supply and demand, capital
expenditures on exploration and production, energy conservation efforts, the prices of alternative fuels, exchange rates and
technological advances. Companies in this sector are subject to substantial government regulation and contractual fixed pricing,
which may increase the cost of business and limit these companies’ earnings. Actions taken by central governments may
dramatically impact supply and demand forces that influence the market price of fuel, resulting in sudden decreases in value for
companies in the consumable fuels industry. A significant portion of their revenues depends on a relatively small number of
customers, including governmental entities and utilities. As a result, governmental budget restraints may have a material adverse
effect on the stock prices of companies in the industry.
These factors could affect the uranium industry and could affect the value of the equity securities held by the Global X Uranium
ETF and the price of the Global X Uranium ETF during the term of the notes, which may adversely affect the value of your notes.
• EMERGING MARKETS RISK WITH RESPECT TO THE GLOBAL X URANIUM ETF —
The equity securities held by the Global X Uranium 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 iSHARES® SILVER TRUST IS NOT AN INVESTMENT COMPANY OR A COMMODITY POOL AND WILL NOT BE
SUBJECT TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY
EXCHANGE ACT, AS AMENDED —
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER WITH RESPECT TO THE iSHARES® SILVER TRUST —
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses
and liabilities. The price of silver is primarily affected by global demand for and supply of silver. Silver prices can fluctuate widely
and may be affected by numerous factors. These include general economic trends, increases in silver hedging activity by silver
producers, significant changes in attitude by speculators and investors in silver, technical developments, substitution issues and
regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the
relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates,
central bank sales, forward sales by producers, global or regional political or economic events and production costs and disruptions
in major silver-producing countries, such as Mexico, China and Peru. The demand for and supply of silver affect silver prices, but
not necessarily in the same manner as supply and demand affect the prices of other commodities. The supply of silver consists of
a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private
financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to
very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also
influence the market. The major end uses for silver include industrial applications, jewelry and silverware. It is not possible to
predict the aggregate effect of all or any combination of these factors.
• THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE iSHARES® SILVER
TRUST —
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses
and liabilities. The price of silver is determined by the LBMA or an independent service provider appointed by the LBMA. The
LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the LBMA are
PS-11 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity. If
the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form
of regulation currently not in place, the role of the LBMA silver price as a global benchmark for the value of silver may be adversely
affected. The LBMA is a principals’ market, which operates in a manner more closely analogous to an over-the-counter physical
commodity market than regulated futures markets, and certain features of U.S. futures contracts are not present in the context of
LBMA trading. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA silver price, which could
adversely affect the value of the notes. The LBMA, or an independent service provider appointed by the LBMA, will have no
obligation to consider your interests in calculating or revising the LBMA silver price.
• SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY —
The iShares® Silver Trust is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity
index. The iShares® Silver Trust’s Underlying Commodity may not correlate to the price of commodities generally and may diverge
significantly from the prices of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes
linked to the prices of more commodities or a broad-based commodity index.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
PS-12 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
The Funds
The VanEck® Gold Miners ETF is an exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to
track as closely as possible, before fees and expenses, the price and yield performance of the MarketVector Global Gold Miners Index,
which we refer to as the Underlying Index with respect to the VanEck® Gold Miners ETF. The MarketVector Global Gold Miners Index is
a float-adjusted modified market capitalization-weighted index that tracks the performance of companies involved primarily in the gold
and silver mining industry. For additional information about the VanEck® Gold Miners ETF, see “Fund Descriptions — The VanEck®
ETFs” in the accompanying underlying supplement.
The Global X Uranium ETF is an exchange-traded fund of Global X Funds®, a registered investment company, that seeks to provide
investment results that correspond generally to the price and yield performance, before fees and expenses, of the Solactive Global
Uranium & Nuclear Components Total Return Index, which we refer to as the Underlying Index with respect to the Global X Uranium
ETF. The Solactive Global Uranium & Nuclear Components Total Return Index is designed to measure broad based equity market
performance of global companies involved in the uranium industry. For additional information about the Global X Uranium ETF, see
“Fund Descriptions — The Global X Uranium ETF” in the accompanying underlying supplement.
The iShares® Silver Trust is an investment trust sponsored by iShares® Delaware Trust Sponsor LLC. The iShares® Silver Trust seeks
to reflect generally the performance of the price of silver before the payment of its expenses and liabilities. The assets of the iShares®
Silver Trust consist primarily of silver held by a custodian on behalf of the iShares® Silver Trust. We refer to silver as the Underlying
Commodity with respect to the iShares® Silver Trust. For additional information about the iShares® Silver Trust, see “Fund Descriptions
— The iShares® Silver Trust” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through May 8, 2026. The closing price of one share of the VanEck® Gold Miners ETF on May 14,
2026 was $93.95. The closing price of one share of the Global X Uranium ETF on May 14, 2026 was $52.50. The closing price of one
share of the iShares® Silver Trust on May 14, 2026 was $75.51. We obtained the closing prices above and below from the Bloomberg
Professional® service (“Bloomberg”), without independent verification. The closing prices above and below may have been adjusted by
Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of any Fund on any Review Date. There can be no assurance that the performance of
the Funds will result in the return of any of your principal amount.
PS-13 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. Based
on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in determining our reporting
responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each comprising: (x) a cash-settled Put Option
written by you that is terminated if an automatic call occurs and that, if not terminated, in circumstances where the payment due at
maturity is less than $1,000 (excluding accrued but unpaid interest), requires you to pay us an amount equal to that difference and (y) a
Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option, as more fully described in
“United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as Units Each Comprising a Put
Option and a Deposit” in the accompanying prospectus supplement. By purchasing the notes, you agree (in the absence of an
administrative determination or judicial ruling to the contrary) to follow this treatment and the allocation described in the following
paragraph. However, 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 and adversely 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 on a number of issues, the most relevant of which for investors in the notes are the character of income or loss
(including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by
non-U.S. investors should be subject to withholding tax. While it is not clear whether the notes would be viewed as similar to the typical
prepaid forward contract described in the notice, it is possible that any Treasury regulations or other guidance promulgated after
PS-14 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with
retroactive effect.
In determining our reporting responsibilities, we intend to treat a portion of each Interest Payment equal to approximately 4.46% per
annum times the amount of the Deposit times the number of days in the applicable period divided by 365 as interest on the Deposit (so
that the amount allocated as interest on the Deposit will vary from Interest Payment to Interest Payment depending on the number of
days in the applicable period) and the remainder of each Interest Payment as Put Premium. Assuming that the treatment of the notes
as units each comprising a Put Option and a Deposit is respected, amounts treated as interest on the Deposit will be taxed as ordinary
income, while the Put Premium will not be taken into account prior to sale or settlement, including a settlement following an automatic
call.
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 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 all aspects of the U.S.
federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by
the 2007 notice. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect
to the tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the
purchase price of the notes between the Deposit and the Put Option.
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.
PS-15 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
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,
and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks Relating
to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than the Original
Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return
profile of the notes and “The Funds” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Supplemental Plan of Distribution
JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of $37.50 per $1,000 principal amount note it
receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product
supplement.
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
PS-16 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the VanEck®
Gold Miners ETF, the Global X Uranium ETF and the iShares® Silver Trust
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 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.