JPMorgan prices $389K Auto Callable Notes Linked to MAX

JPMorgan Chase Financial Company LLC priced $389,000 of Auto Callable Notes linked to the J.P.

(Low)

(Neutral)

Form Type

424B2

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC priced $389,000 of Auto Callable Notes linked to the J.P. Morgan Multi-Asset Index on May 29, 2026. The notes (minimum denomination $1,000) are expected to settle on or about June 3, 2026 and mature on June 1, 2029. They are fully and unconditionally guaranteed by JPMorgan Chase & Co.

The notes feature a 100% Participation Rate, an Initial Value of 320.71, automatic call opportunities on June 1, 2027 and May 30, 2028 with Call Premiums of $80 and $160 per $1,000, respectively, and a final Review Date of May 29, 2029. Price to public was $1,000 per note (selling commission $10, proceeds to issuer $990) and the issuer estimated the notes' value at $953.30 per $1,000 at pricing.

Insights

Auto-call structure offers capped early returns and full upside at maturity if not called.

The notes provide investors with uncapped, unleveraged exposure to the Index at maturity via a 100.00% Participation Rate, but automatic calls on June 1, 2027 and May 30, 2028 cap realized returns to the $80 and $160 Call Premiums per $1,000.

Secondary‑market liquidity, credit exposure to JPMorgan Financial and JPMorgan Chase & Co., and the Index’s 1.00% per annum deduction are key dependencies; documented settlement is on or about June 3, 2026.

Notes are treated as contingent payment debt instruments for U.S. federal income tax purposes.

Davis Polk & Wardwell LLP expresses the opinion that the notes should be treated as contingent payment debt instruments, requiring accrual of OID using a comparable yield of 4.31%, producing a projected payment schedule per $1,000 of $1,136.27.

Special withholding rules (Section 871(m)) and varied tax treatments for non‑initial purchasers are noted; purchasers should consult advisers for personal tax consequences.

Key Figures

Aggregate offering size: $389,000 Price to public / per note: $1,000 Selling commission: $10 per note +4 more

7 metrics

Aggregate offering size $389,000 total principal amount priced on May 29, 2026

Price to public / per note $1,000 per $1,000 principal amount note at pricing

Selling commission $10 per note selling commissions paid per $1,000 principal amount note

Estimated value $953.30 per $1,000 estimated value when terms were set on May 29, 2026

Initial Index Value 320.71 closing level of the Index on the Pricing Date

Comparable yield 4.31% annual rate used to compute OID for U.S. tax purposes

Projected payment at maturity $1,136.27 projected single payment per $1,000 using comparable yield

Key Terms

Auto Callable, Excess return index, Contingent payment debt instrument, Participation Rate

4 terms

Auto Callable financial

"If the closing level of the Index on any Review Date... the notes will be automatically called"

Excess return index financial

"The Index is an “excess return” index because it provides notional exposure to the Constituents"

Contingent payment debt instrument regulatory

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

Participation Rate financial

"Participation Rate: 100.00%"

Offering Details

primary

Offering

Offering Type primary

Use of Proceeds Proceeds used consistent with issuer's financing activities; original issue price equals estimated value plus commissions and hedging costs

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of JPM's Auto Callable Notes (JPM)?

They mature on June 1, 2029 and were priced on May 29, 2026. The notes have a 100.00% Participation Rate, Initial Value 320.71, and two early automatic-call dates with Call Premiums of $80 and $160 per $1,000.

How does the automatic call feature work for these JPM notes?

If the Index closes at or above the Call Value on a Review Date (other than final), notes are automatically called. Early calls pay principal plus the applicable Call Premium, ending further participation in Index appreciation.

What price and fees applied at issuance for JPM's notes?

The price to public was $1,000 per note; selling commissions were $10 per note, leaving proceeds to the issuer of $990 per note. Total issuance equals $389,000.

What Index and index-specific deductions affect returns on these notes?

The notes track the J.P. Morgan Multi-Asset Index (ticker MAX), which applies a 1.00% per annum daily deduction to index levels; that deduction reduces Index performance used to calculate payments.

What are the primary risks listed for JPM's Auto Callable Notes?

Material risks include issuer/guarantor credit risk, lack of exchange listing and liquidity, automatic-call limiting upside, the Index’s strategy and 1.00% annual deduction, and the estimated value being lower than the issue price.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:26 PM

May 29, 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. 23-I dated April 17, 2026 and 

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

JPMorgan Chase Financial Company LLC 

Structured Investments 

$389,000

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset 

Index due June 1, 2029 

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. 

•  The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date (other 

than the final Review Date), the closing level of the J.P. Morgan Multi-Asset Index, which we refer to as the Index, is at or 

above the Call Value for that Review Date. 

•  The earliest date on which an automatic call may be initiated is June 1, 2027. 

•  The notes are also designed for investors who seek uncapped, unleveraged exposure to any appreciation of the Index at 

maturity if the notes have not been automatically called. 

•  Investors should be willing to forgo interest payments, while seeking full repayment of principal at maturity. 

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

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

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

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

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

•  The notes priced on May 29, 2026 and are expected to settle on or about June 3, 2026. 

•  CUSIP: 46660TSD3 

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, “Risk 

Factors” beginning on page US-4 of the accompanying underlying supplement and “Selected Risk Considerations” 

beginning on page PS-6 of this pricing supplement. 

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

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

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

Price to Public (1) 

Fees and Commissions (2) 

Proceeds to Issuer 

Per note 

$1,000 

$10

$990

Total 

$389,000 

$3,890 

$385,110 

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

notes. 

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

commissions of $10.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers.  See “Plan of 

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

The estimated value of the notes, when the terms of the notes were set, was $953.30 per $1,000 principal amount note.  

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

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

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

PS-1 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

Key Terms 

Issuer: JPMorgan Chase Financial Company LLC, a direct, 

wholly owned finance subsidiary of JPMorgan Chase & Co. 

Guarantor: JPMorgan Chase & Co. 

Index: The J.P. Morgan Multi-Asset Index (Bloomberg ticker: 

MAX).  The level of the Index reflects a 1.00% per annum daily 

deduction. 

Call Premium Amount: The Call Premium Amount with 

respect to each Review Date is set forth below: 

• first Review Date:   8.00% × $1,000 

• second Review Date:  16.00% × $1,000 

Call Value: The Call Value for each Review Date is set forth 

below: 

• first Review Date:  101.00% of the Initial Value 

• second Review Date:  102.00% of the Initial Value 

Participation Rate: 100.00% 

Pricing Date: May 29, 2026 

Original Issue Date (Settlement Date): On or about June 3, 

2026

Review Dates*: June 1, 2027, May 30, 2028 and May 29, 2029 

(final Review Date) 

Call Settlement Dates*: June 4, 2027 and June 2, 2028 

Maturity Date*: June 1, 2029 

* Subject to postponement in the event of a market disruption event 

and as described under “Supplemental Terms of the Notes — 

Postponement of a Determination Date — Notes linked solely to the 

Index” in the accompanying underlying supplement 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 level of the Index on any Review Date (other than 

the final Review Date) is greater than or equal to the Call Value 

for that Review Date, the notes will be automatically called for a 

cash payment, for each $1,000 principal amount note, equal to 

(a) $1,000 plus (b) the Call Premium Amount applicable to that 

Review Date, payable on the applicable Call Settlement Date.  

No further payments will be made on the notes. 

If the notes are automatically called, you will not benefit from 

the feature that provides you with a positive return at maturity 

equal to the Index Return times the Participation Rate if the 

Final Value is greater than the Initial Value.  Because this 

feature does not apply to the payment upon an automatic call, 

the payment upon an automatic call may be significantly less 

than the payment at maturity for the same level of appreciation 

in the Index. 

Payment at Maturity: 

If the notes have not been automatically called, at maturity you 

will receive a cash payment, for each $1,000 principal amount 

note, of $1,000 plus the Additional Amount, which may be zero. 

If the notes have not been automatically called, you are entitled 

to repayment of principal in full at maturity, subject to the credit 

risks of JPMorgan Financial and JPMorgan Chase & Co. 

Additional Amount: If the notes have not been automatically 

called, the Additional Amount payable at maturity per $1,000 

principal amount note will equal: 

$1,000 × Index Return × Participation Rate, 

provided that the Additional Amount will not be less than zero. 

Index Return: 

(Final Value – Initial Value) 

Initial Value 

Initial Value: The closing level of the Index on the Pricing Date, 

which was 320.71 

Final Value: The closing level of the Index on the final Review 

Date 

PS-2 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

Supplemental Terms of the Notes 

The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act, as amended (the 

“Commodity Exchange Act”).  The notes are offered pursuant to an exemption from regulation under the Commodity Exchange Act, 

commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed to the 

value, level or rate of one or more commodities, as set out in section 2(f) of that statute.  Accordingly, you are not afforded any 

protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading Commission. 

The J.P. Morgan Multi-Asset Index 

The J.P. Morgan Multi-Asset Index (the “Index”) was developed and is maintained and calculated by JPMS, one of our affiliates.  The 

Index is reported by Bloomberg L.P. under the ticker symbol “MAX Index.” 

The Index seeks to provide a dynamic and diversified asset allocation based on a momentum investment strategy.  The Index tracks 

the return of (a) a dynamic notional portfolio consisting of up to 10 excess return futures-based indices (each, a “Constituent” and 

collectively, the “Constituents”), converted into U.S. dollars (in the case of Constituents not denominated in U.S. dollars), less (b) a 

1.00% per annum daily deduction.  The Constituents represent a broad range of asset classes (equities, fixed income and 

commodities) and developed markets (the United States, Germany and Japan).  

The Index selects and rebalances into a new notional portfolio composed of the Constituents at least once each month using a 

methodology that is designed to: 

•  maintain a diversified allocation at all times; 

•  allocate dynamically based on the market cycle; and 

•  select allocations that attempt to deliver a stable volatility over time. 

Maintaining a diversified allocation.  A diversified portfolio’s return is the weighted average of its constituents’ returns, but its volatility is 

less than the weighted average of its constituents’ volatilities, because different assets don’t always move in the same direction — in 

this sense, a diversified portfolio can be said to deliver average returns with below-average volatility.  In order to ensure diversification, 

the Index constitutes its selected portfolio from a universe of 10 Constituents, and imposes caps and floors on the Constituent weights 

at the individual and asset class levels.  Each Constituent’s assigned weight must also be an increment of 5%, and the assigned 

weights must sum to 100%.  The following table sets forth the current Constituents, the ticker for each Constituent, the minimum and 

maximum assigned weight for each Constituent and the minimum and maximum aggregate assigned weight for each asset class.  For 

additional information about the Constituents, see “Background on the J.P. Morgan Futures Indices” in the accompanying underlying 

supplement. 

Constituent 

Ticker 

Individual 

Assigned 

Weight 

Constraints 

Aggregate 

Assigned 

Weight 

Constraints 

1

J.P. Morgan US Large Cap Equities Futures Index 

JPUSLGEQ 

Minimum: 

-10%

Maximum: 

40%

Minimum: 

10%

Maximum: 

60%

2

J.P. Morgan US Small Cap Equities Futures Index 

JPUSSMEQ 

3

J.P. Morgan German Equities Futures Index 

JPDEEQ 

4

J.P. Morgan Japanese Equities Futures Index 

JPJPEQ 

5

J.P. Morgan 5Y U.S. Treasury Futures Index 

JPUS5YT 

Minimum: 

-10%

Maximum: 

40%

Minimum: 

10%

Maximum: 

80%

6

J.P. Morgan 10Y U.S. Treasury Futures Index 

JPUS10YT 

7

J.P. Morgan German Government Bond Futures Index 

JPDEBUND 

8

J.P. Morgan Japanese Government Bond Futures Index 

JPJP10YB 

9

J.P. Morgan Brent Crude Oil Futures Index 

JPBRENT 

Minimum: 

-20%

Maximum: 

20%

Minimum: 

-30%

Maximum: 

30%

10

J.P. Morgan Gold Futures Index 

JPMGOLD 

PS-3 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

Allocating dynamically based on the market cycle.  Historical data and statistical analysis support the premise that assets tend to move 

in multi-year cycles.  Depending on the asset class, these cycles can range from five to 30 years.  The presence of these trends is one 

possible explanation for the academic research showing that, historically, asset classes exhibiting strong recent returns have been 

more likely to continue to exhibit positive returns.  The Index attempts to take advantage of this dynamic by identifying a selected 

portfolio that reflects the strongest recent returns in local-currency terms from among the possible portfolios that meet the weight 

constraints set forth above and the volatility threshold described below. 

Targeting stable volatility.  One measure of risk used by many investors is volatility, which reflects the degree of variation in the value of 

an asset or portfolio over a period of time.  Unlike asset-allocation approaches that aim to maintain stable proportions of different assets 

throughout the market cycle, the Index attempts to maintain a stable level of volatility over time.  As compared to an approach that 

maintains consistent weights through the market cycle, the Index is designed to take on more volatility risk in calm markets and deliver 

lower volatility in choppy ones. 

Identifying a selected portfolio.  At least once each month, the Index identifies every notional portfolio that meets the individual 

Constituent and asset class weight constraints set forth above with weights in increments of 5% and a total weight of 100% and that 

has a recent historical volatility at or below a volatility threshold of 4%.  The Index then selects and rebalances into the notional portfolio 

from that set with the strongest recent performance in local-currency terms.  If no such notional portfolio exists, then the volatility 

threshold is increased by 1% (e.g., from 4% to 5%), and the procedure described in this paragraph is repeated, including the increase 

to the volatility threshold, until a notional portfolio has been selected. 

Calculating the level of the Index.  On any given day, the closing level of the Index (the “Index Level”) reflects (a) the weighted U.S. 

dollar performance of the Constituents tracked by the Index on that day less (b) the 1.00% per annum daily deduction.  The Index Level 

was set equal to 100.00 on February 22, 1994, the base date of the Index.  The Index Calculation Agent (as defined below) began 

calculating the Index on a live basis on November 18, 2022. 

The Index is an “excess return” index because it provides notional exposure to the Constituents that in turn provide exposure to futures 

contract returns that reflect changes in the price of those futures contracts, as well as their “roll” returns.  The Index is not a “total return” 

index because the Constituents do not reflect interest that could be earned on funds notionally committed to the trading of futures 

contracts. 

JPMS is currently the sponsor of the Index (the “Index Sponsor”) and the calculation agent of the Index (the “Index Calculation Agent”). 

See “The J.P. Morgan Multi-Asset Index” in the accompanying underlying supplement for additional information about the Index. 

No assurance can be given that the investment strategy used to construct the Index will be successful or that the Index will 

outperform any alternative portfolio or strategy that might be constructed from the Constituents.  There is no guarantee that 

past performance trends referenced in identifying a selected portfolio will continue during the subsequent period when the 

Index provides exposure to that selected portfolio.  In addition, no assurance can be given that the actual realized volatility of 

the Index will approximate 4%.  The actual realized volatility of the Index will depend on the performance of the Constituents 

included in the selected portfolio(s) from time to time, and, at any time or for extended periods, may be greater than 4%, 

perhaps significantly, or less than 4%.  Furthermore, the volatility threshold is subject to upward adjustment and, thus, the 

realized volatility threshold used to determine any selected portfolio may be greater than 4%, perhaps significantly. 

The Index is described as a “notional” or “synthetic” portfolio of assets because there is no actual portfolio of assets to 

which any person is entitled or in which any person has any ownership interest.  The Index merely references certain assets, 

the performance of which will be used as a reference point for calculating the Index Level. 

PS-4 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

How the Notes Work 

Payment upon an Automatic Call 

Payment at Maturity If the Notes Have Not Been Automatically Called 

Call Premium Amount 

The table below illustrates the Call Premium Amount per $1,000 principal amount note for each Review Date (other than the final 

Review Date) based on the Call Premium Amounts set forth under “Key Terms — Call Premium Amount” above.   

Review Date 

Call Premium Amount 

First 

 $80.00  

Second 

 $160.00  

The notes will be automatically called on the applicable Call Settlement Date and you will 

receive (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date. 

No further payments will be made on the notes.

Review Dates Preceding the Final Review Date

Automatic Call

The closing level of the 

Index is greater than or 

equal to the Call Value 

for the applicable Review 

Date.

The closing level of the 

Index is less than the 

Call Value for the 

applicable Review Date.

Call 

Value

Compare the closing level of the Index to the applicable Call Value on each Review Date until the final Review Date or any earlier 

automatic call.

The notes will not be automatically called. Proceed to the next Review Date. 

No Automatic Call

Final Review Date

The notes have not 

been automatically 

called. Proceed to the 

payment at maturity.

Payment at Maturity

You will receive $1,000 plus the Additional Amount, which will be equal to: 

$1,000 ×Index Return ×Participation Rate, 

provided that the Additional Amount will not be less than zero.

PS-5 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

Payment at Maturity If the Notes Have Not Been Automatically Called 

The following table illustrates the hypothetical payment at maturity on the notes linked to a hypothetical Index if the notes have not been 

automatically called.  The hypothetical payments set forth below assume the following: 

•  the notes have not been automatically called;  

•  an Initial Value of 100.00; and 

•  a Participation Rate of 100.00%. 

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

The actual Initial Value is the closing level of the Index on the Pricing Date and is specified under “Key Terms — Initial Value” in this 

pricing supplement.  For historical data regarding the actual closing levels of the Index, please see the historical information set forth 

under “Hypothetical Back-Tested Data and Historical Information” in this pricing supplement. 

Each hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the actual payment at maturity 

applicable to a purchaser of the notes.  The numbers appearing in the following table have been rounded for ease of analysis. 

Final Value 

Index Return 

Additional Amount 

Payment at Maturity 

165.00 

65.00% 

$650.00 

$1,650.00 

150.00 

50.00% 

$500.00 

$1,500.00 

140.00 

40.00% 

$400.00 

$1,400.00 

130.00 

30.00% 

$300.00 

$1,300.00 

120.00 

20.00% 

$200.00 

$1,200.00 

110.00 

10.00% 

$100.00 

$1,100.00 

105.00 

5.00% 

$50.00 

$1,050.00 

101.00 

1.00% 

$10.00 

$1,010.00 

100.00 

0.00% 

$0.00 

$1,000.00 

95.00 

-5.00% 

$0.00 

$1,000.00 

90.00 

-10.00% 

$0.00 

$1,000.00 

80.00 

-20.00% 

$0.00 

$1,000.00 

70.00 

-30.00% 

$0.00 

$1,000.00 

60.00 

-40.00% 

$0.00 

$1,000.00 

50.00 

-50.00% 

$0.00 

$1,000.00 

40.00 

-60.00% 

$0.00 

$1,000.00 

30.00 

-70.00% 

$0.00 

$1,000.00 

20.00 

-80.00% 

$0.00 

$1,000.00 

10.00 

-90.00% 

$0.00 

$1,000.00 

0.00 

-100.00% 

$0.00 

$1,000.00 

PS-6 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

Note Payout Scenarios 

Upside Scenario If Automatic Call: 

If the closing level of the Index on any Review Date (other than the final Review Date) is greater than or equal to the Call Value for that 

Review Date, the notes will be automatically called and investors will receive on the applicable Call Settlement Date the $1,000 

principal amount plus the Call Premium Amount applicable to that Review Date.  No further payments will be made on the notes. 

• If the closing level of the Index increases 10.00% as of the first Review Date, the notes will be automatically called and investors 

will receive a return equal to 8.00%, or $1,080.00 per $1,000 principal amount note. 

• If the notes have not been previously automatically called and the closing level of the Index increases 65.00% as of the second 

Review Date, the notes will be automatically called and investors will receive a return equal to 16.00%, or $1,160.00 per $1,000 

principal amount note. 

If No Automatic Call: 

If the notes have not been automatically called, investors will receive at maturity the $1,000 principal amount plus the Additional 

Amount, which is equal to $1,000 times the Index Return times the Participation Rate of 100.00%. 

Upside Scenario: 

If the notes have not been automatically called and the Final Value is greater than the Initial Value, the Additional Amount will be 

greater than zero and investors will receive at maturity more than the principal amount of their notes. 

•  If the notes have not been automatically called and the closing level of the Index increases 10.00%, investors will receive at 

maturity a return equal to 10.00%, or $1,100.00 per $1,000 principal amount note. 

Par Scenario: 

If the notes have not been automatically called and the Final Value is equal to or less than the Initial Value, the Additional Amount will 

be zero and investors will receive at maturity the principal amount of their notes. 

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

or until automatically called.  These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the 

secondary market.  If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would 

likely be lower. 

Selected Risk Considerations 

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

accompanying prospectus supplement, product supplement and underlying supplement. 

Risks Relating to the Notes Generally 

• IF THE NOTES HAVE NOT BEEN AUTOMATICALLY CALLED, THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL 

AMOUNT AT MATURITY —  

If the notes have not been automatically called and the Final Value is less than or equal to the Initial Value, you will receive only the 

principal amount of your notes at maturity, and you will not be compensated for any loss in value due to inflation and other factors 

relating to the value of money over time. 

• THE INDEX IS SUBJECT TO A 1.00% PER ANNUM DAILY DEDUCTION — 

This per annum deduction will be deducted daily.  As a result of the per annum deduction, the level of the Index will trail the value 

of a hypothetical identically constituted notional portfolio from which no such deduction is made. 

• 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 

PS-7 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

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 CALL VALUE FOR EACH REVIEW DATE IS GREATER THAN THE INITIAL VALUE AND INCREASES PROGRESSIVELY 

OVER THE TERM OF THE NOTES — 

The notes will be automatically called, and you will receive a Call Premium Amount, only if the closing level of the Index increases 

from the Initial Value such that it is greater than or equal to the Call Value for a Review Date.  Even if the closing level of the Index 

increases over the term of the notes, it may not increase sufficiently for the notes to be automatically called (including because, 

due to the step-up Call Value feature, the Call Values increase progressively over the term of the notes).

• IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE 

APPLICABLE CALL PREMIUM AMOUNT PAID ON THE NOTES,  

regardless of any appreciation of the Index, which may be significant.  In addition, if the notes are automatically called, you will not 

benefit from the feature that provides you with a positive return at maturity equal to the Index Return times the Participation Rate if 

the Final Value is greater than the Initial Value.  Because this feature does not apply to the payment upon an automatic call, the 

payment upon an automatic call may be significantly less than the payment at maturity for the same level of appreciation in the 

Index.   

• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT — 

If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year.  There is no 

guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar 

level of risk.  Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described 

on the front cover of this pricing supplement. 

• THE NOTES DO NOT PAY INTEREST. 

• YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE CONSTITUENTS, THE FUTURES CONTRACTS UNDERLYING 

THE CONSTITUENTS OR THE SECURITIES OR COMMODITIES UNDERLYING THOSE FUTURES CONTRACTS. 

• 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 there is an occurrence of legal or regulatory 

changes that the calculation agent determines have interfered with our or our affiliates’ ability to hedge its obligations under the 

notes.  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 “General Terms of Notes — Consequences of a Commodity Hedging Disruption 

Event” 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 

PS-8 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

supplement.  See also “— Risks Relating to the Index — Our Affiliate, JPMS, Is the Index Sponsor and Index Calculation Agent 

and May Adjust the Index in a Way that Affects Its Level” below. 

In addition, one of our affiliates, JPMS, is one of the primary dealers through which the U.S. Federal Reserve conducts open-

market purchases and sales of U.S. Treasury and federal agency securities, including U.S. Treasury notes.  These activities may 

affect the prices and yields on the U.S. Treasury notes, which may in turn affect the levels of two of the Bond Constituents (as 

defined below) and the level of the Index.  JPMS has no obligation to take into consideration your interests as a holder of the notes 

when undertaking these activities. 

• JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED 

RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN 

THE FUTURE — 

Any research, opinions or recommendations could affect the market value of the notes.  Investors should undertake their own 

independent investigation of the merits of investing in the notes, the Constituents, the futures contracts in the Constituents and the 

securities and commodities underlying those futures contracts. 

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

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

NOTES —  

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

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

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

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

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

Estimated Value of the Notes” in this pricing supplement. 

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

FROM OTHERS’ ESTIMATES —  

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

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

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

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

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

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

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

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

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

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

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

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

PERIOD —  

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

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

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

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

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

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

NOTES —  

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

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

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

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

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

PS-9 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

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 level of the Index.  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 Index 

• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX, THE 

REFERENCE INDEX UNDERLYING THE FUTURES CONTRACTS INCLUDED IN ONE OF THE EQUITY CONSTITUENTS (AS 

DEFINED BELOW), 

but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect 

the securities included in the reference index underlying the futures contracts included in that Equity Constituent. 

• OUR AFFILIATE, JPMS, IS THE INDEX SPONSOR AND INDEX CALCULATION AGENT AND MAY ADJUST THE INDEX IN A 

WAY THAT AFFECTS ITS LEVEL — 

JPMS, one of our affiliates, currently acts as the Index Sponsor and the Index Calculation Agent and is responsible for calculating 

and maintaining the Index and developing the guidelines and policies governing its composition and calculation.  In performing 

these duties, JPMS may have interests adverse to the interests of the holders of the notes, which may affect your return on the 

notes, particularly where JPMS, as the Index Sponsor and the Index Calculation Agent, is entitled to exercise discretion.  The rules 

governing the Index may be amended at any time by the Index Sponsor, in its sole discretion.  The rules also permit the use of 

discretion by the Index Sponsor and the Index Calculation Agent in relation to the Index in specific instances, including, but not 

limited to, the determination of whether to replace a Constituent with a substitute or successor upon the occurrence of certain 

events affecting that Constituent, the selection of any substitute or successor and the determination of the levels to be used in the 

event of market disruptions that affect the ability of the Index Calculation Agent to calculate and publish the levels of the Index and 

the interpretation of the rules governing the Index.  Although JPMS, acting as the Index Sponsor and the Index Calculation Agent, 

will make all determinations and take all action in relation to the Index acting in good faith, it should be noted that JPMS may have 

interests adverse to the interests of the holders of the notes and the policies and judgments for which JPMS is responsible could 

have an impact, positive or negative, on the level of the Index and the value of your notes. 

Although judgments, policies and determinations concerning the Index are made by JPMS, JPMorgan Chase & Co., as the ultimate 

parent company of JPMS, ultimately controls JPMS.  JPMS has no obligation to consider your interests in taking any actions that 

might affect the value of your notes.  Furthermore, the inclusion of any Constituent in the Index is not an investment 

recommendation by us or JPMS of that Constituent or any of the futures contracts underlying that Constituent. 

• AN INVESTMENT IN THE NOTES CARRIES THE RISKS ASSOCIATED WITH THE INDEX’S MOMENTUM INVESTMENT 

STRATEGY — 

The Index construction reflects a momentum investment strategy.  Momentum investing generally seeks to capitalize on positive 

trends in the returns of financial instruments.  As such, the weights of the Constituents in the Index are based in part on the recent 

performance of the Constituents.  However, there is no guarantee that recent performance trends will continue in the future.  In 

addition, the caps and floors on the Constituent weights applied at the individual and asset class levels will result in lower weights 

for the Constituents with the best recent performance than would be the case if those caps and floors were not applied.  Moreover, 

the aggregate assigned weights of the J.P. Morgan US Large Cap Equities Futures Index, the J.P. Morgan US Small Cap Equities 

Futures Index, the J.P. Morgan German Equities Futures Index and the J.P. Morgan Japanese Equities Futures Index (the “Equity 

Constituents”) and the aggregate assigned weights of the J.P. Morgan 5Y U.S. Treasury Futures Index, the J.P. Morgan 10Y U.S. 

Treasury Futures Index, the J.P. Morgan German Government Bond Futures Index and the J.P. Morgan Japanese Government 

Bond Futures Index (the “Bond Constituents”) will, in each case, not be less than 10%, even in cases where the recent 

performance of the Equity Constituents or the Bond Constituents, as applicable, is significantly worse than the recent performance 

of the remaining Constituents. 

PS-10 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

Furthermore, the Index will maintain a 100% net long exposure to the Constituents at all times, even when most or all Constituents 

are displaying negative performance.  Moreover, once a selected portfolio has been identified and implemented, the Index will track 

the performance of the relevant Constituents until the next rebalancing of the Index, even when the performance of those 

Constituents is worse than their recent performance, or than the performance of the remaining Constituents. 

In addition, due to the Index’s momentum investment strategy, the Index may fail to realize gains that could occur as a result of 

obtaining exposures to financial instruments that have experienced returns one direction, but which subsequently experience a 

sudden return in the other direction.  As a result, if market conditions do not represent a continuation of prior observed trends, the 

level of the Index, which is rebalanced based on prior trends, may decline. 

• THE INDEX MAY PERFORM POORLY AT TIMES WHEN THE PHASE OF THE MARKET CYCLE IS CHANGING OR DURING 

PERIODS CHARACTERIZED BY SHORT-TERM VOLATILITY — 

While historical data and statistical analysis support the premise that assets tend to move in multi-year cycles, performance of 

assets will be variable, even within a particular phase of a market cycle, and the nature of a market cycle is such that the 

performance of assets will shift from phases of positive performance to phases of negative performance over time.  Because the 

Index’s strategy is based on momentum investing, the Index may perform poorly during times when a Constituent’s performance is 

not consistent with the current phase of the market cycle or when the current phase of the market cycle for that Constituent is 

changing.  In non-trending, sideways markets, momentum investment strategies are subject to “whipsaws.”  A whipsaw occurs 

when the market reverses and does the opposite of what is indicated by the trend indicator, resulting in a trading loss during the 

particular period.  Consequently, the Index may perform poorly in non-trending, “choppy” markets characterized by short-term 

volatility. 

● BECAUSE THE INDEX MAY INCLUDE NOTIONAL SHORT POSITIONS, THE NOTES MAY BE SUBJECT TO ADDITIONAL 

RISKS — 

During each rebalancing of the Index, the Index may assign negative weights as low as -10% to one or more of the Equity 

Constituents and the Bond Constituents and negative weights as low as -20% to one or both of the J.P. Morgan Brent Crude Oil 

Futures Index and the J.P. Morgan Gold Futures Index (the “Commodity Constituents”), thereby providing notional short exposure 

to one or more Constituents.  Unlike long positions, short positions are subject to unlimited risk of loss because there is no limit on 

the appreciation of the price of the relevant asset before the short position is closed.  It is possible that a Constituent may 

appreciate substantially while the Index is providing a notional short exposure to that Constituent, thus resulting in an adverse 

effect on the level of the Index and the value of your notes. 

Moreover, if the Index provides both notional long and short exposures to the Constituents, the total long and short exposure to the 

Constituents may exceed 100%, perhaps significantly, which increases the risk that the Index will suffer losses, thereby adversely 

affecting any payment on the notes and the value of the notes. 

• THE INDEX MAY NOT APPROXIMATE ITS INITIAL VOLATILITY THRESHOLD OF 4% — 

No assurance can be given that the Index will maintain an annualized realized volatility that approximates its initial volatility 

threshold of 4%.  The actual realized volatility of the Index will depend on the performance of the Constituents included in the 

selected portfolio(s) from time to time, and, at any time or for extended periods, may be greater than 4%, perhaps significantly, or 

less than 4%.  Furthermore, the volatility threshold of the Index is subject to upward adjustment and, thus, the realized volatility 

threshold used to determine any selected portfolio may be greater than 4%, perhaps significantly.  While the assigned weights of 

the notional portfolio(s) tracked by the Index are based in part on the recent historical volatility of the relevant notional portfolio, 

there is no guarantee that trends existing in the relevant measurement periods will continue in the future.  The volatility of the 

notional portfolio on any day may change quickly and unexpectedly.  Accordingly, the actual annualized realized volatility of the 

Index on a daily basis may be greater than or less than the volatility threshold used to select the relevant selected portfolio(s), 

which may adversely affect the level of the Index and the value of the notes. 

In addition, due to the weight constraints applied in constructing the Index, the aggregate assigned weights of the Equity 

Constituents will not be less than 10%, even if the Equity Constituents are performing poorly.  In general, the Equity Constituents 

will tend to receive their minimum weight of 10% during periods when equities are experiencing poor performance or high volatility.  

In addition, during periods when equities are experiencing high volatility, the initial volatility threshold, and the actual realized 

volatility, may be significantly higher than 4%, even if other assets are not experiencing high volatility. 

• A SIGNIFICANT PORTION OF THE INDEX’S EXPOSURE MAY BE ALLOCATED TO THE BOND CONSTITUENTS — 

Under normal market conditions, the Equity Constituents and the Commodity Constituents have tended to exhibit realized 

volatilities that are higher than the realized volatilities of the Bond Constituents in general over time.  As a result, the Index will 

PS-11 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

generally need to reduce its exposure to the Equity Constituents and the Commodity Constituents in order to satisfy the volatility 

threshold.  Therefore, the Index may have significant exposure for an extended period of time to the Bond Constituents, and that 

exposure may be greater, perhaps significantly greater, than its exposure to the Equity Constituents and the Commodity 

Constituents.  However, the returns of the Bond Constituents may be significantly lower than the returns of the Equity Constituents 

and the Commodity Constituents, and possibly even negative while the returns of the Equity Constituents and the Commodity 

Constituents are positive, which will adversely affect the level of the Index and any payment on, and the value of, the notes. 

• THE INDEX IS SUBJECT TO CONCENTRATION RISK IN ITS ALLOCATION AMONG THE CONSTITUENTS — 

The strategy employed by the Index involves an asset allocation that imposes certain weight caps and floors that may result in the 

Index being allocated to as few as three Constituents, with up to 40% of the Index being allocated to a single Equity Constituent 

and/or any single Bond Constituent.  Under these circumstances, the Index may face more risks than if it were diversified broadly 

over numerous asset classes and geographical regions.  Accordingly, the Index may be more adversely affected by negative 

economic, political or regulatory occurrences affecting its Constituents and the relevant asset classes than a more broadly 

diversified allocation among its Constituents.  Additionally, the Index allocation will sometimes result in exposure to only the Equity 

Constituents and the Bond Constituents, without any exposure to the Commodity Constituents. 

• CHANGES IN THE VALUES OF THE CONSTITUENTS MAY OFFSET EACH OTHER — 

Because the notes are linked to the Index, which is linked to the performance of the Constituents, which collectively represent a 

broad range of asset classes (equities, fixed income and commodities) and developed markets (the United States, Germany and 

Japan), price movements between the Constituents representing different asset classes or developed markets may not correlate 

with each other.  At a time when the value of a Constituent representing a particular asset class or developed market increases, 

the value of other Constituents representing a different asset class or developed market may not increase as much or may decline.  

Therefore, in calculating the level of the Index, increases in the values of some of the Constituents may be moderated, or more 

than offset, by lesser increases or declines in the values of other Constituents.  In addition, high correlation during periods of 

negative returns among Constituents could have a material adverse effect on the performance of the Index. 

● THE INDEX IS AN “EXCESS RETURN” INDEX AND NOT A “TOTAL RETURN” INDEX BECAUSE THE CONSTITUENTS DO 

NOT REFLECT INTEREST THAT COULD BE EARNED ON FUNDS NOTIONALLY COMMITTED TO THE TRADING OF 

FUTURES CONTRACTS — 

Each of the Constituents is an excess return index and not a total return index.  The Index, by providing exposure to the 

Constituents, is also an excess return index and not a total return index.  The return from investing in futures contracts derives from 

three sources: (a) changes in the price of the relevant futures contracts (which is known as the “price return”); (b) any profit or loss 

realized when rolling the relevant futures contracts (which is known as the “roll return”); and (c) any interest earned on the cash 

deposited as collateral for the purchase of the relevant futures contracts (which is known as the “collateral return”). 

Some indices, including the Constituents (and indirectly, the Index), that track futures contracts are excess return indices that 

measure the returns accrued from investing in uncollateralized futures contracts (i.e., the sum of the price return and the roll return 

associated with an investment in futures contracts).  By contrast, a total return index, in addition to reflecting those returns, also 

reflects interest that could be earned on funds committed to the trading of the underlying futures contracts (i.e., the collateral return 

associated with an investment in futures contracts).  Investing in the notes will not generate the same return as would be generated 

from investing directly in the relevant futures contracts or in a total return index related to those futures contracts. 

• HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND 

ARE SUBJECT TO INHERENT LIMITATIONS —  

The hypothetical back-tested performance of the Index set forth under “Hypothetical Back-Tested Data and Historical Information” 

in this pricing supplement is purely theoretical and does not represent the actual historical performance of the Index and has not 

been verified by an independent third party.  Hypothetical back-tested performance measures have inherent limitations.  Alternative 

modeling techniques might produce significantly different results and may prove to be more appropriate.  Past performance, and 

especially hypothetical back-tested performance, is not indicative of future results.  This type of information has inherent limitations 

and you should carefully consider these limitations before placing reliance on such information.  Hypothetical back-tested 

performance is derived by means of the retroactive application of a back-tested model that has been designed with the benefit of 

hindsight.   

• THE INVESTMENT STRATEGY USED TO CONSTRUCT THE INDEX INVOLVES REGULAR REBALANCING AND 

WEIGHTING CONSTRAINTS THAT ARE APPLIED TO THE CONSTITUENTS — 

The Constituents are subject to regular rebalancing and weighting constraints applied individually and by asset type.  By contrast, a 

notional portfolio that does not rebalance monthly and is not subject to any weighting constraints could see greater compounded 

PS-12 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

gains over time through exposure to a consistently and rapidly appreciating portfolio consisting of the Constituents.  Therefore, 

your return on the notes may be less than the return you could realize on an alternative investment in the Constituents that is not 

subject to regular rebalancing or weighting constraints.  No assurance can be given that the investment strategy used to construct 

the Index will outperform any alternative investment in the Constituents. 

• A CONSTITUENT MAY BE REPLACED BY A SUBSTITUTE INDEX UPON THE OCCURRENCE OF CERTAIN 

EXTRAORDINARY EVENTS — 

Following the occurrence of certain extraordinary events with respect to a Constituent, the affected Constituent may be replaced by 

a substitute index or the Index Calculation Agent may cease calculation and publication of the Index on a date determined by the 

Index Calculation Agent.  These extraordinary events generally include events that could materially interfere with the ability of 

market participants to transact in, or events that could materially change the underlying economic exposure of, positions with 

respect to the Index, any Constituent or any reference index, where that material interference or change is not acceptable to the 

Index Calculation Agent.  If the Index Calculation Agent determines in its discretion that no suitable substitute is available for an 

affected Constituent, then the Index Calculation Agent will determine its good faith estimate of the closing level of that Constituent 

and remove it from the Index.  In any such case, the Index Calculation Agent will, in good faith, make related adjustments to the 

rules governing the Index that it determines to be appropriate.  See “The J.P. Morgan Multi-Asset Index — Succession and 

Extraordinary Events” in the accompanying underlying supplement for a summary of events that could trigger an extraordinary 

event. 

You should realize that the changing of a Constituent may affect the performance of the Index, and therefore, the return on the 

notes, as the replacement Constituent may perform significantly better or worse than the original Constituent.  Moreover, the 

policies of the sponsor of the substitute index concerning the methodology and calculation of the substitute index, including 

decisions regarding additions, deletions or substitutions of the assets underlying the substitute index, could affect the level of the 

substitute index and therefore the value of the notes.  The amount payable on the notes and their market value could also be 

affected if the sponsor of a substitute index or the sponsor of the reference index discontinues or suspends calculation or 

dissemination of the index, in which case it may become difficult to determine the market value of the notes.  The sponsor of the 

substitute index will have no obligation to consider your interests in calculating or revising such substitute index. 

● THE CONSTITUENTS ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FUTURES CONTRACTS — 

Each Constituent tracks the returns of futures contracts.  The price of a futures contract depends not only on the price of the 

underlying asset referenced by the futures contract, but also on a range of other factors, including but not limited to changing 

supply and demand relationships, interest rates, governmental and regulatory policies and the policies of the exchanges on which 

the futures contracts trade.  In addition, the futures markets are subject to temporary distortions or other disruptions due to various 

factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention.  

These factors and others can cause the prices of futures contracts to be volatile and could adversely affect the level of the Index 

and any payments on, and the value of, your notes. 

• SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN FUTURES CONTRACTS MAY ADVERSELY AFFECT THE 

VALUE OF YOUR NOTES —  

Futures markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, the 

participation of speculators, and government regulation and intervention.  In addition, futures exchanges generally have regulations 

that limit the amount of futures contract price fluctuations that may occur in a single day.  These limits are generally referred to as 

“daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is 

referred to as a “limit price.”  Once the limit price has been reached in a particular contract, no trades may be made at a price 

beyond the limit, or trading may be limited for a set period of time.  Limit prices have the effect of precluding trading in a particular 

contract or forcing the liquidation of contracts at potentially disadvantageous times or prices.  These circumstances could delay the 

calculation of the levels of the Constituents and the level of the Index and could affect the levels of the Constituents and adversely 

affect the level of the Index and any payments on, and the value of, your notes. 

• AN INCREASE IN THE MARGIN REQUIREMENTS FOR FUTURES CONTRACTS INCLUDED IN THE CONSTITUENTS MAY 

ADVERSELY AFFECT THE LEVEL OF THAT CONSTITUENT —  

Futures exchanges require market participants to post collateral in order to open and keep open positions in futures contracts.  If 

an exchange increases the amount of collateral required to be posted to hold positions in futures contracts underlying the 

Constituents, market participants who are unwilling or unable to post additional collateral may liquidate their positions, which may 

cause the price of the relevant futures contracts to decline significantly.  As a result, the level of the Index and any payments on, 

and the value of, the notes may be adversely affected. 

PS-13 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

• THE CONSTITUENTS MAY IN THE FUTURE INCLUDE CONTRACTS THAT ARE NOT TRADED ON REGULATED FUTURES 

EXCHANGES —  

The Constituents are currently based solely on futures contracts traded on regulated futures exchanges (referred to in the United 

States as “designated contract markets”).  If these exchange-traded futures contracts cease to exist, or if the calculation agent for 

the Constituents substitutes a futures contract in certain circumstances, the Index may in the future include futures contracts or 

over-the-counter contracts traded on trading facilities that are subject to lesser degrees of regulation or, in some cases, no 

substantive regulation.  As a result, trading in such contracts, and the manner in which prices and volumes are reported by the 

relevant trading facilities, may not be subject to the provisions of, and the protections afforded by, the U.S. Commodity Exchange 

Act, or other applicable statutes and related regulations that govern trading on regulated U.S. futures exchanges or similar statutes 

and regulations that govern trading on regulated non-U.S. futures exchanges.  In addition, many electronic trading facilities have 

only recently initiated trading and do not have significant trading histories.  As a result, the trading of contracts on such facilities, 

and the inclusion of such contracts in the Index, through its exposure to the Constituents, may be subject to certain risks not 

presented by futures contracts traded on regulated futures exchanges, including risks related to the liquidity and price histories of 

the relevant contracts. 

● CHANGES IN FUTURE PRICES OF THE FUTURES CONTRACTS INCLUDED IN THE CONSTITUENTS RELATIVE TO THEIR 

CURRENT PRICES COULD LEAD TO A DECREASE IN ANY PAYMENT ON THE NOTES — 

The Constituents are composed of futures contracts.  As the contracts underlying the Constituents come to expiration, they are 

replaced by contracts that have a later expiration.  For example, a contract notionally purchased and held in August may specify an 

October expiration.  As time passes, the contract expiring in October is replaced by a contract for delivery in November.  This is 

accomplished by notionally selling the October contract and notionally purchasing the November contract.  This process is referred 

to as “rolling.”  Excluding other considerations, if the market for the underlying futures contracts is in “contango,” where the prices 

are higher in the distant delivery months than in the nearer delivery months, the notional purchase of the November contract would 

take place at a price that is higher than the price of the October contract, thereby creating a negative “roll yield.”  In addition, 

excluding other considerations, if the market for the underlying futures contracts is in “backwardation,” where the prices are lower 

in the distant delivery months than in the nearer delivery months, the notional purchase of the November contract would take place 

at a price that is lower than the price of the October contract, thereby creating a positive “roll yield.”   

When the Index provides long exposure to a Constituent, the presence of contango in the relevant markets could adversely affect 

the values of that Constituent and the Index and, accordingly, any payment on the notes.  In addition, when the Index provides 

short exposure to a Constituent, the presence of backwardation in the relevant markets could positively affect the value of that 

Constituent and therefore adversely affect the value of the Index and, accordingly, any payment on the notes. 

● THE INDEX SHOULD NOT BE COMPARED TO ANY OTHER INDEX OR STRATEGY SPONSORED BY ANY OF OUR 

AFFILIATES — 

The Index follows a notional rules-based proprietary strategy that may have objectives, features and/or constituents that are similar 

to those of another index or strategy sponsored by any of our affiliates (each, a “J.P. Morgan Index”).  No assurance can be given 

that these similarities will form a basis for comparison between the Index and any other J.P. Morgan Index, and no assurance can 

be given that the Index would be more successful than or outperform any other J.P. Morgan Index.  The Index operates 

independently and does not necessarily revise, enhance, modify or seek to outperform any other J.P. Morgan Index. 

● OTHER KEY RISKS: 

o  THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE 

EMPLOYED IN RESPECT OF THE CONSTITUENTS. 

o  THE INDEX COMPRISES NOTIONAL ASSETS AND LIABILITIES.  THERE IS NO ACTUAL PORTFOLIO OF ASSETS TO 

WHICH ANY PERSON IS ENTITLED OR IN WHICH ANY PERSON HAS ANY OWNERSHIP INTEREST. 

o  THE INDEX, WHICH WAS ESTABLISHED ON NOVEMBER 18, 2022, AND THE CONSTITUENTS, WHICH WERE 

ESTABLISHED ON DECEMBER 22, 2020, NOVEMBER 29, 2021 OR OCTOBER 24, 2022, HAVE LIMITED OPERATING 

HISTORIES AND MAY PERFORM IN UNANTICIPATED WAYS.  

o  THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK BECAUSE THE VALUES OF THE CONSTITUENTS 

DENOMINATED IN CURRENCIES OTHER THAN THE U.S. DOLLAR ARE CONVERTED INTO U.S. DOLLARS FOR 

PURPOSES OF CALCULATING THE LEVEL OF THE INDEX. 

o  THE NOTES ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH NON-U.S. SECURITIES MARKETS AND 

SMALL-CAPITALIZATION STOCKS. 

PS-14 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

o  THE NOTES ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FIXED-INCOME SECURITIES, INCLUDING 

INTEREST RATE-RELATED RISKS AND CREDIT RISK. 

o  THE COMMODITY FUTURES CONTRACTS UNDERLYING THE COMMODITY CONSTITUENTS ARE SUBJECT TO 

UNCERTAIN LEGAL AND REGULATORY REGIMES. 

o  INVESTMENTS RELATED TO THE VALUES OF THE COMMODITIES TEND TO BE MORE VOLATILE THAN 

TRADITIONAL INVESTMENTS. 

o  HIGHER FUTURE PRICES OF THE COMMODITY FUTURES CONTRACTS CONSTITUTING THE COMMODITY 

CONSTITUENTS RELATIVE TO THEIR CURRENT PRICES MAY DECREASE THE AMOUNT PAYABLE AT MATURITY. 

o  THE MARKET PRICE OF CRUDE OIL AND GOLD WILL AFFECT THE VALUE OF THE NOTES. 

Please refer to the “Risk Factors” section of the accompanying underlying supplement for more details regarding the above-listed and 

other risks.   

PS-15 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

Hypothetical Back-Tested Data and Historical Information 

The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly 

closing levels of the Index from January 8, 2021 through November 11, 2022, and the historical performance of the Index based on the 

weekly historical closing levels of the Index from November 18, 2022 through May 29, 2026.  The Index was established on November 

18, 2022, as represented by the vertical line in the following graph.  All data to the left of that vertical line reflect hypothetical back-

tested performance of the Index.  All data to the right of that vertical line reflect actual historical performance of the Index.  The closing 

level of the Index on May 29, 2026 was 320.71. We obtained the closing levels above and below from the Bloomberg Professional® 

service (“Bloomberg”), without independent verification. 

The data for the hypothetical back-tested performance of the Index set forth in the following graph are purely theoretical and do not 

represent the actual historical performance of the Index.  See “Selected Risk Considerations — Risks Relating to the Index — 

Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations” 

above. 

The hypothetical back-tested and historical closing levels of the Index should not be taken as an indication of future performance, and 

no assurance can be given as to the closing level of the Index on any Review Date.  There can be no assurance that the performance 

of the Index will result in a payment at maturity in excess of your principal amount, subject to the credit risks of JPMorgan Financial and 

JPMorgan Chase & Co.  

The hypothetical back-tested closing levels of the Index have inherent limitations and have not been verified by an independent third 

party.  These hypothetical back-tested closing levels are determined by means of a retroactive application of a back-tested model 

designed with the benefit of hindsight.  Hypothetical back-tested results are neither an indicator nor a guarantee of future returns.  No 

representation is made that an investment in the notes will or is likely to achieve returns similar to those shown.  Alternative modeling 

techniques or assumptions would produce different hypothetical back-tested closing levels of the Index that might prove to be more 

appropriate and that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above. 

Treatment as Contingent Payment Debt Instruments  

You should review carefully the section entitled “United States Federal Taxation,” and in particular the subsection thereof entitled “— 

Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments — Program Securities Treated as Contingent 

Payment Debt Instruments,” in the accompanying prospectus supplement.  Unlike a traditional debt instrument that provides for periodic 

payments of interest at a single fixed rate, with respect to which a cash-method investor generally recognizes income only upon receipt 

of stated interest, our special tax counsel, Davis Polk & Wardwell LLP, is of the opinion that the notes will be treated for U.S. federal 

income tax purposes as “contingent payment debt instruments.”  As discussed in that subsection, you generally will be required to 

accrue original issue discount (“OID”) on your notes in each taxable year at the “comparable yield,” as determined by us, although we 

will not make any payment with respect to the notes except upon an automatic call or at maturity.  Upon sale or exchange (including an 

automatic call or at maturity), you will recognize taxable income or loss equal to the difference between the amount received from the 

sale or exchange and your adjusted basis in the note, which generally will equal the cost thereof, increased by the amount of OID you 

have accrued in respect of the note.  You generally must treat any income as interest income and any loss as ordinary loss to the 

extent of previous interest inclusions, and the balance as capital loss.  The deductibility of capital losses is subject to limitations.  

PS-16 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

Special rules may apply if any payment in excess of the principal amount of your note is treated as becoming fixed prior to maturity.  

You should consult your tax adviser concerning the application of these rules.  The discussions herein and in the accompanying 

prospectus supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of 

the Code.  Purchasers who are not initial purchasers of notes at their issue price should consult their tax advisers with respect to the tax 

consequences of an investment in notes, including the treatment of the difference, if any, between the basis in their notes and the 

notes’ adjusted issue price. 

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

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

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

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

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

1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal 

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

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

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

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

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

The discussions in the preceding paragraphs, when read in combination with the section entitled “United States Federal Taxation” (and 

in particular the subsection thereof entitled “— Tax Consequences to U.S. Holders — Program Securities Treated as Debt Instruments 

— Program Securities Treated as Contingent Payment Debt Instruments”) in the accompanying prospectus supplement, constitute the 

full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of 

notes. 

Comparable Yield and Projected Payment Schedule  

Although it is not entirely clear how the comparable yield and projected payment schedule should be determined when a debt 

instrument may be redeemed by the issuer prior to maturity, we have determined that the “comparable yield,” based upon the term to 

maturity of the notes assuming no early redemption occurs and a variety of other factors, including actual market conditions and our 

borrowing costs for debt instruments of comparable maturities at the time of issuance, is an annual rate of 4.31%, compounded 

semiannually.  Based on our determination of the comparable yield, the “projected payment schedule” per $1,000 principal amount note 

consists of a single payment at maturity, equal to $1,136.27.  Assuming a semiannual accrual period, the following table sets out the 

amount of OID that will accrue with respect to a note during each calendar period, based upon our determination of the comparable 

yield and projected payment schedule. 

Calendar Period 

Accrued OID During 

Calendar Period (Per 

$1,000 Principal 

Amount Note) 

Total Accrued OID from Original 

Issue Date (Per $1,000 Principal 

Amount Note) as of End of 

Calendar Period 

June 3, 2026 through December 31, 2026……………............... 

$24.85 

$24.85 

January 1, 2027 through December 31, 2027…….………......... 

$44.65 

$69.50 

January 1, 2028 through December 31, 2028..……………........ 

$46.59 

$116.09 

January 1, 2029 through June 1, 2029..…….………………....... 

$20.18 

$136.27 

The comparable yield and projected payment schedule are determined solely to calculate the amount on which you will be 

taxed with respect to the notes in each year and are neither a prediction nor a guarantee of what the actual yield or timing of 

the payment or payments will be.  The amount you actually receive at maturity or earlier sale or exchange of your notes will 

affect your income for that year, as described above under “Treatment as Contingent Payment Debt Instruments.” 

The Estimated Value of the Notes 

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

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

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

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

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

PS-17 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

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, 

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 “Note Payout Scenarios” in this pricing supplement for an illustration of the risk-return profile of 

the notes and “The J.P. Morgan Multi-Asset Index” 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 

PS-18 | Structured Investments 

Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index 

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 

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, the accompanying 

product supplement and the accompanying underlying 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. 23-I dated April 17, 2026: 

http://www.sec.gov/Archives/edgar/data/19617/000121390026045207/ea0285802-16_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. 

Source: View Original Filing on SEC EDGAR

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