STOCK TITAN

JPMorgan (JPM) launches $713M Alerian MLP Index ETNs (AMJB)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
424B2

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC priced $713,372,790 of Alerian MLP Index® ETNs due January 28, 2044, fully guaranteed by JPMorgan Chase & Co. The notes have a $26.00 principal amount per note, pay variable quarterly coupons tied to cash distributions on the Index less an accrued investor fee of 0.85% per annum, and are listed on NYSE Arca under ticker AMJB. The notes’ final payment is based on the five-day arithmetic average VWAP Level of the Index; early issuer redemption is permitted on or after July 26, 2024. Holders may request weekly repurchase (minimum 50,000 notes) subject to a 0.125% repurchase fee. Investments are unsecured obligations of the issuer and subject to credit risk of both issuer and guarantor.

Positive

  • None.

Negative

  • None.

Insights

The pricing supplement outlines mechanics, fees and liquidity constraints for AMJB ETNs.

The notes link principal and coupons to the Alerian MLP Index VWAP Level and cash distributions, with an accrued investor fee of 0.85% per annum that reduces coupon payments and can create carryforward shortfalls. The final payment uses a five-day Measurement Period average VWAP, not closing levels.

Key dependencies include Index distributions, VWAP calculation differences from official closing levels, issuer credit, and limited repurchase mechanics (weekly, minimum 50,000 notes). Timing and amounts for early repurchase are unknown at request submission due to the Measurement Period.

Aggregate offering amount $713,372,790 Pricing supplement dated April 17, 2026
Principal Amount per note $26.00 per note equal to Initial VWAP Level divided by ten
Accrued Investor Fee 0.85% per annum accrues daily and reduces Coupon Amounts
Repurchase Fee 0.125% deducted on early repurchase payments
Initial VWAP Level 260.0267 arithmetic average over five Index Business Days ending on Inception Date
Inception Date January 26, 2024 used to determine Initial VWAP Level
Maturity Date January 28, 2044 Final Valuation Date Jan 20, 2044
Previously issued tranches $104,000,000; $505,372,790; $104,000,000 aggregate principal issued on Jan 30, 2024; May 13, 2024; May 15, 2024
VWAP Level financial
"the VWAP level of the Index over a five-day Measurement Period"
Index Ratio financial
"Index Ratio is equal to VWAP Level Initial VWAP Level"
Accrued Investor Fee financial
"The Accrued Investor Fee accrues at a rate of 0.85% per annum each day"
Intraday Intrinsic Note Value market
"Intraday Intrinsic Note Value is published every 15 seconds on Bloomberg"
Measurement Period financial
"five Index Business Days starting from and including the Final Valuation Date"
Offering Type shelf
April 17, 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement dated April 17, 2026 to product supplement no. 5-I dated April 17, 2026 and the prospectus supplement and prospectus,
each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
$713,372,790
Alerian MLP Index®* ETNs due January 28, 2044
*with payment at maturity or upon early repurchase or redemption based on the VWAP level of the Index
and with coupons based on cash distributions on the components of the Index
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The return on the notes is linked to the performance of the Alerian MLP Index®, which we refer to as the Index, as
measured by its VWAP level, and to cash distributions on its components:
The notes may pay a variable quarterly coupon based on cash distributions on the components of the Index,
subject to the deduction of an investor fee of 0.85% per annum that accrues each day. If cash distributions on the
components of the Index are less than the investor fee accrued, the shortfall will be carried forward and offset
against future coupon payments. You are not guaranteed any coupon payments.
The payment on the notes at maturity or upon early repurchase or redemption is based on the VWAP level of the
Index over a five-day Measurement Period, together with any coupon payment, subject to the deduction of any
remaining investor fee shortfall. The VWAP level reflects the volume-weighted average prices of the components
of the Index. You may lose some or all of your initial investment at maturity or upon early repurchase or
redemption.
The Index measures the composite performance of energy-oriented Master Limited Partnerships (“MLPs) that earn the
majority of their cash flows from qualified activities involving energy commodities using a capped, float-adjusted,
capitalization-weighted methodology. MLPs are limited partnerships primarily engaged in the exploration, marketing,
mining, processing, production, refining, storage or transportation of any mineral or natural resource.
On any business day on or after July 26, 2024, we may, in our sole discretion, redeem the notes, in whole or in part.
On a weekly basis, you may request that we repurchase a minimum of 50,000 notes if you comply with the required
procedures. Any payment upon early repurchase will also be subject to the deduction of a repurchase fee of 0.125%.
The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer
to as JPMorgan Financial, the payment of 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.
The notes are listed on NYSE Arca, Inc., which we refer to as NYSE Arca, under the ticker symbol AMJB. No
assurance can be given as to the continued listing for the term of the notes or the liquidity or trading market for the
notes. We are not required to maintain a listing on NYSE Arca or any other exchange.
The Intraday Intrinsic Note Value is published every 15 seconds on the Bloomberg Professional® service
(Bloomberg) under the ticker symbol AMJBIV and on Bloomberg.com under the ticker symbol AMJBIV:IND. See
Understanding the Value of the Notes and Bloomberg Ticker Symbols in this pricing supplement.
CUSIP: 48133Q309
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-4 of the accompanying product supplement and
Selected Risk Considerations beginning on page PS-9 of this pricing supplement.
The notes may not be suitable for all investors and should be used only by investors with the sophistication and
knowledge necessary to understand the risks inherent in the Index and investments in MLPs generally. Investors
should consult with their broker or financial advisor when making an investment decision and to evaluate their
investment in the notes.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or
disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying
product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
The notes may be offered and sold from time to time, at our sole discretion, through J.P. Morgan Securities LLC, which we
refer to as JPMS, at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices that
may vary from the Intraday Intrinsic Note Value. However, we are under no obligation to issue additional notes or sell any
notes or additional notes at any time. If we limit, restrict or stop sales of the notes or any additional notes, or if we
subsequently resume sales of the notes or any additional notes, the liquidity and trading price of the notes in the secondary
market could be materially and adversely affected. We will receive proceeds equal to 100% of the offering price of any
remaining or additional notes that are sold. See “Supplemental Plan of Distribution” in this pricing supplement.
JPMS will not receive selling commissions in connection with sales of the notes. JPMS will be entitled to receive the
aggregate profits generated from the deduction of the investor fee to cover license fees and other costs related to the notes
and as projected profits for managing our hedge and a structuring fee for developing the notes. See “Supplemental Plan of
Distribution” in this pricing supplement.
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.
$104,000,000, $505,372,790 and $104,000,000 aggregate principal amount of notes were issued on January 30, 2024, May
13, 2024 and May 15, 2024, respectively.
PS-1 | Structured Investments
Alerian MLP Index® ETNs
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a
direct, wholly owned finance subsidiary of JPMorgan
Chase & Co.
Guarantor: JPMorgan Chase & Co.
Principal Amount*: $26.00 per note, which is equal to
the Initial VWAP Level divided by ten, rounded to the
nearest cent
Index: The return on the notes is linked to the
performance of the Alerian MLP Index® (Bloomberg
ticker: AMZ), which we refer to as the Index, as
measured by its VWAP level, and to cash distributions on
its components. See “— Terms Relating to Closing
Intrinsic Note Value VWAP Level” below.
The Index measures the composite performance of
energy-oriented Master Limited Partnerships, or MLPs,
that earn the majority of their cash flows from qualified
activities involving energy commodities (the “Index
Components”) using a capped, float-adjusted,
capitalization-weighted methodology. The Index is
calculated and maintained by VettaFi LLC (“VettaFi).
Coupon Payments:
For each note you hold on a Coupon Record Date, you
will receive on the immediately following Coupon
Payment Date an amount in cash equal to the Coupon
Amount, if any, as of the immediately preceding Coupon
Valuation Date.
Coupon Amount*:
The Coupon Amount as of any Coupon Valuation Date
will equal:
the Reference Distribution Amount with respect
to that Coupon Valuation Date, minus
the Accrued Investor Fee with respect to that
Coupon Valuation Date,
provided that the Coupon Amount will not be less than
$0.
If the Reference Distribution Amount on a Coupon
Valuation Date is less than the Accrued Investor Fee on
that Coupon Valuation Date, an amount equal to the
excess of the Accrued Investor Fee over the Reference
Distribution Amount (the Investor Fee Shortfall) will be
included in the Accrued Investor Fee with respect to the
next Coupon Valuation Date.
The Accrued Investor Fee will reduce each Coupon
Amount. In addition, no Coupon Payment will be
payable with respect to a Coupon Valuation Date if
the Reference Distribution Amount is less than the
Accrued Investor Fee, even if the Reference
Distribution Amount is positive. You are not
guaranteed any Coupon Payments.
Payment at Maturity:
For each note, unless earlier repurchased or redeemed,
you will receive at maturity a cash payment equal to the
Closing Intrinsic Note Value determined over the
Measurement Period with respect to the Final Valuation
Date. If that amount is less than or equal to zero, the
payment at maturity will be $0.
Issuer Redemption:
On any Business Day on or after July 26, 2024, we may,
in our sole discretion, redeem the notes, in whole or in
part. If we exercise our right to redeem your notes prior
to maturity, for each note that is redeemed, you will
receive on the Redemption Settlement Date a cash
payment equal to the Closing Intrinsic Note Value
determined over the Measurement Period with respect to
the Redemption Valuation Date. If that amount is less
than or equal to zero, the payment upon early redemption
will be $0.
Weekly Repurchase:
On a weekly basis, you may request that we repurchase
a minimum of 50,000* notes if you comply with the
required procedures, subject to a repurchase fee of
0.125%. For each note that is repurchased, you will
receive on the relevant Repurchase Date a cash
payment equal to the Closing Intrinsic Note Value
determined over the Measurement Period with respect to
the Repurchase Valuation Date minus the Repurchase
Fee Amount with respect to the Repurchase Valuation
Date.
If the amount calculated above is less than or equal to
zero, the payment upon early repurchase will be $0.
_____________
You may lose some or all of your initial investment at
maturity or upon early repurchase or redemption.
The aggregate payments on your notes will be less
than your initial investment if any Coupon Payments
(which reflect the negative effect of the Accrued
Investor Fee) are insufficient to offset any decrease
in the VWAP level of the Index and the negative effect
of any Investor Fee Shortfall (and, in the case of early
repurchase, the Repurchase Fee Amount).
Terms Relating to Closing Intrinsic Note Value
Closing Intrinsic Note Value*:
As of any date of determination, an amount per note
equal to:
the Principal Amount, multiplied by the Index
Ratio as of that date, plus
the Coupon Amount as of that date, calculated
as if that date were a Coupon Valuation Date
(the Stub Coupon Amount), minus
any Investor Fee Shortfall determined in
calculating that Stub Coupon Amount.
In addition, if the Coupon Ex-Date with respect to the
Coupon Amount as of the immediately preceding Coupon
Valuation Date has not yet occurred, the Closing Intrinsic
Note Value will also include that Coupon Amount (an
Unpaid Coupon Amount).
For purposes of determining the Closing Intrinsic Note
Value over any Measurement Period, the Index Ratio is
determined based on the arithmetic average of the
VWAP Levels over that Measurement Period, and the
date of determination for purposes of determining the
Coupon Amount, any Investor Fee Shortfall and any
Unpaid Coupon Amount is the final day of that
Measurement Period.
PS-2 | Structured Investments
Alerian MLP Index® ETNs
The Closing Intrinsic Note Value is not the closing price
or any other trading price of the notes in the secondary
market and is not intended as a price or quotation, or as
an offer or solicitation for the purchase or sale of your
notes or as a recommendation to transact in the notes at
the stated price. The trading price of the notes at any
time may vary significantly from the Closing Intrinsic Note
Value due to, among other things, imbalances of supply
and demand (including as a result of any decision of ours
to issue, stop issuing or resume issuing additional notes),
lack of liquidity, transaction costs, credit considerations
and bid-offer spreads.
If the Reference Distribution Amount used to
calculate the Stub Coupon Amount on any Index
Business Day is less than the Accrued Investor Fee
used to calculate that Stub Coupon Amount, the
resulting Investor Fee Shortfall will be deducted in
calculating the Closing Intrinsic Note Value on that
Index Business Day. Accordingly, the payment at
maturity or upon early repurchase or redemption will
be reduced by the amount of any Investor Fee
Shortfall reflected in the relevant Closing Intrinsic
Note Value.
Index Ratio:
As of any date of determination, the Index Ratio is equal
to:
VWAP Level
Initial VWAP Level
provided that, solely for purposes of determining the
Closing Intrinsic Note Value in connection with any
payment at maturity or upon early repurchase or
redemption, the Index Ratio determined over the relevant
Measurement Period is equal to:
Final VWAP Level
Initial VWAP Level
Initial VWAP Level:
The arithmetic average of the VWAP Levels determined
over a period of five Index Business Days ending on the
Inception Date, which was 260.0267
Final VWAP Level:
With respect to a Measurement Period, the arithmetic
average of the VWAP Levels on the five Index Business
Days in that Measurement Period, as calculated by the
Note Calculation Agent
Measurement Period**:
With respect to the Final Valuation Date or any
Repurchase Valuation Date or Redemption Valuation
Date, the five Index Business Days starting from and
including the Final Valuation Date or that Repurchase
Valuation Date or Redemption Valuation Date, as
applicable (or, if that day is not an Index Business Day,
the five Index Business Days immediately following that
day)
VWAP Level:
On any Index Business Day, as calculated by the VWAP
Calculation Agent, the sum of the products for each Index
Component of:
the VWAP of that Index Component as of that
day; and
the Index Units of that Index Component as of
that day, divided by the Index Divisor as of that
day
The calculation of the VWAP Level may be modified in
circumstances described under “General Terms of Notes
Postponement of an Averaging Date and “General
Terms of Notes Discontinuation of an Index; Alteration
of Method of Calculationin the accompanying product
supplement.
The official closing level of the Index may vary
significantly from the VWAP Level.
VWAP:
With respect to each Index Component, as of any date of
determination, the volume-weighted average price of one
share of that Index Component as determined by the
VWAP Calculation Agent based on the Primary
Exchange for that Index Component
Index Units:
With respect to each Index Component, as of any date of
determination, the number of units of that Index
Component included in the Index for purposes of the
calculation of the official level of the Index by the Index
Calculation Agent. For more information about Index
Units, see “The Alerian MLP Index® Units
Outstanding” in the accompanying product supplement.
Index Divisor:
As of any date of determination, the divisor used in the
calculation of the official level of the Index by the Index
Calculation Agent. For more information about the Index
Divisor, see “The Alerian MLP Index® Index
Calculation” in the accompanying product supplement.
Inception Date: January 26, 2024
Initial Issue Date: January 30, 2024
Final Valuation Date: January 20, 2044
Maturity Date**: January 28, 2044
Terms Relating to Coupon Payments
Accrued Investor Fee*:
The Accrued Investor Fee accrues at a rate of 0.85% per
annum each day. In addition, the Accrued Investor Fee
carries forward any shortfall if the Reference Distribution
Amount determined in connection with any Coupon
Payment is less than the Accrued Investor Fee at that
time.
With respect to each Coupon Valuation Date, the
Accrued Investor Fee is an amount equal to:
the Periodic Investor Fee with respect to that
Coupon Valuation Date, plus
the Investor Fee Shortfall, if any, as of the
immediately preceding Coupon Valuation Date,
if any.
Periodic Investor Fee*:
With respect to each Coupon Valuation Date, an amount
equal to the product of:
the investor fee of 0.85% per annum;
the Principal Amount multiplied by the Index
Ratio as of the immediately preceding Index
Business Day that is not a Disrupted Day for
any Index Component; and
PS-3 | Structured Investments
Alerian MLP Index® ETNs
the day count fraction, calculated using a 30/360
day count convention as described under
General Terms of Notes Day Count
Fraction” in the accompanying product
supplement.
Reference Distribution Amount*:
With respect to each Coupon Valuation Date, an amount
equal to the sum of the gross cash distributions that a
Reference Holder would have been entitled to receive in
respect of each Index Component held by that Reference
Holder on the “record date” with respect to that Index
Component, for those cash distributions whose “ex-
dividend date” occurs during the Coupon Accrual Period
for that Coupon Valuation Date.
Notwithstanding the foregoing, with respect to cash
distributions for an Index Component that are scheduled
to be paid prior to the applicable Coupon Ex-Date, if the
issuer of that Index Component fails to pay the
distribution to holders of that Index Component by the
scheduled payment date for that distribution, that
distribution will be assumed to be zero for the purposes
of calculating the applicable Reference Distribution
Amount.
Reference Holder*:
As of any date of determination, a hypothetical holder of
a number of shares of each Index Component equal to:
the Index Units of that Index Component as of
that date, divided by
the Index Divisor as of that date multiplied by
10,
provided that solely for purposes of determining the
Reference Distribution Amount included in any Stub
Coupon Amount payable at maturity or upon early
repurchase or redemption, the Reference Holder will be
deemed to hold four-fifths, three-fifths, two-fifths and one-
fifth of the shares of each Index Component it would
otherwise hold on the second, third, fourth and fifth Index
Business Days, respectively, in the relevant
Measurement Period.
Coupon Accrual Period:
With respect to each Coupon Valuation Date, the period
from but excluding the immediately preceding Coupon
Valuation Date (or, in the case of the first Coupon
Valuation Date, from but excluding November 15, 2023)
to and including that Coupon Valuation Date
Coupon Valuation Date:
The first Index Business Day occurring on or after the
15th of February, May, August and November of each
calendar year during the term of the notes, beginning on
February 15, 2024
Coupon Ex-Date:
With respect to a Coupon Amount, the first Exchange
Business Day on which the notes trade without the right
to receive that Coupon Amount. Under NYSE Arca
practice, the Coupon Ex-Date is expected to generally be
the applicable Coupon Record Date. For purposes of
this paragraph, Exchange Business Day means any
day on which the primary exchange or market for trading
of the notes is scheduled to be open for trading.
Coupon Record Date:
The 9th Index Business Day following each Coupon
Valuation Date
Coupon Payment Date:
The 15th Index Business Day following each Coupon
Valuation Date
Terms Relating to Issuer Redemption
Early Redemption:
On any Business Day on or after July 26, 2024, we may,
in our sole discretion, redeem the notes, in whole or in
part. If we exercise our right to redeem your notes, we
will deliver an irrevocable redemption notice (the
Redemption Notice) to The Depository Trust Company
(DTC) (the holder of the master note evidencing the
notes) at least five Business Days prior to the
Redemption Valuation Date specified in the Redemption
Notice. If fewer than all the notes are to be redeemed,
we will specify in the Redemption Notice the principal
amount of notes to be redeemed, and the Trustee will
select the notes to be redeemed pro rata, by lot or in
such manner as it deems appropriate and fair.
Payment upon Early Redemption:
If we exercise our right to redeem your notes prior to
maturity, for each note selected for redemption by the
Trustee, you will receive on the Redemption Settlement
Date a cash payment equal to the Closing Intrinsic Note
Value determined over the Measurement Period with
respect to the Redemption Valuation Date. If that
amount is less than or equal to zero, the payment upon
early redemption will be $0.
Redemption Valuation Date:
The date specified as the Redemption Valuation Date in
the Redemption Notice
Redemption Settlement Date:
Unless otherwise specified in the Redemption Notice, the
day that follows the final day in the Measurement Period
with respect to the Redemption Valuation Date by a
number of Business Days corresponding to the standard
settlement cycle, which is currently one Business Day. In
no event will the Redemption Notice specify a
Redemption Settlement Date that follows the final day in
the Measurement Period by more than five Business
Days.
Terms Relating to Weekly Repurchase Right
Early Repurchase:
On a weekly basis, you may request that we repurchase
a minimum of 50,000* notes if you comply with the
procedures described under “— Repurchase Procedures
below and unless we have delivered a Redemption
Notice to DTC to redeem all of the outstanding notes.
We may from time to time, in our sole discretion, reduce
the minimum number of notes required for an early
repurchase on a consistent basis for all holders of the
notes, but we are under no obligation to do so.
Payment upon Early Repurchase:
Subject to your compliance with the required procedures,
for each note that is repurchased, you will receive on the
relevant Repurchase Date a cash payment equal to the
Closing Intrinsic Note Value determined over the
Measurement Period with respect to the Repurchase
Valuation Date minus the Repurchase Fee Amount with
respect to the Repurchase Valuation Date. If that
amount is less than or equal to zero, the payment upon
early redemption will be $0.
PS-4 | Structured Investments
Alerian MLP Index® ETNs
Repurchase Fee Amount:
With respect to any Repurchase Valuation Date, an
amount per note in cash equal to 0.125% of the Closing
Intrinsic Note Value with respect to that Repurchase
Valuation Date (but excluding any Unpaid Coupon
Amount included in that Closing Intrinsic Note Value)
Repurchase Valuation Date:
The last Index Business Day of each week, generally
Friday
Repurchase Date:
Unless otherwise specified in the Issuer’s
acknowledgement, the day that follows the final day in
the Measurement Period with respect to the Repurchase
Valuation Date by a number of Business Days
corresponding to the standard settlement cycle, which is
currently one Business Day. In no event will the Issuer’s
acknowledgement specify a Repurchase Date that
follows the final day in the Measurement Period by more
than five Business Days.
Repurchase Notice:
A repurchase notice in the form attached to this pricing
supplement as Annex A
Repurchase Procedures:
In order to request that we repurchase your notes, you
must instruct your broker or other person through which
you hold your notes to take the following steps:
send a completed Repurchase Notice to us via
email at ETN_Repurchase@jpmorgan.com by
no later than 4:00 p.m., New York City time, on
the Business Day immediately preceding the
applicable Repurchase Valuation Date;
instruct your DTC custodian to book a delivery
versus payment trade with respect to your notes
on the final day in the Measurement Period with
respect to the relevant Repurchase Valuation
Date at a price equal to the amount payable
upon early repurchase of the notes, facing DTC
352; and
cause your DTC custodian to deliver the trade
as booked for settlement via DTC at or prior to
10:00 a.m., New York City time, on the relevant
Repurchase Date.
Different brokerage firms may have different deadlines
for accepting instructions from their customers.
Accordingly, you should consult the brokerage firm
through which you own your interest in the notes in
respect of those deadlines.
Once delivered, a Repurchase Notice may not be
revoked. If we do not receive your Repurchase Notice by
the deadline, your Repurchase Notice will not be
effective. The Issuer or its affiliate must acknowledge
receipt of the Repurchase Notice on the same Business
Day for it to be effective, which acknowledgment will be
deemed to evidence its acceptance of your repurchase
request. The Note Calculation Agent will, in its sole
discretion, resolve any questions that may arise as to the
validity of a Repurchase Notice and the timing of receipt
of a Repurchase Notice.
Questions about repurchase procedures should be
directed to ETN_Repurchase@jpmorgan.com.
Additional Terms
Business Day:
Any day other than a day on which the banking
institutions in the City of New York are authorized or
required by law, regulation or executive order to close or
a day on which transactions in dollars are not conducted
Index Business Day:
Any day on which the Primary Exchange and the Related
Exchange with respect to each Index Component are
scheduled to be open for trading
Primary Exchange:
With respect to each Index Component, the primary
exchange or market of trading of that Index Component
Related Exchange:
With respect to each Index Component, each exchange
or quotation system where trading has a material effect
(as determined by the Note Calculation Agent) on the
overall market for futures or options contracts relating to
that Index Component
Disrupted Day:
With respect to an Index Component, a day on which the
Primary Exchange or any Related Exchange with respect
to that Index Component fails to open for trading during
its regular trading session or on which a market
disruption event (as described in the accompanying
product supplement) with respect to that Index
Component has occurred or is continuing, and, in each
case, the occurrence of which is determined by the Note
Calculation Agent to have a material effect on the VWAP
Level
Index Sponsor: VettaFi
Index Calculation Agent: VettaFi
VWAP Calculation Agent: Solactive AG
Note Calculation Agent: J.P. Morgan Securities LLC
(JPMS)
Published ETN Value Calculation Agent: Solactive AG
Trustee: Deutsche Bank Trust Company Americas
* Subject to adjustment in the event of a split or reverse split of the notes as described under General Terms of Notes
Split or Reverse Split of the Notes in the accompanying product supplement
** Subject to postponement in the event of a market disruption event and as described under General Terms of Notes
Postponement of an Averaging Date and General Terms of Notes Postponement of a Payment Date in the
accompanying product supplement
PS-5 | Structured Investments
Alerian MLP Index® ETNs
What Is the Alerian MLP Index®?
The return on the notes is linked to the performance of the Alerian MLP Index®, which we refer to as the Index, as measured
by its VWAP Level, and to cash distributions on its components. The VWAP Level reflects the volume-weighted average
prices of the components of the Index.
The Index measures the composite performance of MLPs that earn the majority of their cash flows from qualified activities
involving energy commodities, which are referred to as Index Components, using a capped, float-adjusted, capitalization-
weighted methodology. Qualified activities include compression, gathering and processing, liquefaction, marketing, pipeline
transportation, rail terminating and storage of energy commodities.
How Are Payments on the Notes Determined, and What Fees Are Incurred by Investors
in the Notes?
The notes may pay a variable quarterly coupon based on cash distributions on the Index Components over the relevant
quarterly period, which we refer to as the Reference Distribution Amount, minus an Accrued Investor Fee. The Accrued
Investor Fee accrues at a rate of 0.85% per annum each day. If the Reference Distribution Amount determined in connection
with any Coupon Payment is less than the Accrued Investor Fee at that time, such shortfall, which we refer to as an Investor
Fee Shortfall, will be carried forward. The Accrued Investor Fee is incurred by all investors in the notes and is deducted in
connection with each Coupon Payment.
At maturity or upon early repurchase or redemption, the notes provide for a cash payment based on the Closing Intrinsic Note
Value calculated using the average VWAP Level over a five-day Measurement Period minus, in the case of an early
repurchase, a Repurchase Fee Amount of 0.125% of that Closing Intrinsic Note Value (but excluding any Unpaid Coupon
Amount). The Repurchase Fee Amount is borne by investors in the notes who submit notes for repurchase prior to maturity.
In addition, the Stub Coupon Amount and any Unpaid Coupon Amount will be added, and any Investor Fee Shortfall will be
deducted in calculating the Closing Intrinsic Note Value and each Intraday Intrinsic Note Value on that Index Business Day.
Accordingly, the payment at maturity or upon early repurchase or redemption will be reduced by the amount of any Investor
Fee Shortfall reflected in the relevant Closing Intrinsic Note Value.
Coupon Payments and the Accrued Investor Fee
For each note you hold on a Coupon Record Date, you will receive on the immediately following Coupon Payment Date an
amount in cash equal to the Coupon Amount, if any, as of the immediately preceding Coupon Valuation Date. Coupon
Payments on the notes will be payable quarterly in arrears on the fifteenth Index Business Day following each Coupon
Valuation Date.
The Coupon Amount as of any Coupon Valuation Date will equal:
the Reference Distribution Amount with respect to that Coupon Valuation Date, minus
the Accrued Investor Fee with respect to that Coupon Valuation Date,
provided that the Coupon Amount will not be less than $0.
The Accrued Investor Fee accrues on a daily basis at a rate of 0.85% per annum, applied to the Principal Amount, as adjusted
to reflect the performance of the Index from the Initial VWAP Level to the VWAP Level on the Index Business Day immediately
preceding the relevant Coupon Valuation Date. On any Index Business Day, the VWAP Level reflects the weighted VWAPs of
the Index Components, where the VWAP of each Index Component is the volume-weighted average price of one share of that
Index Component as determined by the VWAP Calculation Agent based on the Primary Exchange for that Index Component.
All else being equal, if the VWAP Level increases, the amount of the Accrued Investor Fee will increase, and, if the VWAP
Level decreases, the amount of the Accrued Investor Fee will decrease.
In addition, if the Reference Distribution Amount on a Coupon Valuation Date is less than the Accrued Investor Fee on that
Coupon Valuation Date, an amount equal to the excess of the Accrued Investor Fee over the Reference Distribution Amount,
which we refer to as the Investor Fee Shortfall, will be included in the Accrued Investor Fee with respect to the next Coupon
Valuation Date.
The Accrued Investor Fee will reduce each Coupon Amount. In addition, no Coupon Payment will be payable with
respect to a Coupon Valuation Date if the Reference Distribution Amount is less than the Accrued Investor Fee, even
if that Reference Distribution Amount is positive. You are not guaranteed any Coupon Payments.
For information about the precise mechanics used to determine the Reference Distribution Amount and the Accrued Investor
Fee, see “Key Terms — Terms Relating to Coupon Payments” above.
Payment at Maturity or upon Early Redemption or Repurchase
Payment at maturity. For each note, unless earlier repurchased or redeemed, you will receive at maturity a cash payment
equal to the Closing Intrinsic Note Value determined over the Measurement Period with respect to the Final Valuation Date. If
that amount is less than or equal to zero, the payment at maturity will be $0.
Payment upon early redemption. On any Business Day on or after July 26, 2024, we may, in our sole discretion, redeem the
notes, in whole or in part. If we exercise our right to redeem your notes prior to maturity, for each note that is redeemed, you
will receive on the Redemption Settlement Date a cash payment equal to the Closing Intrinsic Note Value determined over the
PS-6 | Structured Investments
Alerian MLP Index® ETNs
Measurement Period with respect to the Redemption Valuation Date. If that amount is less than or equal to zero, the payment
upon early redemption will be $0.
Payment upon early repurchase. On a weekly basis, you may request that we repurchase a minimum of 50,000 notes if you
comply with the required procedures, subject to a repurchase fee of 0.125%. For each note that is repurchased, you will
receive on the relevant Repurchase Date a cash payment equal to the Closing Intrinsic Note Value determined over the
Measurement Period with respect to the Repurchase Valuation Date minus the Repurchase Fee Amount with respect to the
Repurchase Valuation Date. If that amount is less than or equal to zero, the payment upon early repurchase will be $0.
The Repurchase Fee Amount with respect to any Repurchase Valuation Date is equal to 0.125% of the Closing Intrinsic Note
Value with respect to that date (but excluding any Unpaid Coupon Amount included in that Closing Intrinsic Note Value).
Accordingly, the Repurchase Fee Amount will vary based on the performance of the VWAP Level, the Stub Coupon Amount
and any Investor Fee Shortfall with respect to the Stub Coupon Amount.
Closing Intrinsic Note Value. As of any date of determination, the Closing Intrinsic Note Value is an amount per note equal to:
the Principal Amount, multiplied by the Index Ratio as of that date, plus
the Coupon Amount as of that date, calculated as if that date were a Coupon Valuation Date, which we refer to as
the Stub Coupon Amount, minus
any Investor Fee Shortfall determined in calculating that Stub Coupon Amount.
In addition, if the Coupon Ex-Date with respect to the Coupon Amount as of the immediately preceding Coupon Valuation Date
has not yet occurred, the Closing Intrinsic Note Value will also include that Coupon Amount, which we refer to as an Unpaid
Coupon Amount.
For purposes of determining the Closing Intrinsic Note Value in connection with any payment at maturity or upon early
repurchase or redemption, the Index Ratio as of the final day of the relevant Measurement Period reflects the performance of
the Index from the Initial VWAP Level to the arithmetic average of the VWAP Levels on the five Index Business Days in that
Measurement Period, which we refer to as the Final VWAP Level.
_____________
You may lose some or all of your initial investment at maturity or upon early repurchase or redemption. The
aggregate payments on your notes will be less than your initial investment if any Coupon Payments (which reflect the
negative effect of the Accrued Investor Fee) are insufficient to offset any decrease in the VWAP Level and the
negative effect of any Investor Fee Shortfall (and, in the case of early repurchase, the Repurchase Fee Amount).
Timing of Payment upon Early Repurchase
Because the payment upon early repurchase is based on the average VWAP Level over a five-day Measurement Period that
begins after the deadline for submitting a Repurchase Notice, you will not know the payment upon early repurchase you will
receive at the time you elect to request that we repurchase your notes. For example, if you request that we repurchase your
notes in connection with the Repurchase Valuation Date occurring on Friday, June 5, 2026, the following timeline will apply:
Thursday, June 4, 2026
A Repurchase Notice must be received by 4:00 p.m. New York City time,
and the Issuer or its affiliate must acknowledge receipt.
Friday, June 5, 2026*
Thursday, June 11, 2026*
The amount payable upon early repurchase is determined, based in part, on
the average VWAP Level over a five-Index Business Day Measurement
Period.
Friday, June 12, 2026*
The payment upon early repurchase is made on the day that follows the last
Index Business Day in the Measurement Period by a number of Business
Days corresponding to the standard settlement cycle, which is currently one
Business Day, assuming that the Issuer’s acknowledgement does not
specify a different Repurchase Date.
* Subject to postponement in the event of a market disruption event and as described under General Terms of Notes
Postponement of an Averaging Date and General Terms of Notes Postponement of a Payment Date in the
accompanying product supplement.
Understanding the Value of the Notes
The initial offering price was determined on the Inception Date. The initial offering price, the Closing Intrinsic Note Value and
the Intraday Intrinsic Note Value are not the same as the trading price, which is the price at which you may be able to sell your
notes in the secondary market, if one exists. An explanation of each of those values is set forth below:
Initial Offering Price to the Public
The initial offering price to the public is equal to the Principal Amount of the notes. The initial offering price reflects the value of
the notes only on the Inception Date.
PS-7 | Structured Investments
Alerian MLP Index® ETNs
Closing Intrinsic Note Value / Daily Closing Intrinsic Note Value
The Closing Intrinsic Note Value is calculated and published on each Index Business Day and is meant to approximate the
intrinsic value of the notes at the close on that day, but the published value is not the same as the Closing Intrinsic Note Value
used to calculate any payment at maturity or upon early repurchase or redemption. We refer to the published value as the
Daily Closing Intrinsic Note Value.
The Closing Intrinsic Note Value on any date of determination reflects the Principal Amount of the notes, as adjusted by the
Index Ratio on that date, plus the Stub Coupon Amount on that date, minus any Investor Fee Shortfall with respect to that Stub
Coupon Amount. In addition, if the Coupon Ex-Date with respect to the Coupon Amount as of the immediately preceding
Coupon Valuation Date has not yet occurred, the Closing Intrinsic Note Value will also include any Unpaid Coupon Amount.
The Index Ratio for the Daily Closing Intrinsic Note Value reflects the VWAP Level on that Index Business Day as compared to
the Initial VWAP Level. However, the payment at maturity or upon early repurchase or redemption will be determined based
on the Closing Intrinsic Note Value calculated using an Index Ratio that reflects the average VWAP Level over a five-day
Measurement Period as compared to the Initial VWAP Level (subject to a repurchase fee of 0.125% in the case of an early
repurchase).
The Closing Intrinsic Note Value is not the closing price or any other trading price of the notes in the secondary market and is
not intended as a price or quotation, or as an offer or solicitation for the purchase or sale of your notes or as a
recommendation to transact in the notes at the stated price. The trading price of the notes at any time may vary significantly
from the Closing Intrinsic Note Value due to, among other things, imbalances of supply and demand (including as a result of
any decision of ours to issue, stop issuing or resume issuing additional notes), lack of liquidity, transaction costs, credit
considerations and bid-offer spreads.
Intraday Intrinsic Note Value
The Intraday Intrinsic Note Value is calculated and published by NYSE Arca every 15 seconds during NYSE Arca’s Core
Trading Session, which is currently from 9:30 a.m. to 4:00 p.m., New York City time, on each Index Business Day and is
meant to approximate the intrinsic value of the notes at that time. Accordingly, the Intraday Intrinsic Note Value at any time
reflects the Principal Amount of the notes, as adjusted by the cumulative performance of the Index (calculated using the level
of the Index at that time rather than the VWAP Level) from the Initial VWAP Level, plus the Stub Coupon Amount on that Index
Business Day, minus any Investor Fee Shortfall with respect to that Stub Coupon Amount. In addition, if the Coupon Ex-Date
with respect to the Coupon Amount as of the immediately preceding Coupon Valuation Date has not yet occurred, the Intraday
Intrinsic Note Value will also include any Unpaid Coupon Amount. Because the Intraday Intrinsic Note Value is calculated
every 15 seconds, the level of the Index (which is also calculated every 15 seconds) is used instead of the VWAP
Level (which is calculated only once each day following the close).
The Intraday Intrinsic Note Value is not the closing price or any other trading price of the notes in the secondary market and is
not intended as a price or quotation, or as an offer or solicitation for the purchase or sale of your notes or as a
recommendation to transact in the notes at the stated price. No payments on the notes will be based on the Intraday Intrinsic
Note Value. The trading price of the notes at any time may vary significantly from the Intraday Intrinsic Note Value at that time
due to, among other things, imbalances of supply and demand (including as a result of any decision of ours to issue, stop
issuing or resume issuing additional notes), lack of liquidity, transaction costs, credit considerations and bid-offer spreads. A
premium or discount over the Intraday Intrinsic Note Value can also arise in the trading price as a result of mismatches of
trading hours between the notes and the components included in the Index underlying the notes, actions (or failure to take
action) by the index sponsor and NYSE Arca and technical or human errors by service providers, market participants and
others.
Trading Price
The market value of the notes at any given time, which we refer to as the Trading Price, is the price at which you may be able
to sell your notes in the secondary market, if one exists. The Trading Price of the notes at any time may vary significantly from
the Intraday Intrinsic Note Value or the Closing Intrinsic Note Value due to, among other things, imbalances of supply and
demand (including as a result of any decision of ours to issue, stop issuing or resume issuing additional notes), lack of
liquidity, transaction costs, credit considerations, bid-offer spreads, mismatches of trading hours between the notes and the
components included in the Index underlying the notes, actions (or failure to take action) by the index sponsor and NYSE Arca
and technical or human errors by service providers, market participants and others. These and other factors may cause the
notes to trade at a premium or discount, which may be significant, in relation to the Intraday Intrinsic Note Value or the Closing
Intrinsic Note Value. Investors can compare the trading price, if any, of the notes against the Intraday Intrinsic Note Value to
determine whether the notes are trading in the secondary market at a premium or a discount to the intrinsic value of the notes
at any given time.
If you pay a premium for the notes above the Closing Intrinsic Note Value and the Intraday Intrinsic Note Value, you could
incur significant losses if you sell your notes at a time when the premium is no longer present in the market. In addition, the
payment on the notes at maturity or upon early repurchase or redemption will be determined based on the Closing Intrinsic
Note Value calculated using the average VWAP Level over a five-day Measurement Period, which may vary significantly from
the trading price of the notes and will not reflect any premium. Furthermore, if you sell your notes in the market at a time when
the notes are trading at a discount below the Closing Intrinsic Note Value and the Intraday Intrinsic Note Value, you will
receive less than the Closing Intrinsic Note Value and the Intraday Intrinsic Note Value.
PS-8 | Structured Investments
Alerian MLP Index® ETNs
Bloomberg Ticker Symbols
The Bloomberg ticker symbols under which information relating to the Index can be located are set forth below. The
publication of this information may occasionally be subject to delay or postponement.
Intraday Index Level:
AMZ
Closing Index Level:
AMZ
VWAP Level:
AMZVWAP
The Bloomberg ticker symbols and Bloomberg websites under which information relating to the notes currently can be located
are set forth below. The publication of the Intraday Intrinsic Note Value on the Bloomberg website below will be subject to a
delay of at least 15 minutes, and the publication of the other information below may also occasionally be subject to delay or
postponement. The information on the Bloomberg websites set forth below is not incorporated by reference into this pricing
supplement and should not be considered part of this pricing supplement and may change over time. The Published ETN
Value Calculation Agent is responsible for calculating the Daily Closing Intrinsic Note Value, the Intraday Intrinsic Note Value
and the Interim Coupon or Shortfall Amount for purposes of publication.
AMJBVWAP
www.bloomberg.com/quote/AMJBVWAP:IND
AMJBIV
www.bloomberg.com/quote/AMJBIV:IND
AMJB
www.bloomberg.com/quote/AMJB:US
AMJBEU
www.bloomberg.com/quote/AMJBEU:IND
* The Daily Closing Intrinsic Note Value on any date of determination is the Closing Intrinsic Note Value on that date calculated
using the VWAP Level on that date. However, the payment at maturity or upon early repurchase or redemption will be
determined based on the Closing Intrinsic Note Value calculated using the average VWAP Level over a five-day Measurement
Period.
** The Interim Coupon or Shortfall Amount on any day represents the adjustment made in the calculation of the Closing
Intrinsic Note Value as of that day to reflect the Stub Coupon Amount, any Investor Fee Shortfall with respect to the Stub
Coupon Amount and any Unpaid Coupon Amount. Accordingly, as of any date of determination, the Interim Coupon or
Shortfall Amount is equal to the Coupon Amount as of that date, calculated as if that date were a Coupon Valuation Date,
minus any Investor Fee Shortfall with respect to that Stub Coupon Amount. In addition, if the Coupon Ex-Date with respect to
the Coupon Amount as of the immediately preceding Coupon Valuation Date has not yet occurred, the Interim Coupon or
Shortfall Amount will also include any Unpaid Coupon Amount. The Interim Coupon or Shortfall Amount will be negative if the
cash distributions on the Index Components over the relevant period are insufficient to offset the Accrued Investor Fee. While
the Interim Coupon or Shortfall Amount is calculated and published in connection with each Index Business Day, the Coupon
Amount will be calculated and paid quarterly.
Reopening Issuances
In our sole discretion, and without providing you notice or obtaining your consent, we may decide to issue and sell additional
notes from time to time. These further issuances, if any, will be consolidated to form a single sub-series with the originally
issued notes, will have the same CUSIP number and will trade interchangeably with the notes immediately upon settlement.
However, we are under no obligation to issue or sell additional notes at any time, and if we do sell additional notes, we may
limit or restrict those sales, and we may stop and subsequently resume selling additional notes at any time. If we limit, restrict
or stop sales of such additional notes, or if we subsequently resume sales of such additional notes, the liquidity and trading
price of the notes in the secondary market could be materially and adversely affected. Unless we indicate otherwise, if we
suspend selling additional notes, we reserve the right to resume selling additional notes at any time, which might result in the
reduction or elimination of any premium in the trading price. If you pay a premium for the notes above the Closing Intrinsic
Note Value and the Intraday Intrinsic Note Value, you could incur significant losses if you sell your notes at a time when the
premium is no longer present in the market.
A suspension of additional issuances of the notes could result in a significant reduction in the number of outstanding notes if
investors subsequently exercise their right to have the notes repurchased by us. Accordingly, the number of outstanding
notes, and their liquidity, could vary substantially over the term of the notes.
For more information on such additional offerings, see General Terms of Notes Reopening Issuances in the
accompanying product supplement.
PS-9 | Structured Investments
Alerian MLP Index® ETNs
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” section of
the accompanying product supplement.
Risks Relating to the Notes Generally
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
You may lose some or all of your initial investment at maturity or upon early repurchase or redemption. The aggregate
payments on your notes will be less than your initial investment if any Coupon Payments (which reflect the negative effect
of the Accrued Investor Fee) are insufficient to offset any decrease in the VWAP Level and the negative effect of any
Investor Fee Shortfall (and, in the case of early repurchase, the Repurchase Fee Amount).
YOU ARE NOT GUARANTEED ANY COUPON PAYMENTS
No Coupon Payment will be payable with respect to a Coupon Valuation Date if the Reference Distribution Amount is less
than the Accrued Investor Fee, even if that Reference Distribution Amount is positive. The Reference Distribution Amount
reflects cash distributions on the Index Components over a relevant quarterly period. The Accrued Investor Fee accrues
at a rate of 0.85% per annum each day. If the Reference Distribution Amount on the previous Coupon Valuation Date is
less than the Accrued Investor Fee on that Coupon Valuation Date, any Investor Fee Shortfall will also be included in the
Accrued Investor Fee.
In addition, the Coupon Amount as of any Coupon Valuation Date will reflect only the excess of the Reference Distribution
Amount over the Accrued Investor Fee with respect to that Coupon Valuation Date. Any reduction in or elimination of the
cash distributions of one or more Index Component will similarly reduce the Reference Distribution Amount and the
amount of the relevant Coupon Payment, if any.
THE ACCRUED INVESTOR FEE AND THE REPURCHASE FEE AMOUNT WILL REDUCE AMOUNTS PAYABLE ON
THE NOTES
Each Coupon Amount reflects the deduction of an Accrued Investor Fee, which will reduce each Coupon Amount, if any.
The actual amount of the deduction will be determined on the relevant Coupon Valuation Date and will depend on the
VWAP Level as of the immediately preceding Index Business Day that is not a Disrupted Day for any Index Component
and any Investor Fee Shortfall carried over from the immediately preceding Coupon Valuation Date.
In addition, if the Reference Distribution Amount used to calculate the Stub Coupon Amount on any Index Business Day
(other than an actual Coupon Valuation Date) is less than the Accrued Investor Fee used to calculate that Stub Coupon
Amount, an amount equal to the difference between the Accrued Investor Fee and the Reference Distribution Amount,
which is the Investor Fee Shortfall, will be deducted in calculating the Closing Intrinsic Note Value and each Intraday
Intrinsic Note Value on that Index Business Day. Accordingly, the payment at maturity or upon early repurchase or
redemption will be reduced by the amount of any Investor Fee Shortfall reflected in the relevant Closing Intrinsic Note
Value.
Furthermore, a Repurchase Fee Amount of 0.125% of the Closing Intrinsic Note Value as of the final day of the relevant
Measurement Period (but excluding any Unpaid Coupon Amount included in that Closing Intrinsic Note Value) is deducted
in determining the amount payable upon early repurchase. As a result, the Repurchase Fee Amount will reduce the
amount payable upon early repurchase.
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.
Investors are dependent on our and JPMorgan Chase & Co.s ability to pay all amounts due on the notes. Any actual or
potential change in our or JPMorgan Chase & Co.s creditworthiness or credit spreads, as determined by the market for
taking that credit risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default
on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your
entire investment.
AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED
ASSETS
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and
administration of our securities and the collection of intercompany obligations. Aside from the initial capital contribution
from JPMorgan Chase & Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make
payments under loans made by us to JPMorgan Chase & Co. or under other intercompany agreements. As a result, we
are dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the notes. We are not an
operating subsidiary of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co. we are not
expected to have sufficient resources to meet our obligations in respect of the notes as they come due. If JPMorgan
Chase & Co. does not make payments to us and we are unable to make payments on the notes, you may have to seek
payment under the related guarantee by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other
unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more information, see “Risk Factors — Holders
of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase & Co. were to enter into a
resolution” in the accompanying prospectus supplement.
PS-10 | Structured Investments
Alerian MLP Index® ETNs
THE EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT
If we elect to redeem your notes early, the term of the notes may be reduced to as short as approximately six months and
you may lose some or all of your initial investment upon early redemption. You will not receive any further payments,
including any Coupon Payments, after the applicable Redemption 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 for a similar level of risk.
THE PAYMENT ON THE NOTES IS LINKED TO THE VWAP LEVELS, NOT TO THE CLOSING LEVELS, OF THE
INDEX
The payment at maturity or upon early repurchase or redemption is linked to the performance of the Final VWAP Level
with respect to the relevant Measurement Period, as compared to the Initial VWAP Level. The Initial VWAP Level is the
arithmetic average of the VWAP Levels determined over a period of five Index Business Days ending on the Inception
Date, and each Final VWAP Level is the arithmetic average of the VWAP Levels over five consecutive Index Business
Days. Although the VWAP Level is intended to track the performance of the Index, the calculation of the VWAP Level is
different from the calculation of the official closing level of the Index, and the VWAP Level will not necessarily correlate
with the performance of the official closing level of the Index. The official closing level of the Index may vary significantly
from the VWAP Level. Therefore, the payment at maturity or upon early repurchase or redemption may be different from,
and may be significantly less than, the payment you would receive if that payment were determined by reference to the
official closing level of the Index.
A TRADING MARKET MAY NOT DEVELOP, AND THE NOTES MAY NOT CONTINUE TO BE LISTED OVER THEIR
TERM
Although the notes are listed on NYSE Arca, no assurance can be given as to the continued listing for the term of the
notes or the liquidity or trading market for the notes. There can be no assurance that a secondary market for the notes
will develop. We are not required to maintain a listing on NYSE Arca or any other exchange.
THE TRADING PRICE OF THE NOTES IN ANY SECONDARY MARKET MAY DIFFER SIGNIFICANTLY FROM THE
CLOSING INTRINSIC NOTE VALUE AND INTRADAY INTRINSIC NOTE VALUE
The Closing Intrinsic Note Value is published on each Index Business Day and is meant to approximate the intrinsic value
of the notes at the close on that day, and the Intraday Intrinsic Note Value is calculated every 15 seconds on each Index
Business Day and is meant to approximate the intrinsic value of the notes at that time. SeeUnderstanding the Value of
the Notes” above in this pricing supplement. In contrast, the trading price of the notes at any time is the price at which
you may be able to sell your notes in the secondary market at that time, if one exists.
The trading price of the notes at any time may vary significantly from the Closing Intrinsic Note Value and the Intraday
Intrinsic Note Value at that time due to, among other things, imbalances of supply and demand (including as a result of
any decision of ours to issue, stop issuing or resume issuing additional notes), lack of liquidity, transaction costs, credit
considerations and bid-offer spreads. A premium or discount over the Intraday Intrinsic Note Value can also arise in the
trading price as a result of mismatches of trading hours between the notes and the components included in the Index
underlying the notes, actions (or failure to take action) by the index sponsor and NYSE Arca and technical or human
errors by service providers, market participants and others. If you pay a premium for the notes above the Closing Intrinsic
Note Value and the Intraday Intrinsic Note Value, you could incur significant losses if you sell your notes at a time when
the premium is no longer present in the market.
In addition, the payment on the notes at maturity or upon early repurchase or redemption will be determined based on the
Closing Intrinsic Note Value calculated using the average VWAP Level over a five-day Measurement Period, which may
vary significantly from the trading price of the notes and will not reflect any premium. Furthermore, if you sell your notes in
the market at a time when the notes are trading at a discount below the Closing Intrinsic Note Value and the Intraday
Intrinsic Note Value, you will receive less than the Closing Intrinsic Note Value and the Intraday Intrinsic Note Value.
THE LIQUIDITY OF THE MARKET FOR THE NOTES MAY VARY MATERIALLY OVER TIME, INCLUDING AS A
RESULT OF ANY DECISION OF OURS TO ISSUE, STOP ISSUING OR RESUME ISSUING ADDITIONAL NOTES
In our sole discretion, and without providing you notice or obtaining your consent, we may decide to issue and sell
additional notes from time to time. However, we are under no obligation to issue or sell additional notes at any time, and if
we do sell additional notes, we may limit or restrict those sales, and we may stop and subsequently resume selling
additional notes at any time. If we limit, restrict or stop sales of such additional notes, or if we subsequently resume sales
of such additional notes, the liquidity and trading price of the notes in the secondary market could be materially and
adversely affected. Unless we indicate otherwise, if we suspend selling additional notes, we reserve the right to resume
selling additional notes at any time, which might result in the reduction or elimination of any premium in the trading price.
See “— The trading price of the notes in any secondary market may differ significantly from the Closing Intrinsic Note
Value and Intraday Intrinsic Note Value” above.
In addition, affiliates of ours may engage in limited purchase and resale transactions in the notes, although they are not
required to do so. The number of notes outstanding or held by persons other than our affiliates could be further reduced
at any time due to early repurchase of the notes or due to our or our affiliates purchases of notes in the secondary
market. A suspension of additional issuances of the notes could result in a significant reduction in the number of
outstanding notes if investors subsequently exercise their right to have the notes repurchased by us.
Accordingly, the number of outstanding notes, and their liquidity, could vary substantially over the term of the notes.
There may not be sufficient liquidity to enable you to sell your notes readily, and you may suffer substantial losses and/or
PS-11 | Structured Investments
Alerian MLP Index® ETNs
sell your notes at prices substantially less than the Closing Intrinsic Note Value and the Intraday Intrinsic Note Value,
including being unable to sell them at all or only for a price of zero in the secondary market. In addition, any election by
holders to request that we repurchase the notes will be subject to the restrictive conditions and procedures described in
this pricing supplement, including the condition that you may request repurchase of at least 50,000 notes at any one time
and that you may only exercise your right to require us to repurchase the notes once per week. If the total number of
outstanding notes is close to or below 50,000, you may not be able to purchase enough notes to meet the minimum size
requirement in order to exercise your early repurchase right. The unavailability of the repurchase right can result in the
notes trading in the secondary market at a discount below the Closing Intrinsic Note Value and the Intraday Intrinsic Note
Value.
THERE ARE RESTRICTIONS ON THE MINIMUM NUMBER OF NOTES YOU MAY REQUEST THAT WE
REPURCHASE AND THE DATES ON WHICH YOU MAY EXERCISE YOUR RIGHT TO HAVE US REPURCHASE
YOUR NOTES
If you elect to exercise your right to have us repurchase your notes, you must request that we repurchase at least 50,000
notes on the applicable Repurchase Date. If you own fewer than 50,000 notes, you will not be able to have us repurchase
your notes. Your request that we repurchase your notes is valid only if we receive your Repurchase Notice by no later
than 4:00 p.m., New York City time, on the Business Day immediately preceding the applicable Repurchase Valuation
Date (generally Thursday). Once delivered, a Repurchase Notice may not be revoked. If we do not receive your
Repurchase Notice by the deadline, your Repurchase Notice will not be effective, and we will not repurchase your notes
on the corresponding Repurchase Date. In addition, because of the timing requirements of the Repurchase Notice and
the five-Index Business Day Measurement Period, settlement of the repurchase will be prolonged when compared to a
sale and settlement in the secondary market.
YOU WILL NOT KNOW THE PAYMENT UPON EARLY REPURCHASE OR THE REPURCHASE DATE AT THE TIME
YOU ELECT TO REQUEST THAT WE REPURCHASE YOUR NOTES
You will not know the amount payable upon early repurchase or the Repurchase Date at the time you elect to request that
we repurchase your notes. Your notice must be received by us no later than 4:00 p.m., New York City time, on the
Business Day immediately preceding the applicable Repurchase Valuation Date. The Issuer’s acknowledgement may
specify a Repurchase Date that follows the final day in the Measurement Period by up to five Business Days. In addition,
the amount payable upon early repurchase will not be determined until the final day of the Measurement Period with
respect to the Repurchase Valuation Date, which is the fifth Index Business Day from the Repurchase Valuation Date,
subject to postponement in the event of a market disruption event and as described under General Terms of Notes
Postponement of an Averaging Date” in the accompanying product supplement. As a result, you will be exposed to
market risk in the event the market fluctuates after we receive your request.
NO DISTRIBUTIONS OR VOTING RIGHTS
As a holder of the notes, you will not have voting rights or rights to receive cash distributions or other rights that direct
holders of the Index Components would have.
THE U.S. FEDERAL TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES ARE UNCLEAR
There is no direct legal authority as to the proper U.S. federal income tax treatment of the notes, and we do not intend to
request a ruling from the Internal Revenue Service (the “IRS”) regarding the notes. The IRS might not accept, and a court
might not uphold, the treatment of the notes as “open transactions” that are not debt instruments, as described in “Tax
Treatment” in this document and in “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement. If the IRS were successful in asserting an alternative treatment for the notes, the timing and character of any
income or loss on the notes could be materially affected. For example, the IRS could seek to treat you as the beneficial
owner of the underlying MLPs for U.S. federal income tax purposes. In that event, you would be required to recognize
your allocable share of the taxable income earned by the underlying MLPs that are treated as partnerships for U.S.
federal income tax purposes, which in a particular taxable year could differ significantly from (and could be significantly
greater than) the amount of cash payments you receive on the notes in that year. In addition, among other potentially
adverse consequences, a Non-U.S. Holder treated as a beneficial owner of those underlying MLPs would be treated as
engaged in a U.S. trade or business, would be required to file tax returns in the jurisdiction in which those MLPs operate
and generally would be subject to 15% withholding on amounts deemed realized upon rebalancings of the Index and the
sale or disposition of a note (including upon early repurchase or redemption at maturity), which withholdings would
generally be creditable against its U.S. federal income tax, provided it properly filed the required tax return(s).
Alternatively, the IRS could seek to treat the notes as “contingent payment debt instruments.” In this event, a U.S. Holder
will be required to accrue into income original issue discount on your notes, with the result that your taxable income in any
year could differ significantly from (and could be significantly higher than) the Coupon Amounts (if any) you receive in that
year. In addition, any gain recognized at maturity, upon early repurchase or redemption or upon a sale or exchange of
your notes generally will be treated as interest income, and if you recognize a loss above certain thresholds, you might be
required to file a disclosure statement with the IRS.
Even if the notes are treated as open transactions that are not debt instruments, the notes could be treated as
“constructive ownership transactions” within the meaning of Section 1260 of the Internal Revenue Code of 1986, as
amended (the “Code”). Due to the lack of governing authority, our special tax counsel is unable to opine as to whether
the constructive ownership rules apply to the notes. If applicable, the constructive ownership rules would recharacterize
any gain recognized in respect of the notes that would otherwise be long-term capital gain and that is in excess of the “net
PS-12 | Structured Investments
Alerian MLP Index® ETNs
underlying long-term capital gain” (as defined in Code Section 1260) as ordinary income, and impose a notional interest
charge as if that income had accrued for tax purposes at a constant yield over your holding period for the notes. The “net
underlying long-term capital gain” is presumed to be zero unless you provide clear and convincing evidence to the
contrary. You will be responsible for obtaining information necessary to determine the “net underlying long-term capital
gain” with respect to the notes; we are not required, and do not intend, to supply you with such information. Accordingly,
you should consult your tax advisers regarding the potential application of the constructive ownership rules.
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, which may include the notes. The notice focuses in
particular on whether to require investors in these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these
instruments; the relevance of factors such as the exchange-traded status of the instruments and the nature of the
underlying property to which the instruments are linked; and whether these instruments are or should be subject to the
“constructive ownership” regime. While the notice requests comments on appropriate transition rules and effective dates,
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should review
carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement
and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including
possible alternative treatments and the issues presented by this notice.
Subject to discussion in the next paragraph, we generally expect that Coupon Amounts paid to Non-U.S. Holders will be
withheld upon at a rate of 30%, subject to the possible reduction or elimination of that rate under the “other income” or
similar provision of an applicable income tax treaty. Coupon Amounts that are treated as “effectively connected” with the
conduct of a trade or business in the United States should not be subject to this withholding tax. However, in order to
avoid withholding on “effectively connected” Coupon Amounts, you will likely be required to provide a properly completed
IRS Form W-8ECI. Any “effectively connected income” from your notes, including also any gain from the sale or
settlement of your notes that is or is treated as effectively connected with your conduct of a United States trade or
business, will be subject to U.S. federal income tax, and will require you to file U.S. federal income tax returns, in each
case in the same manner as if you were a U.S. Holder. In particular, if you own or are treated as owning more than 5% of
the notes, you could be treated as owning a “United States real property interest” within the meaning of Code Section 897,
in which case any gain from the sale or settlement of your notes would be deemed to be “effectively connected income,”
with the consequences described above.
Code Section 871(m) and Treasury regulations promulgated thereunder (“Section 871(m)”) generally imposes a 30%
withholding tax (or a lower rate under the dividend provision of an applicable income tax treaty) on certain “dividend
equivalents” paid or deemed paid with respect to derivatives linked to U.S. stocks or indices that include U.S. stocks
under certain circumstances, even in cases where the derivatives do not provide for payments explicitly linked to
dividends. In general, this withholding regime applies to derivatives that substantially replicate the economic performance
of one or more underlying U.S. stocks, as determined when the derivative is issued, based on one of two tests set forth in
the regulations. Moreover, the applicable Treasury regulations generally require a “look through” of certain partnerships
(“Covered Partnerships”) that own stock of U.S. corporations. It would be prudent to assume that many of the Index
Components that are treated as partnerships for U.S. federal income tax purposes are Covered Partnerships.
Accordingly, the applicable Treasury regulations can deem non-U.S. investors to be receiving dividend equivalents in
respect of Index Components that are treated as corporations for U.S. federal income tax purposes and in respect of
underlying U.S. stocks owned by Index Components that are Covered Partnerships, even if no payments on the notes are
directly traceable to any dividends on those underlying stocks. Withholding in the latter instance would be based on the
amount of dividends paid on underlying U.S. stocks owned by those Covered Partnerships during your ownership period.
The aggregate amounts actually paid on those underlying U.S. stocks during the applicable quarter may not be known
until the following year, if at all. Based on certain factual determinations made by us, we currently believe that an estimate
of the dividend equivalent amounts that are attributable to underlying U.S. stocks owned by Index Components that are
Covered Partnerships is 0.1157% of the Principal Amount per Coupon Payment (the “Estimated Amount”). We may
change this estimate in subsequent years. In addition, a portion of each Coupon Amount will be treated as a “dividend
equivalent” with respect to each of Hess Midstream LP and Star Group LP, which portion we will provide upon request.
You generally should expect withholding agents to withhold from each Coupon Payment 30% (or a lower rate under the
dividend provision of an applicable income tax treaty) of (i) the Estimated Amount and (ii) the portion of the Coupon
Payment attributable to dividend equivalents with respect to Hess Midstream LP and Star Group LP, and also to withhold
30% (subject to possible reduction or elimination of that rate under the “other income” or similar provision of an applicable
income tax treaty) of the remaining portion of the Coupon Payment, in each case assuming the income is not effectively
connected with your conduct of a trade or business in the United States (in which case, in order to avoid withholding, you
will likely be required to provide a properly completed IRS Form W-8ECI). Our estimate of the dividend equivalent
amounts may be based on historical dividends or other non-prospective data and may change from time to time. If you
sell or otherwise dispose of the notes between Coupon Payment Dates, you generally should expect withholding agents
to withhold 30% (or a lower rate under the dividend provision of an applicable income tax treaty) of the estimated dividend
equivalent amounts attributable to the portion of the Coupon Amount that has accrued since the immediately preceding
Coupon Payment Date. Under applicable Treasury Regulations, withholding agents who have under-withheld on certain
dividend amounts may adjust any withholding prior to March 15 of the following year without penalties. We will not
provide any further information concerning the actual dividend equivalent amounts in any year, which may differ from our
PS-13 | Structured Investments
Alerian MLP Index® ETNs
estimated dividend equivalent amounts in that year. If you are a Non-U.S. Holder, you should consult your tax adviser
regarding the potential application of Code Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect
to amounts so withheld. Non-U.S. Holders should consult their tax advisers regarding the potential application
of withholding tax to the notes.
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.
The Note Calculation Agent will make all necessary calculations and determinations in connection with the notes,
including calculations and determinations relating to any payments on the notes, market disruption events, splits and
reverse splits of the notes and the replacement of the Index with a successor index. Exercises of discretion by JPMS in
its role as Note Calculation Agent could adversely affect the value of the notes.
On any business day on or after July 26, 2024, we may, in our sole discretion, redeem the notes, in whole or in part.
In our sole discretion, and without providing you notice or obtaining your consent, we may decide to issue and sell
additional notes from time to time. However, we are under no obligation to issue or sell additional notes at any time, and if
we do sell additional notes, we may limit or restrict those sales, and we may stop and subsequently resume selling
additional notes at any time. Any notes held by us or an affiliate in inventory may be sold or lent to market participants
who may have made short sales of the notes.
JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED
RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES. ANY SUCH
RESEARCH, OPINIONS OR RECOMMENDATIONS COULD AFFECT THE MARKET VALUE OF THE NOTES
JPMS and its affiliates publish research from time to time on financial markets and other matters that may influence the
value of the notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the
notes. JPMS and its affiliates may have published research or other opinions that call into question the investment view
implicit in an investment in the notes. Any research, opinions or recommendations expressed by JPMS or its affiliates
may not be consistent with each other and may be modified from time to time without notice. Investors should make their
own independent investigation of the merits of investing in the notes, the Index and the Index Components to which the
notes are linked.
Risks Relating to the Secondary Market Prices of the Notes
MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE SECONDARY MARKET PRICE OF THE NOTES
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 VWAP Level and the level of the Index, including:
any actual or potential change in our or JPMorgan Chase & Co.s creditworthiness or credit spreads;
the actual and expected volatility in the Index and the prices of the Index Components;
the time to maturity of the notes;
the market price and actual and expected distributions on the Index Components;
interest and yield rates in the market generally;
supply and demand for the notes, including inventory positions with any market maker (supply and demand for the
notes will be affected by any decision of ours to issue, stop issuing or resume issuing additional notes);
the amount of the Accrued Investor Fee as of a particular determination date;
the Index Components and changes to those Index Components over time; and
a variety of economic, financial, political, regulatory and judicial events.
Risks Relating to the Index
THERE IS NO ASSURANCE THAT THE STRATEGY EMPLOYED BY THE INDEX WILL BE SUCCESSFUL
The Index measures the composite performance of energy-oriented MLPs that earn the majority of their cash flows from
qualified activities involving energy commodities using a capped, float-adjusted, capitalization-weighted methodology.
There is, however, no assurance that the Index will outperform any other index or strategy that tracks MLPs selected
using other criteria. Because the Index uses a capped, floated-adjusted, capitalization-weighted methodology, the
performance of the VWAP Level and Coupon Payments on the notes may be lower than if a different weighting
methodology were employed.
PS-14 | Structured Investments
Alerian MLP Index® ETNs
ENERGY MLP MARKET RISKS MAY AFFECT THE TRADING VALUE OF THE NOTES AND THE AMOUNT YOU
WILL RECEIVE AT MATURITY
We expect that the VWAP Level and the amount of any distributions on the Index Components will fluctuate in
accordance with changes in the financial condition of the Index Components and certain other factors. The financial
condition of the Index Components may become impaired or the general condition of the energy-oriented MLP market
may deteriorate, either of which may cause a decrease in the VWAP Level and the amount of any distributions on the
Index Components and thus in the value of the notes. Securities are susceptible to general market fluctuations and to
volatile increases and decreases in value, as market confidence in and perceptions regarding the Index Components
change. Investor perceptions of the Index Components are based on various and unpredictable factors, including
expectations regarding government, economic, monetary, tax and fiscal policies, inflation and interest rates, economic
expansion or contraction and global or regional political, economic and banking crises. The VWAP Level and the amount
of any distributions on the Index Components are expected to fluctuate over the term of the notes.
THE INDEX COMPONENTS ARE CONCENTRATED IN THE ENERGY INDUSTRY
All or substantially all of the Index Components that have been issued by companies whose primary lines of business are
directly associated with the energy industry including the oil and gas sector. Many of the MLPs included in the Index are
smaller, non-diversified businesses that are exposed to the risks associated with such businesses, including the lack of
capital funding to sustain or grow businesses and potential competition from larger, better financed and more diversified
businesses. In addition, the MLPs in the energy industry are significantly affected by a number of factors including:
worldwide and domestic supplies of, and demand for, crude oil, natural gas, natural gas liquids, hydrocarbon
products and refined products;
changes in tax or other laws affecting master limited partnerships generally;
regulatory changes affecting pipeline fees and other regulatory fees in the energy sector;
changes in the relative prices of competing energy products;
the impact of environmental laws and regulations and technological changes affecting the cost of producing and
processing, and the demand for, energy products;
decreased supply of hydrocarbon products available to be processed due to fewer discoveries of new
hydrocarbon reserves, short- or long-term supply disruptions or otherwise;
risks of regulatory actions and/or litigation, including as a result of leaks, explosions or other accidents relating to
energy products;
uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or further acts of
terrorism in the United States, or elsewhere; and
general economic and geopolitical conditions in the United States and worldwide.
In addition, investments in securities of MLPs involve risks that differ from investments in common stock including risks
related to limited control and limited rights to vote on matters affecting an MLP, risks related to potential conflicts of
interest between an MLP and its general partner and cash flow risks.
Prices of securities of an MLP can be affected by fundamentals unique to the partnership, including earnings power and
coverage ratio. Changes in the tax law affecting MLPs could adversely affect the price performance of securities of MLPs.
These factors could affect the relevant industries and the MLPs operating in these industries and could cause some or all
of the Index Components to decline in value, or to reduce their distributions, during the term of the notes.
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH MID-SIZE AND SMALL
CAPITALIZATION STOCKS
Mid-size and small capitalization companies may be less able to withstand adverse economic, market, trade and
competitive conditions relative to larger companies. Mid-size and small capitalization companies are less likely to pay
dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price
pressure under adverse market conditions.
THE INDEX CALCULATION AGENT MAY, IN ITS SOLE DISCRETION, DISCONTINUE THE PUBLIC DISCLOSURE
OF THE INTRADAY LEVEL OF THE INDEX
The Index Calculation Agent is not under any obligation to continue to calculate the intraday level of the Index or required
to calculate similar levels for any successor index. If the Index Calculation Agent discontinues such public disclosure, we
may not be able to provide the intraday levels related to the Index required to maintain any listing of the notes on NYSE
Arca. If the notes become delisted, the liquidity of the market for the notes may be materially and adversely affected and
you may sustain significant losses if you sell your notes in the secondary market.
PS-15 | Structured Investments
Alerian MLP Index® ETNs
Hypothetical Examples: Coupon Payments
The following examples illustrate hypothetical Coupon Amounts on the notes over a hypothetical period of eight quarters
based on hypothetical Reference Distribution Amounts. The return on Principal Amount as used in this section is the
number, expressed as a percentage, that results from comparing a Coupon Amount to the Principal Amount.
In addition, the hypothetical Coupon Amounts and returns set forth below assume that the notes are not repurchased or
redeemed early, as well as the following:
a Principal Amount of $25;
an Initial VWAP Level of 100.00 and a constant VWAP Level of 100.00 over the hypothetical period (see “—
Hypothetical Accrued Investor Fee Calculations” for an illustration of the effect of fluctuating VWAP Levels on the
Accrued Investor Fee);
an investor fee percentage of 0.85% per annum; and
each hypothetical quarterly period is a quarter of a year with 360 days.
The hypothetical Initial VWAP Level of 100.00 and the VWAP Level on the Index Business Day immediately preceding each
Coupon Valuation Date of 100.00 have been chosen for illustrative purposes only and do not represent the actual Initial VWAP
Level or a likely actual VWAP Level. The actual Initial VWAP Level is the arithmetic average of the VWAP Levels determined
over a period of five Index Business Days ending on the Inception Date and is specified under “Key Terms — Terms Relating
to Closing Intrinsic Note Value Initial VWAP Level” in this pricing supplement. The actual VWAP Level will fluctuate over
the term of the notes. For information about how the Accrued Investor Fee will vary as the VWAP Level varies, see “—
Hypothetical Accrued Investor Fee Calculations below.
Each hypothetical Reference Distribution Amount, Accrued Investor Fee, Coupon Amount, Investor Fee Shortfall or return set
forth below is for illustrative purposes only and may not be the actual Reference Distribution Amount, Accrued Investor Fee,
Coupon Amount, Investor Fee Shortfall or return applicable to a purchaser of the notes. The actual Reference Distribution
Amount, Accrued Investor Fee, Coupon Payment, Investor Fee Shortfall or return may be higher or lower than the amounts
shown in the table below. In addition, if you purchase the notes at a price that is higher or lower than the Principal Amount
used for these examples, the return on your notes represented by a Coupon Amount will be different from the returns set forth
in the examples below. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 A Coupon Payment is made with respect to each quarterly Coupon Valuation Date.
Coupon
Valuation Date
Reference
Distribution Amount
Accrued
Investor Fee
Coupon Amount
Return on
Principal Amount
Investor Fee
Shortfall
First
$0.1000
$0.0531
$0.0469
0.1875%
$0.0000
Second
$0.1500
$0.0531
$0.0969
0.3875%
$0.0000
Third
$0.2000
$0.0531
$0.1469
0.5875%
$0.0000
Fourth
$0.1250
$0.0531
$0.0719
0.2875%
$0.0000
Fifth
$0.2500
$0.0531
$0.1969
0.7875%
$0.0000
Sixth
$0.1125
$0.0531
$0.0594
0.2375%
$0.0000
Seventh
$0.0875
$0.0531
$0.0344
0.1375%
$0.0000
Eighth
$0.0750
$0.0531
$0.0219
0.0875%
$0.0000
Because the Reference Distribution Amount with respect to each Coupon Valuation Date is greater than the Accrued Investor
Fee with respect to that Coupon Valuation Date, a Coupon Payment equal to the relevant Coupon Amount is made with
respect to each quarterly Coupon Valuation Date.
Example 2 No Coupon Payments are made with respect to any quarterly Coupon Valuation Date.
Coupon
Valuation Date
Reference
Distribution Amount
Accrued
Investor Fee
Coupon Amount
Return on
Principal Amount
Investor Fee
Shortfall
First
$0.0000
$0.0531
$0.0000
0.0000%
$0.0531
Second
$0.0000
$0.1063
$0.0000
0.0000%
$0.1063
Third
$0.0000
$0.1594
$0.0000
0.0000%
$0.1594
Fourth
$0.0625
$0.2125
$0.0000
0.0000%
$0.1500
Fifth
$0.0750
$0.2031
$0.0000
0.0000%
$0.1281
Sixth
$0.0500
$0.1813
$0.0000
0.0000%
$0.1313
Seventh
$0.0875
$0.1844
$0.0000
0.0000%
$0.0969
Eighth
$0.0375
$0.1500
$0.0000
0.0000%
$0.1125
PS-16 | Structured Investments
Alerian MLP Index® ETNs
Because the Reference Distribution Amount with respect to each Coupon Valuation Date is less than the Accrued Investor Fee
with respect to that Coupon Valuation Date, no Coupon Payments are made with respect to any quarterly Coupon Valuation
Date.
Hypothetical Accrued Investor Fee Calculations
The Index Ratio used to calculate the Accrued Investor Fee in the examples above is equal to 1.00 due to the assumptions
that the Initial VWAP Level is equal to 100.00 and the VWAP Level remains flat at 100.00 over the hypothetical period.
However, the actual VWAP Level and, therefore, the Index Ratio and the Accrued Investor Fee will fluctuate over the term of
the notes.
The following table illustrates the hypothetical Accrued Investor Fee on the notes for a hypothetical quarterly period, assuming
a range of VWAP Levels as of the Index Business Day immediately preceding the relevant Coupon Valuation Date. The
“Percent of Principal Amount” as used in this section is the number, expressed as a percentage, that results from comparing
an Accrued Investor Fee to the Principal Amount.
In addition, the hypothetical Accrued Investor Fees set forth below assume that the notes are not repurchased or redeemed
early, as well as the following:
a Principal Amount of $25;
an Initial VWAP Level of 100.00;
an investor fee percentage of 0.85% per annum;
each hypothetical quarterly period is a quarter of a year with 360 days; and
an Investor Fee Shortfall of $0 as of the immediately preceding Coupon Valuation Date.
The hypothetical Initial VWAP Level of 100.00 has been chosen for illustrative purposes only and does not represent the
actual Initial VWAP Level. The actual Initial VWAP Level is the arithmetic average of the VWAP Levels determined over a
period of five Index Business Days ending on the Inception Date and is specified under “Key Terms — Terms Relating to
Closing Intrinsic Note Value Initial VWAP Level” in this pricing supplement. We cannot predict the actual VWAP Level on
any Index Business Day.
The Investor Fee Shortfall of $0 as of the immediately preceding Coupon Valuation Date has been chosen for illustrative
purposes only. The actual Investor Fee Shortfall as of the immediately preceding Coupon Valuation Date will equal the
excess, if any, of the Accrued Investor Fee over the Reference Distribution Amount as of the immediately preceding Coupon
Valuation Date.
Each hypothetical VWAP Level, Index Ratio and Accrued Investor Fee set forth below is for illustrative purposes only and may
not be the actual VWAP Level, Index Ratio or Accrued Investor Fee applicable to a purchaser of the notes. The actual VWAP
Level, Index Ratio or Accrued Investor Fee may be higher or lower than the amounts shown in the table below. In addition, if
you purchase the notes at a price that is higher or lower than the Principal Amount used for this example, the Accrued Investor
Fee as a percent of Principal Amount will be different from the numbers set forth in the examples below. The numbers
appearing in the following table have been rounded for ease of analysis.
VWAP Level
Index Ratio
Accrued
Investor Fee
Percent of
Principal Amount
200.00
200.00%
$0.1063
0.4250%
180.00
180.00%
$0.0956
0.3825%
160.00
160.00%
$0.0850
0.3400%
140.00
140.00%
$0.0744
0.2975%
120.00
120.00%
$0.0638
0.2550%
100.00
100.00%
$0.0531
0.2125%
80.00
80.00%
$0.0425
0.1700%
60.00
60.00%
$0.0319
0.1275%
40.00
40.00%
$0.0213
0.0850%
20.00
20.00%
$0.0106
0.0425%
PS-17 | Structured Investments
Alerian MLP Index® ETNs
Hypothetical Examples: Payment at Maturity or upon Early Repurchase or Redemption
The following examples illustrate the hypothetical total return and payment at maturity or upon early repurchase or redemption
on the notes. For illustrative purposes only, the hypothetical total returns and payments set forth below assume the following:
a Principal Amount of $25;
an Initial VWAP Level of 100.00;
an investor fee percentage of 0.85% per annum;
a repurchase fee percentage of 0.125%;
each hypothetical year is a year of 360 days;
the Final VWAP Level on any date of determination is the VWAP Level on that date (the Final VWAP Level is actually
the arithmetic average of the VWAP Levels on the five Index Business Days in the relevant Measurement Period);
the VWAP Level increases or decreases, as applicable, on approximately a straight-line basis over each year (the
actual VWAP Level on any Index Business Day will reflect the volume-weighted average prices of the Index
Components on that Index Business Day);
the Reference Distribution Amount with respect to each Coupon Valuation Date is $0 (the actual Reference
Distribution Amount will vary and will be greater than $0 if any Index Component makes a cash distribution with an
ex-dividend date during the relevant Coupon Accrual Period); and
each “Year End” shown in the table below represents an Index Business Day that occurs on an anniversary of the
Initial Issue Date and on a quarterly Coupon Valuation Date (Coupon Valuation Dates will actually occur on the first
Index Business Day occurring on or after the 15th of February, May, August and November of each calendar year
during the term of the notes).
The hypothetical Initial VWAP Level of 100.00 has been chosen for illustrative purposes only and does not represent the
actual Initial VWAP Level. The actual Initial VWAP Level is the arithmetic average of the VWAP Levels determined over a
period of five Index Business Days ending on the Inception Date and is specified under “Key Terms — Terms Relating to
Closing Intrinsic Note Value Initial VWAP Level” in this pricing supplement. We cannot predict the actual VWAP Level on
any Index Business Day.
Because the Reference Distribution Amount with respect to each Coupon Valuation Date is assumed to be $0, the Stub
Coupon Amount and Unpaid Coupon Amount would also be $0 on each Index Business Day over the term of the notes.
Under these circumstances, no Coupon Payments would be made over the term of the notes.
In addition, because the Reference Distribution Amount with respect to each Coupon Valuation Date is assumed to be $0, the
investor fee would not be offset by cash dividends on the Index Components. Under these circumstances, due to the effect of
the Investor Fee Shortfall, the Accrued Investor Fee with respect to any Coupon Valuation Date will reflect the entire investor
fee that has accrued over the term of the notes up to that Coupon Valuation Date. Any actual Investor Fee Shortfall may be
greater than the amounts shown below.
If the notes are repurchased or redeemed, the payment upon early repurchase or redemption will be the applicable Closing
Intrinsic Note Value minus, in the case of an early repurchase, the applicable Repurchase Fee Amount.
Each hypothetical total return, payment and Closing Intrinsic Note Value set forth below is for illustrative purposes only and
may not be the actual total return, payment or Closing Intrinsic Note Value applicable to a purchaser of the notes. In addition,
if you purchase the notes at a price that is higher or lower than the Principal Amount used for these examples, the return on
your notes represented by the payment at maturity or upon early repurchase or redemption will be different from the returns
set forth in the examples below. The numbers appearing in the following tables have been rounded for ease of analysis.
PS-18 | Structured Investments
Alerian MLP Index® ETNs
Example 1 The VWAP Level increases by 3% each year over the term of the notes.
Year End
VWAP Level
Accrued Investor Fee
Closing Intrinsic
Note Value
Percent of
Principal Amount
Repurchase
Fee Amount
100.0000
$25.0000
100.00%
First
103.0000
$0.2165
$25.5335
102.13%
$0.0319
Second
106.0900
$0.4393
$26.0832
104.33%
$0.0326
Third
109.2727
$0.6687
$26.6495
106.60%
$0.0333
Fourth
112.5509
$0.9049
$27.2328
108.93%
$0.0340
Fifth
115.9274
$1.1480
$27.8338
111.34%
$0.0348
Sixth
119.4052
$1.3983
$28.4530
113.81%
$0.0356
Seventh
122.9874
$1.6560
$29.0908
116.36%
$0.0364
Eighth
126.6770
$1.9214
$29.7479
118.99%
$0.0372
Ninth
130.4773
$2.1945
$30.4248
121.70%
$0.0380
Tenth
134.3916
$2.4757
$31.1222
124.49%
$0.0389
Eleventh
138.4234
$2.7653
$31.8406
127.36%
$0.0398
Twelfth
142.5761
$3.0634
$32.5806
130.32%
$0.0407
Thirteenth
146.8534
$3.3703
$33.3430
133.37%
$0.0417
Fourteenth
151.2590
$3.6864
$34.1284
136.51%
$0.0427
Fifteenth
155.7967
$4.0118
$34.9374
139.75%
$0.0437
Sixteenth
160.4706
$4.3468
$35.7709
143.08%
$0.0447
Seventeenth
165.2848
$4.6918
$36.6294
146.52%
$0.0458
Eighteenth
170.2433
$5.0470
$37.5139
150.06%
$0.0469
Nineteenth
175.3506
$5.4127
$38.4250
153.70%
$0.0480
Twentieth
180.6111
$5.7893
$39.3635
157.45%
$0.0492
If the notes are not repurchased or redeemed early, the payment at maturity will be $39.3635 per note, representing a gain on
principal of 57.45% and an annualized return of 2.30% per annum.
Example 2 The VWAP Level decreases by 3% each year over the term of the notes.
Year End
VWAP Level
Accrued Investor Fee
Closing Intrinsic
Note Value
Percent of
Principal Amount
Repurchase
Fee Amount
100.0000
$25.0000
100.00%
First
97.0000
$0.2085
$24.0415
96.17%
$0.0301
Second
94.0900
$0.4107
$23.1118
92.45%
$0.0289
Third
91.2673
$0.6067
$22.2102
88.84%
$0.0278
Fourth
88.5293
$0.7966
$21.3357
85.34%
$0.0267
Fifth
85.8734
$0.9808
$20.4875
81.95%
$0.0256
Sixth
83.2972
$1.1593
$19.6650
78.66%
$0.0246
Seventh
80.7983
$1.3324
$18.8672
75.47%
$0.0236
Eighth
78.3743
$1.5001
$18.0935
72.37%
$0.0226
Ninth
76.0231
$1.6627
$17.3431
69.37%
$0.0217
Tenth
73.7424
$1.8202
$16.6154
66.46%
$0.0208
Eleventh
71.5301
$1.9730
$15.9096
63.64%
$0.0199
Twelfth
69.3842
$2.1210
$15.2250
60.90%
$0.0190
Thirteenth
67.3027
$2.2645
$14.5612
58.24%
$0.0182
Fourteenth
65.2836
$2.4035
$13.9174
55.67%
$0.0174
Fifteenth
63.3251
$2.5383
$13.2930
53.17%
$0.0166
Sixteenth
61.4254
$2.6689
$12.6874
50.75%
$0.0159
Seventeenth
59.5826
$2.7955
$12.1002
48.40%
$0.0151
Eighteenth
57.7951
$2.9181
$11.5307
46.12%
$0.0144
Nineteenth
56.0613
$3.0370
$10.9784
43.91%
$0.0137
Twentieth
54.3794
$3.1521
$10.4427
41.77%
$0.0131
PS-19 | Structured Investments
Alerian MLP Index® ETNs
If the notes are not repurchased or redeemed early, the payment at maturity will be $10.4427 per note, representing a loss of
principal of 58.23% and an annualized return of -4.27% per annum.
Example 3 The VWAP Level decreases by 3% each of the first ten years of the term of the notes and increases by
3% each of the remaining ten years of the term of the notes.
Year End
VWAP Level
Accrued Investor Fee
Closing Intrinsic
Note Value
Percent of
Principal Amount
Repurchase
Fee Amount
100.0000
$25.0000
100.00%
First
97.0000
$0.2085
$24.0415
96.17%
$0.0301
Second
94.0900
$0.4107
$23.1118
92.45%
$0.0289
Third
91.2673
$0.6067
$22.2102
88.84%
$0.0278
Fourth
88.5293
$0.7966
$21.3357
85.34%
$0.0267
Fifth
85.8734
$0.9808
$20.4875
81.95%
$0.0256
Sixth
83.2972
$1.1593
$19.6650
78.66%
$0.0246
Seventh
80.7983
$1.3324
$18.8672
75.47%
$0.0236
Eighth
78.3743
$1.5001
$18.0935
72.37%
$0.0226
Ninth
76.0231
$1.6627
$17.3431
69.37%
$0.0217
Tenth
73.7424
$1.8202
$16.6154
66.46%
$0.0208
Eleventh
75.9547
$1.9809
$17.0078
68.03%
$0.0213
Twelfth
78.2333
$2.1463
$17.4120
69.65%
$0.0218
Thirteenth
80.5803
$2.3165
$17.8286
71.31%
$0.0223
Fourteenth
82.9977
$2.4917
$18.2577
73.03%
$0.0228
Fifteenth
85.4877
$2.6720
$18.6999
74.80%
$0.0234
Sixteenth
88.0523
$2.8577
$19.1554
76.62%
$0.0239
Seventeenth
90.6939
$3.0487
$19.6247
78.50%
$0.0245
Eighteenth
93.4147
$3.2454
$20.1082
80.43%
$0.0251
Nineteenth
96.2171
$3.4479
$20.6064
82.43%
$0.0258
Twentieth
99.1036
$3.6563
$21.1196
84.48%
$0.0264
If the notes are not repurchased or redeemed early, the payment at maturity will be $21.1196 per note, representing a loss of
principal of 15.52% and an annualized return of -0.84% per annum.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their
entire term or until repurchased or redeemed early. These hypotheticals do not reflect the fees or expenses that would be
associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns and
hypothetical payments shown above would likely be lower.
PS-20 | Structured Investments
Alerian MLP Index® ETNs
Historical Information
The following graph sets forth the historical performance of the notes based on the daily historical closing prices of the notes
from January 26, 2024 through April 15, 2026. The closing price of the notes on April 15, 2026 was $33.57. The notes
commenced trading on NYSE Arca on January 26, 2024. We obtained the closing prices above and below from Bloomberg,
without independent verification.
The historical closing prices of the notes should not be taken as an indication of past or future performance of the notes, and
no assurance can be given as to the price, if any, at which you will be able to sell your notes.
The following graph sets forth the historical performance of the Index based on the daily historical closing levels of the Index
from January 4, 2021 through April 15, 2026. The closing level of the Index on April 15, 2026 was 337.0493. We obtained the
closing levels above and below from Bloomberg, without independent verification.
The payment at maturity or upon early repurchase or redemption is linked to the VWAP Levels, not to the closing
levels of the Index. Although the VWAP Level is intended to track the performance of the Index, the calculation of the VWAP
Level is different from the calculation of the official closing level of the Index, and the VWAP Level will not necessarily correlate
with the performance of the official closing level of the Index. The official closing level of the Index may vary significantly from
the VWAP Level. Therefore, the payment at maturity or upon early repurchase or redemption may be different from, and may
be significantly less than, the payment you would receive if that payment were determined by reference to the official closing
level of the Index.
The historical closing levels of the Index should not be taken as an indication of past or future performance of the VWAP Level
on any Index Business Day, and no assurance can be given as to the VWAP Level on any Index Business Day. There can be
no assurance that the performance of the VWAP Level will result in the return of any of your initial investment.
PS-21 | Structured Investments
Alerian MLP Index® ETNs
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying
product supplement no. 5-I dated April 17, 2026. Based on current market conditions, in the opinion of our special tax
counsel, Davis Polk & Wardwell LLP, the notes should be treated as “open transactions” that are not debt instruments for U.S.
federal income tax purposes. Assuming this treatment is respected, subject to the discussion of the “constructive ownership”
rules below, our special tax counsel is of the opinion that gain or loss on your notes should be treated as long-term capital gain
or loss if you have held your notes for more than one year. However, as discussed in the accompanying product supplement,
the IRS or a court may not respect the treatment described above, in which case the timing and character of income on your
notes could be materially and adversely affected. For example, the IRS could seek to treat you as the beneficial owner of the
underlying MLPs for U.S. federal income tax purposes. In that event, you would be required to recognize your allocable share
of the taxable income earned by the underlying MLPs that are treated as partnerships for U.S. federal income tax purposes,
which in a particular taxable year could differ significantly from (and could be significantly greater than) the amount of cash
payments you receive on the notes in that year. Alternatively, the IRS could seek to treat the notes as “contingent payment
debt instruments.” In this event, a U.S. Holder will be required to accrue into income original issue discount on your notes,
with the result that your taxable income in any year could differ significantly from (and could be significantly higher than) the
Coupon Amounts (if any) you receive in that year. In addition, any gain recognized at maturity, upon early repurchase or
redemption or upon a sale or exchange of your notes generally will be treated as interest income, and if you recognize a loss
above certain thresholds, you might be required to file a disclosure statement with the IRS.
Even if the notes are treated as open transactions that are not debt instruments, the notes could be treated as “constructive
ownership transactions” within the meaning of Code Section 1260. Due to the lack of governing authority, our special tax
counsel is unable to opine as to whether the constructive ownership rules apply to the notes. If applicable, the constructive
ownership rules would recharacterize any gain recognized in respect of the notes that would otherwise be long-term capital
gain and that is in excess of the “net underlying long-term capital gain” (as defined in Code Section 1260) as ordinary income,
and impose a notional interest charge as if that income had accrued for tax purposes at a constant yield over your holding
period for the notes. The “net underlying long-term capital gain” is presumed to be zero unless you provide clear and
convincing evidence to the contrary. You will be responsible for obtaining information necessary to determine the “net
underlying long-term capital gain” with respect to the notes; we are not required, and do not intend, to supply you with such
information. Accordingly, U.S. Holders should consult their tax advisers regarding the potential application of the constructive
ownership rules.
The United States federal income tax treatment of the Coupon Amounts is uncertain. Insofar as we have reporting
responsibilities, we will treat Coupon Amounts as ordinary income (in the absence of an administrative determination or judicial
ruling to the contrary), and by purchasing the notes you will agree to do the same.
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, which may include the notes. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors
such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are
linked; and whether these instruments are or should be subject to the “constructive ownership” regime described above. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment
in the notes, possibly with retroactive effect.
PS-22 | Structured Investments
Alerian MLP Index® ETNs
Non-U.S. Holders Tax Considerations. The United States federal income tax treatment of the Coupon Amounts is uncertain.
Insofar as we have reporting responsibilities, we will treat Coupon Amounts as ordinary income (in the absence of an
administrative determination or judicial ruling to the contrary), and by purchasing the notes you will agree to do the same.
Subject to the following sentence and the discussion in the next paragraph, we generally expect that Coupon Amounts paid to
Non-U.S. Holders will be withheld upon at a rate of 30%, subject to the possible reduction or elimination of that rate under the
“other income” or similar provision of an applicable income tax treaty. Coupon Amounts that are treated as “effectively
connected” with the conduct of a trade or business in the United States should not be subject to this withholding tax. However,
in order to avoid withholding on “effectively connected” Coupon Amounts, you will likely be required to provide a properly
completed IRS Form W-8ECI. Any “effectively connected income” from your notes, including also any gain from the sale or
settlement of your notes that is or is treated as effectively connected with your conduct of a United States trade or business,
will be subject to U.S. federal income tax, and will require you to file U.S. federal income tax returns, in each case in the same
manner as if you were a U.S. Holder. In particular, if you own or are treated as owning more than 5% of the notes, you could
be treated as owning a “United States real property interest” within the meaning of Code Section 897, in which case any gain
from the sale or settlement of your notes would be deemed to be “effectively connected income,” with the consequences
described above.
Code Section 871(m) and Treasury regulations promulgated thereunder (“Section 871(m)”) generally imposes a 30%
withholding tax (or a lower rate under the dividend provision of an applicable income tax treaty) on certain “dividend
equivalents” paid or deemed paid with respect to derivatives linked to U.S. stocks or indices that include U.S. stocks under
certain circumstances, even in cases where the derivatives do not provide for payments explicitly linked to dividends. In
general, this withholding regime applies to derivatives that substantially replicate the economic performance of one or more
underlying U.S. stocks, as determined when the derivative is issued, based on one of two tests set forth in the regulations.
Moreover, the applicable Treasury regulations generally require a “look through” of Covered Partnerships that own stock of
U.S. corporations. It would be prudent to assume that many of the Index Components that are treated as partnerships for U.S.
federal income tax purposes are Covered Partnerships. Accordingly, the applicable Treasury regulations can deem non-U.S.
investors to be receiving dividend equivalents in respect of Index Components that are treated as corporations for U.S. federal
income tax purposes and in respect of underlying U.S. stocks owned by Index Components, that are Covered Partnerships
even if no payments on the New Notes are directly traceable to any dividends on those underlying stocks. Withholding in the
latter instance would be based on the amount of dividends paid on underlying U.S. stocks owned by those Covered
Partnerships during your ownership period. The aggregate amounts actually paid on those underlying U.S. stocks during the
applicable quarter may not be known until the following year, if at all. Based on certain factual determinations made by us, we
currently believe that an estimate of the dividend equivalent amounts that are attributable to underlying U.S. stocks owned by
Index Components that are Covered Partnerships is 0.1157% of the Principal Amount per Coupon Payment (the “Estimated
Amount”). We may change this estimate in subsequent years. In addition, a portion of each Coupon Amount will be treated as
a “dividend equivalent” with respect to each of Hess Midstream LP and Star Group LP, which portion we will provide upon
request. You generally should expect withholding agents to withhold from each Coupon Payment 30% (or a lower rate under
the dividend provision of an applicable income tax treaty) of (i) the Estimated Amount and (ii) the portion of the Coupon
Payment attributable to dividend equivalents with respect to Hess Midstream LP and Star Group LP, and also to withhold 30%
(subject to possible reduction or elimination of that rate under the “other income” or similar provision of an applicable income
tax treaty) of the remaining portion of the Coupon Payment, in each case assuming the income is not effectively connected
with your conduct of a trade or business in the United States (in which case, in order to avoid withholding, you will likely be
required to provide a properly completed IRS Form W-8ECI). Our estimate of the dividend equivalent amounts may be based
on historical dividends or other non-prospective data and may change from time to time. If you sell or otherwise dispose of the
notes between Coupon Payment Dates, you generally should expect withholding agents to withhold 30% (or a lower rate
under the dividend provision of an applicable income tax treaty) of the estimated dividend equivalent amounts attributable to
the portion of the Coupon Amount that has accrued since the immediately preceding Coupon Payment Date. Under applicable
Treasury Regulations, withholding agents who have under-withheld on certain dividend amounts may adjust any withholding
prior to March 15 of the following year without penalties. We will not provide any further information concerning the actual
dividend equivalent amounts in any year, which may differ from our estimated dividend equivalent amounts in that year. If you
believe you have been subjected to over-withholding, you may file a claim for a refund or credit from the IRS by filing the
appropriate IRS Form, as to which you should consult your tax adviser. Non-U.S. Holders should consult their tax
advisers regarding the potential application of Section 871(m) to the notes.
As noted above and in the accompanying product supplement, the IRS might not accept, and a court might not uphold, the
treatment of the notes as “open transactions” that are not debt instruments. For example, the IRS could seek to treat you as
the beneficial owner of the underlying MLPs for U.S. federal income tax purposes. If the IRS were successful in asserting this
alternative treatment for the notes, you would be required to recognize your allocable share of the taxable income earned by
the underlying MLPs that are treated as partnerships for U.S. federal income tax purposes, which in a particular taxable year
could differ significantly from (and could be significantly greater than) the amount of cash payments you receive on the notes
in that year. In addition, among other potentially adverse consequences, you would be treated as engaged in a U.S. trade or
business, would be required to file tax returns in the jurisdiction in which those MLPs operate and generally would be subject
to 15% withholding on amounts deemed realized upon rebalancings of the Index and the sale or disposition of a note
(including upon early repurchase or redemption at maturity), which withholdings would generally be creditable against your
U.S. federal income tax, provided you properly filed the required tax return(s).
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so
withheld.
PS-23 | Structured Investments
Alerian MLP Index® ETNs
The discussion in the preceding paragraphs, when read in combination with the section entitled “Material U.S. Federal Income
Tax Consequences” in the accompanying product supplement, constitutes the full opinion of Davis Polk & Wardwell LLP
regarding the material U.S. federal income tax consequences of owning and disposing of notes. Both U.S. and Non-U.S.
Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presented by the notice described above.
Supplemental Plan of Distribution
$104,000,000, $505,372,790 and $104,000,000 aggregate principal amount of notes were issued on January 30, 2024, May
13, 2024 and May 15, 2024, respectively.
The notes may be offered and sold from time to time, at our sole discretion, through JPMS at market prices prevailing at the
time of sale, at prices related to market prices or at negotiated prices that may vary from the Intraday Intrinsic Note Value.
However, we are under no obligation to issue additional notes or sell any notes or additional notes at any time, and if we do
sell any notes or additional notes, we may limit or restrict those sales, and we may stop and subsequently resume selling the
notes or any additional notes at any time. If we limit, restrict or stop sales of the notes or any additional notes, or if we
subsequently resume sales of the notes or any additional notes, the liquidity and trading price of the notes in the secondary
market could be materially and adversely affected.
We will receive proceeds equal to 100% of the offering price of any remaining or additional notes that are sold.
JPMS will not receive selling commissions in connection with sales of the notes. JPMS will be entitled to receive the
aggregate profits generated from the deduction of the investor fee to cover license fees and other costs related to the notes
and as projected profits for managing our hedge and a structuring fee for developing the notes. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement.
Affiliates of ours and dealers may purchase the notes in secondary market transactions and may use this pricing supplement
and the accompanying prospectus, prospectus supplement and product supplement in connection with resales of some or all
of the notes purchased in the secondary market.
Subject to applicable law (including, without limitation, U.S. federal securities laws), we or our affiliates may, at any time and
from time to time, purchase outstanding notes in the open market, by private agreement or in other transactions.
Any notes held by us or an affiliate in inventory may be sold or lent to market participants who may have made short sales of
the notes.
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 Are Payments on the Notes Determined, and What Fees Are Incurred by Investors in the Notes?,
Hypothetical Examples: Coupon Payments and Hypothetical Examples: Payment at Maturity or upon Early Repurchase or
Redemption in this pricing supplement for an illustration of the risk-return profile of the notes and What Is the Alerian MLP
Index®? in this pricing supplement for a description of the market exposure provided by the notes.
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 accompanying product supplement. This pricing supplement, together with the documents listed
below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any
other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully
consider, among other things, the matters set forth in the Risk Factors section of 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. 5-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045220/ea0285802-18_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.
A-1 | Structured Investments
Annex A
FORM OF REPURCHASE NOTICE
To: ETN_Repurchase@jpmorgan.com
Subject: JPMorgan Chase Financial Company LLCs Alerian MLP Index® ETNs due January 28, 2044, CUSIP No. 48133Q309 (the
notes)
The undersigned hereby delivers this Repurchase Notice in order to irrevocably exercise its right to have you repurchase a number of
its notes specified below.
The undersigned acknowledges that the notes specified below will not be repurchased unless all of the requirements specified in the
pricing supplement relating to the notes are satisfied and that this Repurchase Notice may not be revoked once delivered. The
undersigned also acknowledges having read Key Terms Terms Relating to Weekly Repurchase Right Repurchase Procedures,”
Selected Risk Considerations Risks Relating to the Notes Generally There are restrictions on the minimum number of notes you
may request that we repurchase and the dates on which you may exercise your right to have us repurchase your notes” and “Selected
Risk Considerations Risks Relating to the Notes Generally You will not know the payment upon early repurchase or the
Repurchase Date at the time you elect to request that we repurchase your notes” in the pricing supplement relating to the notes.
The undersigned certifies that it will (a) instruct its DTC custodian with respect to the notes to be repurchased specified below to book a
delivery versus payment trade on the final day in the Measurement Period with respect to the Repurchase Valuation Date with respect
to the number of notes specified below at a price per note equal to the amount payable upon early repurchase, facing DTC 352, and (b)
cause the DTC custodian to deliver the trade as booked for settlement via DTC at or prior to 10:00 am. New York City time, on the
Repurchase Date.
Very truly yours,
[NAME OF HOLDER]
Name of holder:
Number of notes to be repurchased: (at least 50,000)
Repurchase Valuation Date: (the last Index Business Day of the relevant week, subject to postponement as
described in the product supplement relating to the notes)
DTC # (and any relevant sub-account):
Contact Name:
Telephone:
Fax:
Email: