JPMorgan issues 9.5% auto-callable notes tied to XLF, PGR

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is issuing $2,001,000 in Auto Callable Yield Notes linked to the lesser performing of the State Street Financial Select Sector SPDR ETF and the common shares of The Progressive Corporation, fully and unconditionally guaranteed by JPMorgan Chase & Co.

The notes pay interest at 9.50% per annum, credited monthly at 0.79167% of principal, as long as they are outstanding. They may be automatically called on specified Review Dates starting July 15, 2027 if the closing value of each underlying is at or above its Strike Value, in which case investors receive $1,000 per note plus the applicable interest, and no further payments.

If not called and the Final Value of each underlying on the final Review Date is at least its Trigger Value, equal to 65.00% of its Strike Value, investors receive $1,000 per note plus the final interest payment. If the Final Value of either underlying is below its Trigger Value, the maturity payment is reduced by the full negative return of the lesser performing underlying, so investors will lose more than 35% and up to all principal. The notes are unsecured obligations subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co., are not FDIC insured, and have an estimated value of $970 per $1,000 at pricing, below the issue price, reflecting selling and hedging costs.

Key Figures

Offering Size: $2,001,000 Coupon Rate: 9.50% per annum Estimated Value per Note: $970.00 +5 more

8 metrics

Offering Size $2,001,000 Total principal amount of Auto Callable Yield Notes issued

Coupon Rate 9.50% per annum Interest rate on the notes, payable monthly at 0.79167% of principal

Estimated Value per Note $970.00 Estimated value when terms were set, per $1,000 principal amount note

Strike Value – XLF Fund $56.56 Strike Value of the State Street Financial Select Sector SPDR ETF on July 15, 2026

Trigger Value – XLF Fund $36.764 65.00% of the Fund’s Strike Value, used for principal protection test

Strike Value – Progressive Stock $205.22 Strike Value of The Progressive Corporation common shares on July 15, 2026

Trigger Value – Progressive Stock $133.393 65.00% of the Reference Stock Strike Value, barrier for principal loss

Maximum Total Interest $190.0000 Total interest per $1,000 note if all 24 Interest Payments are made

Key Terms

Auto Callable Yield Notes, Trigger Value, Lesser Performing Underlying, Share Adjustment Factor, +2 more

6 terms

Auto Callable Yield Notes financial

"Structured Investments Auto Callable Yield Notes Linked to the Lesser Performing"

Trigger Value financial

"Trigger Value: With respect to each Underlying, 65.00% of its Strike Value"

A trigger value is a pre-set threshold—usually a specific price, ratio, or metric—that, once reached, automatically prompts a defined action such as a trade, disclosure, margin call, or regulatory response. Think of it like a thermostat setting or tripwire: when the reading crosses the line, a predetermined step happens to manage risk or enforce rules. Investors care because trigger values can cause sudden buying or selling and change a stock’s short-term supply, demand, or obligations.

Lesser Performing Underlying financial

"Lesser Performing Underlying: The Underlying with the Lesser Performing Underlying Return"

Share Adjustment Factor financial

"The Share Adjustment Factor is referenced in determining the closing value of the Fund"

Section 871(m) regulatory

"Section 871(m) generally impose a 30% withholding tax on dividend equivalents"

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

internal funding rate financial

"The estimated value of the notes is derived by reference to an internal funding rate"

Offering Details

shelf/structured notes

Offering

Offering Type shelf/structured notes

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

FAQ

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

What are the key terms of JPM (JPMorgan Chase) Auto Callable Yield Notes in this 424B2?

The notes have a $1,000 minimum denomination, total size $2,001,000, pay 9.50% per annum monthly, mature July 20, 2028, and are linked to XLF and PGR. They are subject to automatic call and principal loss based on underlying performance.

How does the automatic call feature work on these JPM Auto Callable Yield Notes (JPM)?

On each Review Date before maturity, if each underlying is at or above its Strike Value, the notes are automatically called. Investors then receive $1,000 plus the due interest per note on the Call Settlement Date, and no further payments are made.

When can investors lose principal on these JPM (JPM) structured notes?

If the notes are not called and the Final Value of either underlying is below its Trigger Value (65% of Strike), the maturity payment is $1,000 × Lesser Performing Underlying Return plus interest, causing more than 35% and up to 100% principal loss.

What are the Strike and Trigger Values for the underlyings in this JPM 424B2 offering?

For the ETF, the Strike Value is $56.56 and the Trigger Value is $36.764 (65%). For Progressive’s stock, the Strike Value is $205.22 and the Trigger Value is $133.393. These levels determine automatic call and principal protection conditions.

What interest income can holders of these JPM (JPM) notes expect if held to maturity?

If the notes are never called and stay outstanding for all 24 Interest Payment Dates, total interest per $1,000 note would be $190.00, reflecting a 9.50% annual rate paid monthly. Actual interest received depends on whether an early automatic call occurs.

How does the estimated value compare to the issue price for these JPM structured notes?

Each note is issued at $1,000, while the estimated value at pricing is $970.00. The difference reflects selling commissions, projected hedging profits or losses, hedging costs, and fees embedded in the issue price, which can also affect secondary market prices.

What credit and liquidity risks do investors face in this JPM (JPM) Auto Callable Yield Notes deal?

The notes are unsecured, unsubordinated obligations of JPMorgan Financial, guaranteed by JPMorgan Chase & Co., and depend on their credit. They are not exchange-listed, so liquidity depends on JPMS’s willingness to buy, and secondary prices will likely be below issue price.

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

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Accepted by SEC EDGAR 07/20/2026 - 11:35 AM Learn about SEC filing dates

July 16, 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and the prospectus and
prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
$2,001,000
Auto Callable Yield Notes Linked to the Lesser Performing of
the State Street® Financial Select Sector SPDR® ETF and the
Common Shares of The Progressive Corporation due July
20, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security with
the same maturity issued by us. The notes will pay 9.50% per annum interest over the term of the notes, assuming no
automatic call, payable at a rate of 0.79167% per month.
• The notes will be automatically called if the closing value of each of the State Street® Financial Select Sector SPDR®
ETF and the common shares of The Progressive Corporation, which we refer to as the Underlyings, on any Review Date
(other than the final Review Date) is greater than or equal to its Strike Value.
• The earliest date on which an automatic call may be initiated is July 15, 2027.
• Investors should be willing to accept the risk of losing a significant portion or all of their principal and be willing to forgo
dividend payments, in exchange for Interest Payments.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on July 16, 2026 (the “Pricing Date”) and are expected to settle on or about July 21, 2026. The Strike
Value of each Underlying has been determined by reference to the closing value of that Underlying on July 15,
2026 and not by reference to the closing value of that Underlying on the Pricing Date.
• CUSIP: 46661KQQ4
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and
“Selected Risk Considerations” beginning on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$4
$996
Total
$2,001,000
$8,004
$1,992,996
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions of $4.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $970.00 per $1,000 principal amount note.
See “The Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.

PS-1 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The State Street® Financial Select Sector SPDR®
ETF (Bloomberg ticker: XLF) (the “Fund”) and the common
shares of The Progressive Corporation, par value $1.00 per
share (Bloomberg ticker: PGR) (the “Reference Stock”) (each of
the Fund and the Reference Stock, an “Underlying” and
collectively, the “Underlyings”)
Interest Payments: If the notes have not been automatically
called, you will receive on each Interest Payment Date for each
$1,000 principal amount note an Interest Payment equal to
$7.9167 (equivalent to an Interest Rate of 9.50% per annum,
payable at a rate of 0.79167% per month).
Interest Rate: 9.50% per annum, payable at a rate of
0.79167% per month
Trigger Value: With respect to each Underlying, 65.00% of its
Strike Value, which is $36.764 for the Fund and $133.393 for
the Reference Stock
Strike Date: July 15, 2026
Pricing Date: July 16, 2026
Original Issue Date (Settlement Date): On or about July 21,
2026
Review Dates*: July 15, 2027, August 16, 2027, September 15,
2027, October 15, 2027, November 15, 2027, December 15,
2027, January 18, 2028, February 15, 2028, March 15, 2028,
April 17, 2028, May 15, 2028, June 15, 2028 and July 17, 2028
(final Review Date)
Interest Payment Dates*: August 20, 2026, September 18,
2026, October 20, 2026, November 19, 2026, December 18,
2026, January 21, 2027, February 19, 2027, March 18, 2027,
April 20, 2027, May 20, 2027, June 21, 2027, July 20, 2027,
August 19, 2027, September 20, 2027, October 20, 2027,
November 18, 2027, December 20, 2027, January 21, 2028,
February 18, 2028, March 20, 2028, April 20, 2028, May 18,
2028, June 21, 2028 and the Maturity Date
Maturity Date*: July 20, 2028
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the final Review Date), the first
Interest Payment Date immediately following that Review Date
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement
of a Determination Date — Notes Linked to Multiple Underlyings”
and “General Terms of Notes — Postponement of a Payment Date”
in the accompanying product supplement or early acceleration in
the event of an acceleration event as described under “General
Terms of Notes — Consequences of an Acceleration Event” in the
accompanying product supplement and “Selected Risk
Considerations — Risks Relating to the Notes Generally — We May
Accelerate Your Notes If an Acceleration Event Occurs” in this
pricing supplement
Automatic Call:
If the closing value of each Underlying on any Review Date
(other than the final Review Date) is greater than or equal to its
Strike Value, the notes will be automatically called for a cash
payment, for each $1,000 principal amount note, equal to (a)
$1,000 plus (b) the Interest Payment for the Interest Payment
Date occurring on the applicable Call Settlement Date, payable
on that Call Settlement Date. No further payments will be made
on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Underlying is greater than or equal to its Trigger
Value, you will receive a cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the
Interest Payment applicable to the Maturity Date.
If the notes have not been automatically called and the Final
Value of either Underlying is less than its Trigger Value, your
payment at maturity per $1,000 principal amount note, in
addition to the Interest Payment applicable to the Maturity Date,
will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Underlying Return)
If the notes have not been automatically called and the Final
Value of either Underlying is less than its Trigger Value, you will
lose more than 35.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Lesser Performing Underlying: The Underlying with the
Lesser Performing Underlying Return
Lesser Performing Underlying Return: The lower of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Strike Value)
Strike Value
Strike Value: With respect to each Underlying, the closing
value of that Underlying on the Strike Date, which was $56.56
for the Fund and $205.22 for the Reference Stock. The Strike
Value of each Underlying is not the closing value of that
Underlying on the Pricing Date.
Final Value: With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Strike Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See “The Underlyings — Funds —
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing value of the Reference
Stock and is set equal to 1.0 on the Strike Date. The Stock
Adjustment Factor is subject to adjustment upon the occurrence
of certain corporate events affecting the Reference Stock. See
“The Underlyings — Reference Stocks — Anti-Dilution
Adjustments” and “The Underlyings — Reference Stocks —
Reorganization Events” in the accompanying product
supplement for further information.

PS-2 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
How the Notes Work
Payments in Connection with Review Dates Preceding the Final Review Date
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Interest Payment for the Interest Payment Date occurring on
that Call Settlement Date.
Review Dates Preceding the Final Review Date
Automatic Call
The closing value of each
Underlying is greater
than or equal to its
Strike Value.
The closing value of
either Underlying is less
than its Strike Value.
Strike
Value
Compare the closing value of each Underlying to its Strike Value on each Review Date until the final Review Date or any earlier
automatic call.
No Automatic Call
The notes will not be automatically called. Proceed to the next Review Date.
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Interest Payment applicable to the
Maturity Date.
The notes are not
automatically called.
Proceed to maturity
Final Review Date Payment at Maturity
The Final Value of each Underlying is greater
than or equal to its Trigger Value.
You will receive, in addition to the
Interest Payment applicable to the
Maturity Date:
$1,000 + ($1,000 ×Lesser Performing
Underlying Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of either Underlying is less than
its Trigger Value.

PS-3 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
Total Interest Payments
The table below illustrates the total Interest Payments per $1,000 principal amount note over the term of the notes based on the Interest
Rate of 9.50% per annum, depending on how many Interest Payments are made prior to automatic call or maturity. If the notes have
not been automatically called, the total Interest Payments per $1,000 principal amount note over the term of the notes will be equal to
the maximum amount shown in the table below.
Number of Interest
Payments
Total Interest Payments
24
$190.0000
23
$182.0833
22
$174.1667
21
$166.2500
20
$158.3333
19
$150.4167
18
$142.5000
17
$134.5833
16
$126.6667
15
$118.7500
14
$110.8333
13
$102.9167
12
$95.0000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Underlyings, assuming a range of performances for
the hypothetical Lesser Performing Underlying on the Review Dates. Solely for purposes of this section, the Lesser Performing
Underlying with respect to each Review Date is the lesser performing of the Underlyings determined based on the closing
value of each Underlying on that Review Date compared with its Strike Value.
The hypothetical payments set forth below assume the following:
• a Strike Value for each Underlying of $100.00;
• a Trigger Value for each Underlying of $65.00 (equal to 65.00% of its hypothetical Strike Value); and
• an Interest Rate of 9.50% per annum.
The hypothetical Strike Value of each Underlying of $100.00 has been chosen for illustrative purposes only and does not represent the
actual Strike Value of either Underlying. The actual Strike Value of each Underlying is the closing value of that Underlying on the Strike
Date and is specified under “Key Terms — Strike Value” in this pricing supplement. For historical data regarding the actual closing
values of each Underlying, please see the historical information set forth under “The Underlyings” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.

PS-4 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
Example 1 — Notes are automatically called on the first Review Date.
Date
Closing Value of Lesser
Performing Underlying
First Review Date
$105.00
Notes are automatically called
Total Payment
$1,095.00 (9.50% return)
Because the closing value of each Underlying on the first Review Date is greater than or equal to its Strike Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,007.9167 (or $1,000 plus the Interest Payment
applicable to the corresponding Interest Payment Date), payable on the applicable Call Settlement Date. When added to the Interest
Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000 principal amount note, is
$1,095.00. No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlying is greater
than or equal to its Trigger Value.
Date
Closing Value of Lesser
Performing Underlying
First Review Date
$75.00
Notes NOT automatically called
Second Review Date
$85.00
Notes NOT automatically called
Third through Twelfth
Review Dates
Less than Strike Value
Notes NOT automatically called
Final Review Date
$90.00
Final Value of the Lesser Performing Underlying is greater than
or equal to its Trigger Value
Total Payment
$1,190.00 (19.00% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Underlying is greater than or equal
to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,007.9167 (or $1,000 plus the Interest
Payment applicable to the Maturity Date). When added to the Interest Payments received with respect to the prior Interest Payment
Dates, the total amount paid, for each $1,000 principal amount note, is $1,190.00.
Example 3 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlying is less than
its Trigger Value.
Date
Closing Value of Lesser
Performing Underlying
First Review Date
$40.00
Notes NOT automatically called
Second Review Date
$45.00
Notes NOT automatically called
Third through Twelfth
Review Dates
Less than Strike Value
Notes NOT automatically called
Final Review Date
$40.00
Final Value of the Lesser Performing Underlying is less than its
Trigger Value
Total Payment
$590.00 (-41.00% return)
Because the notes have not been automatically called, the Final Value of the Lesser Performing Underlying is less than its Trigger
Value and the Lesser Performing Underlying Return is -60.00%, the payment at maturity will be $407.9167 per $1,000 principal amount
note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] + $7.9167 = $407.9167
When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000
principal amount note, is $590.00.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.

PS-5 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of either
Underlying is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of
the Lesser Performing Underlying is less than its Strike Value. Accordingly, under these circumstances, you will lose more than
35.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF THE INTEREST PAYMENTS PAID OVER
THE TERM OF THE NOTES,
regardless of any appreciation of either Underlying, which may be significant. You will not participate in any appreciation of either
Underlying.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING —
Payments on the notes are not linked to a basket composed of the Underlyings and are contingent upon the performance of each
individual Underlying. Poor performance by either of the Underlyings over the term of the notes may result in the notes not being
automatically called on a Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by
positive performance by the other Underlying.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of either Underlying is less than its Trigger Value and the notes have not been automatically called, the benefit
provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Lesser Performing Underlying.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year and you will not
receive any Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able to reinvest
the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of
risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described on the
front cover of this pricing supplement.

PS-6 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
• YOU WILL NOT RECEIVE DIVIDENDS ON EITHER UNDERLYING OR THE SECURITIES HELD BY THE FUND OR HAVE ANY
RIGHTS WITH RESPECT TO THE UNDERLYINGS OR THOSE SECURITIES.
• THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS TRIGGER VALUE IS GREATER IF THE
VALUE OF THAT UNDERLYING IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS —
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available, or a Reference Stock is
no longer listed or admitted to trading on its relevant exchange and the calculation agent determines, in its sole discretion, that no
Replacement Reference Stock (as defined in the accompanying product supplement) is available. If the payment on your notes is
accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable investment.
Please see “The Underlyings — Funds — Discontinuation or Modification of a Fund” and “The Underlyings — Reference Stocks —
Delisting of a Reference Stock or Nationalization of a Reference Stock Issuer” in the accompanying product supplement for more
information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, the estimated cost of hedging our
obligations under the notes and the fees, if any, paid for third-party data analytics and/or electronic platform services. See “The
Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.

PS-7 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, estimated hedging
costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue
price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market
transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged
a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic
platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the values of the Underlyings. Additionally, independent pricing vendors and/or third party broker-dealers may publish a
price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower)
than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the
notes will be impacted by many economic and market factors” in the accompanying product supplement.
Risks Relating to the Underlyings
• THERE ARE RISKS ASSOCIATED WITH THE FUND —
The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the
implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could
adversely affect the market price of the shares of the Fund and, consequently, the value of the notes.
• THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE —
The Fund does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and may hold securities different
from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and
fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between
the performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying the Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its
Underlying Index. Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund.
During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants
may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely
affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and
sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate
with the performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.

PS-8 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
• RISKS ASSOCIATED WITH THE FINANCIAL SECTOR WITH RESPECT TO THE FUND —
All or substantially all of the equity securities held by the Fund are issued by companies whose primary line of business is directly
associated with the financial sector. As a result, the value of the notes may be subject to greater volatility and be more adversely
affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities
of a more broadly diversified group of issuers. Financial services companies are subject to extensive government regulation, which
may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can
charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely
dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to
increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of
markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial
institutions and markets. Certain events in the financial sector may cause an unusually high degree of volatility in the financial
markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Securities of financial
services companies may experience a dramatic decline in value when these companies experience substantial declines in the
valuations of their assets, take action to raise capital (such as the issuance of debt or equity securities) or cease operations. Credit
losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively
impact the financial sector. Insurance companies may be subject to severe price competition. Adverse economic, business or
political developments could adversely affect financial institutions engaged in mortgage finance or other lending or investing
activities directly or indirectly connected to the value of real estate. These factors could affect the financial sector and could affect
the value of the equity securities held by the Fund and the price of the Fund during the term of the notes, which may adversely
affect the value of your notes.
• THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and
adversely affected.
• NO AFFILIATION WITH THE REFERENCE STOCK ISSUER —
We have not independently verified any of the information about the Reference Stock issuer contained in this pricing supplement.
You should undertake your own investigation into the Reference Stock and its issuer. We are not responsible for the Reference
Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.
• THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect the Reference Stock. The calculation
agent may make adjustments in response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.

PS-9 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
The Underlyings
The Fund is an exchange-traded fund of the Select Sector SPDR® Trust, a registered investment company, that seeks to provide
investment results that, before expenses, correspond generally to the price and yield performance of publicly traded equity securities of
companies in the Financial Select Sector Index, which we refer to as the Underlying Index with respect to the Fund. The Financial
Select Sector Index is a capped modified market capitalization-weighted index that measures the performance of the GICS® financials
sector of the S&P 500® Index, which currently includes companies in the following industries: banks; financial services; consumer
finance; capital markets; mortgage real estate investment trusts (REITs); and insurance. For additional information about the Fund, see
“Fund Descriptions — The State Street® Select Sector SPDR® ETFs” in the accompanying underlying supplement.
All information contained herein on the Reference Stock and on The Progressive Corporation is derived from publicly available sources,
without independent verification. According to its publicly available filings with the SEC, The Progressive Corporation writes personal
and commercial auto insurance, personal residential property insurance and insurance for motorcycles, watercraft and other
recreational vehicles, offers business-related general liability and commercial property insurance predominantly for small businesses,
workers’ compensation insurance primarily for the transportation industry and other specialty property-casualty insurance and provides
related services. The common shares of The Progressive Corporation, par value $1.00 per share (Bloomberg ticker: PGR), are
registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and are listed on the New
York Stock Exchange, which we refer to as the relevant exchange for purposes of The Progressive Corporation in the accompanying
product supplement. Information provided to or filed with the SEC by The Progressive Corporation pursuant to the Exchange Act can be
located by reference to the SEC file number 001-09518, and can be accessed through www.sec.gov. We do not make any
representation that these publicly available documents are accurate or complete.
Historical Information
The following graphs set forth the historical performance of each Underlying based on the weekly historical closing values from January
8, 2021 through July 10, 2026. The closing value of the Fund on July 15, 2026 was $56.56. The closing value of the Reference Stock
on July 15, 2026 was $205.22. We obtained the closing values above and below from the Bloomberg Professional® service
(“Bloomberg”), without independent verification. The closing values of the Fund above and below may have been adjusted by
Bloomberg for actions taken by the Fund, such as stock splits. The closing values of the Reference Stock above and below may have
been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings
and bankruptcy.
The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be
given as to the closing value of either Underlying on any Review Date. There can be no assurance that the performance of the
Underlyings will result in the return of any of your principal amount.

PS-10 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. Based
on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in determining our reporting
responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each comprising: (x) a cash-settled Put Option
written by you that is terminated if an automatic call occurs and that, if not terminated, in circumstances where the payment due at
maturity is less than $1,000 (excluding accrued but unpaid interest), requires you to pay us an amount equal to that difference and (y) a
Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option, as more fully described in
“United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as Units Each Comprising a Put
Option and a Deposit” in the accompanying prospectus supplement. By purchasing the notes, you agree (in the absence of an
administrative determination or judicial ruling to the contrary) to follow this treatment and the allocation described in the following
paragraph. However, there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character
of any income or loss on the notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a
notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The
notice focuses on a number of issues, the most relevant of which for investors in the notes are the character of income or loss
(including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by
non-U.S. investors should be subject to withholding tax. While it is not clear whether the notes would be viewed as similar to the typical
prepaid forward contract described in the notice, it is possible that any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with
retroactive effect.
In determining our reporting responsibilities, we intend to treat a portion of each Interest Payment equal to approximately 4.32% per
annum times the amount of the Deposit times the number of days in the applicable period divided by 365 as interest on the Deposit (so
that the amount allocated as interest on the Deposit will vary from Interest Payment to Interest Payment depending on the number of
days in the applicable period) and the remainder of each Interest Payment as Put Premium. Assuming that the treatment of the notes
as units each comprising a Put Option and a Deposit is respected, amounts treated as interest on the Deposit will be taxed as ordinary
income, while the Put Premium will not be taken into account prior to sale or settlement, including a settlement following an automatic
call.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular

PS-11 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The discussions above and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to
special tax accounting rules under Section 451(b) of the Code. You should consult your tax adviser regarding all aspects of the U.S.
federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by
the 2007 notice. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect
to the tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the
purchase price of the notes between the Deposit and the Put Option.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring
and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes, the estimated cost of hedging our obligations under the notes and the fees, if any, paid for
third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be influenced by
market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A
portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers,
and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks Relating
to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than the Original
Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,

PS-12 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return
profile of the notes and “The Underlyings” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes, plus the fees, if any, paid
for third-party data analytics and/or electronic platform services.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to (x)(i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee
or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal
amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion is given as of the date
hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware
Limited Liability Company Act, except that such counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to
JPMorgan Financial or JPMorgan Chase & Co., the indenture, the notes, the related guarantee (together with the indenture and the
notes, the “Documents”) or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any
party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law,
rule or regulation relating to national security. In addition, this opinion is subject to customary assumptions about the trustee’s
authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature and
enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2026, which was
filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2026.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):

PS-13 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the Common Shares of
The Progressive Corporation
• Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
• Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
• Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.