JPM prices $6.175M auto‑call gold/silver‑linked notes
JPMorgan Chase Financial Company LLC priced $6,175,000 of Auto Callable Contingent Interest Notes due May 3, 2028, fully guaranteed by JPMorgan Chase & Co. The notes pay a 14.00% contingent interest rate (1.16667% monthly) when each Fund's closing price on a Review Date is at least 65.00% of its Strike Value. Strike Date was April 28, 2026 (Strike Values: GDX $88.54, SLV $66.20, GLD $421.91); Pricing Date April 29, 2026; expected settlement on or about May 4, 2026. Earliest automatic call date is October 28, 2026. Price to public was $1,000 per note and the estimated value at pricing was $980.70 per note. Payments at maturity depend on the Least Performing Fund relative to a 35.00% buffer and a Downside Leverage Factor of 1.53846.
Positive
- None.
Negative
- None.
Insights
Product pays high contingent coupon but principal at risk if the least performing Fund falls below a 35% buffer.
The notes offer a 14.00% annual contingent coupon payable monthly when all three Funds clear an 65.00% Interest Barrier on Review Dates. The structure is auto‑callable beginning on October 28, 2026, which can shorten term and cap upside to received coupons plus principal.
Downside exposure multiplies losses by the Downside Leverage Factor (1.53846) if the Least Performing Fund finishes more than 35.00% below its Strike Value; final payout formula is explicit in the terms.
Tax treatment is uncertain; issuer treats notes as prepaid forwards with contingent coupons.
The pricing supplement states the issuer will treat the notes as prepaid forward contracts and Contingent Interest Payments as ordinary income, but other reasonable treatments may exist and Treasury/IRS guidance could change outcomes.
Non‑U.S. Holder withholding risk is noted, including possible application of Section 871(m); withholding and treaty relief depend on proper documentation.
Key Figures
Offering size: $6,175,000
Contingent Interest Rate: 14.00% per annum
Price to Public: $1,000 per note
+5 more
8 metrics
Offering size
$6,175,000
aggregate principal amount of the notes
Contingent Interest Rate
14.00% per annum
payable at 1.16667% per month per $1,000 note
Price to Public
$1,000 per note
original issue price
Estimated value at pricing
$980.70 per $1,000
estimated value when terms were set
Strike Values (April 28, 2026)
GDX $88.54; SLV $66.20; GLD $421.91
closing prices used to determine Strike Value on Strike Date
Interest Barrier
65.00%
Interest Barrier defined as 65% of each Fund's Strike Value
Buffer Amount / Downside Leverage
35.00% / 1.53846
buffer threshold and multiplier used to calculate downside payoff
Maturity Date
May 3, 2028
stated maturity date
Key Terms
Contingent Interest Payment, Downside Leverage Factor, Buffer Threshold, Share Adjustment Factor, +1 more
5 terms
Contingent Interest Payment financial
"‘‘you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to $11.6667’”"
Downside Leverage Factor financial
"‘‘An amount equal to 1 / (1 – Buffer Amount), which is 1.53846’”"
Buffer Threshold financial
"‘‘Buffer Threshold: With respect to each Fund, 65.00% of its Strike Value’”"
Share Adjustment Factor technical
"‘‘the Share Adjustment Factor is referenced in determining the closing price… and is set equal to 1.0 on the Strike Date’”"
Acceleration Event legal
"‘‘We may accelerate your notes if an acceleration event occurs’”"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the JPM notes linked to GDX, SLV and GLD (JPM)?
They are Auto Callable Contingent Interest Notes with a $6,175,000 aggregate issue linked to the least performing of GDX, SLV and GLD. They pay contingent coupons and are fully guaranteed by JPMorgan Chase & Co.
How and when do the notes pay interest (JPM)?
The notes pay a Contingent Interest Payment of $11.6667 per $1,000 note when each Fund's closing price on a Review Date is >= 65% of its Strike Value. Interest is monthly on scheduled Interest Payment Dates.
When can the notes be automatically called (JPM)?
The notes are auto‑callable if on a Review Date (excluding the first through fifth and final Review Dates) each Fund's closing price is >= its Strike Value. The earliest possible automatic call date is October 28, 2026.
What happens at maturity if a Fund performs poorly (JPM)?
If any Fund's Final Value is below its 35% Buffer Threshold, the maturity payment per $1,000 is $1,000 + [$1,000 × (Least Performing Fund Return + 35%) × 1.53846], which can result in partial or total loss of principal.
What were the Strike Values and estimated value at pricing (JPM)?
Strike Values (as of April 28, 2026) were GDX $88.54, SLV $66.20, GLD $421.91; the notes priced at $1,000 per note with an estimated value of $980.70 per $1,000 at pricing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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April 29, 2026 Registration Statement Nos. 333-293684 and 333-293684-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 3-I dated April 17, 2026, underlying supplement no. 1-I dated April 17, 2026 and
the prospectus and prospectus supplement, each dated April 17, 2026
JPMorgan Chase Financial Company LLC
Structured Investments
$6,175,000
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the VanEck® Gold Miners ETF, the iShares®
Silver Trust and the SPDR® Gold Trust due May 3, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for
which the closing price of one share of each of the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust, which we refer to as the Funds, is greater than or equal to 65.00% of its Strike Value, which we refer to as an
Interest Barrier.
• The notes will be automatically called if the closing price of one share of each Fund on any Review Date (other than the
first through fifth and final Review Dates) is greater than or equal to its Strike Value.
• The earliest date on which an automatic call may be initiated is October 28, 2026.
• Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest
Payment may be made with respect to some or all Review Dates.
• Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on April 29, 2026 (the “Pricing Date”) and are expected to settle on or about May 4, 2026. The Strike
Value of each Fund has been determined by reference to the closing price of one share of that Fund on April 28,
2026 and not by reference to the closing price of one share of that Fund on the Pricing Date.
• CUSIP: 46660TKW9
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-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
—
$1,000
Total
$6,175,000
—
$6,175,000
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an
investment adviser. These broker-dealers will forgo any commissions related to these sales. 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 $980.70 per $1,000 principal amount note.
See “The Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The VanEck® Gold Miners ETF (Bloomberg ticker:
GDX), the iShares® Silver Trust (Bloomberg ticker: SLV) and
the SPDR® Gold Trust (Bloomberg ticker: GLD)
Contingent Interest Payments: If the notes have not been
automatically called and the closing price of one share of each
Fund on any Review Date is greater than or equal to its Interest
Barrier, you will receive on the applicable Interest Payment
Date for each $1,000 principal amount note a Contingent
Interest Payment equal to $11.6667 (equivalent to a Contingent
Interest Rate of 14.00% per annum, payable at a rate of
1.16667% per month).
If the closing price of one share of any Fund on any Review
Date is less than its Interest Barrier, no Contingent Interest
Payment will be made with respect to that Review Date.
Contingent Interest Rate: 14.00% per annum, payable at a
rate of 1.16667% per month
Interest Barrier / Buffer Threshold: With respect to each
Fund, 65.00% of its Strike Value, which is $57.551 for the
VanEck® Gold Miners ETF, $43.03 for the iShares® Silver Trust
and $274.2415 for the SPDR® Gold Trust
Buffer Amount: 35.00%
Downside Leverage Factor: An amount equal to 1 / (1 – Buffer
Amount), which is 1.53846
Strike Date: April 28, 2026
Pricing Date: April 29, 2026
Original Issue Date (Settlement Date): On or about May 4,
2026
Review Dates*: May 28, 2026, June 29, 2026, July 28, 2026,
August 28, 2026, September 28, 2026, October 28, 2026,
November 30, 2026, December 28, 2026, January 28, 2027,
March 1, 2027, March 29, 2027, April 28, 2027, May 28, 2027,
June 28, 2027, July 28, 2027, August 30, 2027, September 28,
2027, October 28, 2027, November 29, 2027, December 28,
2027, January 28, 2028, February 28, 2028, March 28, 2028
and April 28, 2028 (final Review Date)
Interest Payment Dates*: June 2, 2026, July 2, 2026, July 31,
2026, September 2, 2026, October 1, 2026, November 2, 2026,
December 3, 2026, December 31, 2026, February 2, 2027,
March 4, 2027, April 1, 2027, May 3, 2027, June 3, 2027, July
1, 2027, August 2, 2027, September 2, 2027, October 1, 2027,
November 2, 2027, December 2, 2027, December 31, 2027,
February 2, 2028, March 2, 2028, March 31, 2028 and the
Maturity Date
Maturity Date*: May 3, 2028
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first through fifth and final
Review Dates), the first Interest Payment Date immediately
following that Review Date
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement
of a Determination Date — Notes Linked to Multiple Underlyings”
and “General Terms of Notes — Postponement of a Payment Date”
in the accompanying product supplement or early acceleration in
the event of an acceleration event as described under “General
Terms of Notes — Consequences of an Acceleration Event” in the
accompanying product supplement and “Selected Risk
Considerations — Risks Relating to the Notes Generally — We May
Accelerate Your Notes If an Acceleration Event Occurs” in this
pricing supplement
Automatic Call:
If the closing price of one share of each Fund on any Review
Date (other than the first through fifth and final Review Dates) 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
Contingent Interest Payment applicable to that Review Date,
payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Fund is greater than or equal to its Buffer
Threshold, you will receive a cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review
Date.
If the notes have not been automatically called and the Final
Value of any Fund is less than its Buffer Threshold, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + [$1,000 × (Least Performing Fund Return + Buffer
Amount) × Downside Leverage Factor]
If the notes have not been automatically called and the Final
Value of any Fund is less than its Buffer Threshold, you will lose
some or all of your principal amount at maturity.
Least Performing Fund: The Fund with the Least Performing
Fund Return
Least Performing Fund Return: The lowest of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value – Strike Value)
Strike Value
Strike Value: With respect to each Fund, the closing price of
one share of that Fund on the Strike Date, which was $88.54 for
the VanEck® Gold Miners ETF, $66.20 for the iShares® Silver
Trust and $421.91 for the SPDR® Gold Trust. The Strike Value
of each Fund is not the closing price of one share of that
Fund on the Pricing Date.
Final Value: With respect to each Fund, the closing price of
one share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to 1.0
on the Strike Date. The Share Adjustment Factor of each Fund
is subject to adjustment upon the occurrence of certain events
affecting that Fund. See “The Underlyings — Funds — Anti-
Dilution Adjustments” in the accompanying product supplement
for further information.
PS-2 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
How the Notes Work
Payments in Connection with the First through Fifth Review Dates
Payments in Connection with Review Dates (Other than the First through Fifth and Final Review Dates)
The closing price of one share of each Fund is
greater than or equal to its Interest Barrier.
The closing price of one share of any Fund is less
than its Interest Barrier.
First through Fifth Review Dates
Compare the closing price of one share of each Fund to its Interest Barrier on each Review Date.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Review Date.
No Contingent Interest Payment will be made with respect to
the applicable Review Date.
Proceed to the next Review Date.
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date.
No further payments will be made on the notes.
Review Dates (Other than the First through Fifth and Final Review Dates)
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Strike Value.
The closing price of one
share of any Fund is
less than its Strike
Value.
Strike
Value
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Review Date.
The closing price of one
share of each Fund is
greater than or equal to
its Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable Review Date.
Proceed to the next Review Date.
The closing price of one
share of any Fund is less
than its Interest Barrier.
Compare the closing price of one share of each Fund to its Strike Value and its Interest Barrier on each Review Date until the
final Review Date or any earlier automatic call.
PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
Payment at Maturity If the Notes Have Not Been Automatically Called
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment
applicable to the final Review Date.
The notes are not
automatically called.
Proceed to maturity.
Final Review Date Payment at Maturity
The Final Value of each Fund is greater than or
equal to its Buffer Threshold.
You will receive:
$1,000 + [$1,000 ×(Least Performing
Fund Return + Buffer Amount) ×
Downside Leverage Factor]
Under these circumstances, you will
lose some or all of your principal
amount at maturity.
The Final Value of any Fund is less than its
Buffer Threshold.
PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notes based on the Contingent Interest Rate of 14.00% per annum, depending on how many Contingent Interest Payments are made
prior to automatic call or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
24
$280.0000
23
$268.3333
22
$256.6667
21
$245.0000
20
$233.3333
19
$221.6667
18
$210.0000
17
$198.3333
16
$186.6667
15
$175.0000
14
$163.3333
13
$151.6667
12
$140.0000
11
$128.3333
10
$116.6667
9
$105.0000
8
$93.3333
7
$81.6667
6
$70.0000
5
$58.3333
4
$46.6667
3
$35.0000
2
$23.3333
1
$11.6667
0
$0.0000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Funds, assuming a range of performances for the
hypothetical Least Performing Fund on the Review Dates. Solely for purposes of this section, the Least Performing Fund with
respect to each Review Date is the least performing of the Funds determined based on the closing price of one share of each
Fund on that Review Date compared with its Strike Value.
The hypothetical payments set forth below assume the following:
• a Strike Value for each Fund of $100.00;
• an Interest Barrier and a Buffer Threshold for each Fund of $65.00 (equal to 65.00% of its hypothetical Strike Value);
• a Buffer Amount of 35.00%;
• a Downside Leverage Factor of 1.53846; and
• a Contingent Interest Rate of 14.00% per annum.
The hypothetical Strike Value of each Fund of $100.00 has been chosen for illustrative purposes only and does not represent the actual
Strike Value of any Fund. The actual Strike Value of each Fund is the closing price of one share of that Fund on the Strike Date and is
specified under “Key Terms — Strike Value” in this pricing supplement. For historical data regarding the actual closing prices of one
share of each Fund, please see the historical information set forth under “The Funds” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
Example 1 — Notes are automatically called on the sixth Review Date.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$105.00
$11.67
Second Review Date
$110.00
$11.67
Third through Fifth Review
Dates
Greater than Initial Value
$11.67
Sixth Review Date
$115.00
$1,011.67
Total Payment
$1,070.00 (7.00% return)
Because the closing price of one share of each Fund on the sixth 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 $1,011.67 (or $1,000 plus the Contingent Interest
Payment applicable to the sixth Review Date), payable on the applicable Call Settlement Date. The notes are not automatically callable
before the sixth Review Date, even though the closing price of one share of each Fund on each of the first through fifth Review Dates is
greater than its Strike Value. When added to the Contingent Interest Payments received with respect to the prior Review Dates, the
total amount paid, for each $1,000 principal amount note, is $1,070.00. No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically called and the Final Value of the Least Performing Fund is greater than or
equal to its Buffer Threshold.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$95.00
$11.67
Second Review Date
$85.00
$11.67
Third through Twenty-Third
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,011.67
Total Payment
$1,035.00 (3.50% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Fund is greater than or equal to its
Buffer Threshold, the payment at maturity, for each $1,000 principal amount note, will be $1,011.67 (or $1,000 plus the Contingent
Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with respect to the
prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,035.00.
Example 3 — Notes have NOT been automatically called and the Final Value of the Least Performing Fund is less than its
Buffer Threshold.
Date
Closing Price of One Share of
Least Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$615.385
Total Payment
$615.385 (-38.4615% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Fund is less than its Buffer Threshold
and the Least Performing Fund Return is -60.00%, the payment at maturity will be $615.385 per $1,000 principal amount note,
calculated as follows:
$1,000 + [$1,000 × (-60.00% + 35.00%) × 1.53846] = $615.385
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-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of any
Fund is less than its Buffer Threshold, you will lose 1.53846% of the principal amount of your notes for every 1% that the Final
Value of the Least Performing Fund is less than its Strike Value by more than 35.00%. Accordingly, under these circumstances,
you will lose some or all of your principal amount at maturity.
• THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closing price of one share of each Fund on that Review Date is greater than or equal to its Interest Barrier. If the closing price
of one share of any Fund on a Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with
respect to that Review Date. Accordingly, if the closing price of one share of any Fund on each Review Date is less than its
Interest Barrier, you will not receive any interest payments over the term of the notes.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT ACTIVITIES AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan Chase & Co., we have no independent activities beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not an operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see “Risk Factors — Holders of securities issued by JPMorgan Financial may be subject to losses if JPMorgan Chase
& Co. were to enter into a resolution” in the accompanying prospectus supplement.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of any Fund, which may be significant. You will not participate in any appreciation of any Fund.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND —
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by any of the Funds over the term of the notes may result in the notes not being automatically
called on a Review Date, may negatively affect whether you will receive a Contingent Interest Payment on any Interest Payment
Date and your payment at maturity and will not be offset or mitigated by positive performance by any other Fund.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING FUND.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately six months and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.
PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
• YOU WILL NOT RECEIVE DIVDENDS ON THE VANECK® GOLD MINERS ETF OR THE SECURITIES HELD BY THE
VANECK® GOLD MINERS ETF OR HAVE ANY RIGHTS WITH RESPECT TO ANY FUND OR THE SECURITIES OR
COMMODITIES HELD BY ANY FUND.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR BUFFER
THRESHOLD IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF AN ACCELERATION EVENT OCCURS —
Upon the announcement or occurrence of an acceleration event, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined by the calculation agent in good faith and in a commercially reasonable
manner by reference to the values of any fixed-income debt component and any derivatives underlying the economic terms of the
notes as of the date of the notice of acceleration. An acceleration event means a Fund is delisted, liquidated or otherwise
terminated and the calculation agent determines, in its sole discretion, that no successor fund is available. If the payment on your
notes is accelerated, your investment may result in a loss, and you may not be able to reinvest your money in a comparable
investment. Please see “The Underlyings — Funds — Discontinuation or Modification of a Fund” in the accompanying product
supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to buy the notes.
You may not be able to sell your notes. The notes are not designed to be short-term trading instruments. Accordingly, you should
be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
In addition, the benchmark price of each of the iShares® Silver Trust’s and the SPDR® Gold Trust’s Underlying Commodity (as
defined under “The Funds” below) is administered by the London Bullion Market Association (“LBMA”) or an independent service
provider appointed by the LBMA, and we are, or one of our affiliates is, a price participant that contributes to the determination of
that price. Furthermore, our affiliate is the custodian of the iShares® Silver Trust and the SPDR® Gold Trust. We and our affiliates
will have no obligation to consider your interests as a holder of the notes in taking any actions in connection with our roles as a
price participant and a custodian that might affect the iShares® Silver Trust, the SPDR® Gold Trust or the notes.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with structuring and hedging the notes are included in
the original issue price of the notes. These costs include 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,
PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude 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 projected hedging profits, if any, estimated hedging costs and the prices of
one share of the Funds. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the
notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of
the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors — Risks
Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be
impacted by many economic and market factors” in the accompanying product supplement.
Risks Relating to the Funds
• THERE ARE RISKS ASSOCIATED WITH THE VANECK® GOLD MINERS ETF —
The VanEck® Gold Miners ETF is subject to management risk, which is the risk that the investment strategies of the VanEck® Gold
Miners ETF’s investment adviser, the implementation of which is subject to a number of constraints, may not produce the intended
results. These constraints could adversely affect the market price of the shares of the VanEck® Gold Miners ETF and,
consequently, the value of the notes.
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX OR
UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE —
The VanEck® Gold Miners ETF does not fully replicate its Underlying Index (as defined under “The Funds” below) and may hold
securities different from those included in its Underlying Index. In addition, the performance of the VanEck® Gold Miners ETF will
reflect additional transaction costs and fees that are not included in the calculation of its Underlying Index. All of these factors may
lead to a lack of correlation between the performance of the VanEck® Gold Miners ETF and its Underlying Index. In addition,
corporate actions with respect to the equity securities underlying the VanEck® Gold Miners ETF (such as mergers and spin-offs)
may impact the variance between the performances of the VanEck® Gold Miners ETF and its Underlying Index. Finally, because
the shares of the VanEck® Gold Miners ETF are traded on a securities exchange and are subject to market supply and investor
demand, the market value of one share of the VanEck® Gold Miners ETF may differ from the net asset value per share of the
VanEck® Gold Miners ETF.
In addition, each of the iShares® Silver Trust and the SPDR® Gold Trust (each, a “Commodity Fund” and collectively, the
“Commodity Funds”) does not fully replicate the performance of its Underlying Commodity due to the fees and expenses charged
PS-9 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
by the Commodity Funds or by restrictions on access to the relevant Underlying Commodity due to other circumstances. Each
Commodity Fund does not generate any income, and as each Commodity Fund regularly sells its Underlying Commodity to pay for
ongoing expenses, the amount of its Underlying Commodity represented by each share gradually declines over time. Each
Commodity Fund sells its Underlying Commodity to pay expenses on an ongoing basis irrespective of whether the trading price of
the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by a Commodity Fund of its
Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could adversely affect the value of the
notes. Additionally, there is a risk that part or all of a Commodity Fund’s holdings in its Underlying Commodity could be lost,
damaged or stolen. Access to a Commodity Fund’s Underlying Commodity could also be restricted by natural events (such as an
earthquake) or human actions (such as a terrorist attack). All of these factors may lead to a lack of correlation between the
performance of each Commodity Fund and its Underlying Commodity. In addition, because the shares of each Commodity Fund
are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of each
Commodity Fund may differ from the net asset value per share of that Commodity Fund.
During periods of market volatility, securities underlying the VanEck® Gold Miners ETF or the Underlying Commodity of each
Commodity Fund may be unavailable in the secondary market, market participants may be unable to calculate accurately the net
asset value per share of a Fund and the liquidity of a Fund may be adversely affected. This kind of market volatility may also
disrupt the ability of market participants to create and redeem shares of a Fund. Further, market volatility may adversely affect,
sometimes materially, the prices at which market participants are willing to buy and sell shares of a Fund. As a result, under these
circumstances, the market value of shares of a Fund may vary substantially from the net asset value per share of that Fund. For
all of the foregoing reasons, the performance of each Fund may not correlate with the performance of its Underlying Index or
Underlying Commodity, as applicable, as well as the net asset value per share of that Fund, which could materially and adversely
affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE VANECK® GOLD
MINERS ETF —
All or substantially all of the equity securities held by the VanEck® Gold Miners ETF are issued by companies whose primary line of
business is directly associated with the gold and/or silver mining industries. As a result, the value of the notes may be subject to
greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting these industries
than a different investment linked to securities of a more broadly diversified group of issuers. Investments related to gold and silver
are considered speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the
financial condition of gold and silver mining companies. Also, gold and silver mining companies are highly dependent on the price
of gold and silver bullion, respectively, but may also be adversely affected by a variety of worldwide economic, financial and
political factors. The price of gold and silver may fluctuate substantially over short periods of time, so the VanEck® Gold Miners
ETF’s share price may be more volatile than other types of investments. Fluctuation in the prices of gold and silver may be due to
a number of factors, including changes in inflation, changes in currency exchange rates and changes in industrial and commercial
demand for metals (including fabricator demand). Additionally, increased environmental or labor costs may depress the value of
metal investments. These factors could affect the gold and silver mining industries and could affect the value of the equity
securities held by the VanEck® Gold Miners ETF and the price of the VanEck® Gold Miners ETF during the term of the notes, which
may adversely affect the value of your notes.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF —
Some of the equity securities held by the VanEck® Gold Miners ETF have been issued by non-U.S. companies. Investments in
securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries and/or the
securities markets in the home countries of the issuers of those non-U.S. equity securities. Also, there is generally less publicly
available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the
reporting requirements of the SEC.
• THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF —
Because the prices of the non-U.S. equity securities held by the VanEck® Gold Miners ETF are converted into U.S. dollars for
purposes of calculating the net asset value of the VanEck® Gold Miners ETF, holders of the notes will be exposed to currency
exchange rate risk with respect to each of the currencies in which the non-U.S. equity securities held by the VanEck® Gold Miners
ETF trade. Your net exposure will depend on the extent to which those currencies strengthen or weaken against the U.S. dollar
and the relative weight of equity securities held by the VanEck® Gold Miners ETF denominated in each of those currencies. If,
taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the price of the VanEck® Gold
Miners ETF will be adversely affected and any payment on the notes may be reduced.
PS-10 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
• THE VANECK® GOLD MINERS ETF HAS RECENTLY TRANSITIONED TO TRACKING A NEW UNDERLYING INDEX, WHICH
DIFFERS FROM THE PRIOR UNDERLYING INDEX IN IMPORTANT WAYS —
Prior to September 19, 2025, the VanEck® Gold Miners ETF sought to replicate as closely as possible, before fees and expenses,
the price and yield performance of the NYSE Arca Gold Miners Index. After market close on September 19, 2025, the VanEck®
Gold Miners ETF’s benchmark index became the MarketVector Global Gold Miners Index. The MarketVector Global Gold Miners
Index differs from the NYSE Arca Gold Miners Index in important ways, including use of different market capitalization criteria for
inclusion in the index and different weighting schemes, and the composition of the VanEck® Gold Miners ETF has changed as a
result of this transition.
When evaluating the historical performance of the VanEck® Gold Miners ETF, you should bear in mind that the index tracked by
the VanEck® Gold Miners ETF during the historical period shown in this pricing supplement before market close on September 19,
2025 is different from the index that the VanEck® Gold Miners ETF tracks currently. The historical performance of the VanEck®
Gold Miners ETF might have been meaningfully different (positive or negative) had the VanEck® Gold Miners ETF tracked the
MarketVector Global Gold Miners Index before market close on September 19, 2025.
We cannot predict what effect these changes may have on the performance of the VanEck® Gold Miners ETF. It is possible that
these changes could adversely affect the performance of the VanEck® Gold Miners ETF and, in turn, your return on the notes.
• THE COMMODITY FUNDS ARE NOT INVESTMENT COMPANIES OR COMMODITY POOLS AND WILL NOT BE SUBJECT TO
REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE
ACT, AS AMENDED —
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER WITH RESPECT TO THE iSHARES® SILVER TRUST —
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses
and liabilities. The price of silver is primarily affected by global demand for and supply of silver. Silver prices can fluctuate widely
and may be affected by numerous factors. These include general economic trends, increases in silver hedging activity by silver
producers, significant changes in attitude by speculators and investors in silver, technical developments, substitution issues and
regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the
relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates,
central bank sales, forward sales by producers, global or regional political or economic events and production costs and disruptions
in major silver-producing countries, such as Mexico, China and Peru. The demand for and supply of silver affect silver prices, but
not necessarily in the same manner as supply and demand affect the prices of other commodities. The supply of silver consists of
a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private
financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to
very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also
influence the market. The major end uses for silver include industrial applications, jewelry and silverware. It is not possible to
predict the aggregate effect of all or any combination of these factors.
• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH GOLD WITH RESPECT TO THE SPDR® GOLD TRUST —
The investment objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the
SPDR® Gold Trust’s expenses. The price of gold is primarily affected by the global demand for and supply of gold. The market for
gold bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected by
numerous factors, including macroeconomic factors, such as the structure of and confidence in the global monetary system,
expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which
the price of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial,
political, regulatory, judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry
demand as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental
agencies and multilateral institutions that hold gold. Additionally, gold prices may be affected by levels of gold production,
production costs and short-term changes in supply and demand due to trading activities in the gold market. From time to time,
above-ground inventories of gold may also influence the market. It is not possible to predict the aggregate effect of all or any
combination of these factors. The price of gold has recently been, and may continue to be, extremely volatile.
PS-11 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
• THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE COMMODITY FUNDS
—
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses
and liabilities and the investment objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold
bullion, less the SPDR® Gold Trust’s expenses. The prices of gold and silver are determined by the LBMA or an independent
service provider appointed by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all
market-making members of the LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test,
the LBMA itself is not a regulated entity. If the LBMA should cease operations, or if bullion trading should become subject to a
value added tax or other tax or any other form of regulation currently not in place, the role of the LBMA gold and silver prices as a
global benchmark for the values of gold and silver may be adversely affected. The LBMA is a principals’ market, which operates in
a manner more closely analogous to an over-the-counter physical commodity market than regulated futures markets, and certain
features of U.S. futures contracts are not present in the context of LBMA trading. The LBMA may alter, discontinue or suspend
calculation or dissemination of the LBMA gold and silver prices, which could adversely affect the value of the notes. The LBMA, or
an independent service provider appointed by the LBMA, will have no obligation to consider your interests in calculating or revising
the LBMA gold and silver prices.
• SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY —
Each Commodity Fund is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity
index. Each Commodity Fund’s Underlying Commodity may not correlate to the price of commodities generally and may diverge
significantly from the prices of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes
linked to the prices of more commodities or a broad-based commodity index.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.
PS-12 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
The Funds
The VanEck® Gold Miners ETF is an exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to
track as closely as possible, before fees and expenses, the price and yield performance of the MarketVector Global Gold Miners Index,
which we refer to as the Underlying Index with respect to the VanEck® Gold Miners ETF. The MarketVector Global Gold Miners Index is
a float-adjusted modified market capitalization-weighted index that tracks the performance of companies involved primarily in the gold
and silver mining industry. For additional information about the VanEck® Gold Miners ETF, see “Fund Descriptions — The VanEck®
ETFs” in the accompanying underlying supplement.
The iShares® Silver Trust is an investment trust sponsored by iShares® Delaware Trust Sponsor LLC. The iShares® Silver Trust seeks
to reflect generally the performance of the price of silver before the payment of its expenses and liabilities. The assets of the iShares®
Silver Trust consist primarily of silver held by a custodian on behalf of the iShares® Silver Trust. We refer to silver as the Underlying
Commodity with respect to the iShares® Silver Trust. For additional information about the iShares® Silver Trust, see “Fund Descriptions
— The iShares® Silver Trust” in the accompanying underlying supplement.
The SPDR® Gold Trust is an investment trust sponsored by World Gold Trust Services, LLC. The investment objective of the SPDR®
Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the SPDR® Gold Trust’s expenses. The SPDR®
Gold Trust holds gold bars. We refer to gold as the Underlying Commodity with respect to the SPDR® Gold Trust. For additional
information about the SPDR® Gold Trust, see “Fund Descriptions — The SPDR® Gold Trust” in the accompanying underlying
supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through April 24, 2026. The closing price of one share of the VanEck® Gold Miners ETF on April 28,
2026 was $88.54. The closing price of one share of the iShares® Silver Trust on April 28, 2026 was $66.20. The closing price of one
share of the SPDR® Gold Trust on April 28, 2026 was $421.91. We obtained the closing prices above and below from the Bloomberg
Professional® service (“Bloomberg”), without independent verification. The closing prices above and below may have been adjusted by
Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of any Fund on any Review Date. There can be no assurance that the performance of
the Funds will result in the return of any of your principal amount or the payment of any interest.
PS-13 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
Tax Treatment
You should review carefully the section entitled “United States Federal Taxation” in the accompanying prospectus supplement. In
determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward
contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section
entitled “United States Federal Taxation — Tax Consequences to U.S. Holders — Program Securities Treated as Prepaid Financial
Contracts with Associated Coupons” in the accompanying prospectus supplement. Based on the advice of Davis Polk & Wardwell LLP,
our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a
court may adopt, in which case the timing and character of any income or loss on the notes could be materially affected. In addition, in
2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the
instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury
regulations or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an
investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying prospectus supplement do
not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should
consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible
alternative treatments and the issues presented by the notice described above.
PS-14 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an
applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes is lower than the original issue price of the notes because costs associated with structuring and
hedging the notes are included in the original issue price of the notes. These costs include 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
PS-15 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
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 projected hedging profits, if
any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for structured debt issuances
and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined time period is intended to
be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects the structure of
the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the
notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and Which May Be
Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time
Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return
profile of the notes and “The Funds” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus (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.
PS-16 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the VanEck® Gold Miners ETF, the iShares® Silver Trust and the SPDR®
Gold Trust
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information
contained in the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
• Product supplement no. 3-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045198/ea0285802-20_424b2.pdf
• Underlying supplement no. 1-I dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000121390026045209/ea0285802-11_424b2.pdf
• Prospectus supplement and prospectus, each dated April 17, 2026:
http://www.sec.gov/Archives/edgar/data/19617/000095010326005889/crt_dp245141-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.