JPMorgan $1.165M Callable Contingent Interest Notes
JPMorgan Chase Financial Company LLC is offering $1,165,000 of Callable Contingent Interest Notes due June 14, 2029, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes pay a Contingent Interest Rate of 16.10% per annum (equivalent to $40.25 per $1,000 each quarter) only for Quarterly Monitoring Periods when the closing value of each Underlying remains at or above 70.00% of its Strike Value. The notes are linked to the least performing of the S&P 500®, the EURO STOXX 50® and the State Street® Technology Select Sector SPDR® ETF (XLK), with Strike Values set as of June 10, 2026. If any Underlying’s Final Value is below its Trigger Value (60.00% of Strike), maturity payment can be reduced by the Least Performing Underlying Return, potentially resulting in loss of more than 40% or all principal. Notes priced on June 11, 2026, expected settlement on or about June 16, 2026, minimum denominations $1,000. Price to public was $1,000 per note, estimated value was $966.50 per $1,000. The issuer may redeem the notes early on Interest Payment Dates beginning September 15, 2026.
Positive
- None.
Negative
- None.
Insights
Callable contingent coupon with high quarterly coupon but significant downside tied to the least performer.
The structure offers a quarterly contingent coupon of $40.25 per $1,000 (a 16.10% annualized contingent rate) paid only if all three Underlyings stay at or above 70.00% of their Strike Values during a Quarterly Monitoring Period. The payoff at maturity is exposed to the Least Performing Underlying Return and may reduce principal by the percent decline below Strike.
Key dependencies are the daily path of each Underlying relative to the Interest Barrier and the Final Value relative to the Trigger Value. Timing and optional early redemption (first callable on September 15, 2026) affect realized yield; cash-flow treatment and secondary market prices depend on issuer/guarantor credit and JPMS repurchase practice.
Tax treatment is uncertain; issuer expects prepaid forward characterization with contingent coupons as ordinary income.
The issuer, relying on Davis Polk & Wardwell LLP advice, intends to treat the notes as prepaid forward contracts with associated contingent coupons, with Contingent Interest Payments characterized as ordinary income. The pricing supplement notes alternative reasonable tax treatments may exist and that Treasury/IRS guidance could change treatment, potentially with retroactive effect.
Non-U.S. Holders may be subject to withholding; Section 871(m) analysis is discussed and the issuer’s determination may not bind the IRS. Holders should consult their tax advisers.
Key Figures
Offering amount: $1,165,000
Price to public: $1,000 per note
Estimated value: $966.50 per $1,000
+5 more
8 metrics
Offering amount
$1,165,000
aggregate principal amount offered
Price to public
$1,000 per note
per $1,000 principal amount note
Estimated value
$966.50 per $1,000
estimated value when terms were set
Contingent Interest Rate
16.10% per annum
payable as 4.025% per quarter, $40.25 per $1,000
Strike Values (as of June 10, 2026)
SPX 7,266.99; SX5E 6,009.95; XLK $176.63
Strike Values used to set Interest Barrier and Trigger Value
Interest Barrier (70.00%)
SPX 5,086.893; SX5E 4,206.965; XLK $123.641
70.00% of each Strike Value
Trigger Value (60.00%)
SPX 4,360.194; SX5E 3,605.97; XLK $105.978
60.00% of each Strike Value
Maturity date
June 14, 2029
Final maturity of the notes
Key Terms
Contingent Interest Payment, Interest Barrier, Trigger Value, Least Performing Underlying Return, +1 more
5 terms
Contingent Interest Payment financial
"If the notes have not been previously redeemed early and the closing value of each Underlying on each day during a Quarterly Monitoring Period is greater than or equal to its Interest Barrier"
Interest Barrier financial
"With respect to each Underlying, 70.00% of its Strike Value"
Trigger Value financial
"With respect to each Underlying, 60.00% 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.
Least Performing Underlying Return financial
"The lowest of the Underlying Returns of the Underlyings"
Share Adjustment Factor financial
"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"
Offering Details
primary
Offering
Offering Type
primary
Use of Proceeds
Offered to meet investor demand for products reflecting the notes' risk-return profile
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the JPM (JPMorgan) notes being offered?
They are Callable Contingent Interest Notes due June 14, 2029, linked to the least performing of the S&P 500®, EURO STOXX 50® and XLK, with a contingent coupon of 16.10% per annum payable quarterly when conditions are met.
How is the quarterly Contingent Interest Payment determined for these JPM notes?
A Contingent Interest Payment of $40.25 per $1,000 is paid if, on each day of a Quarterly Monitoring Period, each Underlying’s closing value is at least 70.00% of its Strike Value; otherwise no payment is made for that quarter.
What principal risk could an investor in JPM notes face at maturity?
If any Underlying’s Final Value is below its Trigger Value (60.00% of Strike), maturity payment equals $1,000 × (1 + Least Performing Underlying Return), which can result in a loss of more than 40.00% or complete loss of principal.
When can JPMorgan call the notes early and what happens then?
The issuer may redeem the notes in whole, not in part, on Interest Payment Dates (other than final), first exercisable on September 15, 2026; early redemption pays par plus any contingent interest applicable to the immediately preceding Quarterly Monitoring Period.
What was the pricing and estimated value of the JPM notes on the Pricing Date?
The notes priced on June 11, 2026; the price to public was $1,000 per note, selling commission $2, proceeds to issuer $998 per note, and the estimated value at issuance was $966.50 per $1,000.
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June 11, 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
$1,165,000
Callable Contingent Interest Notes Linked to the Least
Performing of the S&P 500® Index, the EURO STOXX 50®
Index and the State Street® Technology Select Sector
SPDR® ETF due June 14, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a Contingent Interest Payment with respect to each Quarterly Monitoring
Period during which, on each day, the closing value of each of the S&P 500® Index, the EURO STOXX 50® Index and the
State Street® Technology Select Sector SPDR® ETF, which we refer to as the Underlyings, is greater than or equal to
70.00% of its Strike Value, which we refer to as an Interest Barrier.
• The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other
than the final Interest Payment Date).
• The earliest date on which the notes may be redeemed early is September 15, 2026.
• Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no
Contingent Interest Payment may be made with respect to some or all Quarterly Monitoring Periods.
• 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 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 June 11, 2026 (the “Pricing Date”) and are expected to settle on or about June 16, 2026. The Strike
Value of each Underlying has been determined by reference to the closing value of that Underlying on June 10,
2026 and not by reference to the closing value of that Underlying on the Pricing Date.
• CUSIP: 46661AZN3
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
$2
$998
Total
$1,165,000
$2,330
$1,162,670
(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 $2.00 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 $966.50 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
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The S&P 500® Index (Bloomberg ticker: SPX)
and the EURO STOXX 50® Index (Bloomberg ticker: SX5E)
(each of the S&P 500® Index and the EURO STOXX 50® Index,
an “Index” and collectively, the “Indices”) and the State Street®
Technology Select Sector SPDR® ETF (Bloomberg ticker: XLK)
(the “Fund”) (each of the Indices and the Fund, an “Underlying”
and collectively, the “Underlyings”)
Contingent Interest Payments: If the notes have not been
previously redeemed early and the closing value of each
Underlying on each day during a Quarterly Monitoring Period 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 $40.25
(equivalent to a Contingent Interest Rate of 16.10% per annum,
payable at a rate of 4.025% per quarter).
If the closing value of any Underlying on any day during a
Quarterly Monitoring Period is less than its Interest Barrier, no
Contingent Interest Payment will be made with respect to that
Quarterly Monitoring Period.
Contingent Interest Rate: 16.10% per annum, payable at a
rate of 4.025% per quarter
Interest Barrier: With respect to each Underlying, 70.00% of its
Strike Value, which is 5,086.893 for the S&P 500® Index,
4,206.965 for the EURO STOXX 50® Index and $123.641 for
the Fund
Trigger Value: With respect to each Underlying, 60.00% of its
Strike Value, which is 4,360.194 for the S&P 500® Index,
3,605.97 for the EURO STOXX 50® Index and $105.978 for the
Fund
Strike Date: June 10, 2026
Pricing Date: June 11, 2026
Original Issue Date (Settlement Date): On or about June 16,
2026
Quarterly Monitoring Periods: The period from but excluding
the Strike Date to and including the first Review Date, and each
successive period from but excluding a Review Date to and
including the next succeeding Review Date
Review Dates*: September 10, 2026, December 10, 2026,
March 10, 2027, June 10, 2027, September 10, 2027,
December 10, 2027, March 10, 2028, June 12, 2028,
September 11, 2028, December 11, 2028, March 12, 2029 and
June 11, 2029 (final Review Date)
Interest Payment Dates*: September 15, 2026, December 15,
2026, March 15, 2027, June 15, 2027, September 15, 2027,
December 15, 2027, March 15, 2028, June 15, 2028,
September 14, 2028, December 14, 2028, March 15, 2029 and
the Maturity Date
Maturity Date*: June 14, 2029
Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
final Interest Payment Date) at a price, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment, if any, applicable to the Quarterly Monitoring
Period ending on the immediately preceding Review Date. If
we intend to redeem your notes early, we will deliver notice to
The Depository Trust Company, or DTC, at least three business
days before the applicable Interest Payment Date on which the
notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed early 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
Contingent Interest Payment, if any, applicable to the final
Quarterly Monitoring Period.
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its Trigger Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its Trigger Value, you will lose
more than 40.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest 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 7,266.99
for the S&P 500® Index, 6,009.95 for the EURO STOXX 50®
Index and $176.63 for the Fund. 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.
* 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
PS-2 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
How the Notes Work
Payments in Connection with Quarterly Monitoring Periods Preceding the Final Quarterly Monitoring Period
Payment at Maturity If the Notes Have Not Been Redeemed Early
You will receive (a) $1,000 plus (b) a
Contingent Interest Payment on the
applicable Interest Payment Date.
No further payments will be made on the
notes.
Compare the closing value of each Underlying to its Interest Barrier on each day during each Quarterly Monitoring Period until the final Quarterly
Monitoring Period or any early redemption.
Quarterly Monitoring Periods Preceding the Final Quarterly Monitoring Period
Early Redemption
The closing value of each
Underlying is greater than or
equal to its Interest Barrier on each
day during the applicable Quarterly
Monitoring Period.
The closing value of any
Underlying is less than its Interest
Barrier on any day during the
applicable Quarterly Monitoring
Period.
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Quarterly
Monitoring Period.
No Contingent Interest Payment will
be made with respect to the
applicable Quarterly Monitoring
Period.
Proceed to the next Quarterly
Monitoring Period.
No Early Redemption
You will receive $1,000 on the applicable
Interest Payment Date.
No further payments will be made on the
notes.
Prior to the Final
Review Date
You will receive $1,000.
The notes have not
been redeemed
early prior to the
final Review Date.
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:
$1,000 + ($1,000 ×Least
Performing Underlying Return)
Under these circumstances, you will
lose a significant portion or all of
your principal amount at maturity.
The Final Value of
any Underlying is
less than its
Trigger Value.
Final Quarterly Monitoring
Period
Therefore the
closing value of at
least one
Underlying is less
than its Interest
Barrier on at least
one day during the
final Quarterly
Monitoring Period.
The closing value of
each Underlying is
greater than or equal
to its Interest Barrier
on each day during the
final Quarterly
Monitoring Period.
The closing value of
any Underlying is less
than its Interest Barrier
on any day during that
Quarterly Monitoring
Period.
You will receive (a) $1,000 plus (b)
the Contingent Interest Payment
applicable to the final Quaterly
Monitoring Period.
PS-3 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
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 16.10% per annum, depending on how many Contingent Interest Payments are made
prior to early redemption or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
12
$483.00
11
$442.75
10
$402.50
9
$362.25
8
$322.00
7
$281.75
6
$241.50
5
$201.25
4
$161.00
3
$120.75
2
$80.50
1
$40.25
0
$0.00
PS-4 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Underlyings, assuming a range of performances
for the hypothetical Least Performing Underlying on the Review Dates and during the Quarterly Monitoring Periods. Solely for
purposes of this section, the Least Performing Underlying with respect to each Review Date is the least performing of the
Underlyings determined based on the closing value of each Underlying on that Review Date compared with its Strike Value.
Each hypothetical payment set forth below assumes that, for each Quarterly Monitoring Period, the closing value of each
Underlying that is not the Least Performing Underlying with respect to the applicable Review Date on which that Quarterly
Monitoring Period ends is greater than or equal to its Interest Barrier on each day during that Quarterly Monitoring Period.
The hypothetical payments set forth below assume the following:
• the notes have not been redeemed early;
• a Strike Value for each Underlying of 100.00;
• an Interest Barrier for each Underlying of 70.00 (equal to 70.00% of its hypothetical Strike Value);
• a Trigger Value for each Underlying of 60.00 (equal to 60.00% of its hypothetical Strike Value); and
• a Contingent Interest Rate of 16.10% 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 any 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.
Example 1 — Notes have NOT been redeemed early, the Final Value of the Least Performing Underlying is greater than or
equal to its Trigger Value and the closing value of each Underlying on each day during the final Quarterly Monitoring Period is
greater than or equal to its Interest Barrier.
Date
Closing Value of Least
Performing Underlying on Review
Date
Lowest Closing Value of Least
Performing Underlying During
Quarterly Monitoring Period
Payment (per $1,000 principal amount
note)
First Review Date
95.00
90.00
$40.25
Second Review
Date
85.00
80.00
$40.25
Third through
Eleventh Review
Dates
Less than Interest Barrier
Less than Interest Barrier
$0
Final Review Date
90.00
90.00
$1,040.25
Total Payment
$1,120.75 (12.075% return)
Because the notes have not been redeemed early, the Final Value of the Least Performing Underlying is greater than or equal to its
Trigger Value and the closing value of each Underlying on each day during the final Quarterly Monitoring Period is greater than or equal
to its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,040.25 (or $1,000 plus the Contingent
Interest Payment applicable to the final Quarterly Monitoring Period). When added to the Contingent Interest Payments received with
respect to the prior Quarterly Monitoring Periods, the total amount paid, for each $1,000 principal amount note, is $1,120.75.
PS-5 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
Example 2 — Notes have NOT been redeemed early, the Final Value of the Least Performing Underlying is greater than or
equal to its Trigger Value but the closing value of at least one Underlying on at least one day during the final Quarterly
Monitoring Period is less than its Interest Barrier.
Date
Closing Value of Least
Performing Underlying on
Review Date
Lowest Closing Value of Least
Performing Underlying During
Quarterly Monitoring Period
Payment (per $1,000 principal amount
note)
First Review Date
95.00
90.00
$40.25
Second Review
Date
85.00
80.00
$40.25
Third through
Eleventh Review
Dates
Less than Interest Barrier
Less than Interest Barrier
$0
Final Review Date
90.00
60.00
$1,000.00
Total Payment
$1,080.50 (8.05% return)
Because the notes have not been redeemed early, the Final Value of the Least Performing Underlying is greater than or equal to its
Trigger Value but the closing value of at least one Underlying on at least one day during the final Quarterly Monitoring Period is less
than its Interest Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. When added to the
Contingent Interest Payments received with respect to the prior Quarterly Monitoring Periods, the total amount paid, for each $1,000
principal amount note, is $1,080.50.
Example 3 — Notes have NOT been redeemed early and the Final Value of the Least Performing Underlying is less than its
Trigger Value.
Date
Closing Value of Least
Performing Underlying on
Review Date
Lowest Closing Value of Least
Performing Underlying During
Quarterly Monitoring Period
Payment (per $1,000 principal amount
note)
First Review Date
40.00
30.00
$0
Second Review
Date
45.00
40.00
$0
Third through
Eleventh Review
Dates
Less than Interest Barrier
Less than Interest Barrier
$0
Final Review Date
40.00
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been redeemed early, the Final Value of the Least Performing Underlying is less than its Trigger Value
(and, therefore, the closing value of at least one Underlying on at least one day during the final Quarterly Monitoring Period is less than
its Interest Barrier) and the Least Performing Underlying Return is -60.00%, the payment at maturity will be $400.00 per $1,000
principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
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
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
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 redeemed early and the Final Value of any
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 Least Performing Underlying is less than its Strike Value. Accordingly, under these circumstances, you will lose more than
40.00% of your principal amount at maturity and could lose 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 redeemed early, we will make a Contingent Interest Payment with respect to a Quarterly Monitoring
Period only if the closing value of each Underlying on each day during that Quarterly Monitoring Period is greater than or equal to
its Interest Barrier. If the closing value of any Underlying on any day during a Quarterly Monitoring Period is less than its Interest
Barrier, no Contingent Interest Payment will be made with respect to that Quarterly Monitoring Period. Accordingly, if the closing
value of any Underlying on any day during each Quarterly Monitoring Period 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 OPPORTUNITY TO RECEIVE A CONTINGENT INTEREST PAYMENT WITH RESPECT TO ANY QUARTERLY
MONITORING PERIOD MAY TERMINATE ON ANY DAY DURING THAT QUARTERLY MONITORING PERIOD —
If the closing value of any Underlying on any day during a Quarterly Monitoring Period is less than its Interest Barrier, no
Contingent Interest Payment will be made with respect to that Quarterly Monitoring Period, even if the closing value of each
Underlying on each of the other days during that Quarterly Monitoring Period, including the related Review Date, is greater than or
equal to its Interest Barrier.
• 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 Underlying, which may be significant. You will not participate in any appreciation of any
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 any of the Underlyings over the term of the notes 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 Underlying.
PS-7 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of any Underlying is less than its Trigger Value and the notes have not been redeemed early, the benefit provided
by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Underlying.
• THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If we elect to redeem your notes early, the term of the notes may be reduced to as short as approximately three months and you
will not receive any Contingent Interest Payments after the applicable Interest Payment 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 we elect to redeem your notes before maturity, you are not entitled to any fees
and commissions described on the front cover of this pricing supplement.
• YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING
OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
• THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR 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 there is an announcement or occurrence of legal or
regulatory changes that the calculation agent determines are likely to interfere with your or our ability to transact in or hold the
notes or our ability to hedge or perform our obligations under the notes or 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 “General Terms of Notes — Consequences of a Change-in-Law Event” and “The Underlyings — Funds —
Discontinuation or Modification of a Fund” in the accompanying product supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
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.
PS-8 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, estimated hedging
costs and fees, if any, paid for third-party data analytics and/or electronic platform services that are included in the original issue
price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market
transactions, if at all, is likely to be lower than the original issue price. Furthermore, if you sell your notes, you will likely be charged
a commission for secondary market transactions, or the price will likely reflect a dealer discount and/or fees for use of an electronic
platform to facilitate secondary market activity. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the 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
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the S&P 500® Index.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE EURO STOXX 50® INDEX —
The equity securities included in the EURO STOXX 50® Index 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.
PS-9 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
• NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE EURO STOXX 50®
INDEX —
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securities included in the EURO STOXX 50® Index are based, although any currency fluctuations could affect the
performance of the EURO STOXX 50® Index.
• 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.
• RISKS ASSOCIATED WITH THE TECHNOLOGY 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 technology 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. The value of stocks of technology companies and companies that rely
heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence,
government regulation and competition, both domestically and internationally, including competition from foreign competitors with
lower production costs. Stocks of technology companies and companies that rely heavily on technology, especially those of
smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent
on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies
in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of
qualified personnel. These factors could affect the technology 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.
PS-10 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
The Underlyings
The S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for the large market
capitalization segment of the U.S. equity markets. For additional information about the S&P 500® Index, see “Equity Index Descriptions
— The S&P U.S. Indices” in the accompanying underlying supplement.
The EURO STOXX 50® Index is a free-float market capitalization-weighted index composed of 50 of the largest stocks in terms of free-
float market capitalization traded on the major exchanges of 11 Eurozone countries: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The EURO STOXX 50® Index and STOXX® are the intellectual
property (including registered trademarks) of STOXX Limited and/or its licensors (the “Licensors”), which are used under license. The
notes based on the EURO STOXX 50® Index are in no way sponsored, endorsed, sold or promoted by STOXX Limited and its
Licensors and neither STOXX Limited nor any of its Licensors shall have any liability with respect thereto. For additional information
about the EURO STOXX 50® Index, see “Equity Index Descriptions — The STOXX Benchmark Indices” in the accompanying
underlying supplement.
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 Technology Select Sector Index, which we refer to as the Underlying Index with respect to the Fund. The Technology
Select Sector Index is a capped modified market capitalization-weighted index that measures the performance of the GICS® information
technology sector of the S&P 500® Index, which currently includes companies in the following industries: IT services; software;
communications equipment; technology hardware, storage and peripherals; electronic equipment, instruments and components; and
semiconductors and semiconductor equipment. For additional information about the Fund, see “Fund Descriptions — The State Street®
Select Sector SPDR® ETFs” in the accompanying underlying supplement.
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 June 5, 2026. The closing value of the S&P 500® Index on June 10, 2026 was 7,266.99. The closing value of the
EURO STOXX 50® Index on June 10, 2026 was 6,009.95. The closing value of the Fund on June 10, 2026 was $176.63. 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 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 any Underlying on any Review Date or any day during any Quarterly Monitoring Period. There can be
no assurance that the performance of the Underlyings will result in the return of any of your principal amount or the payment of any
interest.
PS-11 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
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-12 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
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 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
PS-13 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
third-party data analytics and/or electronic platform services. Because hedging our obligations entails risk and may be influenced by
market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A
portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers,
and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks Relating
to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than the Original
Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs, our internal secondary market funding rates for
structured debt issuances and the fees paid for third-party data analytics and/or electronic platform services. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes
for a Limited Time Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return
profile of the notes and “The 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.
PS-14 | Structured Investments
Callable Contingent Interest Notes Linked to the Least Performing of the
S&P 500® Index, the EURO STOXX 50® Index and the State Street®
Technology Select Sector SPDR® ETF
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.