Results
JPMorgan Chase & Co.
03/04/2026 | Press release | Distributed by Public on 03/04/2026 15:48
Primary Offering Prospectus (Form 424B2)
March 2, 2026 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, the prospectus and prospectus supplement, each dated April 13, 2023, and
the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
$2,001,000
Yield Notes Linked to the Lesser Performing of the State
Street® Financial Select Sector SPDR® ETF and the State
Street® SPDR® S&P® Regional Banking ETF due March 2,
2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security with
the same maturity issued by us. The notes will pay 8.50% per annum interest over the term of the notes, payable at a
rate of 0.70833% per month.
• Investors should be willing to accept the risk of losing a significant portion or all of their principal and be willing to forgo
dividend payments, in exchange for Interest Payments.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the 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 March 2, 2026 (the "Pricing Date") and are expected to settle on or about March 5, 2026. The
Strike Value of each Fund has been determined by reference to the closing price of one share of that Fund on
February 27, 2026 and not by reference to the closing price of one share of that Fund on the Pricing Date.
• CUSIP: 46660MFQ3
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-3 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, prospectus and prospectus addendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$4
$996
Total
$2,001,000
$8,004
$1,992,996
(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions of $4.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of
Distribution (Conflicts of Interest)" in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $995.00 per $1,000 principal amount note.
See "The Estimated Value of the Notes" in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The State Street® Financial Select Sector SPDR® ETF
(Bloomberg ticker: XLF) and the State Street® SPDR® S&P®
Regional Banking ETF (Bloomberg ticker: KRE)
Interest Payments: You will receive on each Interest Payment
Date for each $1,000 principal amount note an Interest
Payment equal to $7.0833 (equivalent to an Interest Rate of
8.50% per annum, payable at a rate of 0.70833% per month).
Interest Rate: 8.50% per annum, payable at a rate of
0.70833% per month
Trigger Value: With respect to each Fund, 60.00% of its Strike
Value, which is $30.858 for the State Street® Financial Select
Sector SPDR® ETF and $40.062 for the State Street® SPDR®
S&P® Regional Banking ETF
Strike Date: February 27, 2026
Pricing Date: March 2, 2026
Original Issue Date (Settlement Date): On or about March 5,
2026
Interest Payment Dates*: April 1, 2026, April 30, 2026, June 1,
2026, July 2, 2026, July 30, 2026, September 1, 2026, October
1, 2026, October 30, 2026, December 2, 2026, December 31,
2026, February 1, 2027, March 4, 2027, April 1, 2027, April 30,
2027, June 2, 2027, July 1, 2027, July 30, 2027, September 1,
2027, September 30, 2027, November 1, 2027, December 2,
2027, December 30, 2027, February 1, 2028 and the Maturity
Date
Observation Date*: February 28, 2028
Maturity Date*: March 2, 2028
* 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
Payment at Maturity:
If the Final Value of each Fund is greater than or equal to its
Trigger Value, you will receive a cash payment at maturity, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Interest Payment applicable to the Maturity Date.
If the Final Value of either Fund is less than its Trigger Value,
your payment at maturity per $1,000 principal amount note, in
addition to the Interest Payment applicable to the Maturity Date,
will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Fund Return)
If the Final Value of either Fund 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.
Lesser Performing Fund: The Fund with the Lesser
Performing Fund Return
Lesser Performing Fund Return: The lower 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 $51.43 for
the State Street® Financial Select Sector SPDR® ETF and
$66.77 for the State Street® SPDR® S&P® Regional Banking
ETF. 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 Observation 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
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
Supplemental Terms of the Notes
Any values of the Funds, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment at Maturity
Total Interest Payments
The total Interest Payments per $1,000 principal amount note over the term of the notes based on the Interest Rate of 8.50% per
annum is $170.00.
Observation Date Payment at Maturity
The Final Value of each Fund is greater than or equal to its Trigger Value.
You will receive, in addition to the
Interest Payment applicable to the
Maturity Date:
$1,000 + ($1,000 ×Lesser Performing
Fund Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of either Fund is less than its Trigger Value.
You will receive (a) $1,000 plus (b)
the Interest Payment applicable to the
Maturity Date.
PS-3 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Funds, assuming a range of performances for the
hypothetical Lesser Performing Fund on the Observation Date.
The hypothetical payments set forth below assume the following:
• a Strike Value for the Lesser Performing Fund of $100.00;
• a Trigger Value for the Lesser Performing Fund of $60.00 (equal to 60.00% of its hypothetical Strike Value); and
• an Interest Rate of 8.50% per annum.
The hypothetical Strike Value of the Lesser Performing Fund of $100.00 has been chosen for illustrative purposes only and does not
represent the actual Strike Value of either 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.
Example 1 - The Final Value of the Lesser Performing Fund is greater than or equal to its Trigger Value.
Date
Closing Price of One Share of
Lesser Performing Fund
Observation Date
$90.00
Final Value of Lesser Performing Fund is greater than or equal
to its Trigger Value
Total Payment
$1,170.00 (17.00% return)
Because the Final Value of the Lesser Performing Fund is greater than or equal to its Trigger Value, the payment at maturity, for each
$1,000 principal amount note, will be $1,007.0833 (or $1,000 plus the Interest Payment applicable to the Maturity Date). When added
to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000 principal
amount note, is $1,170.00.
Example 2 - The Final Value of the Lesser Performing Fund is less than its Trigger Value.
Date
Closing Price of One Share of
Lesser Performing Fund
Observation Date
$40.00
Final Value of Lesser Performing Fund is less than its Trigger
Value
Total Payment
$570.00 (-43.00% return)
Because the Final Value of the Lesser Performing Fund is less than its Trigger Value and the Lesser Performing Fund Return is
-60.00%, the payment at maturity will be $407.0833 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] + $7.0833 = $407.0833
When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000
principal amount note, is $570.00.
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.
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 and in Annex A to the accompanying prospectus addendum.
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 Final Value of either Fund is less than its Trigger Value, you will lose 1%
of the principal amount of your notes for every 1% that the Final Value of the Lesser Performing Fund 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.
PS-4 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
• 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 OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations 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 a key 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 the accompanying prospectus addendum.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF THE INTEREST PAYMENTS PAID OVER
THE TERM OF THE NOTES,
regardless of any appreciation of either Fund, which may be significant. You will not participate in any appreciation of either 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 either of the Funds over the term of the notes may negatively affect your payment at
maturity and will not be offset or mitigated by positive performance by the other Fund.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE OBSERVATION DATE -
If the Final Value of either Fund is less than its Trigger Value, the benefit provided by the Trigger Value will terminate and you will
be fully exposed to any depreciation of the Lesser Performing Fund.
• YOU WILL NOT RECEIVE DIVIDENDS ON EITHER FUND OR THE SECURITIES HELD BY EITHER FUND OR HAVE ANY
RIGHTS WITH RESPECT TO THE FUNDS OR THOSE SECURITIES.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS TRIGGER VALUE IS GREATER IF
THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
• 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.
PS-5 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
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 and the estimated cost of hedging
our obligations under the notes. See "The Estimated Value of the Notes" in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs 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. 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 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.
PS-6 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
Risks Relating to the Funds
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE STATE STREET® FINANCIAL
SELECT SECTOR SPDR® ETF AND ITS UNDERLYING INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the price of one share of the State Street® Financial Select Sector SPDR® ETF or the level of its Underlying Index (as defined
under "The Funds" below).
• THERE ARE RISKS ASSOCIATED WITH THE FUNDS -
The Funds are subject to management risk, which is the risk that the investment strategies of the applicable 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 prices of the shares of the Funds 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 AS WELL AS
THE NET ASSET VALUE PER SHARE -
Each Fund 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 each 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 each Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying a Fund (such as mergers and spin-offs) may impact the variance between the performances of that Fund and its
Underlying Index. Finally, because the shares of each Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that 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 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 FINANCIAL SECTOR WITH RESPECT TO THE STATE STREET® FINANCIAL SELECT
SECTOR SPDR® ETF -
All or substantially all of the equity securities held by the State Street® Financial Select Sector SPDR® ETF are issued by
companies whose primary line of business is directly associated with the financial sector. As a result, the value of the notes may
be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this
sector than a different investment linked to securities of a more broadly diversified group of issuers. Financial services companies
are subject to extensive government regulation, which may limit both the amounts and types of loans and other financial
commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge
and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can
fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets
generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money
markets generally, thereby affecting a wide range of financial institutions and markets. Certain events in the financial sector may
cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services
companies to incur large losses. Securities of financial services companies may experience a dramatic decline in value when
these companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance
of debt or equity securities) or cease operations. Credit losses resulting from financial difficulties of borrowers and financial losses
associated with investment activities can negatively impact the financial sector. Insurance companies may be subject to severe
price competition. Adverse economic, business or political developments could adversely affect financial institutions engaged in
mortgage finance or other lending or investing activities directly or indirectly connected to the value of real estate. These factors
could affect the financial sector and could affect the value of the equity securities held by the State Street® Financial Select Sector
SPDR® ETF and the price of the State Street® Financial Select Sector SPDR® ETF during the term of the notes, which may
adversely affect the value of your notes.
PS-7 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
• RISKS ASSOCIATED WITH THE BANKING INDUSTRY WITH RESPECT TO THE STATE STREET® SPDR® S&P® REGIONAL
BANKING ETF -
All or substantially all of the equity securities held by the State Street® SPDR® S&P® Regional Banking ETF are issued by
companies whose primary line of business is directly associated with the banking industry. 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
industry than a different investment linked to securities of a more broadly diversified group of issuers. The performance of bank
stocks may be affected by extensive governmental regulation, which may limit both the amounts and types of loans and other
financial commitments they can make, the interest rates and fees they can charge and the amount of capital they must maintain.
Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates
change. Credit losses resulting from financial difficulties of borrowers can negatively impact the banking companies. Banks may
also be subject to severe price competition. Competition is high among banking companies and failure to maintain or increase
market share may result in lost market share. These factors could affect the banking industry and could affect the value of the
equity securities held by the State Street® SPDR® S&P® Regional Banking ETF and the price of the State Street® SPDR® S&P®
Regional Banking ETF during the term of the notes, which may adversely affect the value of your notes.
• 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-8 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
The Funds
The State Street® Financial Select Sector SPDR® ETF (formerly known as the Financial Select Sector SPDR® Fund) is an exchange-
traded fund of the Select Sector SPDR® Trust, a registered investment company, that seeks to provide investment results that, before
expenses, correspond generally to the price and yield performance of publicly traded equity securities of companies in the Financial
Select Sector Index, which we refer to as the Underlying Index with respect to the State Street® Financial Select Sector SPDR® ETF.
The Financial Select Sector Index is a capped modified market capitalization-based index that measures the performance of the GICS®
financial sector of the S&P 500® Index, which currently includes companies in the following industries: financial services; insurance;
banks; capital markets; mortgage real estate investment trusts ("REITs"); and consumer finance. For additional information about the
State Street® Financial Select Sector SPDR® ETF, see "Fund Descriptions - The Select Sector SPDR® Funds" in the accompanying
underlying supplement.
The State Street® SPDR® S&P® Regional Banking ETF (formerly known as the SPDR® S&P® Regional Banking ETF) is an exchange-
traded fund of the SPDR® Series Trust, a registered investment company, that seeks to provide investment results that, before fees and
expenses, correspond generally to the total return performance of an index derived from the regional banking segment of the U.S.
banking industry, which we refer to as the Underlying Index with respect to the State Street® SPDR® S&P® Regional Banking ETF. The
Underlying Index with respect to the State Street® SPDR® S&P® Regional Banking ETF is currently the S&P® Regional Banks Select
IndustryTM Index. The S&P® Regional Banks Select IndustryTM Index is a modified equal-weighted index that is designed to measure
the performance of the GICS® regional banks sub-industry of the S&P Total Market Index. For additional information about the State
Street® SPDR® S&P® Regional Banking ETF, see "Fund Descriptions - The SPDR® S&P® Industry ETFs" 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 February 27, 2026. The closing price of one share of the State Street® Financial Select
Sector SPDR® ETF on February 27, 2026 was $51.43. The closing price of one share of State Street® SPDR® S&P® Regional Banking
ETF on February 27, 2026 was $66.77. 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 either Fund on the Observation Date. There can be no assurance that the
performance of the Funds will result in the return of any of your principal amount.
PS-9 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in
determining our reporting responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each consisting of:
(x) a cash-settled Put Option written by you that in circumstances where the payment due at maturity is less than $1,000 (excluding
accrued but unpaid interest), requires you to pay us an amount equal to that difference and (y) a Deposit of $1,000 per $1,000 principal
amount note to secure your potential obligation under the Put Option, as more fully described in "Material U.S. Federal Income Tax
Consequences - Tax Consequences to U.S. Holders - Notes Treated as Units Each Comprising a Put Option and a Deposit" in the
accompanying product supplement, and in particular in the subsection thereof entitled "- Notes with a Term of More than One Year."
By purchasing the notes, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to follow this
treatment and the allocation described in the following paragraph. However, there are other reasonable treatments that the IRS or a
court may adopt, in which case the timing and character of any income or loss on the notes could be materially and adversely affected.
In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid
forward contracts" and similar instruments. The notice focuses on a number of issues, the most relevant of which for investors in the
notes are the character of income or loss (including whether the Put Premium might be currently included as ordinary income) and the
degree, if any, to which income realized by non-U.S. investors should be subject to withholding tax. While it is not clear whether the
notes would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that any Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax
consequences of an investment in the notes, possibly with retroactive effect.
In determining our reporting responsibilities, we intend to treat a portion of each Interest Payment equal to approximately 4.46% per
annum times the amount of the Deposit times the number of days in the applicable period divided by 365 as interest on the Deposit (so
that the amount allocated as interest on the Deposit will vary from Interest Payment to Interest Payment depending on the number of
days in the applicable period) and the remainder of each Interest Payment as Put Premium. Assuming that the treatment of the notes
as units each comprising a Put Option and a Deposit is respected, amounts treated as interest on the Deposit will be taxed as ordinary
income, while the Put Premium will not be taken into account prior to sale or settlement.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
PS-10 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The discussions above and in the accompanying product supplement do not address the consequences to taxpayers subject to special
tax accounting rules under Section 451(b) of the Code. You should consult your tax adviser regarding all aspects of the U.S. federal
income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by the 2007
notice. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the
tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the purchase
price of the notes between the Deposit and the Put Option.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring
and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS
and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. 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 and our internal secondary market funding rates
PS-11 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
for structured debt issuances. 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 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.
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 (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.
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. 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, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
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, the accompanying prospectus
addendum 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 and in Annex A to the accompanying prospectus addendum, 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.
PS-12 | Structured Investments
Yield Notes Linked to the Lesser Performing of the State Street® Financial
Select Sector SPDR® ETF and the State Street® SPDR® S&P® Regional
Banking ETF
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. 4-I dated April 13, 2023:
• Underlying supplement no. 1-I dated April 13, 2023:
• Prospectus supplement and prospectus, each dated April 13, 2023:
• Prospectus addendum dated June 3, 2024:
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.
JPMorgan Chase & Co. published this content on March 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 04, 2026 at 21:48 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]